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WELLS FARGO ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of May 25, 2000
$265,433,658.62
Mortgage Pass-Through Certificates
Series 2000-2
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..............................................
Section 1.02 Acts of Holders..........................................
Section 1.03 Effect of Headings and Table of Contents.................
Section 1.04 Benefits of Agreement....................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.............................
Section 2.02 Acceptance by Trust Administrator........................
Section 2.03 Representations and Warranties of the Master
Servicer and the Seller.................................
Section 2.04 Execution and Delivery of Certificates...................
Section 2.05 Designation of Certificates; Designation of Startup
Day and Latest Possible Maturity Date...................
Section 2.06 Optional Substitution of Mortgage Loans..................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account......................................
Section 3.02 Permitted Withdrawals from the Certificate Account.......
Section 3.03 Advances by Master Servicer and Trust Administrator......
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files....................
Section 3.05 Reports to the Trustee and the Trust Administrator;
Annual Compliance Statements............................
Section 3.06 Title, Management and Disposition of Any REO
Mortgage Loan...........................................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions.....................
Section 3.08 Oversight of Servicing...................................
Section 3.09 Termination and Substitution of Servicing
Agreements..............................................
Section 3.10 Application of Net Liquidation Proceeds..................
Section 3.11 Act Reports..............................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions............................................
Section 4.02 Allocation of Realized Losses............................
Section 4.03 Paying Agent.............................................
Section 4.04 Statements to Certificateholders;
Report to the Trust Administrator, Ambac and the
Seller..................................................
Section 4.05 Reports to Mortgagors and the Internal Revenue
Service.................................................
Section 4.06 Reserve Fund.............................................
Section 4.07 Distributions in Reduction of the Class A-3
Certificates............................................
Section 4.08 Policy Matters...........................................
Section 4.09 Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer..........
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.........................................
Section 5.02 Registration of Certificates.............................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates........
Section 5.04 Persons Deemed Owners....................................
Section 5.05 Access to List of Certificateholders' Names and
Addresses...............................................
Section 5.06 Maintenance of Office or Agency..........................
Section 5.07 Definitive Certificates..................................
Section 5.08 Notices to Clearing Agency...............................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer..........
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others.....................................
Section 6.04 Resignation of the Master Servicer.......................
Section 6.05 Compensation to the Master Servicer......................
Section 6.06 Assignment or Delegation of Duties by Master
Servicer................................................
Section 6.07 Indemnification of Trustee, the Trust Administrator
and Seller by Master Servicer...........................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default........................................
Section 7.02 Other Remedies of Trustee................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default...............
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default...............
Section 7.05 Trust Administrator to Act; Appointment of
Successor...............................................
Section 7.06 Notification to Certificateholders.......................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee and the Trust Administrator............
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator...........................................
Section 8.03 Neither Trustee nor Trust Administrator Required to
Make Investigation......................................
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans..........................
Section 8.05 Trustee and the Trust Administrator May Own
Certificates............................................
Section 8.06 The Master Servicer to Pay Fees and Expenses.............
Section 8.07 Eligibility Requirements.................................
Section 8.08 Resignation and Removal..................................
Section 8.09 Successor................................................
Section 8.10 Merger or Consolidation..................................
Section 8.11 Authenticating Agent.....................................
Section 8.12 Separate Trustees and Co-Trustees........................
Section 8.13 Appointment of Custodians................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions............
Section 8.15 Monthly Advances.........................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans.............
Section 9.02 Additional Termination Requirements......................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment................................................
Section 10.02 Recordation of Agreement.................................
Section 10.03 Limitation on Rights of Certificateholders...............
Section 10.04 Governing Law; Jurisdiction..............................
Section 10.05 Notices..................................................
Section 10.06 Severability of Provisions...............................
Section 10.07 Special Notices to Rating Agencies and Ambac.............
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 (a) Original Principal Balances of the Classes of
Class A Certificates....................................
Section 11.05(b) Original Class A-5 Component Notional Amount..........
The Original Class A-5 Notional Amount is $30,000,000.00...............
(a) Original Aggregate Non-PO Principal Balance for
Group I.................................................
(a) Original Aggregate Subordinate Percentage for Group
I.......................................................
(a) Original Group I-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 (a) Original Class I-B-1 Fractional Interest.............
Section 11.13 (a) Original Class I-B-2 Fractional Interest.............
Section 11.14 (a) Original Class I-B-3 Fractional Interest.............
Section 11.15 (a) Original Class I-B-4 Fractional Interest.............
Section 11.16 (a) Original Class I-B-5 Fractional Interest.............
Section 11.17 Closing Date.............................................
Section 11.18 Right to Purchase........................................
Section 11.19 Wire Transfer Eligibility................................
Section 11.20 Single Certificate.......................................
Section 11.21 Servicing Fee Rate.......................................
Section 11.22 Master Servicing Fee Rate................................
Section 11.23 Ambac Contact Person.....................................
<PAGE>
EXHIBITS
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate
EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate
EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-II-A-2 - Form of Face of Class II-A-2 Certificate
EXHIBIT A-A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-A-5 - Form of Face of Class 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-I-A-LR - Form of Face of Class I-A-LR Certificate
EXHIBIT A-II-A-PO - Form of Face of Class II-A-PO Certificate
EXHIBIT I-B-1 - Form of Face of Class I-B-1 Certificate
EXHIBIT I-B-2 - Form of Face of Class I-B-2 Certificate
EXHIBIT I-B-3 - Form of Face of Class I-B-3 Certificate
EXHIBIT I-B-4 - Form of Face of Class I-B-4 Certificate
EXHIBIT I-B-5 - Form of Face of Class I-B-5 Certificate
EXHIBIT I-B-6 - Form of Face of Class I-B-6 Certificate
EXHIBIT II-B-1 - Form of Face of Class II-B-1 Certificate
EXHIBIT II-B-2 - Form of Face of Class II-B-2 Certificate
EXHIBIT II-B-3 - Form of Face of Class II-B-3 Certificate
EXHIBIT II-B-4 - Form of Face of Class II-B-4 Certificate
EXHIBIT II-B-5 - Form of Face of Class II-B-5 Certificate
EXHIBIT II-B-6 - Form of Face of Class II-B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2000-2 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-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 [I-B-4]
[I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [I-B-1]
[I-B-2] [I-B-3] [II-B-1] [II-B-2]
[II-B-3] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - The Policy
<PAGE>
This Pooling and Servicing Agreement, dated as of May 25, 2000
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates of a Group, the greater of (A) zero and (B) (i)
the Principal Balance of such Class with respect to such Distribution Date minus
(ii) the applicable Adjustment Amount for such Distribution Date less the
Principal Balances for any Classes of Class B Certificates of such Group with
higher numerical designations.
Adjustment Amount: For a Group for any Distribution Date, the
difference between (A) the sum of the Group I-A Principal Balance or the Group
II-A Principal Balance, as applicable, and the Group I-B Principal Balance or
the Group II-B Principal Balance, as applicable, as of the related Determination
Date and (B) the sum of (i) the sum of the Group I-A Principal Balance or the
Group II-A Principal Balance, as applicable, and the Group I-B Principal Balance
or the Group II-B Principal Balance, as applicable, 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 and Components of the related Group with respect to such
Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes and Components of such Group as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of (x) Class I-B-1 Optimal Principal Amount,
Class I-B-2 Optimal Principal Amount, Class I-B-3 Optimal Principal Amount,
Class I-B-4 Optimal Principal Amount, Class I-B-5 Optimal Principal Amount and
Class I-B-6 Optimal Principal Amount or (y) Class II-B-1 Optimal Principal
Amount, Class II-B-2 Optimal Principal Amount, Class II-B-3 Optimal Principal
Amount, Class II-B-4 Optimal Principal Amount, Class II-B-5 Optimal Principal
Amount and Class II-B-6 Optimal Principal Amount, as applicable.
Aggregate Current Bankruptcy Losses: For a Loan Group with respect
to any Distribution Date, the sum of all Bankruptcy Losses incurred on any of
the Mortgage Loans in such Loan Group during a period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Aggregate Current Fraud Losses: For a Loan Group with respect to any
Distribution Date, the sum of all Fraud Losses incurred on any of the Mortgage
Loans in such Loan Group 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: For a Loan Group with
respect to any Distribution Date, the sum of all Special Hazard Losses incurred
on any of the Mortgage Loans in such Loan Group 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 and Components.
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 and Components.
Aggregate Non-PO Principal Balance: As of any Determination Date and
Group I, the sum of the Group I-A Non-PO Principal Balance and the Group I-B
Principal Balance as of such date and as of any Determination Date and Group II,
the sum of the Group II-A Non-PO Principal Balance and the Group II-B Principal
Balance as of such date.
Agreement: This Pooling and Servicing Agreement and all
amendments and supplements hereto.
Ambac: Ambac Assurance Corporation, a Wisconsin domiciled
stock insurance company, or any successor thereto.
Ambac Contact Person: The officer designated by the Master Servicer
to provide information to Ambac pursuant to Section 4.08(g). The initial Ambac
Contact Person is appointed in Section 11.23.
Ambac Default: The existence and continuance of any of the
following:
(a) Ambac fails to make a payment required under a policy
in accordance with its terms;
(b) Ambac (A) files any petition or commences any case or proceeding
under any provision or similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B)
makes a general assignment for the benefit of its creditors, or (C) has an
order for relief entered against it under the United States Bankruptcy
Code or any similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization which is final
and nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority enters a final and
nonappealable order, judgment or decree (1) appointing a custodian,
trustee, agent or receiver for Ambac or for all or any material portion of
its property or (2) authorizing the taking of possession by a custodian,
trustee, agent or receiver of Ambac (or the taking of possession of all or
any material portion of the property of Ambac).
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by
the Trust Administrator pursuant to Section 8.11. There shall initially
be no Authenticating Agent for the Certificates.
Available Master Servicer Compensation: For each Loan Group as to
any Distribution Date, the sum of (a) the Master Servicing Fee with respect to
the Mortgage Loans in such Loan Group for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full on the Mortgage Loans in such Loan Group remitted to the
Master Servicer and (c) the aggregate amount of Month End Interest with respect
to the Mortgage Loans in such Loan Group remitted by the Servicers to the Master
Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount with respect
to Loan Group I will equal $100,000.00 minus the aggregate amount of Bankruptcy
Losses allocated solely to the Group I-B Certificates in accordance with Section
4.02(a) since the Cut-Off Date and with respect to Loan Group II will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Group II-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 for a Loan Group calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding such Distribution Date (the "Relevant Anniversary")
and (b) such lesser amount which, as determined on the Relevant Anniversary will
not cause any rated Certificates to be placed on credit review status (other
than for possible upgrading) (or in the case of the Class A-3 Certificates,
without giving effect to the guaranty provided by Ambac) by either Rating Agency
minus (2) the aggregate amount of Bankruptcy Losses allocated solely to the
Class B Certificates of the related Group in accordance with Section 4.02(a)
since the Relevant Anniversary. On and after the applicable Cross-Over Date the
Bankruptcy Loss Amount for the related Loan Group 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-7 Certificates, Class II-A-1 Certificates,
Class II-A-2 Certificates and Class A-3 Certificates, beneficial ownership and
transfers of which shall be evidenced by, and made through, book entries by the
Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and
maintained by the Master Servicer in the name of the Master Servicer on
behalf of the Trustee pursuant to Section 3.01. The Certificate Account
shall be an Eligible Account.
Certificate Custodian: Initially, First Union National
Bank; thereafter any other Certificate Custodian acceptable to The
Depository Trust Company and selected by the Trust Administrator.
Certificate Register and Certificate Registrar:
Respectively, the register maintained pursuant to and the registrar
provided for in Section 5.02. The initial Certificate Registrar is the
Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-1 and
Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a
Class I-A-1 Certificate.
Class I-A-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-2 and
Exhibit C hereto.
Class I-A-2 Certificateholder: The registered holder of a
Class I-A-2 Certificate.
Class I-A-5 IO Component Notional Amount: As to any Distribution
Date, an amount equal to the Principal Balance of the Class I-A-3 Component.
Class I-A-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-6 and
Exhibit C hereto.
Class I-A-6 Certificateholder: The registered holder of a
Class I-A-6 Certificate.
Class I-A-7 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-7 and
Exhibit C hereto.
Class I-A-7 Certificateholder: The registered holder of a
Class I-A-7 Certificate.
Class I-A-7 Priority Amount: For any Distribution Date, the lesser
of (i) the Principal Balance of the Class I-A-7 Certificates and (ii) the sum of
(A) the product of (1) the Class I-A-7 Priority Percentage, (2) the Shift
Percentage and (3) the Group I Scheduled Principal Amount and (B) the product of
(1) the Class I-A-7 Priority Percentage, (2) the Prepayment Shift Percentage and
(3) the Group I Unscheduled Principal Amount.
Class I-A-7 Priority Percentage: The lesser of (i) 100% and (ii) (a)
the sum of the Principal Balance of the Class I-A-7 Certificates and $4,500,000
divided by (b) the Group I Pool Balance (Non-PO Portion).
Class I-A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-A-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-A-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-I-A-LR and Exhibit C
hereto.
Class I-A-LR Certificateholder: The registered holder of
the Class I-A-LR Certificate.
Class I-A-LUR Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class I-A-PO Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-PO and
Exhibit C hereto.
Class I-A-PO Deferred Amount: For any Distribution Date prior to the
applicable 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 Paragraph third Clause (A) of Section 4.01(a)(i) and (y) the sum of
the product for each Group I Discount Mortgage Loan which became a Liquidated
Loan at any time on or prior to the last day of the Applicable Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts for the current
Distribution Date of (a) the PO Fraction for such Group I Discount Mortgage Loan
and (b) an amount equal to the principal portion of Realized Losses (other than
Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such
Mortgage Loan other than Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses and (B) amounts distributed on the Class I-A-PO
Certificates on prior Distribution Dates pursuant to Paragraph fourth Clause (A)
of Section 4.01(a)(i). On and after the applicable 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 for Loan Group I 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 one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group I
Mortgage Loan substituted for a Group I Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Group I
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Group I
Mortgage Loan.
Class I-A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 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 Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-1 and
Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a
Class II-A-1 Certificate.
Class II-A-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-2 and
Exhibit C hereto.
Class II-A-2 Certificateholder: The registered holder of a
Class II-A-2 Certificate.
Class II-A-2 Priority Amount: For any Distribution Date, the lesser
of (i) the Principal Balance of the Class II-A-2 Certificates and (ii) the sum
of (A) the product of (1) the Class II-A-2 Priority Percentage, (2) the Shift
Percentage and (3) the Group II Scheduled Principal Amount and (B) the product
of (1) the Class II-A-2 Priority Percentage, (2) the Prepayment Shift Percentage
and (3) the Group II Unscheduled Principal Amount.
Class II-A-2 Priority Percentage: The lesser of (i) 100% and (ii)
the sum of the Principal Balance of the Class II-A-2 Certificates and $4,800,000
divided by the Group II Pool Balance (Non-PO Portion).
Class II-A-5 IO Component Notional Amount: As to any Distribution
Date, an amount equal to the Principal Balance of the Class II-A-3 Component.
Class II-A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-A-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-A-PO Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-PO
and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a
Class II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to
the applicable 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 Paragraph third Clause (B) of Section 4.01(a)(i) and (y) the sum of
the product for each Group II Discount Mortgage Loan which became a Liquidated
Loan at any time on or prior to the last day of the Applicable Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts for the current
Distribution Date of (a) the PO Fraction for such Group II Discount Mortgage
Loan and (b) an amount equal to the principal portion of Realized Losses (other
than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to
such Mortgage Loan other than Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses and (B) amounts distributed on the Class II-A-PO
Certificates on prior Distribution Dates pursuant to Paragraph fourth Clause (B)
of Section 4.01(a)(i). On and after the applicable 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 for Loan Group II
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 one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group II
Mortgage Loan substituted for a Group II Mortgage Loan during the one
month period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Group II
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Group II
Mortgage Loan.
Class A Certificate: Any of the Group I-A Certificates,
Group II-A Certificates, Class A-3 Certificates, Class A-4 Certificates
or Class A-5 Certificates.
Class A Certificateholder: The registered holder of a Class
A Certificate.
Class A Certificates and Components: Any of the Group I-A
Certificates and Components or the Group II-A Certificates and
Components.
Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-7, Class
I-A-R, Class I-A-LR, Class II-A-1 and Class II-A-2 Certificates, 7.750% per
annum. As to the Class I-A-2 Certificates, 8.000% per annum. As to the Class A-3
Certificates, 7.850% per annum. As to the Class A-5 Certificates, 0.001% per
annum. The Class A-4, Class I-A-6, 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: For a Group, as to any
Distribution Date and any Class of Class A Certificates or any Component of such
Group, the amount, if any, by which the aggregate of the Group I-A Interest
Shortfall Amounts or Group II-A Interest Shortfall Amounts, as applicable, for
such Class or Component for prior Distribution Dates is in excess of the amounts
distributed in respect of such Class or Component on prior Distribution Dates
pursuant to Paragraph second Clause (A) or (B), as applicable, of Section
4.01(a)(i).
Class A-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-A-3 and
Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a
Class A-3 Certificate.
Class A-3 Component: Either of the Class I-A-3 Component
or the Class II-A-3 Component.
Class A-3 Distribution Deficiency: With respect to the Class A-3
Certificates on each Distribution Date, the sum of (i) the Class A-3 Interest
Loss Amount for such Distribution Date and (ii) the Class A-3 Principal Loss
Amount for such Distribution.
Class A-3 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount of the Class A-3 Certificates
(determined without regard to clause (ii) of the definition of Interest Accrual
Amount for each Class A-3 Component), net of any Non-Supported Interest
Shortfalls allocated to the Class A-3 Certificates that are covered by the
Reserve Fund over (ii) the amount available to be distributed in respect of the
Class A-3 Certificates on such Distribution Date pursuant to Paragraph first of
Section 4.01(a)(i).
Class A-3 Principal Loss Amount: As to any Distribution Date, the
sum of, without duplication, (i) the sum of (A) the Group I-A Loss Percentage of
the Class I-A-3 Component of the principal portion of Realized Losses allocated
to the Group I-A Certificates and Components (other than the Class I-A-PO
Certificates) with respect to such Distribution Date pursuant to Section 4.02(b)
and (B) the Group II-A Loss Percentage of the Class II-A-3 Component of the
principal portion of Realized Losses allocated to the Group II-A Certificates
and Components (other than the Class II-A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) the sum of (A) any amount
which reduces the Principal Balance allocated to the Class I-A-3 Component after
the applicable Cross-Over Date with respect to such Distribution Date pursuant
to the third sentence in the definition of Principal Balance of the Class I-A-3
Component and (B) any amount which reduces the Principal Balance allocated to
the Class II-A-3 Component after the applicable Cross-Over Date with respect to
such Distribution Date pursuant to the third sentence in the definition of
Principal Balance of the Class II-A-3 Component.
Class A-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-A-4 and
Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a
Class A-4 Certificate.
Class A-4 Component: Either of the Class I-A-4 PO
Component or the Class II-A-4 PO Component.
Class A-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-A-5 and
Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a
Class A-5 Certificate.
Class A-5 Component: Either of the Class I-A-5 IO
Component or the Class II-A-5 IO Component.
Class A-5 Notional Amount: As to any Distribution Date, an amount
equal to the sum of the Class I-A-5 IO Component Notional Amount and the Class
II-A-5 IO Component Notional Amount.
Class I-B-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit I-B-1 and
Exhibit C hereto.
Class I-B-1 Certificateholder: The registered holder of a
Class I-B-1 Certificate.
Class I-B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-1 Certificates pursuant to
Paragraphs fifth Clause (A), sixth Clause (A) and eighth Clause (A) of Section
4.01(a)(i).
Class I-B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth Clause (A) of Section 4.01(a)(i).
Class I-B-1 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 Class I-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 for Loan Group I has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class I-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 Class I-B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class I-B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 I-B-1 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-1 Certificates.
Class I-B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group I Subordinated Percentage by either (i) if
any Group I-B Certificates (other than the Class I-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
I-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 Group I-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 Group I-B Certificates (other than the Class I-B-1 Certificates) are
not eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class I-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 Group I-B Certificates (other than the Class
I-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 I-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 Group I-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 Group I-B Certificates
(other than the Class I-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class I-B-1 Principal Balance: As to the first Determination Date,
the Original Class I-B-1 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class I-B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh Clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class I-B-1 Certificates
pursuant to Section 4.02(b); provided, however, if the Class I-B-1 Certificates
are the most subordinate Group I-B Certificates outstanding, the Class I-B-1
Principal Balance will equal the difference, if any, between the Group I
Adjusted Pool Amount as of the preceding Distribution Date less the Group I-A
Principal Balance as of such Determination Date.
Class I-B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-1 Certificates
pursuant to Paragraph seventh Clause (A) of Section 4.01(a)(i).
Class I-B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth Clause (A) of Section 4.01(a)(i).
Class I-B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit I-B-2 and
Exhibit C hereto.
Class I-B-2 Certificateholder: The registered holder of a
Class I-B-2 Certificate.
Class I-B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-2 Certificates pursuant to
Clause (ii) Paragraphs eighth Clause (A), ninth Clause (A) and tenth Clause (A)
of Section 4.01(a)(i).
Class I-B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth Clause (A) of Section 4.01(a)(i).
Class I-B-2 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 Class I-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 for Loan Group I has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class I-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 Class I-B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class I-B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 I-B-2 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-2 Certificates.
Class I-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 I-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 Group I-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 I-B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
I-B-2 Percentage for such Distribution Date will be zero.
Class I-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 I-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
Group I-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 I-B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class I-B-2 Prepayment Percentage for
such Distribution Date will be zero.
Class I-B-2 Principal Balance: As to the first Determination Date,
the Original Class I-B-2 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class I-B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth Clause A of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class I-B-2 Certificates
pursuant to Section 4.02(b); provided, however, if the Class I-B-2 Certificates
are the most subordinate Group I-B Certificates outstanding, the Class I-B-2
Principal Balance will equal the difference, if any, between the Group I
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Group I-A Principal Balance and the Class I-B-1 Principal Balance as of such
Determination Date.
Class I-B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-2 Certificates
pursuant to Paragraph tenth Clause (A) of Section 4.01(a)(i).
Class I-B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class I-B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit I-B-3 and
Exhibit C hereto.
Class I-B-3 Certificateholder: The registered holder of a
Class I-B-3 Certificate.
Class I-B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-3 Certificates pursuant to
Paragraphs eleventh Clause (A), twelfth Clause (A) and thirteenth Clause (A) of
Section 4.01(a)(i).
Class I-B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh Clause (A) of Section 4.01(a)(i).
Class I-B-3 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 Class I-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 for Loan Group I has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class I-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 I-B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class I-B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 I-B-3 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-3 Certificates.
Class I-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 I-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 Group I-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 I-B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
I-B-3 Percentage for such Distribution Date will be zero.
Class I-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 I-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
Group I-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 I-B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class I-B-3 Prepayment Percentage for
such Distribution Date will be zero.
Class I-B-3 Principal Balance: As to the first Determination Date,
the Original Class I-B-3 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class I-B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth Clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class I-B-3 Certificates
pursuant to Section 4.02(b); provided, however, if the Class I-B-3 Certificates
are the most subordinate Group I-B Certificates outstanding, the Class I-B-3
Principal Balance will equal the difference, if any, between the Group I
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Group I-A Principal Balance, the Class I-B-1 Principal Balance and the Class
I-B-2 Principal Balance as of such Determination Date.
Class I-B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-3 Certificates
pursuant to Paragraph thirteenth Clause (A) of Section 4.01(a)(i).
Class I-B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth Clause (A) of Section 4.01(a)(i).
Class I-B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit I-B-4 and
Exhibit C hereto.
Class I-B-4 Certificateholder: The registered holder of a
Class I-B-4 Certificate.
Class I-B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-4 Certificates pursuant to
Paragraphs fourteenth Clause (A), fifteenth Clause (A) and sixteenth Clause (A)
of Section 4.01(a)(i).
Class I-B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth Clause (A) of Section 4.01(a)(i).
Class I-B-4 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 Class I-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 for Loan Group I has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class I-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 Class I-B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class I-B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 I-B-4 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-4 Certificates.
Class I-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 I-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 Group I-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 I-B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
I-B-4 Percentage for such Distribution Date will be zero.
Class I-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 I-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
Group I-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 I-B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class I-B-4 Prepayment Percentage for
such Distribution Date will be zero.
Class I-B-4 Principal Balance: As to the first Determination Date,
the Original Class I-B-4 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class I-B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth Clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class I-B-4 Certificates
pursuant to Section 4.02(b); provided, however, if the Class I-B-4 Certificates
are the most subordinate Group I-B Certificates outstanding, the Class I-B-4
Principal Balance will equal the difference, if any, between the Group I
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Group I-A Principal Balance, the Class I-B-1 Principal Balance, the Class I-B-2
Principal Balance and the Class I-B-3 Principal Balance as of such Determination
Date.
Class I-B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-4 Certificates
pursuant to Paragraph sixteenth Clause (A) of Section 4.01(a)(i).
Class I-B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth Clause (A) of Section 4.01(a)(i).
Class I-B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit I-B-5 and
Exhibit C hereto.
Class I-B-5 Certificateholder: The registered holder of a
Class I-B-5 Certificate.
Class I-B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-5 Certificates pursuant to
Paragraphs seventeenth Clause (A), eighteenth Clause (A) and nineteenth Clause
(A) of Section 4.01(a)(i).
Class I-B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth Clause (A) of Section 4.01(a)(i).
Class I-B-5 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 Class I-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 for Loan Group I has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class I-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 Class I-B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class I-B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 I-B-5 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-5 Certificates.
Class I-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 I-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 Group I-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 I-B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
I-B-5 Percentage for such Distribution Date will be zero.
Class I-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 I-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
Group I-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 I-B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class I-B-5 Prepayment Percentage for
such Distribution Date will be zero.
Class I-B-5 Principal Balance: As to the first Determination Date,
the Original Class I-B-5 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class I-B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth Clause (A) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class I-B-5 Certificates
pursuant to Section 4.02(b); provided, however, if the Class I-B-5 Certificates
are the most subordinate Group I-B Certificates outstanding, the Class I-B-5
Principal Balance will equal the difference, if any, between the Group I
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Group I-A Principal Balance, the Class I-B-1 Principal Balance, the Class I-B-2
Principal Balance, the Class I-B-3 Principal Balance and the Class I-B-4
Principal Balance as of such Determination Date.
Class I-B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-5 Certificates
pursuant to Paragraph nineteenth Clause (A) of Section 4.01(a)(i).
Class I-B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth Clause (A) of Section 4.01(a)(i).
Class I-B-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit I-B-6 and
Exhibit C hereto.
Class I-B-6 Certificateholder: The registered holder of a
Class I-B-6 Certificate.
Class I-B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class I-B-6 Certificates pursuant to
Paragraphs twentieth Clause (A), twenty-first Clause (A) and twenty-second
Clause (A) of Section 4.01(a)(i).
Class I-B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class I-B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class I-B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth Clause (A) of Section 4.01(a)(i).
Class I-B-6 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 Class I-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 for Loan Group I has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class I-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 Class I-B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class I-B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 I-B-6 Optimal Principal Amount
will equal the lesser of (A) the Class I-B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class I-B-6 Certificates.
Class I-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 I-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 Group I-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 I-B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
I-B-6 Percentage for such Distribution Date will be zero.
Class I-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 I-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
Group I-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 I-B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class I-B-6 Prepayment Percentage for
such Distribution Date will be zero.
Class I-B-6 Principal Balance: As to the first Determination Date,
the Original Class I-B-6 Principal Balance. As of any subsequent Determination
Date, the Original Class I-B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class I-B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second Clause (A) of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class I-B-6 Certificates pursuant to Section 4.02(b); provided, however,
if the Class I-B-6 Certificates are outstanding, the Class I-B-6 Principal
Balance will equal the difference, if any, between the Group I Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Group I-A
Principal Balance, the Class I-B-1 Principal Balance, the Class I-B-2 Principal
Balance, the Class I-B-3 Principal Balance, the Class I-B-4 Principal Balance
and the Class I-B-5 Principal Balance as of such Determination Date.
Class I-B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class I-B-6 Certificates
pursuant to Paragraph twenty-second Clause (A) of Section 4.01(a)(i).
Class I-B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class I-B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class I-B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first Clause (A) of Section 4.01(a)(i).
Class I-B-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class II-B-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit II-B-1 and
Exhibit C hereto.
Class II-B-1 Certificateholder: The registered holder of a
Class II-B-1 Certificate.
Class II-B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-1 Certificates pursuant to
Paragraphs fifth Clause (B), sixth Clause (B) and seventh Clause (B) of Section
4.01(a)(i).
Class II-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 II-B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth Clause (B) of Section 4.01(a)(i).
Class II-B-1 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 Class II-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 for Loan Group II has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class II-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 Class II-B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class II-B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 II-B-1 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-1 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-1 Certificates.
Class II-B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group II Subordinated Percentage by either (i) if
any Group II-B Certificates (other than the Class II-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
II-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 Group II-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 Group II-B Certificates (other than the Class II-B-1 Certificates) are
not eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class II-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 Group II-B Certificates (other than the Class
II-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 II-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 Group II-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 Group II-B Certificates
(other than the Class II-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class II-B-1 Principal Balance: As to the first Determination Date,
the Original Class II-B-1 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-1 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class II-B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh Clause (B) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class II-B-1
Certificates pursuant to Section 4.02(b); provided, however, if the Class II-B-1
Certificates are the most subordinate Group II-B Certificates outstanding, the
Class II-B-1 Principal Balance will equal the difference, if any, between the
Group II Adjusted Pool Amount as of the preceding Distribution Date less the
Group II-A Principal Balance as of such Determination Date.
Class II-B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-1 Certificates
pursuant to Paragraph seventh Clause (B) of Section 4.01(a)(i).
Class II-B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-1 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-1 Certificates on prior Distribution
Dates pursuant to Paragraph sixth Clause (B) of Section 4.01(a)(i).
Class II-B-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit II-B-2 and
Exhibit C hereto.
Class II-B-2 Certificateholder: The registered holder of a
Class II-B-2 Certificate.
Class II-B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-2 Certificates pursuant to
Paragraphs eighth Clause (B), ninth Clause (B) and tenth Clause (B) of Section
4.01(a)(i).
Class II-B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth Clause (B) of Section 4.01(a)(i).
Class II-B-2 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 Class II-B-4 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 for Loan Group II has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class II-B-4 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 Class II-B-4 2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class II-B-4 2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 II-B-2 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-2 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-2 Certificates.
Class II-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 II-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 Group II-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 II-B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
II-B-2 Percentage for such Distribution Date will be zero.
Class II-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 II-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
Group II-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 II-B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class II-B-2 Prepayment Percentage for
such Distribution Date will be zero.
Class II-B-2 Principal Balance: As to the first Determination Date,
the Original Class II-B-2 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-2 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class II-B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth Clause (B) of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class II-B-2
Certificates pursuant to Section 4.02(b); provided, however, if the Class II-B-2
Certificates are the most subordinate Group II-B Certificates outstanding, the
Class II-B-2 Principal Balance will equal the difference, if any, between the
Group II Adjusted Pool Amount as of the preceding Distribution Date less the sum
of the Group II-A Principal Balance and the Class II-B-1 Principal Balance as of
such Determination Date.
Class II-B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-2 Certificates
pursuant to Paragraph tenth Clause (B) of Section 4.01(a)(i).
Class II-B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-2 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-2 Certificates on prior Distribution
Dates pursuant to Paragraph ninth Clause (B) of Section 4.01(a)(i).
Class II-B-3 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit II-B-3 and
Exhibit C hereto.
Class II-B-3 Certificateholder: The registered holder of a
Class II-B-3 Certificate.
Class II-B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-3 Certificates pursuant to
Paragraphs eleventh Clause (B), twelfth Clause (B) and thirteenth Clause (B) of
Section 4.01(a)(i).
Class II-B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh Clause (B) of Section 4.01(a)(i).
Class II-B-3 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 Class II-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 for Loan Group II has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class II-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 Class II-B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class II-B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 II-B-3 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-3 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-3 Certificates.
Class II-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 II-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 Group II-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 II-B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
II-B-3 Percentage for such Distribution Date will be zero.
Class II-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 II-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
Group II-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 II-B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class II-B-3 Prepayment Percentage for
such Distribution Date will be zero.
Class II-B-3 Principal Balance: As to the first Determination Date,
the Original Class II-B-3 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-3 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class II-B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth Clause (B) of
Section 4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class II-B-3
Certificates pursuant to Section 4.02(b); provided, however, if the Class II-B-3
Certificates are the most subordinate Group II-B Certificates outstanding, the
Class II-B-3 Principal Balance will equal the difference, if any, between the
Group II Adjusted Pool Amount as of the preceding Distribution Date less the sum
of the Group I-A Principal Balance, the Class II-B-1 Principal Balance and the
Class II-B-2 Principal Balance as of such Determination Date.
Class II-B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-3 Certificates
pursuant to Paragraph thirteenth Clause (B) of Section 4.01(a)(i).
Class II-B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-3 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-3 Certificates on prior Distribution
Dates pursuant to Paragraph twelfth Clause (B) of Section 4.01(a)(i).
Class II-B-4 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit II-B-4 and
Exhibit C hereto.
Class II-B-4 Certificateholder: The registered holder of a
Class II-B-4 Certificate.
Class II-B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-4 Certificates pursuant to
Paragraphs fourteenth Clause (B), fifteenth Clause (B), and sixteenth Clause (B)
of Section 4.01(a)(i).
Class II-B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth Clause (B) of Section 4.01(a)(i).
Class II-B-4 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 Class II-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 for Loan Group II has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class II-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 Class II-B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class II-B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 II-B-4 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-4 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-4 Certificates.
Class II-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 II-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 Group II-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 II-B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
II-B-4 Percentage for such Distribution Date will be zero.
Class II-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 II-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
Group II-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 II-B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class II-B-4 Prepayment Percentage for
such Distribution Date will be zero.
Class II-B-4 Principal Balance: As to the first Determination Date,
the Original Class II-B-4 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-4 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class II-B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth Clause (B) of
Section 4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class II-B-4
Certificates pursuant to Section 4.02(b); provided, however, if the Class II-B-4
Certificates are the most subordinate Group II-B Certificates outstanding, the
Class II-B-4 Principal Balance will equal the difference, if any, between the
Group II Adjusted Pool Amount as of the preceding Distribution Date less the sum
of the Group II-A Principal Balance, the Class II-B-1 Principal Balance, the
Class II-B-2 Principal Balance and the Class II-B-3 Principal Balance as of such
Determination Date.
Class II-B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-4 Certificates
pursuant to Paragraph sixteenth Clause (B) of Section 4.01(a)(i).
Class II-B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-4 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-4 Certificates on prior Distribution
Dates pursuant to Paragraph fifteenth Clause (B) of Section 4.01(a)(i).
Class II-B-5 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit II-B-5 and
Exhibit C hereto.
Class II-B-5 Certificateholder: The registered holder of a
Class II-B-5 Certificate.
Class II-B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-5 Certificates pursuant to
Paragraphs seventeenth Clause (B), eighteenth Clause (B) and nineteenth Clause
(B) of Section 4.01(a)(i).
Class II-B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth Clause (B) of Section 4.01(a)(i).
Class II-B-5 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 Class II-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 for Loan Group II has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class II-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 Class II-B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class II-B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 II-B-5 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-5 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-5 Certificates.
Class II-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 II-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 Group II-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 II-B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
II-B-5 Percentage for such Distribution Date will be zero.
Class II-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 II-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
Group II-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 II-B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class II-B-5 Prepayment Percentage for
such Distribution Date will be zero.
Class II-B-5 Principal Balance: As to the first Determination Date,
the Original Class II-B-5 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-5 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class II-B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth Clause (B) of
Section 4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class II-B-5
Certificates pursuant to Section 4.02(b); provided, however, if the Class II-B-5
Certificates are the most subordinate Group II-B Certificates outstanding, the
Class II-B-5 Principal Balance will equal the difference, if any, between the
Group II Adjusted Pool Amount as of the preceding Distribution Date less the sum
of the Group I-A Principal Balance, the Class II-B-1 Principal Balance, the
Class II-B-2 Principal Balance, the Class II-B-3 Principal Balance and the Class
II-B-4 Principal Balance as of such Determination Date.
Class II-B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-5 Certificates
pursuant to Paragraph nineteenth Clause (B) of Section 4.01(a)(i).
Class II-B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-5 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-5 Certificates on prior Distribution
Dates pursuant to Paragraph eighteenth Clause (B) of Section 4.01(a)(i).
Class II-B-6 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit II-B-6 and
Exhibit C hereto.
Class II-B-6 Certificateholder: The registered holder of a
Class II-B-6 Certificate.
Class II-B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class II-B-6 Certificates pursuant to
Paragraphs twentieth Clause (B), twenty-first Clause (B) and twenty-second
Clause (B) of Section 4.01(a)(i).
Class II-B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class II-B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class II-B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth Clause (B) of Section 4.01(a)(i).
Class II-B-6 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 Class II-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 for Loan Group II has been reduced to zero, the principal portion
of any Debt Service Reduction with respect to such Mortgage Loan;
(ii) the Class II-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 Class II-B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class II-B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator 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 II-B-6 Optimal Principal Amount
will equal the lesser of (A) the Class II-B-6 Optimal Principal Amount
calculated as described in the preceding provisions and (B) the Adjusted
Principal Balance for the Class II-B-6 Certificates.
Class II-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 II-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 Group II-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 II-B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
II-B-6 Percentage for such Distribution Date will be zero.
Class II-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 II-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
Group II-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 II-B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class II-B-6 Prepayment Percentage for
such Distribution Date will be zero.
Class II-B-6 Principal Balance: As to the first Determination Date,
the Original Class II-B-6 Principal Balance. As of any subsequent Determination
Date, the Original Class II-B-6 Principal Balance less the sum of (a) all
amounts previously distributed in respect of the Class II-B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second Clause (B) of
Section 4.01(a)(i) and (b) the Realized Losses allocated through such
Determination Date to the Class II-B-6 Certificates pursuant to Section 4.02(b);
provided, however, if the Class II-B-6 Certificates are outstanding, the Class
II-B-6 Principal Balance will equal the difference, if any, between the Group II
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Group II-A Principal Balance, the Class II-B-1 Principal Balance, the Class
II-B-2 Principal Balance, the Class II-B-3 Principal Balance, the Class II-B-4
Principal Balance and the Class II-B-5 Principal Balance as of such
Determination Date.
Class II-B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class II-B-6 Certificates
pursuant to Paragraph twenty-second Clause (B) of Section 4.01(a)(i).
Class II-B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class II-B-6 Interest
Shortfall Amounts for prior Distribution Dates is in excess of the amounts
distributed in respect of the Class II-B-6 Certificates on prior Distribution
Dates pursuant to Paragraph twenty-first Clause (B) of Section 4.01(a)(i).
Class II-B-L Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B Certificate: Any one of the Class I-B-1 Certificates, Class
I-B-2 Certificates, Class I-B-3 Certificates, Class I-B-4 Certificates, Class
I-B-5 Certificates, Class I-B-6 Certificates, Class II-B-1 Certificates, Class
II-B-2 Certificates, Class II-B-3 Certificates, Class II-B-4 Certificates, Class
II-B-5 Certificates or Class II-B-6 Certificates.
Class B Certificateholder: The registered holder of a Class
B Certificate.
Class B Distribution Amount: Any of the Class I-B-1, Class I-B-2,
Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, the Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 or Class II-B-6 Distribution
Amounts.
Class B Interest Accrual Amount: For a Group, as to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates of such Group with respect to such Distribution Date.
Class B Interest Percentage: For a Group as to any Distribution Date
and any Class of Class B Certificates of such Group, 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
for such Group (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class I-B-1 Interest
Shortfall Amount, Class I-B-2 Interest Shortfall Amount, Class I-B-3 Interest
Shortfall Amount, Class I-B-4 Interest Shortfall Amount, Class I-B-5 Interest
Shortfall Amount, Class I-B-6 Interest Shortfall Amount, Class II-B-1 Interest
Shortfall Amount, Class II-B-2 Interest Shortfall Amount, Class II-B-3 Interest
Shortfall Amount, Class II-B-4 Interest Shortfall Amount, Class II-B-5 Interest
Shortfall Amount or Class II-B-6 Interest Shortfall Amount.
Class B Loss Percentage: For a Group as to any Determination Date
and any Class of Class B Certificates of such Group then outstanding, the
percentage calculated by dividing the Principal Balance of such Class of Class B
Certificates by the sum of the Principal Balances of the Class B Certificates of
such Group (determined without regard to any Principal Balance of any Class of
Class B Certificates of such Group not then outstanding), in each case
determined as of the preceding Determination Date.
Class B Optimal Principal Amount: Any of the Class I-B-1, Class
I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 or Class II-B-6 Optimal
Principal Amounts.
Class B Pass-Through Rate: As to any Class B Certificate, 7.750% per
annum.
Class B Unpaid Interest Shortfall: Any of the Class I-B-1 Unpaid
Interest Shortfall, Class I-B-2 Unpaid Interest Shortfall, Class I-B-3 Unpaid
Interest Shortfall, Class I-B-4 Unpaid Interest Shortfall, Class I-B-5 Unpaid
Interest Shortfall, Class I-B-6 Unpaid Interest Shortfall, Class II-B-1 Unpaid
Interest Shortfall, Class II-B-2 Unpaid Interest Shortfall, Class II-B-3 Unpaid
Interest Shortfall, Class II-B-4 Unpaid Interest Shortfall, Class II-B-5 Unpaid
Interest Shortfall or Class II-B-6 Unpaid Interest Shortfall.
Clearing Agency: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934,
as amended. The initial Clearing Agency shall be The Depository Trust
Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the
Certificates, as set forth in Section 11.17
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: For a Group 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 the related Loan Group for such Distribution Date and (b)
the Available Master Servicing Compensation for such Loan Group for such
Distribution Date.
Component: Any Class A-3 Component, Class A-4 Component or
Class A-5 Component.
Component Rate: With respect to any Class A-3 Component, 7.850% per
annum. With respect to any Class A-5 Component, 0.001% per annum. The Class A-4
Components are not entitled to distributions in respect of interest and have no
Component Rate.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or Trustee, as the case may be, at which at any particular time
its corporate trust business shall be administered, which office with respect to
the Trust Administrator at the date of the execution of this instrument is
located at 401 South Tryon Street, NC 1179, Charlotte, North Carolina 28202 and
with respect to the Trustee, at the date of execution of this instrument is
located at 114 West 47th Street, New York, New York 10036.
Corresponding Upper-Tier Class, Classes, Component or Components: As
to the following Uncertificated Lower-Tier Interests, the Corresponding
Upper-Tier Class, Classes, Component or Components, as follows:
Uncertificated Lower-Tier Corresponding Upper-Tier Class,
Classes, Interest Component or
Components
Class I-A-L1 Interest Class I-A-1 Certificates and Class
I-A-7 Certificates
Class I-A-L2 Interest Class I-A-2 Certificates and Class
I-A-6 Certificates
Class I-A-L3 Interest Class I-A-3 Component, Class I-A-4 PO
Component and Class I-A-5 IO Component
Class I-A-LPO Interest Class I-A-PO Certificates
Class I-A-LUR Interest Class I-A-R Certificate
Class II-A-L1 Interest Class II-A-1 Certificates and Class
II-A-2 Certificates
Class II-A-L3 Interest Class II-A-3 Component, Class II-A-4
PO Component and Class II-A-5 IO
Component
Class II-A-LPO Interest Class II-A-PO Certificates
Class I-B-L Interest Class I-B-1 Certificates, Class I-B-2
Certificates, Class I-B-3 Certificates,
Class I-B-4 Certificates, Class I-B-5
Certificates and Class I-B-6
Certificates
Class II-B-L Interest Class II-B-1 Certificates, Class
II-B-2 Certificates, Class II-B-3
Certificates,
Class II-B-4 Certificates, Class
II-B-5 Certificates and Class II-B-6
Certificates
Cross-Over Date: With respect to a Group, the Distribution Date
preceding the first Distribution Date on which the Group I-A Percentage or Group
II-A Percentage (in each case, determined pursuant to clause (ii) of the
definition thereof), as applicable, equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date and any Group that occurs on or after the applicable 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 Group I-A
Certificates and Components and the Group I Premium Payment pursuant to
Paragraph first Clause (A) of Section 4.01(a)(i) on such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Group II-A
Certificates and Components and the Group II Premium Payment pursuant to
Paragraph first Clause (B) of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: For a Group as to any
Distribution Date, the amount distributed in respect of the Classes of Class B
Certificates of such Group pursuant to Paragraphs fifth, eighth, eleventh,
fourteenth, seventeenth and twentieth Clause (A) or (B), as applicable of
Section 4.01(a)(i) on such Distribution Date.
Current Class I-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 I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates by the sum of the Group I-A Non-PO
Principal Balance and the Group I-B Principal Balance. As to the first
Distribution Date, the Original Class I-B-1 Fractional Interest.
Current Class I-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 I-B-3, Class I-B-4, Class I-B-5
and Class I-B-6 Certificates by the sum of the Group I-A Non-PO Principal
Balance and the Group I-B Principal Balance. As to the first Distribution Date,
the Original Class I-B-2 Fractional Interest.
Current Class I-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 I-B-4, Class I-B-5 and Class
I-B-6 Certificates by the sum of the Group I-A Non-PO Principal Balance and the
Group I-B Principal Balance. As to the first Distribution Date, the Original
Class I-B-3 Fractional Interest.
Current Class I-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 I-B-5 and Class I-B-6
Certificates by the sum of the Group I-A Non-PO Principal Balance and the Group
I-B Principal Balance. As to the first Distribution Date, the Original Class
I-B-4 Fractional Interest.
Current Class I-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 I-B-6 Certificates by the sum of the Group
I-A Non-PO Principal Balance and the Group I-B Principal Balance. As to the
first Distribution Date, the Original Class I-B-5 Fractional Interest.
Current Class II-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 II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates by the sum of the Group
II-A Non-PO Principal Balance and the Group II-B Principal Balance. As to the
first Distribution Date, the Original Class II-B-1 Fractional Interest.
Current Class II-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 II-B-3, Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates by the sum of the Group II-A Non-PO
Principal Balance and the Group II-B Principal Balance. As to the first
Distribution Date, the Original Class II-B-2 Fractional Interest.
Current Class II-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 II-B-4, Class II-B-5 and
Class II-B-6 Certificates by the sum of the Group II-A Non-PO Principal Balance
and the Group II-B Principal Balance. As to the first Distribution Date, the
Original Class II-B-3 Fractional Interest.
Current Class II-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 II-B-5 and Class II-B-6
Certificates by the sum of the Group II-A Non-PO Principal Balance and the Group
II-B Principal Balance. As to the first Distribution Date, the Original Class
II-B-4 Fractional Interest.
Current Class II-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 II-B-6 Certificates by the sum of
the Group II-A Non-PO Principal Balance and the Group II-B Principal Balance. As
to the first Distribution Date, the Original Class II-B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor
which is not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of the Trustee or Trust Administrator. Neither a Servicer, nor the
Seller nor the Master Servicer nor any Person directly or indirectly controlling
or controlled by or under common control with any such Person may be appointed
Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-3 Certificate who
was living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trust
Administrator has received through the Clearing Agency evidence of death
satisfactory to the Trust Administrator and any tax waivers requested by the
Trustee.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class A-5 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-5 Certificates, the amount specified on the face
of each such Certificate representing the portion of the Original Class A-5
Notional Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan or
Group II Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the
month in which the Monthly Payment on such Mortgage Loan is scheduled
to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) (or in the case of the
Class A-3 Certificates, without giving effect to the guaranty provided by
Ambac) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) (or in the case of the Class A-3 Certificates, without giving
effect to the guaranty provided by Ambac) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) (or, in the case of the Class
A-3 Certificates, without giving effect to guaranty provided by Ambac) by
either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) (or in
the case of the Class A-3 Certificates, without giving effect to the
guaranty provided by Ambac) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) (or in the case of the Class A-3 Certificates, without giving
effect to guaranty provided by Ambac) 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: For a Loan Group with respect to any
Distribution Date and any Mortgage Loan in such Loan Group as to which a
Bankruptcy Loss is realized in the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses for such Loan Group with respect to such Distribution Date exceed the
then-applicable Bankruptcy Loss Amount for such Loan Group, then the portion of
such Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses for such Loan Group over the then-applicable
Bankruptcy Loss Amount for such Loan Group, divided by (b) the Aggregate Current
Bankruptcy Losses for such Loan Group or (ii) if the Aggregate Current
Bankruptcy Losses for such Loan Group with respect to such Distribution Date are
less than or equal to the then-applicable Bankruptcy Loss Amount for such Loan
Group, then zero. In addition, any Bankruptcy Loss for a Loan Group occurring
with respect to a Mortgage Loan in such Loan Group on or after the applicable
Cross-Over Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: For a Loan Group with respect to any Distribution
Date and any Mortgage Loan in such Loan Group 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 for such Loan Group with respect to such Distribution Date exceed
the then-applicable Fraud Loss Amount for such Loan Group, then the portion of
such Fraud Loss represented by the ratio of (a) the excess of the Aggregate
Current Fraud Losses for such Loan Group over the then-applicable Fraud Loss
Amount for such Loan Group, divided by (b) the Aggregate Current Fraud Losses
for such Loan Group, or (ii) if the Aggregate Current Fraud Losses for such Loan
Group with respect to such Distribution Date are less than or equal to the
then-applicable Fraud Loss Amount for such Loan Group, then zero. In addition,
any Fraud Loss for a Loan Group occurring with respect to a Mortgage Loan in
such Loan Group on or after the applicable Cross-Over Date will be an Excess
Fraud Loss.
Excess Special Hazard Loss: For a Loan Group with respect to any
Distribution Date and any Mortgage Loan in such Loan Group 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 for such Loan Group with respect to such
Distribution Date exceed the then-applicable Special Hazard Loss Amount for such
Loan Group, then the portion of such Special Hazard Loss represented by the
ratio of (a) the excess of the Aggregate Current Special Hazard Losses for such
Loan Group over the then-applicable Special Hazard Loss Amount for such Loan
Group, divided by (b) the Aggregate Current Special Hazard Losses for such Loan
Group, or (ii) if the Aggregate Current Special Hazard Losses for such Loan
Group with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount for such Loan Group, then zero. In
addition, any Special Hazard Loss for a Loan Group occurring with respect to a
Mortgage Loan in such Loan Group on or after the applicable Cross-Over Date will
be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-1 hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to 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 Certificates is June 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..
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 the sum of (a) 7.750%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the 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 the sum of (a) 7.750%, (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 the Fraud Loss Amount with respect to Loan Group I an amount equal to: (X)
prior to the first anniversary of the Cut-Off Date an amount equal to
$2,503,077.04 minus the aggregate amount of Fraud Losses for Loan Group I
allocated solely to the Group I-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 for Loan Group I 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 Group
I Mortgage Loans as of the most recent anniversary of the Cut-Off Date minus (2)
the Fraud Losses for Loan Group I allocated solely to the Group I-B Certificates
in accordance with Section 4.02(a) since the most recent anniversary of the
Cut-Off Date. On and after the applicable Cross-Over Date or after the fifth
anniversary of the Cut-Off Date the Fraud Loss Amount for Loan Group I shall be
zero. As of any Distribution Date after the Cut-Off Date the Fraud Loss Amount
with respect to Loan Group II an amount equal to: (X) prior to the first
anniversary of the Cut-Off Date an amount equal to $2,805,590.14 minus the
aggregate amount of Fraud Losses for Loan Group II allocated solely to the Group
II-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 for Loan Group II 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 Group II Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses for Loan
Group II allocated solely to the Group II-B Certificates in accordance with
Section 4.02(a) since the most recent anniversary of the Cut-Off Date. On and
after the applicable Cross-Over Date or after the fifth anniversary of the
Cut-Off Date the Fraud Loss Amount for Loan Group II 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: Either of Group I or Group II.
Group Subordinate Amount: Either of the Group I Subordinate
Amount or the Group II Subordinate Amount.
Group I: The Group I-A Certificates and Components and the
Group I-B Certificates.
Group I Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in respect of principal received in
respect of the Group I Mortgage Loans (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group I
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group I Mortgage Loans from the Cut-Off Date through
the end of the period corresponding to the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group I Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group I Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group I Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group I Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group I Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group I Class B Percentage: Any one of the Class I-B-1 Percentage,
Class I-B-2 Percentage, Class I-B-3 Percentage, Class I-B-4 Percentage, Class
I-B-5 Percentage or Class I-B-6 Percentage.
Group I Class B Prepayment Percentage: Any of the Class I-B-1
Prepayment Percentage, Class I-B-2 Prepayment Percentage, Class I-B-3 Prepayment
Percentage, Class I-B-4 Prepayment Percentage, Class I-B-5 Prepayment Percentage
or Class I-B-6 Prepayment Percentage.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a Net
Mortgage Interest Rate of less than 7.750%.
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 Group I-A Certificates and Components and
Group I-B Certificates on such Distribution Date, which shall be the sum of (i)
all previously undistributed payments or other receipts on account of principal
and interest on or in respect of the Group I Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group I Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group I Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group I
Mortgage Loans made by the Master Servicer or the Trust Administrator pursuant
to Section 3.03, and (iii) all other amounts with respect to a Group I Mortgage
Loan required to be placed in the Certificate Account by the Servicer on or
before the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trust Administrator has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular Group
I Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group I Mortgage Loan substituted for a Group I Mortgage Loan pursuant to
Sections 2.02, 2.03 or 2.06 on or following the Determination Date in the
month in which such Distribution Date occurs and the unpaid principal
balance of such Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group I Mortgage Loan which represents any unpaid Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in
the Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group I Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be deposited
in the Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group I Mortgage
Loans;
(k) Month End Interest in respect of Group I Mortgage
Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group I Mortgage Loans.
Group I Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group I Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group I Premium Payment: As to any Distribution Date, (i) the
product of (a) 1/12th of 0.060% and (b) the Principal Balance of the Class I-A-3
Component as of the Determination Date immediately preceding such Distribution
Date minus (ii) the Group I Premium Percentage of (x) any Non-Supported Interest
Shortfall allocated to the Group I-A Certificates and Components and the Group I
Premium Payment with respect to such Distribution Date, (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Group I-A Certificates and Components and the Group I
Premium Payment with respect to such Distribution Date pursuant to Section
4.02(e) and (z) the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Group I-A Certificates and Components and the Group I Premium
Payment on or after the applicable Cross-Over Date pursuant to Section 4.02(e).
The Group I Premium Payment will be an expense of the Lower-Tier REMIC.
Group I Premium Percentage: As to any Distribution Date, the
percentage calculated by dividing the Group I Premium Payment (determined
without regard to clause (ii) of the definition thereof) by the sum of (a) the
Group I-A Interest Accrual Amount (determined without regard to clause (ii) of
the definition of each Interest Accrual Amount) and (b) the Group I Premium
Payment (determined without regard to clause (ii) of the definition of Group I
Premium Payment).
Group I Premium Shortfall Amount: As to any Distribution Date, any
amount by which the Group I Premium Payment with respect to such Distribution
Date exceeds the amount distributed to Ambac on such Distribution Date pursuant
to Paragraph first Clause (A) of Section 4.01(a)(i).
Group I Premium Unpaid Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Group I Premium Shortfall Amounts
for prior Distribution Dates is in excess of the amounts distributed to Ambac on
prior Distribution Dates pursuant to Paragraph second Clause (A) of Section
4.01(a)(i).
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 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: The Group II-A Certificates and Components and
the Group II-B Certificates.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group II Mortgage Loans (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II Mortgage Loans from the Cut-Off Date
through the end of the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group II Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group II Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group II Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group II Class B Percentage: Any one of the Class I-B-1 Percentage,
Class I-B-2 Percentage, Class I-B-3 Percentage, Class I-B-4 Percentage, Class
I-B-5 Percentage or Class I-B-6 Percentage.
Group II Class B Prepayment Percentage: Any of the Class II-B-1
Prepayment Percentage, Class II-B-2 Prepayment Percentage, Class II-B-3
Prepayment Percentage, Class II-B-4 Prepayment Percentage, Class II-B-5
Prepayment Percentage or Class II-B-6 Prepayment Percentage.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a Net
Mortgage Interest Rate of less than 7.750%.
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 Group II-A Certificates and Components
and Group II- B Certificates on such Distribution Date, which shall be the sum
of (i) all previously undistributed payments or other receipts on account of
principal and interest on or in respect of the Group II Mortgage Loans
(including, without limitation, the proceeds of any repurchase of a Group II
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made with respect to Group II Mortgage Loans by
a Servicer pursuant to the related Servicing Agreement or Periodic Advances with
respect to Group II Mortgage Loans made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03 and (iii) all other amounts with respect
to a Group II Mortgage Loan required to be placed in the Certificate Account by
the Servicer on or before the applicable Remittance Date or by the Master
Servicer or the Trust Administrator on or prior to the Distribution Date, but
excluding the following:
(a) amounts received as late payments of principal or interest
with respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trust Administrator has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular
Group II Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest on Group II Mortgage Loans due after the Due Date occurring
in the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers with respect to Group II Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution Date for
the applicable type of Unscheduled Principal Receipt, and all related
payments of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group II Mortgage Loan substituted for a Group II Mortgage Loan pursuant
to Sections 2.02, 2.03 or 2.06 on or following the Determination Date in
the month in which such Distribution Date occurs and the unpaid principal
balance of such Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group II Mortgage Loan which represents any unpaid
Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is
held in the Certificate Account for the account of the Master
Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group II Mortgage Loans, to the
extent not covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group II
Mortgage Loans;
(k) Month End Interest in respect of Group II
Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group II Mortgage Loans.
Group II Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group II Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group II Premium Payment: As to any Distribution Date, (i) the
product of (a) 1/12th of 0.060% and (b) the Principal Balance of the Class
II-A-3 Component as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Group II Premium Percentage of (x) any
Non-Supported Interest Shortfall allocated to the Group II-A Certificates and
Components and the Group II Premium Payment with respect to such Distribution
Date, (y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Group II-A Certificates and
Components and the Group II Premium Payment with respect to such Distribution
Date pursuant to Section 4.02(e) and (z) the interest portion of any Realized
Losses (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Group II-A Certificates and Components and
the Group II Premium Payment on or after the applicable Cross-Over Date pursuant
to Section 4.02(e). The Group II Premium Payment will be an expense of the
Lower-Tier REMIC.
Group II Premium Percentage: As to any Distribution Date, the
percentage calculated by dividing the Group II Premium Payment (determined
without regard to clause (ii) of the definition thereof) by the sum of (a) the
Group II-A Interest Accrual Amount (determined without regard to clause (ii) of
the definition of each Interest Accrual Amount) and (b) the Group II Premium
Payment (determined without regard to clause (ii) of the definition of Group II
Premium Payment).
Group II Premium Shortfall Amount: As to any Distribution Date, any
amount by which the Group II Premium Payment with respect to such Distribution
Date exceeds the amount distributed to Ambac on such Distribution Date pursuant
to Paragraph first Clause (B) of Section 4.01(a)(i).
Group II Premium Unpaid Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Group II Premium Shortfall Amounts
for prior Distribution Dates is in excess of the amounts distributed to Ambac on
prior Distribution Dates pursuant to Paragraph second Clause (B) of Section
4.01(a)(i).
Group II Scheduled Principal Amount: The sum for each outstanding
Group II 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 II-A Non-PO Optimal Principal Amount, but without
such amount being multiplied by the Group II-A Percentage.
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 II Unscheduled Principal Amount: The sum for each outstanding
Group II 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 II-A Non-PO Optimal Principal Amount, but
without such amount being multiplied by the Group II-A Prepayment Percentage.
Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class
I-A-6, Class I-A-7, Class I-A-PO, Class I-A-R or Class I-A-LR
Certificate.
Group I-A Certificates and Components: Any of the Group I-A
Certificates, the Class I-A-3 Component, the Class I-A-4 PO Component and the
Class I-A-5 IO Component.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates and the Class I-A-3 Component (other than the
Class I-A-6 and Class I-A-PO Certificates) the amount distributable to such
Class of Group I-A Certificates or Component pursuant to Paragraphs first Clause
(A), second Clause (A) and third Clause (A)(1) of Section 4.01(a)(i). As to any
Distribution Date and the Class I-A-6 Certificates and the Class I-A-4 PO
Component the amount distributable to such Class of Group I-A Certificates or
Component pursuant to Paragraph third Clause (A)(1) of Section 4.01(a)(i). As to
any Distribution Date and the Class I-A-5 IO Component the amount distributable
to such Component pursuant to Paragraphs first Clause (A) and second Clause (A)
of Section 4.01(a)(i). As to any Distribution Date and the Class I-A-PO
Certificates, the amount distributable to the Class I-A-PO Certificates pursuant
to 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 Group I-A Certificates and
Components with respect to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any
Class of Group I-A Certificates or any Component of Group I, the percentage
calculated by dividing the Interest Accrual Amount of such Class or Component
(determined without regard to clause (ii) of the definition thereof) by the sum
of (a) the Group I-A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount) and (b) the Group
I Premium Payment (determined without regard to Clause (ii) of the definition of
Group I Premium Payment).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates or any Component of Group I, any amount by
which the Interest Accrual Amount of such Class or Component with respect to
such Distribution Date exceeds the amount distributed in respect of such Class
or Component on such Distribution Date pursuant to Paragraph first Clause (A) of
Section 4.01(a)(i).
Group I-A Loss Denominator: As to any Determination Date,
an amount equal to the Group I-A Non-PO Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates or any Component of Group I (other than the
Class I-A-PO Certificates), the percentage calculated by dividing the Principal
Balance of such Class or Component by the Group I-A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Certificates or any
Component of Group I not then outstanding), in each case determined as of the
preceding Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall, (iii) the Group I
Premium Payment, (iv) the Group I Premium Unpaid Shortfall and (v) the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, 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 for Loan Group I 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 one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan.
Group I-A Non-PO Principal Balance: As of any date, an amount equal
to the Group I-A Principal Balance less the Principal Balance of the Class
I-A-PO Certificates.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Group I-A
Certificates and Components pursuant to Paragraph third Clause (A)(1) of Section
4.01(a)(i).
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the applicable 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 applicable 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 May 2005, 100%. As to any Distribution Date
subsequent to May 2005 to and including the Distribution Date in May 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 May 2006 to and including the Distribution Date in May 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 May 2007 to and including the Distribution Date in May 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 May 2008 to and including the Distribution Date in May 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 May 2009, the Group I-A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to the Group I-A Certificates and Components 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 as of
any Distribution Date is greater than the Original Group I-A Percentage, the
Group I-A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Group I-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Group I-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Group I-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Group I-A Prepayment Percentage for the
Distribution Date occurring in the May preceding such Distribution Date (it
being understood that for the purposes of the determination of the Group I-A
Prepayment Percentage for the current Distribution Date, the current Group I-A
Percentage and Group I Subordinated Percentage shall be utilized). No reduction
in the Group I-A Prepayment Percentage referred to in the second through sixth
sentences hereof shall be applicable, with respect to any Distribution Date if
(a) the average outstanding principal balance on such Distribution Date and for
the preceding five Distribution Dates on the Group I Mortgage Loans that were
delinquent 60 days or more (including for this purpose any payments due with
respect to Mortgage Loans in foreclosure and REO Mortgage Loans) were greater
than or equal to 50% of the current Group I-B Principal Balance or (b)
cumulative Realized Losses on the Group I Mortgage Loans exceed (1) 30% of the
Original Group I Subordinated Principal Balance if such Distribution Date occurs
between and including June 2005 and May 2006 (2) 35% of the Original Group I
Subordinated Principal Balance if such Distribution Date occurs between and
including June 2006 and May 2007, (3) 40% of the Original Group I Subordinated
Principal Balance if such Distribution Date occurs between and including June
2007 and May 2008, (4) 45% of the Original Group I Subordinated Principal
Balance if such Distribution Date occurs between and including June 2008 and May
2009, and (5) 50% of the Original Group I Subordinated Principal Balance, if
such Distribution Date occurs during or after June 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 Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class I-A-1 Certificates, Class I-A-2
Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-PO
Certificates, Class I-A-R Certificate, Class I-A-LR Certificate, Class I-A-3
Component and Class I-A 4 PO Component.
Group I-B Certificate: Any Class I-B-1, Class I-B-2, Class
I-B-3, Class I-B-4, Class I-B-5 or Class I-B-6 Certificate.
Group I-B Principal Balance: As of any date, an amount equal to the
sum of the Class I-B-1 Principal Balance, Class I-B-2 Principal Balance, Class
I-B-3 Principal Balance, Class I-B-4 Principal Balance, Class I-B-5 Principal
Balance and Class I-B-6 Principal Balance.
Group II-A Certificate: Any Class II-A-1, Class II-A-2 or
Class II-A-PO Certificate.
Group II-A Certificates and Components: Any of the Group II-A
Certificates, the Class II-A-3 Component, the Class II-A-4 PO Component and the
Class II-A-5 IO Component.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates and the Class II-A-3 Component (other than the
Class II-A-PO Certificates), the amount distributable to such Class of Group
II-A Certificates or Component pursuant to Paragraphs first Clause (B), second
Clause (B) and third Clause (B)(1) of Section 4.01(a)(i). As to any Distribution
Date and the Class II-A-4 PO Component the amount distributable to such
Component pursuant to Paragraph third Clause (B)(1) of Section 4.01(a)(i). As to
any Distribution Date and the Class II-A-5 IO Component the amount distributable
to such Component pursuant to Paragraphs first Clause (B) and second Clause (B)
of Section 4.01(a)(i). As to any Distribution Date and the Class II-A-PO
Certificates, the amount distributable to the Class II-A-PO Certificates
pursuant to Paragraphs third Clause (B)(2) and fourth Clause (B) of Section
4.01(a) on such Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Group II-A Certificates and
Components with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-A Certificates or any Component of Group II, the percentage
calculated by dividing the Interest Accrual Amount of such Class or Component
(determined without regard to clause (ii) of the definition thereof) by the sum
of (a) the Group II-A Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount) and (b) the Group
II Premium Payment (determined without regard to clause (ii) of the definition
of Group II Premium Payment).
Group II-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group II-A Certificates or any Component of Group II, any
amount by which the Interest Accrual Amount of such Class or Component with
respect to such Distribution Date exceeds the amount distributed in respect of
such Class or Component on such Distribution Date pursuant to Paragraph first
Clause (B) of Section 4.01(a)(i).
Group II-A Loss Denominator: As to any Determination Date,
an amount equal to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates or any Component of Group II (other than the
Class II-A-PO Certificates), the percentage calculated by dividing the Principal
Balance of such Class or Component by the Group II-A Loss Denominator
(determined without regard to any such Principal Balance of any Class of
Certificates or any Component of Group II 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, (iii) the Group II
Premium Payment, (iv) the Group II Premium Unpaid Shortfall and (v) 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 for Loan Group II 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 one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group II-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date 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 Trust Administrator 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 Group II-A
Certificates and Components pursuant to 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 applicable 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 applicable 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 May 2005, 100%. As to any Distribution Date
subsequent to May 2005 to and including the Distribution Date in May 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 May 2006 to and including the Distribution Date in May 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 May 2007 to and including the Distribution Date in May 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 May 2008 to and including the Distribution Date in May 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 May 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 II-A Percentage as of any
Distribution Date is greater than the Original Group II-A Percentage, the Group
II-A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Group II-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Group II-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Group II-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Group II-A Prepayment Percentage for the
Distribution Date occurring in the May preceding such Distribution Date (it
being understood that for the purposes of the determination of the Group II-A
Prepayment Percentage for the current Distribution Date, the current Group II-A
Percentage and Group II Subordinated Percentage shall be utilized). No reduction
in the Group II-A Prepayment Percentage referred to in the second through sixth
sentences hereof shall be applicable, with respect to any Distribution Date if
(a) the average outstanding principal balance on such Distribution Date and for
the preceding five Distribution Dates on the 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 II-B Principal Balance or (b) cumulative
Realized Losses on the Group II Mortgage Loans exceed (1) 30% of the Original
Group II Subordinated Principal Balance if such Distribution Date occurs between
and including June 2005 and May 2006 (2) 35% of the Original Group II
Subordinated Principal Balance if such Distribution Date occurs between and
including June 2006 and May 2007, (3) 40% of the Original Group II Subordinated
Principal Balance if such Distribution Date occurs between and including June
2007 and May 2008, (4) 45% of the Original Group II Subordinated Principal
Balance if such Distribution Date occurs between and including June 2008 and May
2009, and (5) 50% of the Original Group II Subordinated Principal Balance if
such Distribution Date occurs during or after June 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 Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class II-A-1 Certificates, Class II-A-2
Certificates, Class II-A-PO Certificates, Class II-A-3 Component and Class
II-A-4 PO Component.
Group II-B Certificate: Any Class II-B-1, Class II-B-2,
Class II-B-3, Class II-B-4, Class II-B-5 or Class II-B-6 Certificate.
Group II-B Principal Balance: As of any date, an amount equal to the
sum of the Class II-B-1 Principal Balance, Class II-B-2 Principal Balance, Class
II-B-3 Principal Balance, Class II-B-4 Principal Balance, Class II-B-5 Principal
Balance and Class II-B-6 Principal Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Individual Class A-3 Certificate: A Class A-3 Certificate
which evidences $1,000 Original Principal Balance.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant
to any Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy
covering a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-3, Class A-4, Class A-5, Class
I-A-6, Class I-A-PO and Class II-A-PO Certificates) and any Component (other
than a Class A-4 Component), (i) the product of (a) 1/12th of the Class A
Pass-Through Rate for such Class or Component Rate for such Component and (b)
the Principal Balance of such Class or Component, or in the case of a Class A-5
Component, the Class I-A-5 IO Notional Amount or Class II-A-5 IO Notional
Amount, as applicable, as of the Determination Date immediately preceding such
Distribution Date minus (ii) the Group I-A Interest Percentage or Group II-A
Interest Percentage of such Class or Component of (x) any Non-Supported Interest
Shortfall allocated to the Group I-A Certificates and Components and Group I
Premium Payment or the Group II-A Certificates and Components and Group II
Premium Payment, as applicable, (y) the interest portion of any Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Group I-A Certificates and Components and Group I Premium Payment or the Group
II-A Certificates and Components and Group II Premium Payment, as applicable,
with respect to such Distribution Date pursuant to Section 4.02(e) and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Group
I-A Certificates and Components and Group I Premium Payment or the Group II-A
Certificates and Components and Group II Premium Payment, as applicable, on or
after the applicable Cross-Over Date pursuant to Section 4.02(e). The Interest
Accrual Amount for the Class A-3 Certificates will equal the sum of the Interest
Accrual Amounts for the Class I-A-3 Component and the Class II-A-3 Component.
The Interest Accrual Amount for the Class A-5 Certificates will equal the sum of
the Interest Accrual Amounts for the Class I-A-5 IO Component and the Class
II-A-5 IO Component. The Class A-4, Class I-A-6, 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 of
a Group, an amount equal to (i) the product of 1/12th of the Class B
Pass-Through Rate and the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the Class B
Interest Percentage of such Class of (x) any Non-Supported Interest Shortfall
allocated to the Class B Certificates of such Group with respect to such
Distribution Date and (y) the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class
B Certificates of such Group with respect to such Distribution Date pursuant to
Section 4.02(e).
Lehman Brothers: Lehman Brothers, Inc. or its successor in
interest.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Living Holder: A Beneficial Owner of the Class A-3
Certificates other than a Deceased Holder.
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.
Lower-Tier Distribution Amount: As defined in Section
4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the Rounding Account, the
insurance policies, if any, relating to a Mortgage Loan and property which
secured a Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure, and the rights of the Trust Administrator under the Policy.
None of the Reserve Fund, the Policy or the Policy Payment Account shall be part
of the Lower-Tier REMIC.
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 11.22.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
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).
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 May 25, 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 Trust Administrator 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 Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Sections 2.02, 2.03 and 2.06, in
each case as from time to time are included in the Trust Estate as identified in
the Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage,
which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage
Loan, Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.21
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.22 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds
net of any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Group I or Group II Mortgage
Loan, the lesser of (i) 1.00 and (ii) the quotient obtained by dividing the Net
Mortgage Interest Rate for such Mortgage Loan by 7.750%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or
the Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-Supported Interest Shortfall: For a Loan Group, with respect to
any Distribution Date, the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans of such Loan Group over the aggregate
Compensating Interest with respect to the related Group with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the applicable Cross-Over Date, the Non-Supported Interest Shortfall for a Loan
Group determined pursuant to the preceding sentence will be increased by the
amount of any applicable Cross-Over Date Interest Shortfall for the related
Group for such Distribution Date. Any Non-Supported Interest Shortfall for a
Loan Group will be allocated to (a) the Group I-A Certificates and Components
and Group I Premium Payment or the Group II-A Certificates and Component and
Group II Premium Payment, as applicable, 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 for such Group
and (b) the Class B Certificates of such Group according to the percentage
obtained by dividing the Class B Principal Balance for such Group by the
Aggregate Non-PO Principal Balance for such Group.
Non-U.S. Person: As defined in Section 4.01(g).
Notice of Nonpayment: The notice to be delivered by the Trust
Administrator to Ambac with respect to any Distribution Date as to which there
is a Class A-3 Distribution Deficiency, which shall be in the form attached to
the Policy.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates or Component of
the related Group would be subject to further reduction as a result of the third
or fifth sentences of the definition of Principal Balance or (b) the Principal
Balance of a Class of Class B Certificates of such Group with a lower numerical
designation would be reduced with respect to such Distribution Date as a result
of the application of the proviso in the definition of Class I-B-1 Principal
Balance, Class I-B-2 Principal Balance, Class I-B-3 Principal Balance, Class
I-B-4 Principal Balance, Class I-B-5 Principal Balance Class I-B-6 Principal
Balance, Class II-B-1 Principal Balance, Class II-B-2 Principal Balance, Class
II-B-3 Principal Balance, Class II-B-4 Principal Balance, Class II-B-5 Principal
Balance or Class II-B-6 Principal Balance.
Original Aggregate Non-PO Principal Balance. For a Group the
Aggregate Non-PO Principal Balance as of the Cut-Off Date, as set forth in
Section 11.06.
Original Class I-A-5 IO Component Notional Amount: The Class I-A-5
IO Component Notional Amount as of the Cut-Off Date, as set forth in Section
11.05(b).
Original Class II-A-5 IO Component Notional Amount: The Class II-A-5
IO Component Notional Amount as of the Cut-Off Date, as set forth in Section
11.05(b).
Original Class A-5 Notional Amount: The Class A-5 Notional
Amount as of the Cut-Off Date, as set forth in Section 11.05(b).
Original Class I-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-2 Principal Balance, the Original Class I-B-3 Principal Balance, the
Original Class I-B-4 Principal Balance, Original Class I-B-5 Principal Balance
and the Original Class I-B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance for Group I. The Original Class I-B-1 Fractional Interest is
specified in Section 11.12.
Original Class I-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-3 Principal Balance, the Original Class I-B-4 Principal Balance,
Original Class I-B-5 Principal Balance and the Original Class I-B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance for Group I. The
Original Class I-B-2 Fractional Interest is specified in Section 11.13.
Original Class I-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-4 Principal Balance, the Original Class I-B-5 Principal Balance and
the Original Class I-B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance for Group I. The Original Class I-B-3 Fractional Interest is
specified in Section 11.14.
Original Class I-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class I-B-5 Principal Balance and the Original Class I-B-6 Principal Balance by
the Original Aggregate Non-PO Principal Balance for Group I. The Original Class
I-B-4 Fractional Interest is specified in Section 11.15.
Original Class I-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class I-B-6
Principal Balance by the Original Aggregate Non-PO Principal Balance for Group
I. The Original Class I-B-5 Fractional Interest is specified in Section 11.16.
Original Class I-B-1 Principal Balance: The Class I-B-1
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class I-B-2 Principal Balance: The Class I-B-2
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class I-B-3 Principal Balance: The Class I-B-3
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class I-B-4 Principal Balance: The Class I-B-4
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class I-B-5 Principal Balance: The Class I-B-5
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class I-B-6 Principal Balance: The Class I-B-6
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class II-B-1 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-2 Principal Balance, the Original Class II-B-3 Principal Balance, the
Original Class II-B-4 Principal Balance, Original Class II-B-5 Principal Balance
and the Original Class II-B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance for Group II. The Original Class II-B-1 Fractional Interest is
specified in Section 11.12.
Original Class II-B-2 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-3 Principal Balance, the Original Class II-B-4 Principal Balance,
Original Class II-B-5 Principal Balance and the Original Class II-B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance for Group II. The
Original Class II-B-2 Fractional Interest is specified in Section 11.13.
Original Class II-B-3 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-4 Principal Balance, the Original Class II-B-5 Principal Balance and
the Original Class II-B-6 Principal Balance by the Original Aggregate Non-PO
Principal Balance for Group II. The Original Class II-B-3 Fractional Interest is
specified in Section 11.14.
Original Class II-B-4 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the sum of the Original
Class II-B-5 Principal Balance and the Original Class II-B-6 Principal Balance
by the Original Aggregate Non-PO Principal Balance for Group II. The Original
Class II-B-4 Fractional Interest is specified in Section 11.15.
Original Class II-B-5 Fractional Interest: As to the first
Distribution Date, the percentage obtained by dividing the Original Class II-B-6
Principal Balance by the Original Aggregate Non-PO Principal Balance for Group
II. The Original Class II-B-5 Fractional Interest is specified in Section 11.16.
Original Class II-B-1 Principal Balance: The Class II-B-1
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class II-B-2 Principal Balance: The Class II-B-2
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class II-B-3 Principal Balance: The Class II-B-3
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class II-B-4 Principal Balance: The Class II-B-4
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class II-B-5 Principal Balance: The Class II-B-5
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Class II-B-6 Principal Balance: The Class II-B-6
Principal Balance as of the Cut-Off Date, as set forth in Section 11.11.
Original Group I Subordinated Percentage: The Group I
Subordinated Percentage as of the Cut-Off Date, as set forth in Section
11.07(a).
Original Group I Subordinated Principal Balance: The aggregate of
the Principal Balances of the Group I-B Certificates as of the Cut-Off Date, as
set forth in Section 11.09.
Original Group II Subordinated Percentage: The Group II
Subordinated Percentage as of the Cut-Off Date, as set forth in Section
11.07(b).
Original Group II Subordinated Principal Balance: The aggregate of
the Principal Balances of the Group II-B Certificates as of the Cut-Off Date, as
set forth in Section 11.10.
Original Group I-A Percentage: The Group I-A Percentage as
of the Cut-Off Date, as set forth in Section 11.03.
Original Group II-A Percentage: The Group II-A Percentage
as of the Cut-Off Date, as set forth in Section 11.04.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; any of the
Original Principal Balances of the Class A-3 Components as set forth in Section
11.05(a); any of the Original Principal Balances of the Class A-4 Components as
set forth in Section 11.05(a); the Original Class I-B-1 Principal Balance,
Original Class I-B-2 Principal Balance, Original Class I-B-3 Principal Balance,
Original Class I-B-4 Principal Balance, Original Class I-B-5 Principal Balance,
Original Class I-B-6 Principal Balance, the Original Class II-B-1 Principal
Balance, Original Class II-B-2 Principal Balance, Original Class II-B-3
Principal Balance, Original Class II-B-4 Principal Balance, Original Class
II-B-5 Principal Balance or Original Class II-B-6 Principal Balance as set forth
in Section 11.11.
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 Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements or, in the case of each
Mortgage Loan serviced by Merrill Lynch Credit Corporation, the documents
specified in the MLCC Mortgage Loan Purchase Agreement under their respective
"Owner Mortgage Loan File" definition or similar definition and/or other
provisions requiring delivery of specified documents to the owner of the
Mortgage Loan in connection with the purchase thereof, and any additional
documents required to be added to the Owner Mortgage Loan File pursuant to this
Agreement.
Parent Power(R)Guaranty Agreement for Real Estate: As
defined in the 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 Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section
4.03(b).
Percentage Interest: With respect to a Class A Certificate of a
Class (other than the Class A-3 and Class A-5 Certificates), the undivided
percentage interest obtained by dividing the original principal balance of such
Certificate by the Original Principal Balance of such Class of Class A
Certificates. With respect to a Class A-3 Certificate, the undivided percentage
interest obtained by dividing the current principal balance of such Certificate
by the Principal Balance of such Class of Class A Certificates. With respect to
a Class A-5 Certificate, the undivided percentage interest obtained by dividing
the original notional amount evidenced by such Certificate by the Original Class
A-5 Notional Amount of such Class. With respect to a Class B Certificate of a
Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Policy: The irrevocable Ambac Insurance Policy No.
AB0365BE, including any endorsements thereto, issued by Ambac with
respect to the Class A-3 Certificates, in the form attached hereto as
Exhibit N.
Policy Payments Account: The account maintained pursuant to
Section 4.08(b).
Pool Scheduled Principal Balance: Either the Group I Pool
Scheduled Principal Balance or the 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
June 2000 through May 2005..................... 0%
June 2005 through May 2006..................... 30%
June 2006 through May 2007..................... 40%
June 2007 through May 2008..................... 60%
June 2008 through May 2009..................... 80%
June 2009 and
Principal Adjustment: In the event that the Class I-B-1 Optimal
Principal Amount, Class I-B-2 Optimal Principal Amount, Class I-B-3 Optimal
Principal Amount, Class I-B-4 Optimal Principal Amount, Class I-B-5 Optimal
Principal Amount, Class I-B-6 Optimal Principal Amount, Class II-B-1 Optimal
Principal Amount, Class II-B-2 Optimal Principal Amount, Class II-B-3 Optimal
Principal Amount, Class II-B-4 Optimal Principal Amount, Class II-B-5 Optimal
Principal Amount or Class II-B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates or Component of a Group, the Original Principal
Balance of such Class or Component. As of any subsequent Determination Date
prior to the applicable Cross-Over Date and as to any Class of Class A
Certificates or Component of a Group (other than the Class I-A-PO and Class
II-A-PO Certificates), the Original Principal Balance of such Class or Component
less the sum of (a) all amounts previously distributed in respect of such Class
or Component on prior Distribution Dates (i) pursuant to Paragraph third clauses
(A)(1) and (B)(1) of Section 4.01(a)(i) and from the Rounding Account and (ii)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to such Class or Component pursuant to Section
4.02(b). After the applicable Cross-Over Date, each such Principal Balance of a
Class of Class A Certificates or Component of a Group 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 or Component 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 applicable
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 Paragraphs third clause (A)(2) and fourth Clause
(A) of Section 4.01(a)(i) or all amounts previously distributed in respect of
the Class II-A-PO Certificates on prior Distribution Dates pursuant to
Paragraphs third clause (B)(2) and fourth Clause (B) of Section 4.01(a)(i), as
applicable, and (b) the Realized Losses allocated through such Determination
Date to the Class I-A-PO or Class II-A-PO Certificates, as applicable, pursuant
to Section 4.02(b). After the applicable 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 I-B-1 Principal Balance,
Class I-B-2 Principal Balance, Class I-B-3 Principal Balance, Class I-B-4
Principal Balance, Class I-B-5 Principal Balance, Class I-B-6 Principal Balance,
the Class II-B-1 Principal Balance, Class II-B-2 Principal Balance, Class II-B-3
Principal Balance, Class II-B-4 Principal Balance, Class II-B-5 Principal
Balance or Class II-B-6 Principal Balance, respectively.
Notwithstanding the foregoing, no Principal Balance of a Class or
Component will be increased on any Determination Date such that the Principal
Balance of such Class or Component exceeds its Original Principal Balance less
all amounts previously distributed in respect of such Class or Component on
prior Distribution Dates pursuant to Paragraph third Clauses (A)(1) or (B)(1) of
Section 4.01(a)(i), Paragraph third Clauses (A)(2) or (B)(2) of Section
4.01(a)(i), or Paragraphs seventh, tenth, thirteenth, sixteenth, nineteenth or
twenty-second of Section 4.01(a)(i).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section
860F of the Code.
Prospectus: The prospectus dated April 24, 2000 as supplemented by
the prospectus supplement dated May 18, 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 I-B-1, Class I-B-2, Class I-B-3, Class
I-B-4, Class I-B-5, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and
Class II-B-5 Certificates is Fitch. If any such agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Seller, notice of which
designation shall be given to the Trust Administrator, Ambac 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 during the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding
the month of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent
to such Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as
defined in Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing
Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially
the form attached as Exhibit G hereto.
Reserve Fund: The non-interest bearing trust account
established with the Trust Administrator and maintained by the Trust
Administrator for the benefit of the Class A-3 Certificateholders
pursuant to Section 4.06. The Reserve Fund shall be an Eligible
Account.
Reserve Withdrawal: With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-3 Certificates.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rounding Account: The special account established with the
Trust Administrator and maintained by the Trust Administrator pursuant
to Section 4.07(e). The Rounding Account shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the
amount, if any, required to be withdrawn from the Rounding Account
pursuant to Section 4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
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,
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.,
First Nationwide Mortgage Corporation, Hibernia National Bank, First
Union Mortgage Corporation, HomeSide Lending, Bank of America, N.A. 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 11.21.
Servicing Officer: Any officer of a Servicer involved in,
or responsible for, the administration and servicing of the Mortgage
Loans.
Shift Percentage: As to any Distribution Date, the
percentage indicated below:
Distribution Date Occurring In Shift Percentage
June 2000 through May 2005..................... 0%
June 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 11.20.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the
part of the Trustee, Trust Administrator or the
Servicer or any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a
part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, the Special
Hazard Loss Amount for Loan Group I is an amount equal to $1,998,790.00 minus
the sum of (i) the aggregate amount of Special Hazard Losses allocated solely to
the Group I-B Certificates in accordance with Section 4.02(a) and (ii) the
Special Hazard Adjustment Amount (as defined below) for Loan Group I as most
recently calculated. As of any Distribution Date, the Special Hazard Loss Amount
for Loan Group II is an amount equal to $2,588,710.00 minus the sum of (i) the
aggregate amount of Special Hazard Losses allocated solely to the Group II-B
Certificates in accordance with Section 4.02(a) and (ii) the Special Hazard
Adjustment Amount (as defined below) for Loan Group II as most recently
calculated. For each anniversary of the Cut-Off Date, the Special Hazard
Adjustment Amount for a Loan Group shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the two
preceding sentences, as applicable (without giving effect to the deduction of
the Special Hazard Adjustment Amount for such Loan Group for such anniversary)
exceeds the greater of (A) the product of the Special Hazard Percentage for such
Loan Group for such anniversary multiplied by the outstanding principal balance
of all the Mortgage Loans in such Loan Group on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in such Loan Group which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and or
after the applicable Cross-Over Date, the Special Hazard Loss Amount for such
Loan Group shall be zero.
Special Hazard Percentage: For a Loan Group 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 in such Loan
Group 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 in such Loan Group 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 Administrator: 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.
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 Rounding Account, the rights of the Trust
Administrator, on behalf of the Trustee, to receive the proceeds of all
insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure, the Reserve Fund and the rights of the Trust Administrator under
the Policy. None of the Reserve Fund, the Policy or the Policy Payments Account
shall be a part of the Upper-Tier REMIC or Lower-Tier REMIC.
Trustee: United States Trust Company of New York, or any
successor trustee appointed as herein provided.
Uncertificated Lower-Tier Interest: Any of the Class I-A-L1
Interest, the Class I-A-L2 Interest, the Class I-A-L3 Interest, the Class
I-A-LPO Interest, the Class I-A-LUR Interest, the Class II-A-L1 Interest, the
Class II-A-L3 Interest, the Class II-A-LPO Interest, the Class I-B-L Interest
and the Class II-B-L Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class I-B-1 Unpaid Interest Shortfall, the Class I-B-2 Unpaid
Interest Shortfall, the Class I-B-3 Unpaid Interest Shortfall, the Class I-B-4
Unpaid Interest Shortfall, the Class I-B-5 Unpaid Interest Shortfall, the Class
I-B-6 Unpaid Interest Shortfall, Class II-B-1 Unpaid Interest Shortfall, the
Class II-B-2 Unpaid Interest Shortfall, the Class II-B-3 Unpaid Interest
Shortfall, the Class II-B-4 Unpaid Interest Shortfall, the Class II-B-5 Unpaid
Interest Shortfall and the Class II-B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month
Receipt Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account
established and maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of the Class A-5
Certificates will collectively be entitled to 1% of the aggregate Voting
Interest represented by all Certificates and the Holders of each remaining 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, the Group I-B
Principal Balance and the Group II-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: For a Loan Group 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 in such Loan
Group 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 in such Loan
Group.
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 and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates and Ambac 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 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, and (e) proceeds
of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the
applicable WFHM Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trust Administrator promptly following its recordation, but in no event later
than one (1) year following the Closing Date. If any Mortgage has been recorded
in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its
designee, no assignment of Mortgage in favor of the Trust Administrator 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 Trust Administrator any
other original mortgage loan document to be included in the Owner Mortgage Loan
File if a copy thereof has been delivered. The Seller shall pay from its own
funds, without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage (except with respect to any Mortgage recorded in the name of MERS) not
delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trust Administrator the assignment of the Mortgage Loan
from the Seller to the Trust Administrator 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 Trust Administrator and the Trust Administrator shall within
five Business Days (or such other reasonable period of time mutually agreed upon
by the Master Servicer and the Trust Administrator) of its receipt of such
notice deliver each previously unrecorded assignment to the related Servicer for
recordation.
SECTION 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments (unless the
related Mortgage has been registered in the name of MERS or its designee) and
other documents required to be delivered on the Closing Date pursuant to Section
2.01 above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate less any
Fixed Retained Yield through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS or its
designee, the Master Servicer shall take all necessary action to reflect such
assignment on the records of MERS), in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders, the Trust Administrator on
behalf of the Trustee and the Trustee on behalf of the Certificateholders. The
failure of the Trust Administrator to give any notice contemplated herein within
forty-five (45) days after the execution of this Agreement shall not affect or
relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE
MASTER SERVICER AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i)The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations under
this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i)The information set forth in the Mortgage Loan Schedule was
true and correct in all material respects at the date or dates respecting
which such information is furnished as specified in the Mortgage Loan
Schedule;
(ii) Immediately prior to the transfer and assignment
contemplated herein, the Seller was the sole owner and holder of the
Mortgage Loan free and clear of any and all liens, pledges, charges or
security interests of any nature and has full right and authority to sell
and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first
lien on the property therein described, and the Mortgaged Property is free
and clear of all encumbrances and liens having priority over the first
lien of the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trust Administrator
or to the Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or subordinated
the Mortgage in whole or in part, released the Mortgaged Property in whole
or in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trust Administrator or
the Custodian pursuant to Section 2.01;
(v)All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire,
earthquake, earth movement other than earthquake, windstorm, flood,
tornado or similar casualty (excluding casualty from the presence of
hazardous wastes or hazardous substances, as to which the Seller makes no
representations), so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended and to the best of the Seller's knowledge, there is
no proceeding pending or threatened for the total or partial condemnation
of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics'
and materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state
or federal laws, regulations and other requirements, pertaining to usury,
and the Mortgage Loan is not usurious;
(x)To the best of the Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to the
use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities;
(xi) All payments required to be made up to the Due Date
immediately preceding the Cut-Off Date for such Mortgage Loan under the
terms of the related Mortgage Note have been made and no Mortgage Loan had
more than one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other
agreements executed in connection therewith are genuine, and each is the
legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equity
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and, to the best of the Seller's
knowledge, all parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage
Note and Mortgage has been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local
law with respect to the origination of the Mortgage Loans including,
without limitation, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully
disbursed, there is no requirement for future advances thereunder and any
and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have
been complied with (except for escrow funds for exterior items which could
not be completed due to weather and escrow funds for the completion of
swimming pools); and all costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been paid, except recording
fees with respect to Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to 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 Trust Administrator, on
behalf of the Trustee of the Seller's interest in such mortgagee title
insurance policy does not require any consent of or notification to the
insurer which has not been obtained or made, such mortgagee title
insurance policy is in full force and effect and will be in full force and
effect and inure to the benefit of the Trust Administrator, on behalf of
the Trustee, no claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the Seller,
has done, by act or omission, anything which would impair the coverage of
such mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is
insured by an insurer acceptable to 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 Trust Administrator in place of the related
Mortgage Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with 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 Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and, except for a breach of the
representation and warranty set forth in subsection (b)(i), where such breach is
a result of the Cut-Off Date Principal Balance of a Mortgage Loan being greater,
by $5,000 or greater, than the Cut-Off Date Principal Balance of such Mortgage
Loan indicated on the Mortgage Loan Schedule, that such breach materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). Within 60 days of the earlier of its discovery or its receipt of
notice of any such breach, the Seller shall cure such breach in all material
respects or shall either (i) repurchase the Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (A) 100%
of the unpaid principal balance of such Mortgage Loan plus (B) accrued interest
at the Net Mortgage Interest Rate for such Mortgage Loan through the last day of
the month in which such repurchase took place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for such Mortgage Loan in the manner described in Section 2.02. The purchase
price of any repurchase described in this paragraph and the Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account. It
is understood and agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders, the Trust Administrator on behalf of the
Trustee, or the Trustee on behalf of Certificateholders, and such obligation
shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, (i) acknowledges the issuance of and hereby
declares that it holds the Uncertificated Lower-Tier Interests on behalf of the
Upper-Tier REMIC and Certificateholders and (ii) has executed and delivered to
or upon the order of the Seller, in exchange for the Mortgage Loans and
Uncertificated Lower-Tier Interests together with all other assets included in
the definition of "Trust Estate", receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
Lower-Tier Interests, evidence ownership of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION
OF STARTUP DAY AND LATEST POSSIBLE MATURITY
DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-3, Class A-4, Class A-5, Class I-A-R and Class I-A-LR
Certificates), the Components and the Classes of Class B Certificates as the
"regular interests" and the Class I-A-R Certificate as the "residual interest"
in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and
860G(a)(2), respectively. The Seller hereby designates the Class I-A-L1
Interest, Class I-A-L2 Interest, Class I-A-L3 interest, Class I-A-LPO Interest,
Class I-A-LUR Interest, Class II-A-LI Interest, Class II-A-L3 Interest, Class
II-A-LPO Interest, Class I-B-L Interest and Class II-B-L Interest as classes of
"regular interests" and the Class I-A-LR Certificate as the single class of
"residual interest" in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within
the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of
the regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is June 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 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
any amounts received pursuant to the MLCC Surety Bond, and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i)Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE
CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i)to reimburse the Master Servicer, the Trust Administrator or
any Servicer for Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03(a) or any Servicer pursuant
to any Servicing Agreement with respect to previous Distribution Dates,
such right to reimbursement pursuant to this subclause (i) being limited
to amounts received on or in respect of particular Mortgage Loans
(including, for this purpose, Liquidation Proceeds, REO Proceeds and
proceeds from the purchase, sale, repurchase or substitution of Mortgage
Loans pursuant to Sections 2.02, 2.03, 2.06, 3.08 or 9.01) respecting
which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v)to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the
amounts and in the manner provided for herein;
(viii) to pay to the Master Servicer any interest
earned on or investment income with respect to funds in the
Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x)to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any
amount deposited in the Certificate Account that was not required
to be deposited therein;
(xii) to clear and terminate the Certificate Account
pursuant to Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUST
ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of WFHM or such Other Servicer, as the case may be,
(ii) the amount actually advanced by WFHM or such Other Servicer, (iii) the
amount that the Trust Administrator or Master Servicer is required to advance
hereunder including any amount the Master Servicer is required to advance
pursuant to the second sentence of this Section 3.03(a) and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trust Administrator
or Master Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04 TRUST ADMINISTRATOR TO COOPERATE;
RELEASE OF OWNER MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer of
such Mortgage Loan, the Trust Administrator shall execute and deliver to the
Master Servicer or such Servicer, as directed by the Master Servicer, court
pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trust Administrator and a statement as
to the reason such documents or pleadings are required and that the execution
and delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE AND THE TRUST
ADMINISTRATOR; ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current 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 Trust Administrator to any
Certificateholder upon written request, provided such statement is delivered, or
caused to be delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY
REO MORTGAGE LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS,
MODIFICATION OF STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee and the
Trust Administrator pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable Servicing Agreement, make
such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the WFHM Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's, the Trust Administrator's and the
Certificateholders' reliance on the Master Servicer, and in a manner consistent
with the terms and provisions of any insurance policy required to be maintained
by the Master Servicer or any Servicer pursuant to this Agreement or any
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trust Administrator or the Master
Servicer, such modification shall be construed as a substitution of the modified
Mortgage Loan for the Mortgage Loan originally deposited in the Trust Estate if
it would be a "significant modification" within the meaning of Section
1.860G-2(b) of the regulations of the U.S. Department of the Treasury. No
modification shall be approved unless (i) the modified Mortgage Loan would
qualify as a Substitute Mortgage Loan under Section 2.02 and (ii) with respect
to any modification that occurs more than three months after the Closing Date
and is not the result of a default or a reasonably foreseeable default under the
Mortgage Loan, there is delivered to the Trust Administrator an Opinion of
Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the
effect that such modification would not be treated as giving rise to a new debt
instrument for federal income tax purposes as described in the preceding
sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator, on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall 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 Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall,
pursuant to the Servicing Agreements, object to the foreclosure upon, or other
related conversion of the ownership of, any Mortgaged Property by the related
Servicer if (i) the Master Servicer believes such Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances or
(ii) such Servicer does not agree to administer such Mortgaged Property, once
the related Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result in a federal tax being imposed upon the Trust Estate or the
Upper-Tier REMIC or Lower-Tier REMIC.
MLCC Additional Collateral may be liquidated and the proceeds
applied to cover any shortfalls upon the liquidation of a Mortgaged Property;
provided, however, that the Trust Estate in no event shall acquire ownership of
the MLCC Additional Collateral unless the Trust Administrator shall have
received an Opinion of Counsel that such ownership shall not cause the Trust
Estate to fail to qualify as two separate REMICs or subject either REMIC to any
tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) (without, in
the case of the Class A-3 Certificates, giving effect to the guaranty provided
by Ambac) 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 Trust
Administrator is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trust Administrator provides WFHM written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trust Administrator shall recommend to the Trustee
the termination of the WFHM Servicing Agreement without the recommendation of
the Master Servicer and upon such recommendation, the Trustee shall terminate
the WFHM Servicing Agreement. The Master Servicer shall indemnify the Trustee
and the Trust Administrator and hold each harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee or
the Trust Administrator in connection with termination of such Servicing
Agreement at the direction of the Master Servicer. In addition, the Master
Servicer shall indemnify the Trustee and hold it harmless from and against any
and all claims, liabilities, costs and expenses (including, without limitation,
reasonable attorney's fees) arising out of, or assessed against the Trustee in
connection with the termination of the WFHM Servicing Agreement as provided in
the second preceding sentence. If the Trustee terminates such Servicing
Agreement, the Trustee may enter into a substitute Servicing Agreement with the
Master Servicer or, at the Master Servicer's nomination, with another mortgage
loan service company acceptable to the Trustee, the Trust Administrator, the
Master Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class
I-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) (i) 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 Classes and Components of Group I in the case of the Group I Pool
Distribution Amount and to the Classes and Components of Group II in the case of
the Group II Pool Distribution Amount, 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:
first, (A) to the Group I-A Certificates and Components and to
Ambac, pro rata, based upon their respective Interest Accrual Amounts and the
Group I Premium Payment, respectively, in an aggregate amount up to the sum of
the Group I-A Interest Accrual Amount and Group I Premium Payment with respect
to such Distribution Date or (B) to the Group II-A Certificates and to Ambac,
pro rata, based upon their respective Interest Accrual Amounts and the Group II
Premium Payment, in an aggregate amount up to the Group II-A Interest Accrual
Amount and Group II Premium Payment with respect to such Distribution Date;
second, (A) to the Group I-A Certificates and Components and to
Ambac, pro rata, based upon their respective Class A Unpaid Interest Shortfalls
and the Group I Premium Unpaid Shortfall, in an aggregate amount up to the sum
of the Aggregate Group I-A Unpaid Interest Shortfall and the Group I Premium
Unpaid Shortfall or (B) to the Group II-A Certificates and Components and to
Ambac, pro rata, based upon their respective Class A Unpaid Interest Shortfalls
and the Group II Premium Unpaid Shortfall, in an aggregate amount up to the sum
of the Aggregate Group II-A Unpaid Interest Shortfall and the Group II Premium
Unpaid Shortfall;
third, (A) concurrently, to the Group I-A Certificates and
Components (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 Group I-A
Certificates and Components (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 and Components 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 and Components (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 Group II-A Certificates and
Components (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 and Components 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 Paragraph fourth Clause (A)) first to the Class I-B-6
Certificates pursuant to Paragraph twenty-second Clause (A) below, second to the
Class I-B-5 Certificates pursuant to Paragraph nineteenth Clause (A) below,
third to the Class I-B-4 Certificates pursuant to Paragraph sixteenth Clause (A)
below, fourth to the Class I-B-3 Certificates pursuant to Paragraph thirteenth
Clause (A) below, fifth to the Class I-B-2 Certificates pursuant to Paragraph
tenth Clause (A) below, and sixth to the Class I-B-1 Certificates pursuant to
Paragraph seventh Clause (A) 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 Paragraph fourth Clause (B)) first to the
Class II-B-6 Certificates pursuant to Paragraph twenty-second Clause (B) below,
second to the Class II-B-5 Certificates pursuant to Paragraph nineteenth Clause
(B) below, third to the Class II-B-4 Certificates pursuant to Paragraph
sixteenth Clause (B) below, fourth to the Class II-B-3 Certificates pursuant to
Paragraph thirteenth Clause (B) below, fifth to the Class II-B-2 Certificates
pursuant to Paragraph tenth Clause (B) below, and sixth to the Class II-B-1
Certificates pursuant to Paragraph seventh Clause (B) below;
fifth, (A) to the Class I-B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class I-B-1 Certificates with respect to such
Distribution Date or (B) to the Class II-B-1 Certificates, in an amount up to
the Interest Accrual Amount for the Class II-B-1 Certificates with respect to
such Distribution Date;
sixth, (A) to the Class I-B-1 Certificates in an amount up to the
Class I-B-1 Unpaid Interest Shortfall or (B) to the Class II-B-1 Certificates in
an amount up to the Class II-B-1 Unpaid Interest Shortfall;
seventh, (A) to the Class I-B-1 Certificates in an amount up to the
Class I-B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-1 Certificates pursuant to this Paragraph seventh
Clause (A) will be reduced by the amount, if any, that would have been
distributable to the Class I-B-1 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount as provided in Paragraph fourth Clause (A) above or (B)
to the Class II-B-1 Certificates in an amount up to the Class II-B-1 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-1 Certificates pursuant to this Paragraph seventh Clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-1 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth Clause (B) above;
eighth, (A) to the Class I-B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class I-B-2 Certificates with respect to such
Distribution Date or (B) to the Class II-B-2 Certificates, in an amount up to
the Interest Accrual Amount for the Class II-B-2 Certificates with respect to
such Distribution Date;
ninth, (A) to the Class I-B-2 Certificates in an amount up to the
Class I-B-2 Unpaid Interest Shortfall or (B) to the Class II-B-2 Certificates in
an amount up to the Class II-B-2 Unpaid Interest Shortfall;
tenth, (A) to the Class I-B-2 Certificates in an amount up to the
Class I-B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-2 Certificates, pursuant to this Paragraph tenth
Clause (A) will be reduced by the amount, if any, that would have been
distributable to the Class I-B-2 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount as provided in Paragraph fourth Clause (A) above or (B)
to the Class II-B-2 Certificates in an amount up to the Class II-B-2 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-2 Certificates pursuant to this Paragraph tenth Clause (B) will be reduced
by the amount, if any, that would have been distributable to the Class II-B-2
Certificates hereunder used to pay the Class II-A-PO Deferred Amount as provided
in Paragraph fourth Clause (B) above;
eleventh, (A) to the Class I-B-3 Certificates, in an amount up to
the Interest Accrual Amount for the Class I-B-3 Certificates with respect to
such Distribution Date or (B) to the Class II-B-3 Certificates, in an amount up
to the Interest Accrual Amount for the Class II-B-3 Certificates with respect to
such Distribution Date;
twelfth, (A) to the Class I-B-3 Certificates in an amount up to the
Class I-B-3 Unpaid Interest Shortfall (B) to the Class II-B-3 Certificates in an
amount up to the Class II-B-3 Unpaid Interest Shortfall;
thirteenth, (A) to the Class I-B-3 Certificates in an amount up to
the Class I-B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-3 Certificates pursuant to this Paragraph
thirteenth Clause (A) will be reduced by the amount, if any, that would have
been distributable to the Class I-B-3 Certificates hereunder used to pay the
Class I-A-PO Deferred Amount as provided in Paragraph fourth Clause (A) above or
(B) to the Class II-B-3 Certificates in an amount up to the Class II-B-3 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-3 Certificates pursuant to this Paragraph thirteenth Clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-3 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth Clause (B) above;
fourteenth, (A) to the Class I-B-4 Certificates in an amount up to
the Interest Accrual Amount for the Class I-B-4 Certificates with respect to
such Distribution Date or (B) to the Class II-B-4 Certificates in an amount up
to the Interest Accrual Amount for the Class II-B-4 Certificates with respect to
such Distribution Date;
fifteenth, (A) to the Class I-B-4 Certificates in an amount up to
the Class I-B-4 Unpaid Interest Shortfall or (B) to the Class II-B-4
Certificates in an amount up to the Class II-B-4 Unpaid Interest Shortfall;
sixteenth, (A) to the Class I-B-4 Certificates in an amount up to
the Class I-B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-4 Certificates pursuant to this Paragraph
sixteenth Clause (A) will be reduced by the amount, if any, that would have been
distributable to the Class I-B-4 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount as provided in Paragraph fourth Clause (A) above or (B)
to the Class II-B-4 Certificates in an amount up to the Class II-B-4 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-4 Certificates pursuant to this Paragraph sixteenth Clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-4 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth Clause (B) above;
seventeenth, (A) to the Class I-B-5 Certificates in an amount up to
the Interest Accrual Amount for the Class I-B-5 Certificates with respect to
such Distribution Date or (B)) to the Class II-B-5 Certificates in an amount up
to the Interest Accrual Amount for the Class II-B-5 Certificates with respect to
such Distribution Date;
eighteenth, (A) to the Class I-B-5 Certificates in an amount up to
the Class I-B-5 Unpaid Interest Shortfall or (B) to the Class II-B-5
Certificates in an amount up to the Class II-B-5 Unpaid Interest Shortfall;
nineteenth, (A) to the Class I-B-5 Certificates in an amount up to
the Class I-B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-5 Certificates pursuant to this Paragraph
nineteenth Clause (A) will be reduced by the amount, if any, that would have
been distributable to the Class I-B-5 Certificates hereunder used to pay the
Class I-A-PO Deferred Amount as provided in Paragraph fourth Clause (A) above or
(B) to the Class II-B-5 Certificates in an amount up to the Class II-B-5 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-5 Certificates pursuant to this Paragraph nineteenth Clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-5 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth Clause (B) above;
twentieth, (A) to the Class I-B-6 Certificates in an amount up to
the Interest Accrual Amount for the Class I-B-6 Certificates with respect to
such Distribution Date or (B) to the Class II-B-6 Certificates in an amount up
to the Interest Accrual Amount for the Class II-B-6 Certificates with respect to
such Distribution Date;
twenty-first, (A) to the Class I-B-6 Certificates in an amount up to
the Class I-B-6 Unpaid Interest Shortfall or (B) to the Class II-B-6
Certificates in an amount up to the Class II-B-6 Unpaid Interest Shortfall;
twenty-second, (A) to the Class I-B-6 Certificates in an amount up
to the Class I-B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class I-B-6 Certificates pursuant to this Paragraph
twenty-second Clause (A) will be reduced by the amount, if any, that would have
been distributable to the Class I-B-6 Certificates hereunder used to pay the
Class I-A-PO Deferred Amount as provided in Paragraph fourth Clause (A) above or
(B) to the Class II-B-6 Certificates in an amount up to the Class II-B-6 Optimal
Principal Amount; provided, however, that the amount distributable to the Class
II-B-6 Certificates pursuant to this Paragraph twenty-second Clause (B) will be
reduced by the amount, if any, that would have been distributable to the Class
II-B-6 Certificates hereunder used to pay the Class II-A-PO Deferred Amount as
provided in Paragraph fourth Clause (B) above; and
twenty-third, to the Holder of the Class I-A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder of
Class I-A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class or Component (other than the Class I-A-R or Class
I-A-LR Certificates) has been reduced to zero, such Class or Component will be
entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
In addition, Ambac will not be entitled to (i) its Group I Premium
Payments and Group I Premium Unpaid Shortfalls after the Principal Balance of
the Class I-A-3 Component has been reduced to zero or (ii) its Group II Premium
Payments and Group II Premium Unpaid Shortfalls after the Principal Balance of
the Class II-A-3 Component has been reduced to zero.
With respect to any Distribution Date, (A) the amount of the
Principal Adjustment for Group I, if any, attributable to any Group I-B
Certificates will be allocated to the Classes of Group I-A Certificates and the
Components of Group I (other than the Class I-A-PO Certificates) and any Class
of Group I-B Certificates with a lower numerical designation pro rata based on
their outstanding Principal Balances and (B) the amount of the Principal
Adjustment for Group II, if any, attributable to any Group II-B Certificates
will be allocated to the Classes of Group II-A Certificates and the Components
of Group II (other than the Class II-A-PO Certificates) and any Class of Group
II-B Certificates with a lower numerical designation pro rata based on their
outstanding Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall
receive distributions in respect of principal in an amount equal to the
amount of principal distributed to its respective Corresponding Upper-Tier
Class, Classes, Component or Components as provided herein. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of interest equal to the Interest Accrual Amounts
and distributions in respect of Unpaid Interest Shortfalls, as the case
may be, in respect of its Corresponding Upper-Tier Class, Classes,
Component or Components in each case to the extent actually distributed
thereon. Such amounts distributed to the Uncertificated Lower-Tier
Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class, Classes, Component or Components. The initial
principal balance of each Uncertificated Lower-Tier Interest equals the Original
Principal Balances of the respective Corresponding Upper-Tier Class, Classes,
Component or Components.
The pass-through rate with respect to the Class I-A-L1 Interest,
Class I-A-L2 Interest, Class A-I-A-LUR Interest, Class II-A-L1 Interest, Class
I-B-L Interest, and Class II-B-L Interest shall be 7.750% per annum. The
pass-through rate for the Class I-A-L3 Interest and Class II-A-L3 Interest shall
be 7.69% per annum. The Class I-A-LPO and Class II-A-LPO Interests are
principal-only interests and are not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
(b) (i) On each Distribution Date prior to the applicable 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 Group I-A Certificates
and Components (other than the Principal Balance of the Class I-A-PO
Certificates) as follows:
first, concurrently, to the Class I-A-R and Class I-A-LR
Certificates, pro rata, until the Principal Balance of each such Class has been
reduced to zero;
second, commencing on the Distribution Date in June 2003,
$14,290.84, concurrently, to the Class I-A-3 Component and the Class I-A-4 PO
Component, pro rata, based on their initial Principal Balances, until the
Principal Balance of each such Component has been reduced to zero;
third, to the Class I-A-7 Certificates, the lesser of (i) the Class
I-A-7 Priority Amount and (ii) 98.6% of the Class A Non-PO Principal
Distribution Amount for the Group I-A Certificates and Components;
fourth, to the Class I-A-1 Certificates, until the
Principal Balance thereof has been reduced to zero;
fifth, concurrently, to the Class I-A-2 and Class I-A-6
Certificates, pro rata, until the Principal Balance of each such Class has been
reduced to zero;
sixth, concurrently, to the Class I-A-3 Component and the Class
I-A-4 PO Component, pro rata, based on their initial Principal Balances, until
the Principal Balance of each such Component has been reduced to zero; and
seventh, to the Class I-A-7 Certificates, without regard to the
amount calculated pursuant to priority third for such Distribution Date, until
the Principal Balance thereof has been reduced to zero.
(ii) On each Distribution Date prior to the applicable Cross-Over
Date, the Group II-A Non-PO Principal Distribution Amount will be
allocated and distributed in reduction of the Principal Balances of the
Classes of Group II-A Certificates and Components (other than the
Principal Balance of the Class II-A-PO Certificates) as follows:
first, commencing on the Distribution Date in June 2003, $16,332.40,
concurrently, to the Class II-A-3 Component and the Class II-A-4 PO Component,
pro rata, based on their initial Principal Balances, until the Principal Balance
of each such Component has been reduced to zero;
second, to the Class II-A-2 Certificates, the lesser of (i) the
Class II-A-2 Priority Amount and (ii) 98.6% of the Class A Non-PO Principal
Distribution Amount for the Group II-A Certificates and Components;
third, to the Class II-A-1 Certificates, until the
Principal Balance thereof has been reduced to zero;
fourth, concurrently, to the Class II-A-3 Component and the Class
II-A-4 PO Component, pro rata, based on their initial Principal Balances, until
the Principal Balance of each such Component has been reduced to zero; and
fifth, to the Class II-A-2 Certificates, without regard to the
amount calculated pursuant to priority second for such Distribution Date, until
the Principal Balance thereof has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the applicable Cross-Over Date, (x) the Group I-A
Non-PO Principal Distribution Amount shall be distributed among the Group I-A
Certificates and Components (other than the Class I-A-PO Certificates) and (y)
the Group II-A Non-PO Principal Distribution Amount shall be distributed among
the Group II-A Certificates and Components (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 of a Group are eligible to receive distributions of principal with
respect to any Distribution Date, the following tests shall apply:
(A) (i) if the Current Class I-B-1 Fractional Interest is less than
the Original Class I-B-1 Fractional Interest and the Class I-B-1 Principal
Balance is greater than zero, the Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates shall not be eligible to receive
distributions of principal; or
(ii) if the Current Class II-B-1 Fractional Interest is less
than the Original Class II-B-1 Fractional Interest and the Class II-B-1
Principal Balance is greater than zero, the Class II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates shall not be
eligible to receive distributions of principal; or
(B) (i) if the Current Class I-B-2 Fractional Interest is less than
the Original Class I-B-2 Fractional Interest and the Class I-B-2 Principal
Balance is greater than zero, the Class I-B-3, Class I-B-4, Class I-B-5
and Class I-B-6 Certificates shall not be eligible to receive
distributions of principal; or
(ii) if the Current Class II-B-2 Fractional Interest is less
than the Original Class II-B-2 Fractional Interest and the Class II-B-2
Principal Balance is greater than zero, the Class II-B-3, Class II-B-4,
Class II-B-5 and Class II-B-6 Certificates shall not be eligible to
receive distributions of principal; or
(C) (i) if the Current Class I-B-3 Fractional Interest is less than
the Original Class I-B-3 Fractional Interest and the Class I-B-3 Principal
Balance is greater than zero, the Class I-B-4, Class I-B-5 and Class I-B-6
Certificates shall not be eligible to receive distributions of principal;
or
(ii) if the Current Class II-B-3 Fractional Interest is less
than the Original Class II-B-3 Fractional Interest and the Class II-B-3
Principal Balance is greater than zero, the Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates shall not be eligible to receive distributions
of principal; or
(D) (i) if the Current Class I-B-4 Fractional Interest is less than
the Original Class I-B-4 Fractional Interest and the Class I-B-4 Principal
Balance is greater than zero, the Class I-B-5 and Class I-B-6 Certificates
shall not be eligible to receive distributions of principal; or
(ii) if the Current Class II-B-4 Fractional Interest is less
than the Original Class II-B-4 Fractional Interest and the Class II-B-4
Principal Balance is greater than zero, the Class II-B-5 and Class II-B-6
Certificates shall not be eligible to receive distributions of principal;
or
(E) (i) if the Current Class I-B-5 Fractional Interest is less than
the Original Class I-B-5 Fractional Interest and the Class I-B-5 Principal
Balance is greater than zero, the Class I-B-6 Certificates shall not be
eligible to receive distributions of principal; or
(ii) if the Current Class II-B-5 Fractional Interest is less
than the Original Class II-B-5 Fractional Interest and the Class II-B-5
Principal Balance is greater than zero, the Class II-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 of a
Group entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates of such Group entitled to
receive distributions of principal below zero, first the Group I Class B
Prepayment Percentage or the Group II Class B Prepayment Percentage, as the case
may be, of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class of such Group with the lowest numerical Class
designation and then, if necessary, the Group I Class B Percentage or Group II
Class B Percentage, as the case may be, 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 Group I Class B Prepayment Percentages or the Group II
Class B Prepayment Percentages, as the case may be, and the Group I Class B
Percentages or the Group II Class B Percentages, as the case may be, of the
remaining Classes of Class B Certificates in the related Group will be
recomputed substituting for the Group I Subordinated Prepayment Percentage or
Group II Subordinated Prepayment Percentage, as the case may be, and Group I
Subordinated Percentage or Group II Subordinated Percentage, as the case may be,
in such computations the difference between (A) the Group I Subordinated
Prepayment Percentage or Group II Subordinated Prepayment Percentage, as the
case may be, 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 of such Group to zero; provided,
however, that if the Principal Balances of all the Classes of Class B
Certificates in the related Group eligible to receive distributions of principal
shall be reduced to zero on such Distribution Date, the Group I Class B
Prepayment Percentage or Group II Class B Prepayment Percentage, as the case may
be, and Group I Class B Percentage or Group II Class B Percentage, as the case
may be, of the Class of Class B Certificates in such Group 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 or Group II
Subordinated Prepayment Percentage, as applicable for such Distribution Date
minus the sum of the Group I Class B Prepayment Percentages or Group II Class B
Prepayment Percentages of the Classes of Class B Certificates in such Group
having lower numerical Class designations, if any, and the remainder of the
Group I Subordinated Percentage or Group II Subordinated Percentage, as the case
may be, for such Distribution Date minus the sum of the Group I Class B
Percentages or Group II Class B Percentages, as applicable of the Classes of
Class B Certificates in such Group 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 or
Group II Class B Percentage, as applicable or Group II Class B Prepayment
Percentage or Group II Class B Prepayment Percentage, as applicable.
(e) The Trust Administrator shall establish and maintain the
Upper-Tier Certificate Account, which shall be a separate trust account and an
Eligible Account. On each Distribution Date other than the Final Distribution
Date (if such Final Distribution Date is in connection with a purchase of the
assets of the Trust Estate by the Seller), the Paying Agent shall, on behalf of
the Master Servicer, from funds available on deposit in the Payment Account, (i)
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class I-A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Group I-A Distribution Amount with respect to the Class I-A-LR
Certificate and all other amounts distributable to the Class I-A-LR Certificate.
The Trust Administrator may clear and terminate the Upper-Tier Certificate
Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class I-A-LR Certificateholder)
on the preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.19, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class I-A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Group I-A Distribution
Amount or Group II-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates (other than the Class A-3 and Class I-A-LR
Certificates), and the Group I-B Distribution Amount or Group II-B Distribution
Amount with respect to each Class of Class B Certificates (and, in the case of
the Class A-3 Certificates, as provided in Section 4.07).
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class I-A-R or Class I-A-LR Certificates) or the Principal
Balance of any Class of Class B Certificates would be reduced to zero, or in the
case of the Class A-5 Certificates, the Class A-5 Notional Amount would be
reduced to zero, the Master Servicer shall, as soon as practicable after the
Determination Date relating to such Distribution Date, send a notice to the
Trust Administrator. The Trust Administrator will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trust
Administrator therein specified; provided, however, that the failure to give
such notice will not entitle a Certificateholder to any interest beyond the
interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
(g) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) (i) With respect to any Distribution Date, the principal portion
of Realized Losses on the Group I Mortgage Loans (other than Debt Service
Reductions, Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses with respect to Loan Group I) occurring with respect to Group
I Mortgage Loans will be allocated as follows:
first, to the Class I-B-6 Certificates until the Class
I-B-6 Principal Balance has been reduced to zero;
second, to the Class I-B-5 Certificates until the Class
I-B-5 Principal Balance has been reduced to zero;
third, to the Class I-B-4 Certificates until the Class
I-B-4 Principal Balance has been reduced to zero;
fourth, to the Class I-B-3 Certificates until the Class
I-B-3 Principal Balance has been reduced to zero;
fifth, to the Class I-B-2 Certificates until the Class
I-B-2 Principal Balance has been reduced to zero;
sixth, to the Class I-B-1 Certificates until the Class
I-B-1 Principal Balance has been reduced to zero; and
seventh, concurrently, to the Group I-A Certificates and Components
(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.
(ii) With respect to any Distribution Date, the principal portion of
Realized Losses on the Group II Mortgage Loans (other than Debt Service
Reductions, Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses with respect to Loan Group II) occurring with respect to Group
II Mortgage Loans will be allocated as follows:
first, to the Class II-B-6 Certificates until the Class
II-B-6 Principal Balance has been reduced to zero;
second, to the Class II-B-5 Certificates until the Class
II-B-5 Principal Balance has been reduced to zero;
third, to the Class II-B-4 Certificates until the Class
II-B-4 Principal Balance has been reduced to zero;
fourth, to the Class II-B-3 Certificates until the Class
II-B-3 Principal Balance has been reduced to zero;
fifth, to the Class II-B-2 Certificates until the Class
II-B-2 Principal Balance has been reduced to zero;
sixth, to the Class II-B-1 Certificates until the Class
II-B-1 Principal Balance has been reduced to zero; and
seventh, concurrently to the Group II-A Certificates and Components
(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.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's or Component'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 and Components (other than the Class I-A-PO Certificates)
or Group II-A Certificates and Components (other than the Class II-A-PO
Certificates), respectively, and each Class of Group I-B Certificates or Group
II-B Certificates, respectively 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 and Components or Group II-A Certificates and Components and the
Principal Balance of each Class of the Group I-B Certificates or Group II-B
Certificates, respectively. Any such loss allocated to the Group I-A
Certificates and Components shall be allocated on the subsequent Determination
Date to the outstanding Group I-A Certificates and Components (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 and Components shall be allocated on the subsequent Determination
Date to the outstanding Group II-A Certificates and Components (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) the Group
I-A Certificates and Components and the Group I Premium Payment or Group II-A
Certificates and Components and the Group II Premium Payment, as applicable, and
(ii) the Group I-B Certificates or Group II-B Certificates, pro rata based on,
in the case of Group I, (A) the Group I-A Interest Accrual Amount and Group I
Premium Payment and (B) the Class B Interest Accrual Amount for such Group and
in the case of Group II, (A) the Group II-A Interest Accrual Amount and Group II
Premium Payment and (B) the Class B Interest Accrual Amount for such Group,
without regard to any reduction pursuant to this sentence. Any such loss
allocated to the Group I-A Certificates and Components and the Group I Premium
Payment will be allocated among the outstanding Group I-A Certificates and
Components and the Group I Premium Payment based on each Class's or Components
Group I-A Interest Percentage and, in the case of the Group I Premium Payment,
the Group I Premium Percentage. Any such loss allocated to the Group II-A
Certificates and Components and the Group II Premium Payment will be allocated
among the outstanding Group II-A Certificates and Components and the Group II
Premium Payment based on each Class's or Component's Group II-A Interest
Percentage and, in the case of the Group II Premium Payment, the Group II
Premium Percentage. Any such loss allocated to the Class B Certificates of a
Group will be allocated among the outstanding of Classes of Class B Certificates
of such Group based on their Class B Interest Percentages. In addition, after
the Group I-B Principal Balance or Group II-B Principal Balance has been reduced
to zero, the interest portion of Realized Losses for the related Loan Group
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses for such Loan Group) occurring with respect to any Mortgage
Loan in such Loan Group will be allocated among the outstanding Group I-A
Certificates and Components and the Group I Premium Payment or Group II-A
Certificates and Components and the Group II Premium Payment, respectively,
based on their Group I-A Interest Percentages and Group I Premium Percentage or
Group II-A Interest Percentages and Group II Premium Percentage.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class, Classes, Component or Components
as provided above.
With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i)hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any
default by the Master Servicer in remitting any required amount;
and
(iii) at any time during the continuance of any such default,
upon the written request of the Trust Administrator, forthwith pay to the
Trust Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS;
REPORT TO THE TRUST ADMINISTRATOR, AMBAC AND
THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate, the Seller and Ambac 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 each Component of Group I and the amount of the
Current Group II-A Interest Distribution Amount allocated to each Class of
Group II-A Certificates and each Component of Group II, (c) any Group I-A
Interest Shortfall Amounts or Group II-A Interest Shortfall Amounts
arising with respect to such Distribution Date and any remaining Class A
Unpaid Interest Shortfall with respect to each Class after giving effect
to such distribution, (d) the amount of any Non-Supported Interest
Shortfall for a Group allocated to each Class of Class A Certificates and
each Component of such Group for such Distribution Date and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses for each Loan Group allocated to each Class of
Certificates and Component of the related Group 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 for a Group allocated to each
Class of Class B Certificates of such Group, (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 of a Group after giving effect to such distribution,
(d) the amount of any Non-Supported Interest Shortfall for a Group
allocated to each Class of Class B Certificates of such Group for such
Distribution Date, and (e) the interest portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses for each Group
allocated to each Class of Class B Certificates of such Group for such
Distribution Date;
(v)the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements
or this Agreement;
(vi) the number of Group I Mortgage Loans and Group
II Mortgage Loans outstanding as of the preceding Determination
Date;
(vii) the Group I-A Principal Balance, the Group II-A Principal
Balance, the Principal Balance of each Class of Class A Certificates and
each Component, the Group I-B Principal Balance, the Group II-B Principal
Balance and the Principal Balance of each Class of Class B Certificates as
of the following Determination Date after giving effect to the
distributions of principal made, and the principal portion of Realized
Losses, if any, allocated with respect to such Distribution Date;
(viii) the Group I Adjusted Pool Amount, the Group II Adjusted
Pool Amount, the Group I Adjusted Pool Amount (PO Portion), the Group II
Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled Principal
Balance of the Group I Mortgage Loans for such Distribution Date, the
Group II Pool Scheduled Principal Balance of the Group II Mortgage Loans
for such Distribution Date, the aggregate Scheduled Principal Balance of
the Group I Discount Mortgage Loans for such Distribution Date and the
aggregate Scheduled Principal Balance of the Group II Discount Mortgage
Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans and Group II Mortgage Loans serviced by WFHM and,
collectively, by the Other Servicers as of such Distribution Date;
(x)the Group I-A Percentage and Group II-A Percentage for the
following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xi) the Group I-A Prepayment Percentage and Group II-A
Prepayment Percentage for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xii) the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-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) and the Class II-B-1, Class II-B-2,
Class II-B-3, Class II-B-4, Class II-B-5 and Class II-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 Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-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) and the Class II-B-1,
Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-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 for
each Group, Fraud Loss Amount for each Group and Bankruptcy Loss Amount
for each Group 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 Group I-B Certificates or Group II-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
Group I-B Certificates or Group II-B Certificates has been reduced as a
result of Realized Losses with respect to the Mortgage Loans in the
related Loan Group 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 for each Loan Group has been reduced by the
Prepayment Interest Shortfall for such Loan Group for the related
Distribution Date;
(xxiii) in the case of the Class A-5 Certificates, the Class
I-A-5 IO Component Notional Amount and the Class II-A-5 IO Notional
Amount, if any;
(xxiv) the Class I-A-PO Deferred Amount and Class
II-A-PO Deferred Amount, if any;
(xxv) in the case of the Class A-3 Certificates, (a) the Class
A-3 Distribution Deficiency, if any, for such Distribution Date, (b)
amounts, if any, in respect of the Class A-3 Distribution Deficiency paid
under the Policy and (c) the amounts attributable to the Class A-3
Certificates;
(xxvi) in the case of the Class A-3 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date; and
(xxvii) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare their
tax returns; and shall deliver a copy of each type of statement to the
Trust Administrator, who shall provide copies thereof to Persons making
written request therefor at the Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class I-A-R and Class I-A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class I-A-R and Class I-A-LR
Certificate with a $100 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Group I-A Distribution Amount or Group II-A
Distribution Amount, as applicable, with respect to each Class of Class A
Certificates and the Group I-B Distribution Amount and Group II-B distribution
Amount with respect to each Class of Class B Certificates. Upon receipt of any
such statement, the Trust Administrator shall promptly forward a copy of such
statement to Ambac. The determination by the Master Servicer of such amounts
shall, in the absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trust Administrator and the Paying Agent
shall be protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4,
Class II-B-5 or Class II-B-6 Certificate such additional information, if any, as
may be required to permit the proposed transfer to be effected pursuant to Rule
144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL
REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 RESERVE FUND.
(a) A separate Reserve Fund shall be established on the Closing Date
for the Class A-3 Certificates. The Reserve Fund shall be maintained by the
Trust Administrator in accordance with this Section 4.06. At the time the
Reserve Fund is established, the Seller shall cause to be deposited into the
Reserve Fund the amount of $3,000.00.
With respect to each Distribution Date, the applicable Reserve
Withdrawal shall be withdrawn by the Trust Administrator from the amount on
deposit in the Reserve Fund in accordance with this Section 4.06 and distributed
on such Distribution Date to the Holders of the Class A-3 Certificates, pro
rata, based on Percentage Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Principal Balance of the Class A-3 Certificates has been
reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Lehman Brothers at the address provided by it to the Trust
Administrator.
(b) The Reserve Fund will be an "outside reserve fund" under the
REMIC Provisions that is beneficially owned for federal income tax purposes by
Lehman Brothers, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of either REMIC.
SECTION 4.07 DISTRIBUTIONS IN REDUCTION OF THE CLASS
A-3 CERTIFICATES.
Distributions in reduction of the Principal Balance of the Class A-3
Certificates will be made in integral multiples of $1,000 at the request of the
appropriate representatives of Deceased Holders of such Class and at the request
of Living Holders of such Class or by mandatory distributions by random lot,
pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause
(f) below.
(a) On each Distribution Date on which distributions in reduction of
the Principal Balance of the Class A-3 Certificates are made, such distributions
will be made with respect to such Class in the following priority:
(i)any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common, but not exceeding an aggregate
principal balance for such Class of $100,000 per request; and
(ii) any request by a Living Holder, but not
exceeding an aggregate principal balance for such Class of
$10,000 per request.
Thereafter, distributions will be made, with respect to such Class,
as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class A-3 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balance of Class A-3 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class A-3 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Class presented
in accordance with clause (i) have been honored. All requests for distributions
in reduction of the principal balance of the Class A-3 Certificates will be
accepted in accordance with the provisions set forth in Section 4.07(c). All
requests for distributions in reduction of the principal balance of Class A-3
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trust Administrator no
later than the close of business on the related Record Date. Requests for
distributions which are received by the Clearing Agency and forwarded to, and
received by, the Trust Administrator after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
principal balance of Class A-3 Certificates on the next succeeding Distribution
Date, and each succeeding Distribution Date thereafter, until each such request
is accepted or is withdrawn as provided in Section 4.07(c). Such requests as are
not so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Beneficial Owner of the related
Class A-3 Certificate, all in accordance with the procedures of the Clearing
Agency and the Trust Administrator. Upon the transfer of beneficial ownership of
any Class A-3 Certificate, any distribution request previously submitted with
respect to such Certificate will be deemed to have been withdrawn only upon the
receipt by the Trust Administrator of notification of such withdrawal in the
manner required by the Clearing Agency under its APUT System.
Distributions in reduction of the principal balance of the Class A-3
Certificates will be applied, in the aggregate with respect to such Class, in an
amount equal to the sum of (x) the Group I-A Non-PO Principal Distribution
Amount allocable to the Class I-A-3 Component pursuant to Section 4.01(b) and
(y) the Group II-A Non-PO Principal Distribution Amount allocable to the Class
II-A-3 Component pursuant to Section 4.01(b), plus any amounts distributable to
the Class A-3 Certificates as a payment under the Policy of a Class A-3
Principal Loss Amount of the type described in clause (i) of the definition
thereof, minus amounts to repay any funds withdrawn from the Rounding Account
for such Class for the prior Distribution Date, plus any amounts available for
distribution from the Rounding Account for such Class established as provided in
Section 4.07(e), provided that the aggregate distribution in reduction of the
Principal Balance of such Class on any Distribution Date is made in an integral
multiple of $1,000.
To the extent that the portion of the Group I-A Non-PO Principal
Distribution Amount and the Group II-A Non-PO Principal Distribution Amount
allocable to distributions in reduction of the Principal Balance of the Class
I-A-3 and Class II-A-3 Components on any Distribution Date plus any amounts
distributable to the Class A-3 Certificates as a payment under the Policy of a
Class A-3 Principal Loss Amount of the type described in clause (i) of the
definition thereof (minus amounts to repay any funds withdrawn from the Rounding
Account for such Class on the prior Distribution Date and plus any amounts
required to be distributed from the Rounding Account for such Class pursuant to
Section 4.07(e)) exceeds the aggregate principal balance of Class A-3
Certificates with respect to which distribution requests, as set forth above,
have been received, distributions in reduction of the Principal Balance of the
Class A-3 Certificates will be made by mandatory distribution pursuant to
Section 4.07(d).
(b) A Class A-3 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.07 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class A-3 Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
Beneficial Owner, and the Class A-3 Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
principal balance of such Class thereof, subject to the limitations stated
above. Class A-3 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Class A-3 Certificates greater than the number of Individual Class
A-3 Certificates of which such trust is the owner. The death of a beneficiary of
a trust will be deemed to be the death of a Beneficial Owner of the Class A-3
Certificates owned by the trust to the extent of such beneficiary's beneficial
interest in such trust. The death of an individual who was a tenant by the
entirety, joint tenant or tenant in common in a tenancy which is the beneficiary
of a trust will be deemed to be the death of the beneficiary of such trust. The
death of a person who, during his or her lifetime, was entitled to substantially
all of the beneficial ownership interests in Individual Class A-3 Certificates
will be deemed to be the death of the Beneficial Owner of such Class A-3
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Trust Administrator. Such
beneficial interest will be deemed to exist in typical cases of street name or
nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to
Minors Act and community property or other joint ownership arrangements between
a husband and wife. Beneficial interests shall include the power to sell,
transfer or otherwise dispose of a Class A-3 Certificate and the right to
receive the proceeds therefrom, as well as interest and distributions in
reduction of the principal balance of the Class A-3 Certificates payable with
respect thereto. The Trust Administrator shall not be under any duty to
determine independently the occurrence of the death of any deceased Beneficial
Owner. The Trust Administrator may rely entirely upon documentation delivered to
it pursuant to Section 4.07(c) in establishing the eligibility of any Beneficial
Owner to receive the priority accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance
of Class A-3 Certificates must be made by delivering a written request therefor
to the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class A-3
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trust Administrator under separate cover. The Clearing Agency Participant
should in turn make the request of the Clearing Agency (or, in the case of a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant of such request, which
Clearing Agency Participant should make the request of the Clearing Agency) in
the manner required under the rules and regulations of the Clearing Agency's
APUT System and provided to the Clearing Agency Participant. Upon receipt of
such request, the Clearing Agency will date and time stamp such request and
forward such request to the Trust Administrator. The Clearing Agency may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
Neither the Master Servicer nor the Trust Administrator shall be liable for any
delay in delivery of requests for distributions or withdrawals of such requests
by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency
Indirect Participant.
The Trust Administrator shall maintain a list of those Clearing
Agency Participants representing the appropriate Beneficial Owners of Class A-3
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Class, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trust Administrator shall
notify the Clearing Agency and the appropriate Clearing Agency Participants as
to which requests should be honored on each Distribution Date. Requests shall be
honored by the Clearing Agency in accordance with the procedures, and subject to
the priorities and limitations, described in this Section 4.07. The exact
procedures to be followed by the Trust Administrator and the Clearing Agency for
purposes of determining such priorities and limitations will be those
established from time to time by the Trust Administrator or the Clearing Agency,
as the case may be. The decisions of the Trust Administrator and the Clearing
Agency concerning such matters will be final and binding on all affected
persons.
Individual Class A-3 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs, and notwithstanding
anything to the contrary herein, no amounts shall be due from Ambac or otherwise
with respect to interest on such Certificates after such last day of the month.
Any Beneficial Owner of a Class A-3 Certificate which has requested
a distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trust Administrator. If such notice of withdrawal of a request for
distribution has not been received by the Clearing Agency and forwarded to the
Trust Administrator on or before the Record Date for the next Distribution Date,
the previously made request for distribution will be irrevocable with respect to
the making of distributions in reduction of the Principal Balance of Class A-3
Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-3 Certificates are rejected by the Trust
Administrator for failure to comply with the requirements of this Section 4.07,
the Trust Administrator shall return such request to the appropriate Clearing
Agency Participant with a copy to the Clearing Agency with an explanation as to
the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Principal Balance of Class A-3 Certificates on a Distribution Date exceed the
outstanding principal balances of Certificates of such Class with respect to
which distribution requests have been received by the related Record Date, as
provided in Section 4.07(a) above, distributions in reduction of the Principal
Balance of the Class A-3 Certificates will be made by mandatory distributions in
reduction thereof. Such mandatory distributions on Individual Class A-3
Certificates will be made by random lot in accordance with the then-applicable
random lot procedures of the Clearing Agency, the Clearing Agency Participants
and the Clearing Agency Indirect Participants representing the Beneficial
Owners; provided however, that, if after the distribution in reduction of the
Principal Balance of the Class A-3 Certificates on the next succeeding
Distribution Date on which mandatory distributions are to be made, the principal
balance of Class A-3 Certificates would not be reduced to zero, the Individual
Class A-3 Certificates to which such distributions will be applied shall be
selected by the Clearing Agency from those Class A-3 Certificates not otherwise
receiving distributions in reduction of the principal balance on such
Distribution Date. The Trust Administrator shall notify the Clearing Agency of
the aggregate amount of the mandatory distribution in reduction of the Principal
Balance of the Class A-3 Certificates to be made on the next Distribution Date.
The Clearing Agency shall then allocate such aggregate amount among its Clearing
Agency Participants on a random lot basis. Each Clearing Agency Participant and,
in turn, each Clearing Agency Indirect Participant will then select, in
accordance with its own random lot procedures, Individual Class A-3 Certificates
from among those held in its accounts to receive mandatory distributions in
reduction of the principal balance of the Certificates of such Class, such that
the total amount so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Clearing Agency Participant by the Clearing
Agency and to such Clearing Agency Indirect Participant by its related Clearing
Agency Participant, as the case may be. Clearing Agency Participants and
Clearing Agency Indirect Participants which hold Class A-3 Certificates selected
for mandatory distributions in reduction of the principal balance are required
to provide notice of such mandatory distributions to the affected Beneficial
Owners. The Master Servicer agrees to notify the Trust Administrator of the
amount of distributions in reduction of the principal balance of Class A-3
Certificates to be made on each Distribution Date in a timely manner such that
the Trust Administrator may fulfill its obligations pursuant to the Letter of
Representations dated the Business Day immediately preceding the Closing Date
among the Seller, the Trust Administrator and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trust Administrator and the Seller shall cause to be initially
deposited with the Trust Administrator a $999.99 deposit for the Rounding
Account. On each Distribution Date on which a distribution is made in reduction
of the principal balance of the Class A-3 Certificates, funds on deposit in the
Rounding Account shall be available to be applied to round upward to an integral
multiple of $1,000 the aggregate distribution in reduction of the Class A
Principal Balance to be made on the Class A-3 Certificates. Rounding of such
distribution on the Class A-3 Certificates shall be accomplished, on the first
such Distribution Date, by withdrawing from the Rounding Account the amount of
funds, if any, needed to round the amount otherwise available for such
distribution in reduction of the principal balance of the Class A-3 Certificates
upward to the next integral multiple of $1,000. On each succeeding Distribution
Date on which distributions in reduction of the principal balance of the Class
A-3 Certificates are to be made, the aggregate amount of such distributions
allocable to the Class A-3 Certificates shall be applied first to repay any
funds withdrawn from the Rounding Account for such Class on the prior
Distribution Date for which funds were withdrawn from such account for such
Class, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward and applied as distributions in reduction of the
principal balance of the Class A-3 Certificates; this process shall continue on
succeeding Distribution Dates until the Class A Principal Balance of the Class
A-3 Certificates has been reduced to zero. The funds in the Rounding Account
shall be held in a non-interest bearing account and shall not be reinvested.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Principal Balance of the Class
A-3 Certificates will reduce the Principal Balance thereof to zero or in the
event that distributions in reduction of the Principal Balance of the Class A-3
Certificates are made in accordance with the provisions set forth in Section
4.07(f), an amount equal to the difference between $1,000 and the sum then held
in the Rounding Account shall be paid from the Pool Distribution Amount to the
Rounding Account. Any funds then on deposit in such Rounding Account shall be
distributed to the Holder of the Class A-LR Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after Ambac's failure to make a payment with respect to
a Class A-3 Distribution Deficiency, distributions in reduction of the Principal
Balance of the Class A-3 Certificates (including amounts paid in respect of such
losses under the Policy) will be made on a pro rata basis among the Holders of
the Class A-3 Certificates and will not be made in integral multiples of $1,000
or pursuant to requested distributions or mandatory distributions by random lot.
(g) In the event that the pro rata distributions described in
section 4.07(f) cannot be made through the facilities of the Clearing Agency,
the Class A-3 Certificates will be withdrawn from the facilities of the Clearing
Agency and Definitive Certificates will be issued to replace such withdrawn
Book-Entry Certificates pursuant to Section 5.07. An amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which pro rata
distributions in reduction of the principal balance of the Class A-3
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Class
A-3 Certificates, with the provisions of this Section 4.07.
SECTION 4.08 POLICY MATTERS.
(a) If, on the second Business Day before any Distribution Date, the
Trust Administrator determines that there will be a Class A-3 Distribution
Deficiency for such Distribution Date, the Trust Administrator shall determine
the amount of such Class A-3 Distribution Deficiency and shall give notice to
Ambac by telephone or telecopy of the amount of such deficiency confirmed in
writing by the Notice of Nonpayment by 12:00 noon, New York City time on such
second Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trust Administrator shall establish a separate special purpose trust account in
the name of the Trust Administrator for the benefit of Holders of the Class A-3
Certificates referred to herein as the "Policy Payments Account" over which the
Trust Administrator shall have exclusive control and sole right of withdrawal.
The Trust Administrator shall deposit any amounts paid under the Policy into the
Policy Payments Account and distribute such amounts only for purposes of payment
to Holders of the Class A-3 Certificates of the Class A-3 Distribution
Deficiency for which a claim was made and such amounts may not be applied to
satisfy any costs, expenses or liabilities of the Trust Administrator or the
Trust Estate. Amounts paid under the Policy shall be disbursed by the Trust
Administrator to Holders of the Class A-3 Certificates in the same manner as
distributions in reduction of the principal balance of and interest on the
Certificates of such Class are made under Section 4.01(e). It shall not be
necessary for such payments of the Class A-3 Distribution Deficiency to be made
by checks or wire transfers separate from the check or wire transfer used to pay
distributions in reduction of the principal balance of and interest on the Class
A-3 Certificates with funds available to make such distributions. However, the
amount of any distribution to be paid from funds transferred from the Policy
Payments Account shall be noted as provided in (c) below and in the statement to
be furnished to Holders of the Class A-3 Certificates and Ambac pursuant to
Section 4.04. Funds held in the Policy Payments Account shall not be invested by
the Trust Administrator.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trust Administrator as
a result of the claim under the Policy to the extent necessary to make
distributions on the Class A-3 Certificates equal to the Class A-3 Distribution
Deficiency on such Distribution Date shall be withdrawn from the Policy Payments
Account and applied by the Trust Administrator to the payment in full of the
Class A-3 Distribution Deficiency. Any funds deposited into the Policy Payments
Account in respect of the Class A-3 Certificates that are remaining therein on
the first Business Day following a Distribution Date after the Class A-3
Distribution Deficiency has been made to the Certificateholders of such Class
shall be remitted in immediately available funds to Ambac, pursuant to the
instructions of Ambac, by the end of such Business Day.
(c) The Trust Administrator shall keep a complete and accurate
record of the Class A-3 Interest Loss Amount, the Class A-3 Principal Loss
Amount and any Non-Supported Interest Shortfall allocated to the Class A-3
Certificates once the Reserve Fund has been depleted, paid from moneys received
under the Policy. Ambac shall have the right to inspect such records at
reasonable times upon one Business Day's prior notice to the Trust
Administrator.
(d) In the event that the Trust Administrator has received a
certified copy of an order of the appropriate court that any distributions in
reduction of the principal balance of or interest on a Class A-3 Certificate has
been avoided in whole or in part as a preference payment under applicable
bankruptcy law, the Trust Administrator shall so notify Ambac and shall comply
with the provisions of the applicable Policy to obtain payment by Ambac of such
avoided distribution, and shall, at the time it provides notice to Ambac,
notify, by mail to Holders of the Certificates of such Class that, in the event
that any Holder's distribution is so recovered, such Holder will be entitled to
payment pursuant to the terms of the applicable Policy, a copy of which shall be
made available by the Trust Administrator and the Trust Administrator shall
furnish to Ambac its records evidencing the distributions in reduction of the
principal balance of and interest (including any Non-Supported Interest
Shortfall described in Section 4.08(c)) on the Class A-3 Certificates, if any,
which have been made by the Trust Administrator and subsequently recovered from
Holders, and the dates on which such distributions were made. Such payment under
the applicable Policy shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the order and not to the
Trust Administrator or any Class A-3 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the order, in which case
such payment shall be disbursed to the Trust Administrator for distribution to
such Certificateholder upon proof of such payment reasonably satisfactory to
Ambac).
(e) The Trust Administrator shall promptly notify Ambac of any
proceeding or the institution of any action seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Class A-3 Certificates as to which it has actual knowledge. Each Holder of a
Class A-3 Certificate, by its purchase of such Certificates and the Trust
Administrator hereby agree that Ambac (so long as no Ambac Default exists) may
at any time during the continuation of any proceeding relating to a Preference
Claim direct all matters relating to such Preference Claim, including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedeas or performance
bond pending any such appeal. In addition and without limitation of the
foregoing, Ambac shall be subrogated to the rights of the Trust Administrator
and each Holder in the conduct of any Preference Claim, including, without
limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Preference Claim.
(f) The Trust Administrator acknowledges, and each Holder of a Class
A-3 Certificate by its acceptance of such Certificate agrees, that without any
further action on the part of Ambac, Ambac shall be subrogated to all of the
rights to amounts distributable to such Certificateholders in respect of Group
I-A Unpaid Interest Shortfalls, Group II-A Unpaid Interest Shortfalls,
Non-Supported Interest Shortfalls allocated to such Certificates and recoveries,
if any, with respect to the Class A-3 Principal Loss Amounts with respect to
amounts paid under the Policy. The Class A-3 Certificateholders by acceptance of
such Certificates assign their rights as Holders of such Certificates to Ambac
to the extent of Ambac's interest with respect to amounts paid.
(g) The Master Servicer shall designate an Ambac Contact Person who
shall be available to Ambac to provide reasonable access to information
regarding the Mortgage Loans. The initial Ambac Contact Person is appointed in
Section 11.23.
(h) The Trust Administrator shall surrender the Policy to Ambac for
cancellation upon the expiration of the term of the Policy as provided in the
Policy.
(i) The Trust Administrator upon receipt from the Master Servicer
shall send to Ambac the report prepared pursuant to Section 3.05 and the
statements prepared pursuant to Section 4.04.
SECTION 4.09 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
<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 A-5,
Class I-A-R and Class I-A-LR Certificates, integral multiples of $1,000 in
excess thereof (except, if necessary, for one Certificate of each Class (other
than the Class A-5, Class I-A-R and Class I-A-LR Certificates) that evidences
one Single Certificate plus such additional principal portion as is required in
order for all Certificates of such Class to equal the aggregate Original
Principal Balance of such Class, 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-6,
A-I-A-7, A-I-A-R, A-I-A-LR, A-I-A-PO, A-II-A-1, A-II-A-2, A-II-A-PO, A-A-3,
A-A-4, A-A-5, I-B-1, I-B-2, I-B-3, I-B-4, I-B-5, I-B-6, II-B-1, II-B-2, II-B-3,
II-B-4, II-B-5, II-B-6 and C (reverse side of Certificates) hereto. On original
issue the Certificates shall be executed and delivered by the Trust
Administrator to or upon the order of the Seller upon receipt by the Trust
Administrator or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion (or notional amount) evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Administrator by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trust Administrator, or unless there appears on such
Certificate a certificate of authentication executed by the Authenticating Agent
by manual signature, and such countersignature or certificate upon a Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i)the provisions of this Section 5.01(b) shall be in
full force and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar
and the Trust Administrator may deal with the Clearing Agency for all
purposes (including the making of distributions on the Book-Entry
Certificates and the taking of actions by the Holders of Book-Entry
Certificates) as the authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by
law, the rules, regulations and procedures of the Clearing Agency and
agreements between such Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants, and all references in this Agreement to
actions by Certificateholders shall, with respect to the Book-Entry
Certificates, refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in
this Agreement to distributions, notices, reports and statements to
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to distributions, notices, reports and statements to the Clearing
Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v)the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
distributions of principal and interest on the Certificates to the
Clearing Agency Participants, for distribution by such Clearing Agency
Participants to the Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class I-B-4, Class I-B-5, Class I-B-6, Class
II-B-4, Class II-B-5 or Class II-B-6 Certificate shall be made unless the
registration requirements of the Securities Act of 1933, as amended, and any
applicable State securities laws are complied with, or such transfer is exempt
from the registration requirements under said Act and laws. In the event that a
transfer is to be made in reliance upon an exemption from said Act or laws, (i)
unless such transfer is made in reliance on Rule 144A, the Trust Administrator
or the Seller may, if such transfer is to be made within three years after the
later of (i) the date of the initial sale of Certificates or (ii) the last date
on which the Seller or any affiliate thereof was a Holder of the Certificates
proposed to be transferred, require a Class I-B-4, Class I-B-5, Class I-B-6,
Class II-B-4, Class II-B-5 or Class II-B-6 Certificateholder to deliver a
written Opinion of Counsel acceptable to and in form and substance satisfactory
to the Trust Administrator and the Seller, to the effect that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trust
Administrator, the Trustee, the Seller or the Master Servicer, and (ii) the
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 Trust Administrator the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trust Administrator, the Trustee, the Seller or the Master Servicer. The
Holder of a Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 or
Class II-B-6 Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trust Administrator, 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 Trust
Administrator is under an obligation to register the Class I-B-4, Class I-B-5,
Class I-B-6, Class II-B-4, Class II-B-5 or Class II-B-6 Certificates under said
Act or any other securities law.
(c) No transfer of a Class B Certificate shall be made unless the
Trust Administrator shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class I-B-4, Class
I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 or Class II-B-6 Certificate, or
in the form of Exhibit K hereto, in the case of a Class I-B-1, Class I-B-2,
Class I-B-3, Class II-B-1, Class II-B-2 or Class II-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 Trust Administrator, the
Trustee, the Seller or the Master Servicer or (b) if such transferee is an
insurance company, (A) the source of funds used to purchase the Class B
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 Trust Administrator 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 Trust Administrator, 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 Trust Administrator, 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
Trust Administrator, 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 or Class I-A-LR Certificate may be transferred directly or
indirectly to a "disqualified organization" within the meaning of Code Section
860E(e)(5) or an agent of a disqualified organization (including a broker,
nominee, or middleman), to a Plan or a Person acting on behalf of or investing
the assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to
an individual, corporation, partnership or other person unless such transferee
(i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class
I-A-R or Class I-A-LR Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the Trust
Administrator with an effective Internal Revenue Service Form 4224 or (iii) is a
Non-U.S. Person that has delivered to both the transferor and the Trust
Administrator an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class I-A-R or Class I-A-LR Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class I-A-R or Class I-A-LR Certificate
will not be disregarded for federal income tax purposes (any such person who is
not covered by clauses (i), (ii) or (iii) above being referred to herein as a
"Non-permitted Foreign Holder"), and any such purported transfer shall be void
and have no effect. The Trust Administrator shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class I-A-R or Class I-A-LR Certificate in connection with any such transfer
to a disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class I-A-R or Class I-A-LR Certificate, unless the transferor shall have
provided to the Trust Administrator an affidavit, substantially in the form
attached as Exhibit H hereto, signed by the transferee, to the effect that the
transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class I-A-R or
Class I-A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class I-A-R or Class I-A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class I-A-R or Class I-A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class I-A-R and Class I-A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class I-A-R or Class I-A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
I-A-R or Class I-A-LR Certificate in constructive trust for the last transferor
who was not a disqualified organization or agent thereof, and such transferor
shall be restored as such owner of such Class I-A-R or Class I-A-LR Certificate
as completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class I-A-R or Class I-A-LR Certificate, and (ii)
the Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class I-A-R or Class I-A-LR Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class I-A-R or Class I-A-LR Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency 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 Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners, or (iv) upon the occurrence of the
events specified in Section 4.07(g), the Trust Administrator shall notify the
Beneficial Owners, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Certificates to Beneficial Owners
requesting the same. Upon surrender to the Trust Administrator by the Clearing
Agency of the Certificates held of record by its nominee, accompanied by
reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<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 between Group I and Group II, pro rata, and
within each Group in reduction of distributions on the Class A Certificates and
Components and Class B Certificates in the same manner as Realized Losses are
allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator, a copy of which shall be delivered, but not addressed,
to Ambac. No such resignation shall become effective until the Trustee, the
Trust Administrator or a successor servicer shall have assumed the Master
Servicer's responsibilities, duties, liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency (without, in the
case of the Class A-3 Certificates, giving effect to the guaranty provided by
Ambac); and (ii) to delegate to, subcontract with, authorize, or appoint an
affiliate of the Master Servicer to perform and carry out any duties, covenants
or obligations to be performed and carried out by the Master Servicer under this
Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to
an affiliate of the Master Servicer any duties, covenants or obligations to be
performed and carried out by the Master Servicer to the extent that such duties,
covenants or obligations are to be performed in any state or states in which the
Master Servicer is not authorized to do business as a foreign corporation but in
which the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, the Trust Administrator or the Seller under this Agreement, incurred by
it prior to the time that the conditions contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE, THE TRUST ADMINISTRATOR AND
SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee,
the Trust Administrator and the Seller and any director, officer or agent
thereof against any loss, liability or expense, including reasonable attorney's
fees, arising out of, in connection with or incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties of the Master
Servicer under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. Any payment pursuant to this
Section made by the Master Servicer to the Trustee, the Trust Administrator or
the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
<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;
(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property;
(v)the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency, bankruptcy or reorganization
statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of
all or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both 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 the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator, on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator, on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and 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 Trust Administrator,
on behalf of the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND
UPON EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator, on behalf of the Trustee shall be the successor
in all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
(without, in the case of the Class A-3 Certificates, giving effect to the
guaranty provided by Ambac) by either Rating Agency and the retention thereof by
the Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i)Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and the Trust Administrator, and conforming to the
requirements of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be
personally liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with the direction of holders
of Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable
for any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE TRUST
ADMINISTRATOR.
Except as otherwise provided in Section 8.01:
(i)Each of the Trustee and the Trust Administrator may request
and rely and shall be protected in acting or refraining from acting upon
any resolution, Officers' Certificate, certificate of auditors or any
other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the
proper party or parties and the manner of obtaining consents and
evidencing the authorization of the execution thereof shall be subject to
such reasonable regulations as the Trustee or Trust Administrator, as
applicable may prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not
be accountable, shall have no liability and makes no representation as to
any acts or omissions hereunder of the Master Servicer until such time as
the Trust Administrator may be required to act as Master Servicer pursuant
to Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v)Each of the Trustee and the Trust Administrator may execute
any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys.
SECTION 8.03 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR REQUIRED TO
MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
Mortgage, Mortgage Note or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by holders of
Certificates evidencing in the aggregate not less than 51% of the Voting
Interest represented by all Certificates; provided, however, that if the payment
within a reasonable time to the Trustee or the Trust Administrator of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee or the Trust Administrator, not
reasonably assured to the Trustee or the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Trust
Administrator may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Master Servicer or, if paid by the Trustee or
the Trust Administrator, shall be repaid by the Master Servicer upon demand.
SECTION 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall 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 AND THE TRUST ADMINISTRATOR MAY OWN
CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof,
in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at
all times (i) be a corporation or association having its principal office in a
state and city acceptable to the Seller, organized and doing business under the
laws of such state or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be ,may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject either the Upper-Tier REMIC or
the Lower-Tier REMIC to federal, state or local tax or cause either the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, which
Opinion of Counsel shall be at the sole expense of the Trustee or the Trust
Administrator, as the case may be.
SECTION 8.11 AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Trust
Administrator the Seller and the Master Servicer. The Trust Administrator may at
any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trust Administrator.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i)all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer
hereunder) the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Estate or any portion thereof
in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee so appointed by it, if such
resignation or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing
Date, with the consent of the Master Servicer and the Seller, appoint one or
more Custodians to hold all or a portion of the Owner Mortgage Loan Files as
agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any action that would (i) affect the determination of the
Trust Estate's status as two separate REMICs; or (ii) cause the imposition of
any federal, state or local income, prohibited transaction, contribution or
other tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust
Estate. The Master Servicer, or, in the case of any tax return or other action
required by law to be performed directly by the Trust Administrator, the Trust
Administrator, shall (i) prepare or cause to be prepared, timely cause to be
signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms 8811 and apply for an Employee Identification Number with a Form SS-4 or
any other permissible method and respond to inquiries by Certificateholders or
their nominees concerning information returns, reports or tax returns; (vi)
maintain (or cause to be maintained by the Servicers) such records relating to
the Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class I-A-1, Class I-A-2, Class I-A-6, Class
I-A-7, Class I-A-PO, Class I-A-R, Class II-A-1, Class II-A-2, Class II-A-PO
Certificates and each Class A-3, Class A-4 and Class A-5 Component and the Class
I-B-l, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class
II-B-l, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6
Certificates and the interests in the Lower-Tier REMIC represented by the Class
I-A-L1, Class I-A-L2, Class I-A-L3, Class I-A-LPO, Class I-A-LUR, Class II-A-L1,
Class II-A-L3, Class II-A-LPO, Class I-B-L, Class II-B-L Interests and the Class
I-A-LR Certificate; (viii) exercise reasonable care not to allow the occurrence
of any "prohibited transactions" within the meaning of Code Section 860F(a),
unless the Master Servicer shall have provided an Opinion of Counsel to the
Trustee that such occurrence would not (a) result in a taxable gain, (b)
otherwise subject either the Upper-Tier REMIC or Lower-Tier REMIC or the Trust
Estate to tax or (c) cause the Trust Estate to fail to qualify as two separate
REMICs; (ix) exercise reasonable care not to allow either the Upper-Tier REMIC
or the Lower-Tier REMIC to receive income from the performance of services or
from assets not permitted under the REMIC Provisions to be held by a REMIC; (x)
pay (on behalf of the Upper-Tier REMIC or the Lower-Tier REMIC) the amount of
any federal income tax, including, without limitation, prohibited transaction
taxes, taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the Upper-Tier REMIC
or Lower-Tier REMIC, as the case may be when and as the same shall be due and
payable (but such obligation shall not prevent the Master Servicer or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Master Servicer from withholding or depositing payment of
such tax, if permitted by law, pending the outcome of such proceedings); and
(xi) if required or permitted by the Code and applicable law, act as "tax
matters person" for the Upper-Tier REMIC or the Lower-Tier REMIC within the
meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer is
hereby designated as agent of the Class I-A-R and Class I-A-LR
Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class I-A-R and Class I-A-LR Certificates shall be
tax matters persons in accordance with the REMIC Provisions). The Master
Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for any
taxes paid by it pursuant to clause (x) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee's sole duties with respect to the Upper-Tier
REMIC and the Lower-Tier REMIC are to sign the tax returns referred to in clause
(i) of the second preceding sentence and to comply with written directions from
the Master Servicer or the Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or
the Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the Upper-Tier REMIC and Lower-Tier REMIC as
described above. In the event that the Trust Administrator prepares any of the
federal, state and local tax returns of the Upper-Tier REMIC or the Lower-Tier
REMIC as described above, the Trust Administrator hereby indemnifies the Seller,
the Master Servicer and the Trustee for any losses, liabilities, damages, claims
or expenses of the Seller, the Master Servicer or the Trustee arising from the
Trust Administrator's willful misfeasance, bad faith or negligence in connection
with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer, the Trust Administrator and the Trustee shall pay from
its own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee, respectively, to
perform its obligations under this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance required to
be made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trust Administrator shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trust Administrator shall not be
required to make such Periodic Advances if prohibited by law or if it determines
that such Periodic Advance would be a Nonrecoverable Advance. With respect to
those Periodic Advances which should have been made by WFHM, the Trust
Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v)
hereof, to be reimbursed from the Certificate Account for Periodic Advances and
Nonrecoverable Advances made by it.
<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, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of 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 Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class I-A-R and Class I-A-LR Certificates, the amounts, if
any, which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trust Administrator
of any Periodic Advances, is insufficient to pay in full the amounts set forth
in clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the
amount available for distribution to Certificateholders shall be allocated in
reduction of the amounts otherwise distributable on the Final Distribution Date
in the same manner as Realized Losses are allocated pursuant to Sections 4.02(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 Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator has received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i)The notice given by the Master Servicer under Section 9.01
shall provide that such notice constitutes the adoption of a plan of
complete liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC as
of the date of such notice (or, if earlier, the date on which the first
such notice is mailed to Certificateholders). The Master Servicer shall
also specify such date in a statement attached to the final tax returns of
the Upper-Tier REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator 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, the Trust Administrator and the
Trustee and with respect to amendments affecting the rights or obligations of
Ambac, with the consent of Ambac, without the consent of any of the
Certificateholders, (i) to cure any ambiguity or mistake, (ii) to correct or
supplement any provisions herein or therein which may be inconsistent with any
other provisions herein or therein or in the related Prospectus, (iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary to maintain the qualification of the Trust Estate as two separate
REMICs at all times that any Certificates are outstanding or to avoid or
minimize the risk of the imposition of any federal tax on the Trust Estate, the
Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that would be a
claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Upper-Tier Certificate Account and Certificate Account
provided that such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, any amendment pursuant to clause (iv) or (vi) shall not be deemed to
adversely affect in any material respect the interest of Certificateholders and
no Opinion of Counsel to that effect shall be required if the person requesting
the amendment instead obtains a letter from each Rating Agency stating that the
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates (without, in the case of the Class A-3
Certificates, giving effect to the guaranty provided by Ambac).
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of Ambac (only with respect to amendments affecting the
rights or obligations of Ambac) and the Holders of Certificates evidencing in
the aggregate not less than 66-2/3% of the aggregate Voting Interests of each
Class of Certificates affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or such Custodial Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither
the Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator, the Trustee or Ambac;
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 Trust Administrator.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to 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, the
Trust Administrator 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, (iii) in the case of the Trustee, to the
Corporate Trust Office, (iv) in the case of the Trust Administrator, to the
Corporate Trust Office, or such other address as may hereafter be furnished to
the Seller and the Master Servicer in writing by the Trustee or the Trust
Administrator, in each case Attention: Corporate Trust Department and (iv) in
the case of Ambac, to Ambac Corporation, 1 State Street Plaza, New York, New
York, 10004, Attention: Structured Finance Department; Confirmation:
212-668-0340; Telecopy: 212-363-1459 (in each case in which notice or other
communication to Ambac refers to an Event of Default or a claim under the policy
or with respect to which failure on the part of Ambac to respond shall be deemed
to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
shall be marked to indicate "URGENT MATERIAL ENCLOSED"). Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice, provided, however, that any demand, notice
or communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, the
Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES AND AMBAC.
(a) The Trust Administrator shall give prompt notice to each Rating
Agency and Ambac of the occurrence of any of the following events of which it
has notice:
(i)any amendment to this Agreement pursuant to Section
10.01(a);
(ii) any sale or transfer of the Class B
Certificates pursuant to Section 5.02 to an affiliate of the
Seller;
(iii) any assignment by the Master Servicer of its
rights and delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant
to Section 6.04;
(v) the occurrence of any of the Events of Default
described in Section 7.01;
(vi) any notice of termination given to the Master
Servicer pursuant to Section 7.01;
(vii) the appointment of any successor to the Master
Servicer pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to
Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency and Ambac of the occurrence of any of the following events:
(i)the appointment of a Custodian pursuant to Section
2.02;
(ii) the resignation or removal of the Trustee or
the Trust Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust
administrator pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single
transaction of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating
Agency and Ambac:
(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 May 1, 2000.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is
$265,433,658.62.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 95.68815397%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 96.89415796%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE
CLASSES OF CLASS A CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class I-A-1 $ 77,663,000.00
Class I-A-2 $ 5,909,375.00
Class I-A-6 $ 190,625.00
Class I-A-7 $ 20,000,000.00
Class I-A-PO $ 1,780,126.79
Class I-A-R $ 100.00
Class I-A-LR $ 100.00
Class II-A-1 $ 92,664,600.00
Class II-A-2 $ 22,300,000.00
Class II-A-PO $ 4,774,217.19
Class A-3 $ 30,000,000.00
Class A-4 $ 623,240.00
SECTION 11.05(A) ORIGINAL PRINCIPAL BALANCES OF THE CLASS A-3 AND
CLASS A-4 COMPONENTS
The Original Class I-A-3 Component Principal Balance is
$14,000,000.00.
The Original Class II-A-3 Component Principal Balance is
$16,000,000.00.
The Original Class I-A-4 PO Component Principal Balance is
$290,840.00.
The Original Class II-A-4 PO Component Principal Balance is
$332,400.00.
SECTION 11.05(B) ORIGINAL CLASS A-5 NOTIONAL AMOUNT, ORIGINAL CLASS
I-A-5 IO COMPONENT NOTIONAL AMOUNT AND ORIGINAL CLASS II-A-5 IO COMPONENT
NOTIONAL AMOUNT.
The Original Class A-5 Notional Amount is $30,000,000.00.
The Original Class I-A-5 IO Component Notional Amount is
$14,000,000.00.
The Original Class II-A-5 IO Component Notional Amount is
$16,000,000.00.
SECTION 11.06 (A) ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE FOR
GROUP I.
The Original Aggregate Non-PO Principal Balance for Group I
is $123,373,725.07.
(B) ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE FOR GROUP II.
The Original Aggregate Non-PO Principal Balance for Group II
is $135,505,589.57.
SECTION 11.07 (A) ORIGINAL GROUP I SUBORDINATED PERCENTAGE.
The Original Group I Subordinated Percentage is 4.31184603%.
(B) ORIGINAL GROUP II SUBORDINATED PERCENTAGE.
The Original Group II Subordinated Percentage is
3.10584204%.
SECTION 11.08 (A) ORIGINAL GROUP I-B PRINCIPAL BALANCE.
The Original Group I-B Principal Balance is $5,319,685.07.
(B) ORIGINAL GROUP II-B PRINCIPAL BALANCE.
The Original Group II-B Principal Balance is $4,208,589.57.
SECTION 11.09 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is
$5,319,685.07.
SECTION 11.10 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
The Original Group II Subordinated Principal Balance is
$4,208,589.57.
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 I-B-1 $ 2,315,000.00
Class I-B-2 $ 1,127,000.00
Class I-B-3 $ 688,000.00
Class I-B-4 $ 438,000.00
Class I-B-5 $ 313,000.00
Class I-B-6 $ 438,685.07
Class II-B-1 $ 2,384,000.00
Class II-B-2 $ 631,000.00
Class II-B-3 $ 421,000.00
Class II-B-4 $ 351,000.00
Class II-B-5 $ 210,000.00
Class II-B-6 $ 211,589.57
SECTION 11.12 (A) ORIGINAL CLASS I-B-1 FRACTIONAL INTEREST.
The Original Class I-B-1 Fractional Interest is 2.43543353%.
(B) ORIGINAL CLASS II-B-1 FRACTIONAL INTEREST.
The Original Class II-B-1 Fractional Interest is
1.34650502%.
SECTION 11.13 (A) ORIGINAL CLASS I-B-2 FRACTIONAL INTEREST.
The Original Class I-B-2 Fractional Interest is 1.52194891%.
(B) ORIGINAL CLASS II-B-2 FRACTIONAL INTEREST.
The Original Class II-B-2 Fractional Interest is
0.88084157%.
SECTION 11.14 (A) ORIGINAL CLASS I-B-3 FRACTIONAL INTEREST.
The Original Class I-B-3 Fractional Interest is 0.96429370%.
(B) ORIGINAL CLASS II-B-3 FRACTIONAL INTEREST.
The Original Class II-B-3 Fractional Interest is
0.57015328%.
SECTION 11.15 (A) ORIGINAL CLASS I-B-4 FRACTIONAL INTEREST.
The Original Class I-B-4 Fractional Interest is 0.60927484%.
(B) ORIGINAL CLASS II-B-4 FRACTIONAL INTEREST.
The Original Class II-B-4 Fractional Interest is
0.31112337%.
SECTION 11.16 (A) ORIGINAL CLASS I-B-5 FRACTIONAL INTEREST.
The Original Class I-B-5 Fractional Interest is 0.35557414%.
(B) ORIGINAL CLASS II-B-5 FRACTIONAL INTEREST.
The Original Class II-B-5 Fractional Interest is
0.15614822%.
SECTION 11.17 CLOSING DATE.
The Closing Date is May 25, 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 $26,543,365.86
(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 A-5,
Class I-A-R and Class I-A-LR Certificates) and the Class B Certificates (other
than the Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates), the minimum Denomination eligible for wire transfer
on each Distribution Date is $500,000. With respect to the Class A-5
Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is 100% Percentage Interest. The Class I-A-R, Class I-A-LR,
Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class
II-B-6 Certificates are not eligible for wire transfer.
SECTION 11.20 SINGLE CERTIFICATE.
A Single Certificate for the Class I-A-1, Class I-A-6, Class I-A-7,
Class I-A-PO, Class II-A-1, Class II-A-2, Class II-A-PO, Class A-4 and Class A-5
Certificates and each Class of Class B Certificates (other than the Class I-B-4,
Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class I-A-2 and Class A-3 Certificates represents a $1,000.00 Denomination. A
Single Certificate for the Class A-5 Certificates represents a $30,000,000.00
Denomination. A Single Certificate for the Class I-B-4, Class I-B-5, Class
I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates represents a
Denomination equal to the Original Principal Balance for such Class. A Single
Certificate for the Class I-A-R and Class I-A-LR Certificates represents a $100
Denomination.
SECTION 11.21 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
SECTION 11.22 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan shall be 0.017% per annum.
SECTION 11.23 AMBAC CONTACT PERSON.
The Initial Ambac Contact Person is Patrick Greene, Vice
President of the Seller.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
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 Trust Administrator
By:_______________________________________
Name:
Title:
Attest:
By: ___________________________________
Name: _________________________________
Title: ________________________________
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:______________________________________
Name
Title:
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 25th day of May, 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 25th day of May, 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 )
) ss.:
COUNTY OF )
On this 25th day of May, 2000, before me, a notary public in and for
_________________, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at
_________________, _________________; that s/he is a ____________________ of
United States Trust Company of New York, a ________________, one of the parties
that executed the foregoing instrument; and that s/he signed his/her name
thereto by order of the Board of Directors of said corporation.
------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 25th day of May, 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 25th day of May, 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 2000-2
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 Savings 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
HomeSide Lending Prior Month Prior Month
National City Mortgage Company Mid-Month Prior Month
First Horizon Home Loan Corporation Mid-Month Prior Month
First Nationwide Mortgage Corporation Mid- Month Prior Month
Hibernia National Bank Mid- Month Prior Month
First Union Mortgage Corporation Mid- Month Prior Month
Bank of America, N.A. 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 2000-2, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 25, 2030
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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Group I-A Certificates
and Components 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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 98.61042%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
1.38958333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.23%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<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 2000-2, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 25, 2030
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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-2 Certificates required to be
distributed to Holders of the Class I-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Group I-A Certificates
and Components 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 8.000% 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 I-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 93.78333%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
6.21666667% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 9.04%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-I-A-6
[FORM OF FACE OF CLASS I-A-6 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, CLASS I-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class I-A-6 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-6 Certificates required to be
distributed to Holders of the Class I-A-6 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Group I-A Certificates
and Components in accordance with the provisions of the Agreement. The Class
I-A-6 Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, at an issue price of
62.43750% 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 250% SPA (as
defined in the Prospectus Supplement dated May 18, 2000 with respect to the
offering of the Class A Certificates and Class I-B-1, Class I-B-2, Class I-B-3,
Class II-B-1, Class II-B-2 and Class II-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 37.56250000% and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
5.43%. There is not short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-I-A-7
[FORM OF FACE OF CLASS I-A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, CLASS I-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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-7 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-7 Certificates required to be
distributed to Holders of the Class I-A-7 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Group I-A Certificates
and Components in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-7 Certificates applicable to each
Distribution Date will be 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-7 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 95.73542%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
4.26458333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.40%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-PO Certificates required to be
distributed to Holders of the Class I-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, at an issue price of
57.50000% 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 250% SPA (as
defined in the Prospectus Supplement dated May 18, 2000 with respect to the
offering of the Class A Certificates and Class I-B-1, Class I-B-2, Class I-B-3,
Class II-B-1, Class II-B-2 and Class II-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 42.50000000% and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
10.98%. There is not short first accrual period.
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 Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<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 UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-R Certificate required to be
distributed to 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 Group I-A Certificates
and Components 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 Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT I-A-LR
[Form of Face of Class I-A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS I-A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1999-24, CLASS I-A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26,
2000
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: June 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-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "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 May 25, 2000 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-LR Certificate required to be
distributed to the Holder of the Class I-A-LR Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Group I-A Certificates
and Components in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-LR Certificate applicable to each
Distribution Date will be 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-LR Certificate, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By
Authorized Officer
<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 2000-2, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 25, 2030
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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-1 Certificates required to be
distributed to Holders of the Class II-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Group II-A Certificates
and Components 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 7.750% 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 II-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-II-A-2
[FORM OF FACE OF CLASS II-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, CLASS II-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class II-A-2 Certificates with respect to a
Trust Estate consisting of two pools of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage
Loans", respectively), formed by 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-2 Certificates required to be
distributed to Holders of the Class II-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Group II-A Certificates
and Components in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-2 Certificates applicable to each
Distribution Date will be 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 II-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 95.78230%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
4.21770333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.39%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, 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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, at an issue price of
63.00000% 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 250% SPA (as
defined in the Prospectus Supplement dated May 18, 2000 with respect to the
offering of the Class A Certificates and Class I-B-1, Class I-B-2, Class I-B-3,
Class II-B-1, Class II-B-2 and Class II-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 37.00000000% and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
8.47%. There is not short first accrual period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED HEREIN) PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate as of the Final Scheduled Maturity Date: June 25, 2030
Cut-Off Date: %
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-3 Certificates with respect to a
Trust Estate consisting of 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of Class A-3 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-3 Certificates as described below and in
the Agreement. Prior to the Distribution Date, if any, on which Ambac fails to
make a required payment under the Policy, distributions in reduction of the
Principal Balance of this Certificate (including amounts paid in respect of such
losses under the Policy as defined below) will be made only in lots equal to
$1,000 initial principal balance and in accordance with the priorities and
procedures set forth in Section 4.07 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
On and after such Distribution Date, distributions in reduction of principal
balance will be made as provided in the Agreement. Distributions in reduction of
the Principal Balance of certain Classes of Class A Certificates may not
commence on the first Distribution Date specified above. Distributions of
principal will be allocated among the Group II-A Certificates (or their
Components) in accordance with the provisions of the Agreement. For the purposes
of determining distributions of interest and in reduction of Principal Balance,
the Class A-3 Certificates consist of two components (each, a "Component" and
individually, the "Class I-A-3 Component" and the "Class II-A-3 Component"). The
amount of interest which accrues on the Class A-3 Certificates in any month will
equal the sum of the interest which accrues on the Class A-3 Components. The
component rate (the "Component Rate") on each of the Class A-3 Components will
be 7.850% per annum. Interest with respect to each Component will accrue during
each month in an amount equal to the product of (i) 1/12th of the Component Rate
for such Component and (ii) the outstanding Principal Balance of such Component.
The amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-3
Certificates, as described in the Agreement.
The Class A-3 Certificates will be entitled to the benefits of a
Financial Guaranty Insurance Policy issued by Ambac Assurance Corporation (the
"Policy") to the extent described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Each Component of this Certificate constitutes a "regular interest"
in a "real estate mortgage investment conduit" as those terms are defined in
Section 860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code
of 1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount and Group II-A Distribution Amount for the Class A-4
Components required to be distributed to Holders of the Class A-4 Certificates
on such Distribution Date, subject to adjustment in certain events as specified
in the Agreement. Distributions in reduction of the Principal Balance of certain
Classes of Class A Certificates may not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the Class of
A Certificates (or their Components) in accordance with the provisions of the
Agreement. For the purposes of determining distributions in reduction of
Principal Balance, the Class A-4 Certificates consist of two components (each, a
"Component" and individually, the Class I-A-4 PO Component" and the "Class
II-A-4 PO Component"). The Class A-4 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 Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, at an issue price of
42.00000% 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 250% SPA (as
defined in the Prospectus Supplement dated May 18, 2000 with respect to the
offering of the Class A Certificates and Class I-B-1, Class I-B-2, Class I-B-3,
Class II-B-1, Class II-B-2 and Class II-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 58.00000000% and (ii) the annual
yield to maturity of this Certificate, compounded monthly, is approximately
5.77%. There is not short first accrual period.
Each Component of this Certificate constitutes a "regular interest"
in a "real estate mortgage investment conduit" as those terms are defined in
Section 860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code
of 1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT A-A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-2, CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $___(Initial Class A-5 Notional
Amount)
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 25, 2030
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-5 Certificates with respect to a
Trust Estate consisting of 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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount and Group II-A Distribution Amount for the Class A-5
Components required to be distributed to Holders of the Class A-5 Certificates
on such Distribution Date, subject to adjustment in certain events as specified
in the Agreement. The Class A-5 Certificates are not entitled to distributions
in respect of principal. For the purposes of determining distributions of
interest, the Class A-5 Certificates consist of two components (each, a
"Component" and individually, the "Class I-A-5 IO Component" and the "Class
II-A-5 IO Component"). The amount of interest which accrues on the Class A-5
Certificates in any month will equal the sum of the interest which accrues on
the Class A-5 Components. The component rate (the "Component Rate") on each of
the Class A-5 Components will be 0.001% per annum. Interest with respect to each
Component will accrue during each month in an amount equal to the product of (i)
1/12th of the Component Rate for such Component and (ii) the outstanding
notional amount of such Component. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, at an issue price of
0.00993% of the initial Class A-5 Notional Amount, including accrued interest,
and a stated redemption price at maturity equal to all interest distributions
hereon, 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 250% SPA (as defined in the
Prospectus Supplement dated May 18, 2000 with respect to the offering of the
Class A Certificates and Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1,
Class II-B-2 and Class II-B-3 Certificates) used to price this Certificate: (i)
the amount of OID as a percentage of the initial Class A-5 Notional Amount is
approximately 0.00592927% and (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 5.94%. There is not short
first accrual period.
Each Component of this Certificate constitutes a "regular interest"
in a "real estate mortgage investment conduit" as those terms are defined in
Section 860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code
of 1986, as amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT I-B-1
[FORM OF FACE OF CLASS I-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I-A
CERTIFICATES AND COMPONENTS AND AMBAC 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 2000-2, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group I-A Certificates and Components and Ambac as
specified in the Agreement, any Class I-B-1 Distribution Amount required to be
distributed to Holders of the Class I-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 I-B-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-B-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class I-B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 95.23542%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
4.76458333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.44%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT I-B-2
[FORM OF FACE OF CLASS I-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I-A
CERTIFICATES AND COMPONENTS AND AMBAC AND THE CLASS I-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 2000-2, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group I-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group I bearing a lower numerical designation
as specified in the Agreement, any Class I-B-2 Distribution Amount required to
be distributed to Holders of the Class I-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 I-B-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-B-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class I-B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 94.28230%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
5.71770333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.58%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT I-B-3
[FORM OF FACE OF CLASS I-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS I-B-1 CERTIFICATES AND THE CLASS
I-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 2000-2, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group I-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group I bearing a lower numerical designation
as specified in the Agreement, any Class I-B-3 Distribution Amount required to
be distributed to Holders of the Class I-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 I-B-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-B-3 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class I-B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 90.51667%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
9.48333333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 9.17%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT I-B-4
[FORM OF FACE OF CLASS I-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS I-B-1 CERTIFICATES, THE CLASS
I-B-2 CERTIFICATES AND THE CLASS I-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 2000-2, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group I-A Certificates and Components, Ambac and each
Class of Class B Certificates of Gorup I bearing a lower numerical designation
as specified in the Agreement, any Class I-B-4 Distribution Amount required to
be distributed to Holders of the Class I-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 I-B-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-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class I-B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 77.62605%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
22.37395333 and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 11.51%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT I-B-5
[FORM OF FACE OF CLASS I-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS I-B-1 CERTIFICATES, THE CLASS
I-B-2 CERTIFICATES, THE CLASS I-B-3 CERTIFICATES AND THE CLASS I-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 2000-2, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group I-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group I bearing a lower numerical designation
as specified in the Agreement, any Class I-B-5 Distribution Amount required to
be distributed to Holders of the Class I-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 I-B-5 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-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 Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class I-B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 56.01667%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
43.98333333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 17.11%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT I-B-6
[FORM OF FACE OF CLASS I-B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS I-B-1 CERTIFICATES, THE CLASS
I-B-2 CERTIFICATES, THE CLASS I-B-3 CERTIFICATES, THE CLASS I-B-4 CERTIFICATES
AND THE CLASS I-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 2000-2, CLASS I-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group I-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group I bearing a lower numerical designation
as specified in the Agreement, any Class I-B-6 Distribution Amount required to
be distributed to Holders of the Class I-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 I-B-6 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-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class I-B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 19.51667%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
80.48333333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 46.31%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT II-B-1
[FORM OF FACE OF CLASS II-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-A
CERTIFICATES AND COMPONENTS AND AMBAC 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 2000-2, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 II-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group II-A Certificates and Components and Ambac as
specified in the Agreement, any Class II-B-1 Distribution Amount required to be
distributed to Holders of the Class II-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 II-B-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 II-B-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class II-B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 95.64167%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
4.35833333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.38%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT II-B-2
[FORM OF FACE OF CLASS II-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-A
CERTIFICATES AND COMPONENTS, AMBAC AND THE CLASS II-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 2000-2, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 II-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group II-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group II bearing a lower numerical designation
as specified in the Agreement, any Class II-B-2 Distribution Amount required to
be distributed to Holders of the Class II-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 II-B-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 II-B-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class II-B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 94.67292%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
5.32708333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 8.53%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT II-B-3
[FORM OF FACE OF CLASS II-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS II-B-1 CERTIFICATES AND THE CLASS
II-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 2000-2, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 II-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group II-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group II bearing a lower numerical designation
as specified in the Agreement, any Class II-B-3 Distribution Amount required to
be distributed to Holders of the Class II-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 II-B-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 II-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class II-B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 90.95417%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
9.04583333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 9.11%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT II-B-4
[FORM OF FACE OF CLASS II-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS II-B-1 CERTIFICATES, THE CLASS
II-B-2 CERTIFICATES AND THE CLASS II-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 2000-2, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 II-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group II-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group II bearing a lower numerical designation
as specified in the Agreement, any Class II-B-4 Distribution Amount required to
be distributed to Holders of the Class II-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 II-B-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 II-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class II-B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Truste, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 77.54792%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
22.45208333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 11.54%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT II-B-5
[FORM OF FACE OF CLASS II-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS II-B-1 CERTIFICATES, THE CLASS
II-B-2 CERTIFICATES, THE CLASS II-B-3 CERTIFICATES AND THE CLASS II-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 2000-2, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 II-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group II-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group II bearing a lower numerical designation
as specified in the Agreement, any Class II-B-5 Distribution Amount required to
be distributed to Holders of the Class II-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 II-B-5 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 II-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 Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class II-B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 56.34480%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
43.65520333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 17.05%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT II-B-6
[FORM OF FACE OF CLASS II-B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II-A
CERTIFICATES AND COMPONENTS, AMBAC, THE CLASS II-B-1 CERTIFICATES, THE CLASS
II-B-2 CERTIFICATES, THE CLASS II-B-3 CERTIFICATES, THE CLASS II-B-4
CERTIFICATES AND THE CLASS II-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 2000-2, CLASS II-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, THE TRUST ADMINISTRATOR OR ANY
OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: May 1, 2000
CUSIP No.: 94975W First Distribution Date: June 26, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: June 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 II-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 May 25, 2000 (the "Agreement") among
the Seller, Norwest Bank Minnesota, National Association, as master servicer
(the "Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Group II-A Certificates and Components, Ambac and each
Class of Class B Certificates of Group II bearing a lower numerical designation
as specified in the Agreement, any Class II-B-6 Distribution Amount required to
be distributed to Holders of the Class II-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 II-B-6 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 II-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.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class II-B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trust Administrator
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such Federal and state laws. In connection with any such
transfer, the Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate is issued on May 25, 2000, and based on its issue
price of 19.51667%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance, 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 250% SPA (as defined in the Prospectus Supplement dated May 18,
2000 with respect to the offering of the Class A Certificates and Class I-B-1,
Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-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
80.48333333% and (ii) the annual yield to maturity of this Certificate,
compounded monthly, is approximately 46.59%. There is not short first accrual
period.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trust Administrator, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:___________________________________________________________________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 2000-2 Certificates]
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-2
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the Seller,
the Master Servicer, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of
the Voting Interests of each Class of Certificates affected thereby. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain circumstances without
the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of 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>
P&S Exhibitstmp vs. P&S Exhibitstmp
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 Trust Administrator (including
its successors under the Pooling and Servicing Agreement defined below, the
"Trust Administrator"), 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 Trust
Administrator and the United States Trust Company of New York, as trustee, have
entered into a Pooling and Servicing Agreement dated as of May 25, 2000 relating
to the issuance of Mortgage Pass-Through Certificates, Series 2000-2 (as in
effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trust Administrator, the
Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trust Administrator for
these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2 Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trust Administrator of Mortgage Notes
and related Mortgages that have not been recorded, each such assignment shall be
delivered by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3 Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4 Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5 Custodian to Cooperate; Release of Custodial Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trust Administrator.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2 Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time
to time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5 Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In
such event, the Trust Administrator shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trust Administrator shall give prompt notice to the Seller and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall have been appointed and accepted appointment by the Trust Administrator
without the prior approval of the Seller and the Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trust Administrator shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trust
Administrator shall give prompt notice to the Custodian of any amendment or
supplement to the Pooling and Servicing Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<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-1
[Schedule of Group I Mortgage Loans Serviced by WFHM from locations
other than Frederick, Maryland]
<TABLE>
WFMBS
WFHMI / 2000-02 Exhibit F-1A (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>
7529439 EDMOND OK 73003 SFD 7.875 7.608 $1,845.30 360 1-Jan-30 $ 253,792.51
7703111 HARVEY LA 70058 SFD 8.375 7.750 $1,934.38 360 1-Feb-30 $ 254,022.13
7781245 LITTLE ROCK AR 72212 SFD 7.375 7.108 $1,757.77 360 1-Mar-30 $ 254,111.49
7931714 COON RAPIDS MN 55448 SFD 7.625 7.358 $1,801.33 360 1-Dec-29 $ 253,567.26
7994388 TEGA CAY SC 29715 SFD 7.125 6.858 $1,714.61 360 1-Jan-30 $ 253,678.66
8002873 BELLAIRE TX 77401 SFD 7.500 7.233 $1,779.50 360 1-Dec-29 $ 253,543.75
8003013 BRECKENRIDGE CO 80424 PUD 7.875 7.608 $1,845.30 360 1-Dec-29 $ 249,546.65
8003107 POTOMAC MD 20854 SFD 7.750 7.483 $1,823.27 360 1-Jan-30 $ 253,774.52
8004658 STOCKTON CA 95219 SFD 7.875 7.608 $1,845.30 360 1-Feb-30 $ 253,971.06
8005007 SANTA FE NM 87501 SFD 7.625 7.358 $1,801.33 360 1-Dec-29 $ 253,567.26
$2,533,575.29
<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>
7529439 68.80 0.25 0.017 0.000
7703111 86.27 33 0.25 0.017 0.358
7781245 79.46 0.25 0.017 0.000
7931714 79.04 0.25 0.017 0.000
7994388 77.12 0.25 0.017 0.000
8002873 75.97 0.25 0.017 0.000
8003013 43.88 0.25 0.017 0.000
8003107 78.31 0.25 0.017 0.000
8004658 76.08 0.25 0.017 0.000
8005007 34.16 0.25 0.017 0.000
</TABLE>
COUNT: 10
WAC: 7.699797776
WAM: 356.0023647
WALTV: 69.95712826
<PAGE>
EXHIBIT F-2A
[Schedule of Group I Mortgage Loans Serviced by WFHM in Frederick, Maryland]
<TABLE>
WFMBS
WFHMI / 2000-02 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>
4919030 FREEHOLD NJ 07728 SFD 8.875 7.750 $ 2,448.44 360 1-Apr-30 $ 307,557.48
4988717 RENO NV 89511 SFD 8.750 7.750 $ 5,858.76 350 1-Apr-29 $ 738,601.07
5057925 VICTORVILLE CA 92392 SFD 8.000 7.733 $ 2,565.80 353 1-Jul-29 $ 347,257.67
5061712 HUDSON WI 54016 SFD 8.625 7.750 $ 2,488.93 360 1-Mar-30 $ 319,620.78
5079662 AVON IN 46123 SFD 8.750 7.750 $ 2,596.12 360 1-Apr-30 $ 329,810.13
5082876 ANGLETON TX 77515 SFD 8.500 7.750 $ 2,199.10 360 1-May-30 $ 286,000.00
5092384 RESCUE CA 95672 SFD 8.375 7.750 $ 2,809.23 360 1-Aug-29 $ 367,252.12
5096937 SPRING TX 77388 SFD 8.750 7.750 $ 3,334.04 360 1-Apr-30 $ 423,556.17
5112188 THORNWOOD NY 10594 SFD 8.250 7.750 $ 2,824.77 360 1-May-30 $ 376,000.00
5113134 BEAUMONT TX 77706 SFD 8.375 7.750 $ 2,188.25 360 1-Apr-30 $ 287,721.06
5126741 AUSTIN TX 78727 SFD 7.500 7.233 $ 1,258.59 360 1-Jan-30 $ 178,228.73
5130699 KNOXVILLE TN 37922 SFD 8.250 7.750 $ 3,325.18 351 1-May-29 $ 439,093.26
5134096 LITTLE NECK NY 11362 SFD 8.875 7.750 $ 3,182.58 360 1-Apr-30 $ 399,775.75
5139894 MILLBURN NJ 07041 SFD 8.000 7.733 $ 1,849.09 360 1-Mar-30 $ 251,660.69
5146889 PONTE VEDRA FL 32082 SFD 8.250 7.750 $ 2,614.41 360 1-Apr-30 $ 347,778.09
5148496 HOPKINTON MA 01748 SFD 8.500 7.750 $ 3,437.05 360 1-May-30 $ 447,000.00
5149094 NEW YORK NY 10024 COP 8.375 7.750 $ 2,223.22 360 1-Apr-30 $ 292,318.19
5149685 PIERMONT NY 10968 SFD 8.250 7.750 $ 2,584.36 360 1-May-30 $ 344,000.00
5150545 IRVINE CA 92612 SFD 8.625 7.750 $ 2,770.88 360 1-Apr-30 $ 356,039.67
5150759 FORT WORTH TX 76132 SFD 8.500 7.750 $ 5,426.61 360 1-Apr-30 $ 705,322.45
5150881 BALLWIN MO 63011 SFD 8.500 7.750 $ 2,691.20 360 1-Apr-30 $ 349,787.97
5150985 WYCKOFF NJ 07481 SFD 8.875 7.750 $ 2,148.25 360 1-May-30 $ 270,000.00
5152396 ROCHESTER HILLS MI 48306 SFD 8.875 7.750 $ 2,036.86 360 1-Mar-30 $ 255,711.89
5154291 GREENWICH CT 06830 SFD 8.125 7.750 $ 4,826.24 360 1-Apr-30 $ 649,574.80
5154939 UNIVERSITY CITY MO 63130 SFD 8.750 7.750 $ 2,053.29 360 1-May-30 $ 261,000.00
5155297 RANDOLPH NJ 07869 SFD 8.625 7.750 $ 3,080.05 360 1-Apr-30 $ 395,766.20
5155522 WOODSTOCK NY 12498 SFD 8.750 7.750 $ 6,287.31 360 1-Apr-30 $ 798,740.19
5155526 SAN JOSE CA 95138 SFD 8.750 7.750 $ 7,202.25 360 1-Apr-30 $ 914,973.27
5157575 STATEN ISLAND NY 10304 SFD 8.750 7.750 $ 2,391.57 360 1-May-30 $ 304,000.00
5158048 SAVAGE MN 55378 SFD 8.625 7.750 $ 3,111.16 360 1-Apr-30 $ 399,763.84
5158898 VILLA HILLS KY 41017 SFD 8.500 7.750 $ 2,537.42 360 1-Apr-30 $ 329,800.08
5158970 WESTHAMPTON NY 11977 SFD 8.625 7.750 $ 1,304.71 360 1-May-30 $ 167,745.00
5158981 HEREFORD MD 21111 SFD 8.500 7.750 $ 2,675.82 360 1-Apr-30 $ 347,789.18
5159158 WASHINGTON CROSSING PA 18977 SFD 8.625 7.750 $ 2,194.54 360 1-Apr-30 $ 281,983.41
5159245 WESTON FL 33327 PUD 8.000 7.733 $ 3,668.82 360 1-Mar-30 $ 499,326.80
5159307 OCEANSIDE NY 11572 SFD 8.500 7.750 $ 1,114.92 360 1-Apr-30 $ 144,912.16
5159353 TRUMBULL CT 06611 SFD 8.375 7.750 $ 2,204.21 360 1-Apr-30 $ 289,819.75
5160036 PARKER CO 80138 SFD 8.250 7.750 $ 2,441.62 360 1-Mar-30 $ 324,584.09
5160719 KNOXVILLE TN 37922 SFD 8.625 7.750 $ 2,613.38 360 1-Mar-30 $ 335,601.81
5161896 MISSION VIEJO CA 92692 SFD 9.375 7.750 $ 2,453.67 360 1-Mar-30 $ 294,607.85
5162421 SANTA CLARITA CA 91351 SFD 8.500 7.750 $ 2,960.32 360 1-Apr-30 $ 384,766.76
5162591 EAST NORTHPORT NY 11731 SFD 9.125 7.750 $ 2,284.68 360 1-Apr-30 $ 280,650.57
5163917 KNOXVILLE TN 37919 SFD 8.500 7.750 $ 7,689.14 360 1-Apr-30 $ 999,394.19
5163948 BOYNTON BEACH FL 33436 SFD 8.875 7.750 $ 892.71 360 1-Apr-30 $ 112,137.11
5164096 PILOT POINT TX 76258 SFD 8.500 7.750 $ 3,077.97 360 1-Mar-30 $ 399,813.26
5164128 LINCOLN VA 20160 SFD 8.125 7.750 $ 2,672.99 360 1-Apr-30 $ 359,764.51
5164555 SUMMERFIELD NC 27358 SFD 8.875 7.750 $ 2,571.53 360 1-Mar-30 $ 322,836.27
5164834 LARCHMONT NY 10538 SFD 8.750 7.750 $ 3,014.64 360 1-May-30 $ 383,200.00
5165191 SOUTH ORANGE NJ 07079 SFD 8.750 7.750 $ 3,644.00 360 1-May-30 $ 463,200.00
5165887 WASHINGTON CT 06793 SFD 8.875 7.750 $ 2,283.50 360 1-Apr-30 $ 286,839.10
5166300 HAVERTOWN PA 19083 SFD 8.625 7.750 $ 2,224.48 360 1-Mar-30 $ 285,661.08
5167372 BROOKLYN NY 11231 HCO 8.375 7.750 $ 2,128.21 360 1-Apr-30 $ 279,825.96
5706290 VENTURA CA 93003 SFD 8.250 7.750 $ 3,936.64 360 1-Apr-30 $ 523,665.86
5706698 CONCORD MA 01742 SFD 8.125 7.750 $ 2,969.99 360 1-May-30 $ 400,000.00
5707157 MURIETTA CA 92693 SFD 9.250 7.750 $ 3,208.44 360 1-Mar-30 $ 389,594.06
5707378 PARK CITY UT 84060 LCO 8.875 7.750 $ 3,023.45 360 1-Apr-30 $ 379,786.97
5707520 SEATTLE WA 98136 SFD 8.125 7.750 $ 3,240.26 360 1-Apr-30 $ 436,114.53
5707679 BELLE MEAD NJ 08502 SFD 8.500 7.750 $ 3,537.01 360 1-May-30 $ 460,000.00
5707735 ATLANTA GA 30350 SFD 8.500 7.750 $ 2,454.38 360 1-Mar-30 $ 318,811.87
5707980 PINNACLE NC 27043 SFD 8.875 7.750 $ 2,255.66 360 1-Mar-30 $ 282,968.20
5708331 HUGO MN 55038 SFD 8.625 7.750 $ 3,758.70 349 1-Mar-29 $ 479,067.23
5708349 MANTORVILLE MN 55955 SFD 8.625 7.750 $ 2,963.38 360 1-Apr-30 $ 380,775.06
5708572 MIDWEST CITY OK 73130 SFD 8.625 7.750 $ 2,333.37 360 1-Mar-30 $ 298,390.26
5709269 DENVER CO 80211 SFD 8.750 7.750 $ 2,761.32 360 1-Apr-30 $ 350,798.06
5709815 TAMPA FL 33626 SFD 8.500 7.750 $ 2,324.31 348 1-Mar-29 $ 299,599.97
5709962 COLLIERVILLE TN 38017 SFD 8.750 7.750 $ 3,304.15 360 1-Apr-30 $ 419,758.35
5710085 PONTE VEDRA BEACH FL 32082 SFD 8.250 7.750 $ 2,975.02 360 1-Apr-30 $ 395,747.48
5710447 GLENDALE CA 91208 SFD 8.500 7.750 $ 2,498.97 360 1-Apr-30 $ 324,803.12
5710653 WAUCONDA IL 60084 SFD 8.125 7.750 $ 3,186.06 360 1-Apr-30 $ 428,819.30
5710857 MANSFIELD TX 76063 SFD 8.625 7.750 $ 3,136.05 360 1-Apr-30 $ 402,961.95
5710862 MANSFIELD TX 76063 SFD 8.625 7.750 $ 2,141.35 360 1-Apr-30 $ 275,149.46
5711117 ELMHURST IL 60126 SFD 8.250 7.750 $ 5,131.25 336 1-Dec-27 $ 668,123.70
5711883 SUNNYSIDE NY 11377 MF2 8.875 7.750 $ 2,649.50 360 1-Apr-30 $ 332,813.31
5712263 YORBA LINDA CA 92886 SFD 9.375 7.750 $ 2,495.25 360 1-Apr-30 $ 299,848.50
5712697 ANNANDALE VA 22003 SFD 8.625 7.750 $ 2,115.59 360 1-Apr-30 $ 271,839.41
5712789 ELDERSBURG MD 21784 SFD 8.750 7.750 $ 2,177.19 360 1-May-30 $ 276,750.00
5712949 HOUSTON TX 77005 SFD 8.500 7.750 $ 2,152.96 360 1-Apr-30 $ 279,830.37
5713103 FAIRFAX STATION VA 22039 PUD 7.625 7.358 $ 2,038.45 360 1-Feb-30 $ 287,370.67
5713134 NARBERTH PA 19072 SFD 8.000 7.733 $ 2,935.06 360 1-Jan-30 $ 398,915.64
5713256 MOSS BEACH CA 94038 SFD 8.000 7.733 $ 2,384.74 360 1-Apr-30 $ 324,781.93
5713312 ANNAPOLIS MD 21401 SFD 7.750 7.483 $ 2,407.15 360 1-Apr-30 $ 335,762.85
5713606 TROPHY CLUB TX 76262 SFD 8.125 7.750 $ 2,125.40 360 1-Apr-30 $ 286,062.75
5713608 FLOWER MOUND TX 75022 SFD 8.500 7.750 $ 2,281.37 360 1-Apr-30 $ 296,520.26
5713791 FLOWER MOUND TX 75022 SFD 8.000 7.733 $ 2,201.29 360 1-Feb-30 $ 299,392.10
5713799 ROGERS MN 55374 SFD 8.000 7.733 $ 1,945.86 360 1-Feb-30 $ 264,651.63
5713853 SANTA FE NM 87501 SFD 8.125 7.750 $ 2,208.93 360 1-Mar-30 $ 297,109.47
5713892 STEVENSVILLE MD 21666 SFD 7.500 7.233 $ 3,216.39 360 1-Mar-30 $ 459,315.09
5713910 FAYETTEVILLE AR 72704 SFD 8.000 7.733 $ 2,670.90 360 1-Mar-30 $ 363,409.24
5713934 DISCOVERY BAY CA 94514 SFD 7.875 7.608 $ 3,045.30 360 1-Mar-30 $ 419,420.00
5713962 SAN JUAN CAPISTRANO CA 92675 SFD 8.000 7.733 $ 3,052.47 360 1-Feb-30 $ 415,156.99
5713981 CRESTED BUTTE CO 81224 SFD 8.000 7.733 $ 2,372.26 360 1-Mar-30 $ 322,864.70
5714001 TRUCKEE CA 96161 SFD 7.500 7.233 $ 2,629.05 360 1-Feb-30 $ 375,157.61
5714012 SMYRNA TN 37167 SFD 7.750 7.483 $ 2,650.73 360 1-Feb-30 $ 369,211.49
5714022 EUGENE OR 97405 SFD 8.250 7.750 $ 2,629.43 360 1-Feb-30 $ 349,325.85
5714063 WESTFIELD NJ 07090 SFD 8.500 7.750 $ 3,936.84 360 1-May-30 $ 512,000.00
5714065 HARWOOD MD 20776 SFD 7.750 7.483 $ 2,005.96 360 1-Feb-30 $ 279,403.28
5714079 VIENNA VA 22182 SFD 7.875 7.608 $ 2,361.19 360 1-Mar-30 $ 325,200.31
5714229 UPPER MAKEFIELD TWP PA 18938 SFD 8.500 7.750 $ 3,260.19 360 1-Feb-30 $ 423,223.95
5714242 SHEPHERDSTOWN WV 25443 SFD 8.625 7.750 $ 2,289.04 360 1-Feb-30 $ 293,774.96
5714268 RALEIGH NC 27609 SFD 8.000 7.733 $ 2,348.05 360 1-Feb-30 $ 319,351.54
5714270 LAKE WORTH FL 33467 SFD 8.750 7.750 $ 2,106.40 360 1-May-30 $ 267,750.00
5714304 TULSA OK 74137 SFD 7.750 7.483 $ 2,220.88 360 1-Feb-30 $ 308,550.14
5714798 SAN DIEGO CA 92130 SFD 8.625 7.750 $ 2,216.71 360 1-Mar-30 $ 284,661.13
5714880 KENNEDALE TX 76060 SFD 8.750 7.750 $ 2,586.68 360 1-Apr-30 $ 328,610.82
5714893 TOWACO NJ 07082 SFD 9.250 7.750 $ 2,739.51 360 1-May-30 $ 333,000.00
5714895 BLUE BELL PA 19422 SFD 8.375 7.750 $ 2,628.33 360 1-Apr-30 $ 345,585.07
5714899 WALPOLE MA 02081 SFD 8.750 7.750 $ 3,540.15 360 1-Apr-30 $ 449,741.10
5715838 PACIFIC GROVE CA 93950 SFD 8.500 7.750 $ 3,229.44 360 1-May-30 $ 420,000.00
5716361 CINCINNATI OH 45226 LCO 8.000 7.733 $ 2,436.10 360 1-Mar-30 $ 331,552.98
5716385 BAYVILLE NY 11709 SFD 8.750 7.750 $ 1,988.00 360 1-Apr-30 $ 252,554.60
5716565 ATLANTA GA 30305 SFD 9.000 7.750 $ 3,556.44 360 1-Apr-30 $ 441,758.56
5716759 SAINT JAMES NY 11780 SFD 9.125 7.750 $ 4,881.80 360 1-Apr-30 $ 599,680.70
5717058 SCOTTSDALE AZ 85262 SFD 8.500 7.750 $ 3,498.55 360 1-Apr-30 $ 454,724.37
5717306 COLLEYVILLE TX 76034 SFD 8.250 7.750 $ 2,494.21 360 1-Apr-30 $ 331,788.29
5717418 LOS ALTOS CA 94022 SFD 8.625 7.750 $ 3,072.27 360 1-May-30 $ 395,000.00
5717550 ELMONT NY 11003 SFD 9.250 7.750 $ 2,468.03 360 1-May-30 $ 300,000.00
5717721 BARTLESVILLE OK 74006 SFD 8.375 7.750 $ 2,660.25 360 1-Apr-30 $ 349,782.46
5717835 PEMBROKE PINES FL 33027 SFD 9.250 7.750 $ 3,613.20 360 1-Apr-30 $ 438,972.30
5718417 WESTMINSTER CO 80031 SFD 8.750 7.750 $ 2,406.52 360 1-Apr-30 $ 305,724.01
5718551 BOSTON MA 02115 HCO 8.750 7.750 $ 3,540.16 360 1-Apr-30 $ 449,741.09
5718786 TRACY CA 95376 SFD 8.750 7.750 $ 2,139.83 360 1-Apr-30 $ 271,843.50
5719474 LAKE BLUFF IL 60044 SFD 9.375 7.750 $ 8,109.56 360 1-May-30 $ 975,000.00
5719538 DALLAS TX 75252 SFD 8.875 7.750 $ 2,227.81 360 1-Apr-30 $ 279,843.02
5719580 PLANTATION FL 33324 LCO 8.875 7.750 $ 489.32 360 1-Apr-30 $ 61,465.52
5719698 POTTSTOWN PA 19465 SFD 8.875 7.750 $ 5,171.70 360 1-Apr-30 $ 649,609.00
5719971 DEER PARK WI 54007 SFD 9.125 7.750 $ 991.41 360 1-Apr-30 $ 121,785.16
5720164 HOUSTON TX 77027 SFD 8.375 7.750 $ 3,428.69 360 1-Apr-30 $ 450,819.61
5720328 SANTA BARBARA CA 93105 SFD 8.625 7.750 $ 2,138.93 360 1-May-30 $ 275,000.00
5720410 WEST CHICAGO IL 60185 SFD 8.625 7.750 $ 2,413.61 360 1-Apr-30 $ 310,132.79
5720411 JACKSON TN 38305 SFD 8.000 7.733 $ 2,080.23 360 1-Feb-30 $ 282,925.51
5720421 ASHBURN VA 20147 SFD 8.750 7.750 $ 2,202.77 360 1-Dec-29 $ 279,182.66
5720430 GOLDEN CO 80403 SFD 7.000 6.733 $ 2,082.40 360 1-Jun-29 $ 308,513.39
5721362 FRISCO TX 75034 SFD 8.625 7.750 $ 3,090.55 360 1-May-30 $ 397,350.00
5721513 KEY WEST FL 33040 LCO 8.500 7.750 $ 2,460.53 360 1-May-30 $ 320,000.00
5721782 OCEAN CITY MD 21842 LCO 8.750 7.750 $ 2,335.72 360 1-May-30 $ 296,900.00
5721800 POTOMAC MD 20854 SFD 8.500 7.750 $ 2,214.48 360 1-May-30 $ 288,000.00
5722343 FALMOUTH ME 04105 SFD 7.375 7.108 $ 1,630.00 360 1-Dec-27 $ 230,318.20
5722516 VIRGINIA BEACH VA 23452 SFD 7.875 7.608 $ 2,399.98 360 1-Jan-30 $ 330,079.82
5722905 EL GRANADA CA 94018 SFD 8.750 7.750 $ 2,753.46 360 1-May-30 $ 350,000.00
5723471 DICKINSON TX 77539 SFD 9.250 7.750 $ 599.12 360 1-May-30 $ 72,825.00
5723728 HEATHROW FL 32746 SFD 8.875 7.750 $ 2,148.25 360 1-Apr-30 $ 269,848.62
5723953 SANTA MONICA CA 90403 LCO 8.750 7.750 $ 4,271.79 360 1-May-30 $ 543,000.00
5724184 CHICAGO IL 60614 SFD 9.250 7.750 $ 5,953.14 240 1-Apr-20 $ 649,057.28
5724780 THOUSAND OAKS CA 91320 SFD 9.250 7.750 $ 3,035.68 360 1-May-30 $ 369,000.00
5724882 JAMACIA ESTS NY 11432 SFD 8.875 7.750 $ 2,148.25 360 1-May-30 $ 270,000.00
5724904 AURORA CO 80016 SFD 8.875 7.750 $ 3,066.02 360 1-Apr-30 $ 385,133.96
5724971 NEW WINDSOR NY 12553 SFD 8.750 7.750 $ 2,360.89 360 1-May-30 $ 300,100.00
5725087 BRIDGEWATER NJ 08807 SFD 8.500 7.750 $ 2,944.94 360 1-May-30 $ 383,000.00
5725168 JASPER GA 30143 SFD 8.875 7.750 $ 2,613.69 360 1-Apr-30 $ 328,315.85
5726523 ENCINO CA 91436 SFD 8.625 7.750 $ 2,341.15 360 1-May-30 $ 301,000.00
5726686 LAS VEGAS NV 89129 SFD 8.750 7.750 $ 2,753.46 360 1-May-30 $ 350,000.00
5726867 MISSION VIEJO CA 92692 SFD 8.375 7.750 $ 2,204.21 360 1-May-30 $ 290,000.00
5727542 GRAND LAKE CO 80447 SFD 8.375 7.750 $ 2,208.01 360 1-May-30 $ 290,500.00
5727881 GAITHERSBURG MD 20882 SFD 9.000 7.750 $ 2,092.02 360 1-Apr-30 $ 259,857.98
5729049 TOPANGA CA 90290 SFD 8.250 7.750 $ 3,117.76 360 1-May-30 $ 415,000.00
5729204 AMELIA ISLAND FL 32034 LCO 8.250 7.750 $ 2,629.44 360 1-May-30 $ 350,000.00
5729230 FREMONT CA 94539 SFD 8.375 7.750 $ 2,318.23 360 1-May-30 $ 305,000.00
5729281 NEW ROCHELLE NY 10805 MF2 8.500 7.750 $ 1,806.95 360 1-May-30 $ 235,000.00
5729758 PENSACOLA FL 32507 HCO 8.750 7.750 $ 2,249.97 360 1-May-30 $ 286,000.00
5730491 SAN DIEGO CA 92101 HCO 8.500 7.750 $ 4,997.94 360 1-May-30 $ 650,000.00
5730618 NAPLES FL 34102 SFD 8.250 7.750 $ 2,441.62 360 1-May-30 $ 325,000.00
5730784 BROOKLYN NY 11229 SFD 8.625 7.750 $ 2,138.92 360 1-May-30 $ 275,000.00
5731057 BRIARCLIFF MANOR NY 10510 SFD 8.625 7.750 $ 3,227.83 360 1-May-30 $ 415,000.00
5731221 ANAHEIM CA 92808 SFD 8.125 7.750 $ 3,831.29 360 1-May-30 $ 516,000.00
5731246 HOUSTON TX 77079 SFD 8.375 7.750 $ 2,071.20 360 1-May-30 $ 272,500.00
5731404 CHICAGO IL 60614 LCO 9.125 7.750 $ 3,141.44 360 1-May-30 $ 386,100.00
5731422 DIX HILLS NY 11746 SFD 8.625 7.750 $ 1,944.48 360 1-May-30 $ 250,000.00
5731790 CASTRO VALLEY CA 94552 SFD 8.000 7.733 $ 2,935.06 360 1-May-30 $ 400,000.00
5731850 HOUSTON TX 77005 SFD 8.375 7.750 $ 2,593.37 360 1-May-30 $ 341,200.00
5733034 SAN JOSE CA 95135 LCO 7.750 7.483 $ 2,417.90 360 1-May-30 $ 337,500.00
5733848 FLOWER MOUND TX 75022 SFD 8.625 7.750 $ 4,184.51 360 1-May-30 $ 538,000.00
5733978 MOORESVILLE NC 28117 SFD 9.125 7.750 $ 5,040.46 360 1-May-30 $ 619,500.00
5735596 JOPLIN MO 64801 SFD 8.625 7.750 $ 4,050.73 360 1-May-30 $ 520,800.00
5736328 RICHMOND VA 23235 SFD 8.750 7.750 $ 2,242.10 360 1-May-30 $ 285,000.00
5737416 OAKLAND CA 94602 SFD 8.750 7.750 $ 2,802.63 360 1-May-30 $ 356,250.00
5739048 RENO NV 89509 SFD 8.625 7.750 $ 2,037.81 360 1-Apr-30 $ 261,845.32
6476835 APACHE JUNCTION AZ 85219 SFD 8.875 7.750 $ 3,103.02 360 1-Mar-30 $ 389,561.09
7095924 KEENE CA 93531 SFD 7.125 6.858 $ 2,694.87 360 1-Dec-29 $ 398,381.55
7291944 BRECKENRIDGE CO 80424 SFD 8.625 7.750 $ 6,611.21 360 1-Jan-30 $ 847,970.93
7449207 KOHLER WI 53044 SFD 8.125 7.750 $ 2,903.16 360 1-Nov-29 $ 389,133.24
7601627 WESTON FL 33327 SFD 8.750 7.750 $ 3,186.14 360 1-Mar-30 $ 404,532.28
7666247 POWHATAN VA 23139 SFD 8.000 7.733 $ 3,522.07 360 1-Mar-30 $ 479,353.71
7668839 DEPERE WI 54115 SFD 8.875 7.750 $ 3,695.77 360 1-Mar-30 $ 463,977.26
7702700 GRANT MN 55110 SFD 8.750 7.750 $ 4,203.50 360 1-Apr-30 $ 534,012.58
7704703 POTOMAC FALLS VA 20165 SFD 8.000 7.733 $ 2,421.42 360 1-Apr-30 $ 329,778.58
7709631 FERNLEY NV 89408 SFD 8.000 7.733 $ 1,854.22 360 1-Apr-30 $ 252,147.09
7758366 POTOMAC FALLS VA 20165 SFD 8.000 7.733 $ 2,261.46 360 1-Apr-30 $ 307,993.21
7769982 FAIRFAX STATION VA 22039 SFD 8.750 7.750 $ 4,204.13 360 1-Apr-30 $ 534,092.54
7804582 MECHANICSVILLE VA 23116 SFD 8.375 7.750 $ 1,920.70 360 1-Apr-30 $ 252,542.94
7827103 VIENNA VA 22182 SFD 8.000 7.733 $ 2,935.06 360 1-Apr-30 $ 399,731.61
7834204 KELLER TX 76000 SFD 7.625 7.358 $ 2,335.72 360 1-Mar-30 $ 329,520.80
7837614 LEESBURG VA 20175 SFD 8.250 7.750 $ 1,951.79 360 1-Mar-30 $ 259,467.54
7839280 ROCHESTER MN 55902 SFD 8.500 7.750 $ 3,380.14 360 1-Apr-30 $ 439,333.69
7851066 SOUTH RIDING VA 20152 SFD 8.250 7.750 $ 2,219.99 360 1-Apr-30 $ 295,311.57
7860091 NISSWA MN 56468 SFD 9.250 7.750 $ 2,468.03 360 1-Apr-30 $ 299,844.47
7860627 READINGTON TWP NJ 08889 SFD 7.250 6.983 $ 2,217.07 360 1-Feb-30 $ 324,234.81
7865823 GREENWOOD VILLAGE CO 80121 PUD 7.500 7.233 $ 6,852.30 360 1-Mar-30 $ 978,540.85
7866290 QUEEN CREEK AZ 85242 SFD 8.250 7.750 $ 1,893.19 360 1-Apr-30 $ 251,839.31
7902101 SEATTLE WA 98019 LCO 7.750 7.483 $ 1,791.03 360 1-Apr-30 $ 249,614.58
7919499 ARDSLEY NY 10502 SFD 7.500 7.233 $ 3,496.07 360 1-Apr-30 $ 499,628.93
7958659 ST PAUL MO 63366 SFD 7.875 7.608 $ 1,845.30 360 1-Jan-30 $ 253,431.75
7978332 SIMI VALLEY CA 93065 SFD 7.625 7.358 $ 4,012.25 360 1-Feb-30 $ 565,628.32
7981185 LA HABRA CA 90631 SFD 8.500 7.750 $ 2,448.22 360 1-Apr-30 $ 317,987.11
7986967 MEDIA PA 19063 SFD 8.750 7.750 $ 2,242.10 360 1-Jan-30 $ 284,336.90
7992776 FOREST LAKE TWSP MN 55025 SFD 8.125 7.750 $ 2,524.49 360 1-Apr-30 $ 339,513.57
8002791 DALLAS TX 75219 SFD 7.625 7.358 $ 1,794.96 360 1-Dec-29 $ 252,670.56
8003734 MENDOTA HEIGHTS MN 55118 SFD 8.125 7.750 $ 2,073.05 360 1-Jan-30 $ 278,462.02
8004173 DAYTON MN 55327 SFD 7.750 7.483 $ 1,823.27 360 1-Feb-30 $ 253,957.65
8006495 HERNANDO MS 38632 SFD 7.500 7.233 $ 1,779.50 360 1-Jan-30 $ 253,737.39
8009080 ALEXANDRIA VA 22307 SFD 9.000 7.750 $ 2,413.87 360 1-Apr-30 $ 299,836.13
8010998 KENT WA 98032 SFD 7.500 7.233 $ 1,779.50 360 1-Dec-29 $ 253,543.75
8011641 NORFOLK VA 23503 SFD 7.125 6.858 $ 2,287.27 360 1-Feb-30 $ 338,680.69
8014554 JAMISON PA 18929 SFD 8.375 7.750 $ 2,398.79 360 1-Mar-30 $ 315,206.31
8015178 DUBLIN OH 43017 SFD 8.250 7.750 $ 2,366.49 360 1-Jan-30 $ 314,080.28
8020048 SCOTTSDALE AZ 85259 SFD 7.875 7.608 $ 1,776.42 360 1-Feb-30 $ 244,111.11
8021502 MONTGOMERY TWP NJ 08502 SFD 7.875 7.608 $ 2,610.25 360 1-Apr-30 $ 359,752.25
8022104 MEMPHIS TN 38018 SFD 8.000 7.733 $ 1,311.38 360 1-Mar-30 $ 178,479.38
8023804 MANDAN ND 58554 SFD 8.500 7.750 $ 2,645.06 360 1-Mar-30 $ 343,581.74
8028832 FREMONT CA 94539 SFD 7.875 7.608 $ 4,712.95 360 1-Feb-30 $ 648,067.52
8029163 PORTAGE MI 49002 SFD 8.375 7.750 $ 608.06 360 1-Mar-30 $ 79,825.94
8031509 CHANHASSEN MN 55317 SFD 8.500 7.750 $ 2,488.21 360 1-Mar-30 $ 323,206.53
8033378 OMAHA NE 68154 SFD 8.250 7.750 $ 1,833.09 360 1-Apr-30 $ 243,844.41
8040742 CHULA VISTA CA 91910 SFD 8.625 7.750 $ 2,308.48 360 1-Apr-30 $ 296,624.77
8046081 TUCSON AZ 85705 SFD 8.250 7.750 $ 685.16 360 1-Mar-30 $ 91,083.28
8049511 GOLDEN CO 80401 SFD 8.250 7.750 $ 2,629.43 360 1-Apr-30 $ 349,776.82
8049796 ISLIP NY 11751 SFD 8.500 7.750 $ 2,327.89 360 1-Apr-30 $ 302,566.59
8049869 FRESNO CA 93711 SFD 8.750 7.750 $ 3,555.89 360 1-Apr-30 $ 451,739.94
8049932 LAGUNA BEACH CA 92651 SFD 8.625 7.750 $ 2,022.25 360 1-Mar-30 $ 259,691.90
8051926 MONTCLAIR TWP. NJ 07042 SFD 8.875 7.750 $ 2,539.70 360 1-Apr-30 $ 319,021.05
8053026 LEONIA NJ 07605 SFD 8.125 7.750 $ 1,888.92 360 1-Oct-29 $ 253,211.13
8054589 CARY IL 60013 SFD 8.625 7.750 $ 3,080.05 360 1-Apr-30 $ 395,766.20
8059521 THOUSAND OAKS CA 91320 SFD 8.875 7.750 $ 2,267.59 360 1-Mar-30 $ 284,679.26
8061022 LOS GATOS CA 95030 SFD 7.500 7.233 $ 2,412.29 360 1-Mar-30 $ 344,486.32
8061883 ASPEN CO 81611 LCO 8.750 7.750 $ 3,343.48 360 1-Apr-30 $ 424,755.48
8062285 SOUTHLAKE TX 76092 SFD 9.250 7.750 $ 2,887.59 360 1-Mar-30 $ 350,634.66
8062806 ATLANTA GA 30328 SFD 9.000 7.750 $ 2,534.56 360 1-Apr-30 $ 314,827.94
8063488 SCHAUMBURG IL 60194 SFD 8.625 7.750 $ 2,940.05 360 1-Mar-30 $ 377,552.05
8065129 ISSAQUAH WA 98029 SFD 8.250 7.750 $ 2,343.95 360 1-Mar-30 $ 311,600.73
8065953 EXCELSIOR MN 55331 SFD 8.500 7.750 $ 2,952.63 360 1-Mar-30 $ 383,217.87
8066043 DURANGO CO 81301 SFD 8.750 7.750 $ 4,346.52 360 1-Apr-30 $ 552,182.13
8066241 CHICAGO IL 60614 SFD 9.500 7.750 $ 3,783.84 360 1-Apr-30 $ 449,778.66
8067745 MONTVILLE NJ 07045 SFD 9.125 7.750 $ 2,440.90 360 1-Apr-30 $ 299,840.35
8068770 IPSWICH MA 01938 SFD 9.125 7.750 $ 3,248.02 360 1-Apr-30 $ 398,987.56
8069016 SAN DIEGO CA 92121 SFD 8.375 7.750 $ 2,466.05 360 1-Apr-30 $ 324,248.34
8069347 UNION MI 49130 SFD 8.500 7.750 $ 2,283.68 360 1-Apr-30 $ 296,820.07
8069910 HOLLISTER CA 95023 SFD 8.500 7.750 $ 2,749.63 360 1-Apr-30 $ 357,383.37
8073829 HUNTINGTON BEACH CA 92648 LCO 8.625 7.750 $ 2,177.81 360 1-Apr-30 $ 279,834.69
8075322 MANALAPAN TWP. NJ 07726 SFD 9.125 7.750 $ 3,516.36 360 1-Mar-30 $ 431,718.27
8080045 SAN ANTONIO TX 78248 SFD 8.625 7.750 $ 4,006.55 360 1-Apr-30 $ 514,815.88
8080662 BOULDER CO 80302 SFD 8.750 7.750 $ 3,618.82 360 1-Apr-30 $ 459,735.35
8082438 MEADOW VISTA CA 95722 SFD 8.375 7.750 $ 3,078.29 360 1-Apr-30 $ 404,748.27
8083238 CYPRESS CA 90630 SFD 8.500 7.750 $ 2,037.62 360 1-Apr-30 $ 264,839.46
8084974 PARADISE VALLEY AZ 85253 SFD 9.000 7.750 $ 2,809.74 360 1-Apr-30 $ 349,009.26
8085493 PRIOR LAKE MN 55372 SFD 9.125 7.750 $ 3,254.53 360 1-Mar-30 $ 399,572.66
8086033 SAN ANTONIO TX 78248 SFD 8.625 7.750 $ 2,527.82 360 1-Apr-30 $ 324,808.12
8086175 ASPEN CO 81611 LCO 8.625 7.750 $ 470.56 360 1-Apr-30 $ 60,464.28
8088748 CHICAGO IL 60646 SFD 8.875 7.750 $ 2,613.69 360 1-Apr-30 $ 328,315.84
8089710 SANTA FE NM 87505 SFD 8.875 7.750 $ 2,309.36 360 1-Apr-30 $ 290,087.28
8090117 SAN FRANCISCO CA 94124 MF2 8.625 7.750 $ 2,115.59 360 1-Apr-30 $ 271,839.41
8090788 BURR RIDGE IL 60521 SFD 8.625 7.750 $ 2,768.93 360 1-Apr-30 $ 355,789.82
8092350 PARK RIDGE IL 60068 SFD 8.375 7.750 $ 2,850.27 360 1-Apr-30 $ 374,766.92
8096078 LITTLETON CO 80125 SFD 7.000 6.733 $ 2,262.03 360 1-Apr-30 $ 339,721.30
8102143 ALTADENA CA 91001 SFD 8.500 7.750 $ 4,890.29 360 1-Apr-30 $ 635,614.71
8102570 WEST ORANGE TWP. NJ 07052 SFD 8.750 7.750 $ 2,360.10 360 1-May-30 $ 300,000.00
8105855 INDEPENDENCE MN 55359 SFD 8.500 7.750 $ 3,047.59 360 1-Apr-30 $ 396,109.89
8111207 CARBONDALE CO 81623 SFD 8.500 7.750 $ 3,075.65 360 1-Apr-30 $ 399,757.68
8114277 MORRISON CO 80465 SFD 8.500 7.750 $ 3,450.88 360 1-Apr-30 $ 448,528.12
$96,854,889.70
<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>
4919030 80.00 0.250 0.017 0.858
4988717 61.67 0.250 0.017 0.733
5057925 74.84 0.250 0.017 0.000
5061712 65.91 0.250 0.017 0.608
5079662 79.81 0.250 0.017 0.733
5082876 84.12 33 0.250 0.017 0.483
5092384 79.66 0.250 0.017 0.358
5096937 89.98 06 0.250 0.017 0.733
5112188 80.00 0.250 0.017 0.233
5113134 79.99 0.250 0.017 0.358
5126741 80.00 0.250 0.017 0.000
5130699 80.00 0.250 0.017 0.233
5134096 87.91 06 0.250 0.017 0.858
5139894 79.00 0.250 0.017 0.000
5146889 80.00 0.250 0.017 0.233
5148496 56.09 0.250 0.017 0.483
5149094 65.00 0.250 0.017 0.358
5149685 80.00 0.250 0.017 0.233
5150545 79.52 0.250 0.017 0.608
5150759 54.29 0.250 0.017 0.483
5150881 68.97 0.250 0.017 0.483
5150985 65.06 0.250 0.017 0.858
5152396 80.00 0.250 0.017 0.858
5154291 65.66 0.250 0.017 0.108
5154939 90.00 33 0.250 0.017 0.733
5155297 80.00 0.250 0.017 0.608
5155522 80.00 0.250 0.017 0.733
5155526 74.98 0.250 0.017 0.733
5157575 80.00 0.250 0.017 0.733
5158048 80.00 0.250 0.017 0.608
5158898 62.26 0.250 0.017 0.483
5158970 75.00 0.250 0.017 0.608
5158981 80.00 0.250 0.017 0.483
5159158 75.00 0.250 0.017 0.608
5159245 52.63 0.250 0.017 0.000
5159307 64.44 0.250 0.017 0.483
5159353 66.36 0.250 0.017 0.358
5160036 65.66 0.250 0.017 0.233
5160719 80.00 0.250 0.017 0.608
5161896 69.41 0.250 0.017 1.358
5162421 65.81 0.250 0.017 0.483
5162591 90.00 06 0.250 0.017 1.108
5163917 64.52 0.250 0.017 0.483
5163948 74.80 0.250 0.017 0.858
5164096 50.04 0.250 0.017 0.483
5164128 33.96 0.250 0.017 0.108
5164555 80.00 0.250 0.017 0.858
5164834 80.00 0.250 0.017 0.733
5165191 80.00 0.250 0.017 0.733
5165887 70.00 0.250 0.017 0.858
5166300 69.76 0.250 0.017 0.608
5167372 80.00 0.250 0.017 0.358
5706290 80.00 0.250 0.017 0.233
5706698 64.00 0.250 0.017 0.108
5707157 66.10 0.250 0.017 1.233
5707378 61.29 0.250 0.017 0.858
5707520 68.51 0.250 0.017 0.108
5707679 80.00 0.250 0.017 0.483
5707735 80.00 0.250 0.017 0.483
5707980 79.19 0.250 0.017 0.858
5708331 79.79 0.250 0.017 0.608
5708349 78.23 0.250 0.017 0.608
5708572 78.95 0.250 0.017 0.608
5709269 90.00 01 0.250 0.017 0.733
5709815 79.68 0.250 0.017 0.483
5709962 67.31 0.250 0.017 0.733
5710085 66.44 0.250 0.017 0.233
5710447 39.63 0.250 0.017 0.483
5710653 70.00 0.250 0.017 0.108
5710857 80.00 0.250 0.017 0.608
5710862 80.00 0.250 0.017 0.608
5711117 79.02 0.250 0.017 0.233
5711883 90.00 33 0.250 0.017 0.858
5712263 75.00 0.250 0.017 1.358
5712697 80.00 0.250 0.017 0.608
5712789 94.99 01 0.250 0.017 0.733
5712949 46.84 0.250 0.017 0.483
5713103 80.00 0.250 0.017 0.000
5713134 70.18 0.250 0.017 0.000
5713256 58.04 0.250 0.017 0.000
5713312 80.00 0.250 0.017 0.000
5713606 79.99 0.250 0.017 0.108
5713608 80.00 0.250 0.017 0.483
5713791 80.00 0.250 0.017 0.000
5713799 88.40 01 0.250 0.017 0.000
5713853 85.00 06 0.250 0.017 0.108
5713892 76.67 0.250 0.017 0.000
5713910 71.94 0.250 0.017 0.000
5713934 80.00 0.250 0.017 0.000
5713962 80.00 0.250 0.017 0.000
5713981 43.11 0.250 0.017 0.000
5714001 80.00 0.250 0.017 0.000
5714012 68.52 0.250 0.017 0.000
5714022 61.40 0.250 0.017 0.233
5714063 80.00 0.250 0.017 0.483
5714065 80.00 0.250 0.017 0.000
5714079 80.00 0.250 0.017 0.000
5714229 77.23 0.250 0.017 0.483
5714242 90.00 11 0.250 0.017 0.608
5714268 74.42 0.250 0.017 0.000
5714270 65.63 0.250 0.017 0.733
5714304 65.26 0.250 0.017 0.000
5714798 67.54 0.250 0.017 0.608
5714880 80.00 0.250 0.017 0.733
5714893 90.00 33 0.250 0.017 1.233
5714895 66.50 0.250 0.017 0.358
5714899 78.26 0.250 0.017 0.733
5715838 80.00 0.250 0.017 0.483
5716361 80.00 0.250 0.017 0.000
5716385 74.32 0.250 0.017 0.733
5716565 80.00 0.250 0.017 0.983
5716759 77.60 0.250 0.017 1.108
5717058 55.15 0.250 0.017 0.483
5717306 80.00 0.250 0.017 0.233
5717418 17.17 0.250 0.017 0.608
5717550 94.64 06 0.250 0.017 1.233
5717721 56.39 0.250 0.017 0.358
5717835 80.00 0.250 0.017 1.233
5718417 90.00 01 0.250 0.017 0.733
5718551 69.12 0.250 0.017 0.733
5718786 80.00 0.250 0.017 0.733
5719474 65.00 0.250 0.017 1.358
5719538 94.92 12 0.250 0.017 0.858
5719580 75.00 0.250 0.017 0.858
5719698 76.47 0.250 0.017 0.858
5719971 74.98 0.250 0.017 1.108
5720164 55.21 0.250 0.017 0.358
5720328 66.27 0.250 0.017 0.608
5720410 90.00 33 0.250 0.017 0.608
5720411 90.00 11 0.250 0.017 0.000
5720421 80.00 0.250 0.017 0.733
5720430 82.37 13 0.250 0.017 0.000
5721362 80.00 0.250 0.017 0.608
5721513 80.00 0.250 0.017 0.483
5721782 90.00 33 0.250 0.017 0.733
5721800 80.00 0.250 0.017 0.483
5722343 80.00 0.250 0.017 0.000
5722516 79.76 0.250 0.017 0.000
5722905 73.68 0.250 0.017 0.733
5723471 75.00 0.250 0.017 1.233
5723728 87.78 11 0.250 0.017 0.858
5723953 79.97 0.250 0.017 0.733
5724184 65.00 0.250 0.017 1.233
5724780 67.09 0.250 0.017 1.233
5724882 78.26 0.250 0.017 0.858
5724904 89.99 11 0.250 0.017 0.858
5724971 85.79 13 0.250 0.017 0.733
5725087 63.83 0.250 0.017 0.483
5725168 90.00 33 0.250 0.017 0.858
5726523 70.00 0.250 0.017 0.608
5726686 70.00 0.250 0.017 0.733
5726867 53.70 0.250 0.017 0.358
5727542 70.00 0.250 0.017 0.358
5727881 74.29 0.250 0.017 0.983
5729049 61.94 0.250 0.017 0.233
5729204 51.28 0.250 0.017 0.233
5729230 68.54 0.250 0.017 0.358
5729281 73.44 0.250 0.017 0.483
5729758 80.00 0.250 0.017 0.733
5730491 68.06 0.250 0.017 0.483
5730618 34.56 0.250 0.017 0.233
5730784 94.99 33 0.250 0.017 0.608
5731057 67.48 0.250 0.017 0.608
5731221 79.99 0.250 0.017 0.108
5731246 64.50 0.250 0.017 0.358
5731404 79.44 0.250 0.017 1.108
5731422 64.77 0.250 0.017 0.608
5731790 61.55 0.250 0.017 0.000
5731850 80.00 0.250 0.017 0.358
5733034 52.73 0.250 0.017 0.000
5733848 80.00 0.250 0.017 0.608
5733978 70.00 0.250 0.017 1.108
5735596 70.00 0.250 0.017 0.608
5736328 95.00 06 0.250 0.017 0.733
5737416 75.00 0.250 0.017 0.733
5739048 84.52 13 0.250 0.017 0.608
6476835 69.64 0.250 0.017 0.858
7095924 80.00 0.250 0.017 0.000
7291944 66.67 0.250 0.017 0.608
7449207 51.45 0.250 0.017 0.108
7601627 77.29 0.250 0.017 0.733
7666247 80.00 0.250 0.017 0.000
7668839 79.99 0.250 0.017 0.858
7702700 79.75 0.250 0.017 0.733
7704703 74.74 0.250 0.017 0.000
7709631 87.74 01 0.250 0.017 0.000
7758366 79.99 0.250 0.017 0.000
7769982 80.00 0.250 0.017 0.733
7804582 79.41 0.250 0.017 0.358
7827103 65.89 0.250 0.017 0.000
7834204 69.47 0.250 0.017 0.000
7837614 80.00 0.250 0.017 0.233
7839280 80.00 0.250 0.017 0.483
7851066 74.72 0.250 0.017 0.233
7860091 75.00 0.250 0.017 1.233
7860627 55.91 0.250 0.017 0.000
7865823 70.00 0.250 0.017 0.000
7866290 70.00 0.250 0.017 0.233
7902101 42.02 0.250 0.017 0.000
7919499 53.20 0.250 0.017 0.000
7958659 71.09 0.250 0.017 0.000
7978332 80.00 0.250 0.017 0.000
7981185 80.00 0.250 0.017 0.483
7986967 95.00 01 0.250 0.017 0.733
7992776 70.10 0.250 0.017 0.108
8002791 80.00 0.250 0.017 0.000
8003734 79.77 0.250 0.017 0.108
8004173 69.73 0.250 0.017 0.000
8006495 67.87 0.250 0.017 0.000
8009080 80.00 0.250 0.017 0.983
8010998 77.12 0.250 0.017 0.000
8011641 77.25 0.250 0.017 0.000
8014554 79.81 0.250 0.017 0.358
8015178 90.00 13 0.250 0.017 0.233
8020048 50.52 0.250 0.017 0.000
8021502 64.86 0.250 0.017 0.000
8022104 80.00 0.250 0.017 0.000
8023804 80.00 0.250 0.017 0.483
8028832 70.65 0.250 0.017 0.000
8029163 57.14 0.250 0.017 0.358
8031509 80.00 0.250 0.017 0.483
8033378 80.00 0.250 0.017 0.233
8040742 80.00 0.250 0.017 0.608
8046081 79.30 0.250 0.017 0.233
8049511 59.53 0.250 0.017 0.233
8049796 70.00 0.250 0.017 0.483
8049869 80.00 0.250 0.017 0.733
8049932 38.81 0.250 0.017 0.608
8051926 80.00 0.250 0.017 0.858
8053026 80.00 0.250 0.017 0.108
8054589 80.00 0.250 0.017 0.608
8059521 95.00 33 0.250 0.017 0.858
8061022 32.86 0.250 0.017 0.000
8061883 54.84 0.250 0.017 0.733
8062285 90.00 33 0.250 0.017 1.233
8062806 90.00 33 0.250 0.017 0.983
8063488 89.55 06 0.250 0.017 0.608
8065129 79.59 0.250 0.017 0.233
8065953 59.08 0.250 0.017 0.483
8066043 65.00 0.250 0.017 0.733
8066241 90.00 01 0.250 0.017 1.483
8067745 41.38 0.250 0.017 1.108
8068770 79.86 0.250 0.017 1.108
8069016 80.00 0.250 0.017 0.358
8069347 90.00 06 0.250 0.017 0.483
8069910 59.75 0.250 0.017 0.483
8073829 80.00 0.250 0.017 0.608
8075322 85.00 11 0.250 0.017 1.108
8080045 80.00 0.250 0.017 0.608
8080662 68.66 0.250 0.017 0.733
8082438 90.00 33 0.250 0.017 0.358
8083238 89.83 33 0.250 0.017 0.483
8084974 80.00 0.250 0.017 0.983
8085493 59.26 0.250 0.017 1.108
8086033 69.30 0.250 0.017 0.608
8086175 79.92 0.250 0.017 0.608
8088748 90.00 13 0.250 0.017 0.858
8089710 75.00 0.250 0.017 0.858
8090117 80.00 0.250 0.017 0.608
8090788 80.00 0.250 0.017 0.608
8092350 65.22 0.250 0.017 0.358
8096078 80.00 0.250 0.017 0.000
8102143 80.00 0.250 0.017 0.483
8102570 63.97 0.250 0.017 0.733
8105855 75.00 0.250 0.017 0.483
8111207 80.00 0.250 0.017 0.483
8114277 80.00 0.250 0.017 0.483
</TABLE>
COUNT: 267
WAC: 8.471456058
WAM: 357.3381861
WALTV: 73.61804363
<PAGE>
EXHIBIT F-2B
[Schedule of Group II Mortgage Loans Serviced by WFHM in Frederick, Maryland]
<TABLE>
WFMBS
WFHMI / 2000-02 Exhibit F-2B (Group II)
30 YEAR FIXED RATE 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>
4855217 LEESBURG VA 20176 SFD 7.500 7.233 $ 3,719.83 360 1-Feb-30 $ 530,808.09
4940646 ATLANTA GA 30331 SFD 7.625 7.358 $ 2,654.23 360 1-Apr-30 $ 374,728.58
4947066 OAKLAND NJ 07436 SFD 7.750 7.483 $ 2,464.72 360 1-Jan-30 $ 342,751.38
4978215 YORKTOWN HEIGHTS NY 10598 SFD 7.750 7.483 $ 2,754.75 360 1-Feb-30 $ 383,700.56
4978867 SAN JOSE CA 95125 SFD 7.500 7.233 $ 2,398.31 360 1-Mar-30 $ 342,489.29
4992328 STANFORD NY 12514 SFD 8.000 7.733 $ 2,019.05 360 1-Jan-30 $ 274,416.83
4999545 ALPHARETTA GA 30004 SFD 7.375 7.108 $ 2,072.03 360 1-Aug-29 $ 297,894.26
4999580 BELLE MEAD NJ 08502 SFD 8.000 7.733 $ 1,871.52 360 1-Feb-30 $ 254,539.12
5007808 COTTAGE GROVE MN 55016 SFD 6.875 6.608 $ 1,751.28 360 1-Feb-30 $ 265,909.24
5008192 GRANITE BAY CA 95746 SFD 8.000 7.733 $ 2,454.47 360 1-Jan-30 $ 333,596.18
5009779 TRUMBULL CT 06611 SFD 6.375 6.108 $ 2,395.67 360 1-Jun-29 $ 379,982.03
5015321 VICTORIA TX 77904 SFD 8.375 7.750 $ 2,774.27 360 1-Apr-30 $ 364,773.13
5017496 FREEHOLD NJ 07728 SFD 7.875 7.608 $ 2,243.15 360 1-Jan-30 $ 308,509.94
5018001 SOUTHLAKE TX 76092 SFD 8.000 7.733 $ 2,749.52 360 1-Mar-30 $ 374,208.46
5018277 ACTON MA 01718 LCO 7.875 7.608 $ 2,702.41 360 1-Feb-30 $ 371,935.44
5018999 EXTON PA 19341 SFD 7.625 7.358 $ 2,548.06 360 1-Mar-30 $ 359,477.22
5023662 PLANO TX 75023 SFD 7.750 7.483 $ 2,837.00 360 1-Feb-30 $ 395,156.07
5024778 PAINTED POST NY 14870 SFD 7.500 7.233 $ 2,156.54 360 1-Jan-30 $ 307,498.79
5030062 GOSHEN NY 10924 SFD 7.875 7.608 $ 2,095.46 360 1-Feb-30 $ 288,399.38
5037246 EAST WINDSOR NJ 08520 SFD 8.000 7.733 $ 2,289.72 360 1-Feb-30 $ 311,417.64
5042890 SAN RAMON CA 94583 SFD 8.000 7.733 $ 4,088.48 360 1-Apr-30 $ 556,818.13
5050585 ROCHESTER MI 48306 SFD 8.500 7.750 $ 2,770.13 360 1-May-30 $ 360,265.00
5051495 RINGOES NJ 08551 SFD 7.625 7.358 $ 2,514.27 360 1-Apr-30 $ 354,968.90
5052443 REDMOND WA 98053 SFD 8.375 7.750 $ 2,584.25 360 1-Apr-30 $ 339,788.67
5054704 EAGAN MN 55122 SFD 7.875 7.608 $ 3,103.95 360 1-Apr-30 $ 427,794.38
5059087 EL PASO TX 79912 SFD 7.875 7.608 $ 1,932.62 360 1-Feb-30 $ 265,988.07
5062642 HOPKINTON MA 01748 SFD 7.250 6.983 $ 2,647.70 360 1-Feb-30 $ 387,211.16
5066879 ROCHESTER MI 48309 SFD 7.875 7.608 $ 1,885.19 360 1-Jan-30 $ 259,277.16
5066942 BOLTON MA 01740 SFD 7.750 7.483 $ 3,582.07 360 1-Feb-30 $ 498,934.44
5067563 NEW YORK NY 10024 COP 8.250 7.750 $ 4,131.97 360 1-Feb-30 $ 548,940.59
5068335 SAN FRANCISCO CA 94114 LCO 7.750 7.483 $ 3,407.26 360 1-Jan-30 $ 474,244.23
5069019 MARIETTA GA 30062 SFD 7.375 7.108 $ 2,972.82 360 1-Jan-30 $ 429,098.78
5069922 SEA GIRT NJ 08750 SFD 8.375 7.750 $ 2,280.22 360 1-Mar-30 $ 299,625.76
5072428 WOODBURY MN 55129 PUD 8.375 7.750 $ 3,101.21 360 1-Mar-30 $ 407,506.01
5073504 DIX HILLS NY 11746 SFD 6.500 6.233 $ 1,608.62 360 1-Mar-30 $ 254,038.60
5074006 CINCINNATI OH 45243 SFD 7.750 7.483 $ 6,447.72 360 1-Feb-30 $ 898,082.01
5074339 NEW YORK NY 10011 HCO 7.375 7.108 $ 2,244.70 360 1-Feb-30 $ 324,253.53
5076014 MOUNT HOLLY NJ 08060 SFD 8.250 7.750 $ 1,928.51 360 1-Jan-30 $ 256,038.42
5084484 BRUSH PRAIRIE WA 98606 SFD 8.000 7.733 $ 3,581.35 360 1-Sep-29 $ 485,396.06
5086777 FOGELSVILLE PA 18051 SFD 8.125 7.750 $ 2,226.90 360 1-Feb-30 $ 299,327.43
5087737 LOS GATOS CA 95032 SFD 8.250 7.750 $ 3,119.26 360 1-Jan-30 $ 414,129.99
5088358 EDEN PRAIRIE MN 55347 SFD 8.250 7.750 $ 2,892.28 360 1-Oct-29 $ 383,232.69
5088491 BURR RIDGE IL 60521 LCO 7.750 7.483 $ 2,094.79 360 1-Jan-30 $ 291,190.38
5089060 CINCINNATI OH 45245 SFD 7.375 7.108 $ 1,795.76 360 1-Jan-30 $ 259,201.31
5089796 CARMEL NY 10512 SFD 8.625 7.750 $ 2,579.69 360 1-Jan-30 $ 330,877.24
5090274 REDONDO BEACH CA 90277 LCO 7.500 7.233 $ 2,272.45 360 1-Feb-30 $ 324,271.87
5090865 PAINTED POST NY 14870 SFD 7.375 7.108 $ 2,141.10 360 1-Feb-30 $ 309,287.97
5091071 SCOTTSDALE AZ 85255 SFD 8.000 7.733 $ 2,788.31 360 1-Feb-30 $ 379,229.95
5092222 LIVERMORE CA 94550 SFD 7.250 6.983 $ 1,732.73 360 1-Jan-30 $ 253,200.20
5097586 FAIRFAX VA 22033 SFD 8.000 7.733 $ 2,335.83 360 1-Jan-30 $ 317,472.03
5098916 BEDFORD NY 10506 SFD 7.750 7.483 $ 4,656.68 360 1-Feb-30 $ 648,614.80
5101115 TAMPA FL 33647 SFD 7.750 7.483 $ 1,866.11 360 1-Feb-30 $ 259,923.88
5101620 RIVER FOREST IL 60305 SFD 8.250 7.750 $ 2,043.45 360 1-Mar-30 $ 271,623.49
5101830 LONG BEACH CA 90803 SFD 8.375 7.750 $ 3,357.62 360 1-Jan-30 $ 437,527.42
5102091 GROTON MA 01450 SFD 7.875 7.608 $ 2,537.75 360 1-Feb-30 $ 349,272.62
5102096 EXCELSIOR MN 55331 SFD 8.250 7.750 $ 5,221.31 360 1-Feb-30 $ 693,661.29
5102141 CLINTON WA 98236 SFD 7.125 6.858 $ 1,714.62 360 1-Jan-30 $ 253,678.62
5103735 SAN RAMON CA 94583 SFD 7.250 6.983 $ 2,200.02 360 1-Jan-30 $ 321,484.52
5104458 SUDBURY MA 01776 SFD 7.625 7.358 $ 3,340.79 360 1-Feb-30 $ 470,530.20
5105512 WINTER SPRINGS FL 32708 SFD 7.750 7.483 $ 2,319.63 360 1-Apr-30 $ 323,554.47
5105873 MERION STATION PA 19066 SFD 7.875 7.608 $ 1,932.24 360 1-Jan-30 $ 265,749.16
5106050 PRINCETON NJ 08540 SFD 7.500 7.233 $ 2,520.67 360 1-Jan-30 $ 359,419.75
5106400 CHARLOTTE NC 28270 SFD 7.000 6.733 $ 2,095.71 360 1-Apr-30 $ 314,741.79
5106680 FUQUAY VARINA NC 27526 SFD 7.625 7.358 $ 1,959.18 360 1-Apr-30 $ 276,599.65
5107614 WHITEHOUSE STATION NJ 08889 SFD 7.875 7.608 $ 2,283.97 360 1-Apr-30 $ 314,783.22
5107698 FAIRFIELD CA 94533 SFD 8.375 7.750 $ 2,134.39 360 1-Mar-30 $ 280,463.70
5107964 WAYLAND MA 01778 LCO 7.500 7.233 $ 2,097.65 360 1-Jan-30 $ 299,101.02
5107994 DANVILLE CA 94506 SFD 7.625 7.358 $ 3,322.39 360 1-Jan-30 $ 468,028.02
5108264 SAN JOSE CA 95138 SFD 7.875 7.608 $ 9,462.16 360 1-Feb-30 $ 1,294,354.12
5108299 DOWNINGTOWN PA 19335 SFD 7.875 7.608 $ 2,160.28 360 1-Dec-29 $ 296,857.68
5108517 CASTLE ROCK CO 80104 SFD 8.125 7.750 $ 2,163.29 360 1-Feb-30 $ 290,777.35
5108623 AUSTIN TX 78735 SFD 8.250 7.750 $ 2,155.39 360 1-Jan-30 $ 286,160.61
5109133 EASTON CT 06612 SFD 8.000 7.733 $ 2,025.20 360 1-Jan-30 $ 274,646.40
5109311 CHESTER NJ 07930 SFD 8.000 7.733 $ 4,109.09 360 1-Jan-30 $ 558,481.88
5109534 POOLESVILLE MD 20837 SFD 8.000 7.733 $ 1,981.17 360 1-Feb-30 $ 269,452.86
5109729 TRACY CA 95376 SFD 8.000 7.733 $ 1,972.36 360 1-Mar-30 $ 268,438.08
5110062 THE WOODLANDS TX 77382 SFD 7.875 7.608 $ 2,424.64 360 1-Jan-30 $ 333,470.34
5110165 CELEBRATION FL 34747 SFD 8.125 7.750 $ 2,844.20 360 1-Jan-30 $ 382,045.47
5112022 NAPERVILLE IL 60565 SFD 7.875 7.608 $ 2,719.02 360 1-Jan-30 $ 373,957.46
5112279 BETHLEHEM PA 18015 SFD 7.500 7.233 $ 2,290.95 360 1-Feb-30 $ 326,911.95
5112409 UPPER MONTCLAIR NJ 07043 SFD 7.875 7.608 $ 2,537.75 360 1-Jan-30 $ 349,026.97
5112484 DELRAY BEACH FL 33484 SFD 8.750 7.750 $ 5,113.56 360 1-Feb-30 $ 648,838.19
5112759 REDONDO BEACH CA 90278 PUD 8.125 7.750 $ 1,945.35 360 1-Mar-30 $ 261,656.06
5112773 MADISON CT 06443 SFD 7.875 7.608 $ 3,027.89 360 1-Feb-30 $ 416,732.16
5112833 PRINCETON NJ 08540 SFD 8.000 7.733 $ 2,641.56 360 1-Jan-30 $ 358,620.03
5113698 RESTON VA 20194 SFD 7.375 7.108 $ 3,406.14 360 1-Dec-29 $ 491,260.49
5113913 MISSION VIEJO CA 92692 SFD 6.750 6.483 $ 2,140.38 360 1-Mar-30 $ 329,430.14
5113953 IRVINE CA 92614 LCO 8.375 7.750 $ 1,924.32 360 1-Dec-29 $ 252,377.09
5114309 SAN JOSE CA 95136 LCO 8.375 7.750 $ 2,086.99 360 1-Feb-30 $ 274,061.41
5114569 WESTFIELD NJ 07090 SFD 8.000 7.733 $ 3,693.19 360 1-Feb-30 $ 502,300.07
5114605 WYCKOFF NJ 07481 SFD 7.500 7.233 $ 3,333.86 360 1-Feb-30 $ 475,731.77
5114912 COLORADO SPRINGS CO 80921 SFD 7.500 7.233 $ 1,779.51 360 1-Jan-30 $ 253,737.35
5114963 GLEN COVE NY 11542 SFD 7.750 7.483 $ 2,450.13 360 1-Feb-30 $ 341,271.17
5114965 HOUSTON TX 77057 SFD 7.000 6.733 $ 1,983.36 360 1-Mar-30 $ 297,404.93
5115160 BRANDON MS 39047 SFD 8.125 7.750 $ 2,027.95 360 1-Jan-30 $ 272,403.04
5115398 MEADOW VISTA CA 95722 SFD 8.250 7.750 $ 2,283.86 360 1-Jan-30 $ 302,549.84
5115467 YORBA LINDA CA 92887 SFD 7.750 7.483 $ 2,292.52 360 1-Mar-30 $ 319,546.84
5115633 SOUTH ELGIN IL 60177 SFD 8.125 7.750 $ 2,205.22 360 1-Jan-30 $ 296,214.94
5115686 TUSTIN CA 92782 LCO 8.250 7.750 $ 2,034.06 360 1-Apr-30 $ 270,577.35
5115888 LONG VALLEY NJ 07853 SFD 7.250 6.983 $ 2,524.06 360 1-Jan-30 $ 368,834.92
5115993 CHICAGO IL 60614 LCO 7.375 7.108 $ 1,757.77 360 1-Jan-30 $ 253,718.20
5116172 EASTON CT 06612 SFD 7.750 7.483 $ 2,525.36 360 1-Jan-30 $ 351,495.13
5116300 CLAYTON CA 94517 SFD 8.375 7.750 $ 2,531.05 360 1-May-30 $ 333,000.00
5116874 SAMMAMISH WA 98053 SFD 7.875 7.608 $ 2,087.88 360 1-Feb-30 $ 286,951.03
5117052 BRENTWOOD CA 94513 SFD 7.750 7.483 $ 2,041.78 360 1-Mar-30 $ 284,585.21
5117124 TAMPA FL 33647 SFD 7.625 7.358 $ 2,771.02 360 1-Jan-30 $ 390,254.43
5117272 WILDWOOD MO 63011 SFD 7.625 7.358 $ 1,981.83 360 1-Jan-30 $ 279,181.59
5117409 ELGIN SC 29045 SFD 8.750 7.750 $ 2,058.64 360 1-Apr-30 $ 261,529.44
5117415 HOOVER AL 35242 SFD 8.000 7.733 $ 2,179.29 360 1-Jan-30 $ 296,194.83
5117886 SAN MARCOS CA 92069 SFD 7.000 6.733 $ 4,257.94 360 1-Jan-30 $ 637,883.13
5118043 ALPHARETTA GA 30004 SFD 7.750 7.483 $ 2,149.24 360 1-Jan-30 $ 299,144.75
5118183 CHESTERFIELD MO 63017 SFD 7.875 7.608 $ 2,088.20 360 1-Mar-30 $ 287,602.30
5118259 VIENNA VA 22180 PUD 8.000 7.733 $ 2,013.01 360 1-Jan-30 $ 273,595.27
5118325 LARCHMONT NY 10538 SFD 7.625 7.358 $ 2,757.57 360 1-Feb-30 $ 388,748.65
5118501 NEWARK DE 19711 SFD 7.625 7.358 $ 2,356.96 360 1-Jan-30 $ 332,026.68
5118576 DANVILLE CA 94526 SFD 7.500 7.233 $ 2,167.57 360 1-Feb-30 $ 309,305.47
5118841 DULUTH GA 30097 SFD 7.500 7.233 $ 1,779.51 360 1-Feb-30 $ 253,929.80
5118903 CARMEL IN 46032 SFD 8.875 7.750 $ 2,168.77 360 1-Apr-30 $ 272,427.19
5119031 SKILLMAN NJ 08558 SFD 8.250 7.750 $ 4,507.60 360 1-Jan-30 $ 598,453.74
5119036 HUNTINGTON BEACH CA 92648 SFD 7.625 7.358 $ 3,284.17 360 1-Feb-30 $ 462,582.25
5119228 COTO DE CAZA CA 92679 SFD 7.875 7.608 $ 3,262.82 360 1-Feb-30 $ 449,064.81
5119254 BAINBRIDGE ISLAND WA 98110 SFD 7.250 6.983 $ 2,619.56 360 1-Jan-30 $ 382,410.42
5119406 NEW FAIRFIELD CT 06812 SFD 7.750 7.483 $ 2,642.92 360 1-Jan-30 $ 367,757.06
5119484 LAFAYETTE CA 94549 SFD 7.750 7.483 $ 3,940.27 360 1-Feb-30 $ 548,827.90
5119760 OVERLAND PARK KS 66223 SFD 8.125 7.750 $ 2,011.63 360 1-Jan-30 $ 270,210.85
5120203 RANDOLPH NJ 07869 SFD 7.625 7.358 $ 2,406.50 360 1-Feb-30 $ 339,257.05
5120250 AVON IN 46123 SFD 7.000 6.733 $ 1,862.85 360 1-Jan-30 $ 279,073.86
5120409 HIGHLANDS RANCH CO 80126 SFD 8.750 7.750 $ 2,616.57 360 1-Mar-30 $ 332,215.88
5120506 IJAMSVILLE MD 21754 SFD 8.250 7.750 $ 2,287.24 360 1-Feb-30 $ 303,863.55
5120670 GENEVA IL 60134 SFD 7.875 7.608 $ 2,175.21 360 1-Jan-30 $ 299,166.00
5121573 WELLESLEY MA 02481 SFD 7.625 7.358 $ 2,972.74 360 1-Jan-30 $ 418,772.40
5121583 SAGAMORE HILLS OH 44067 SFD 8.250 7.750 $ 2,163.65 360 1-Feb-30 $ 287,445.26
5121647 WEST WINDSOR NJ 08648 SFD 7.875 7.608 $ 2,095.46 360 1-Mar-30 $ 288,600.90
5121825 WASHINGTONVILLE NY 10992 SFD 7.500 7.233 $ 1,817.96 360 1-Jan-30 $ 259,220.89
5122075 HARVARD MA 01451 SFD 7.625 7.358 $ 2,927.72 240 1-Feb-20 $ 358,067.11
5122372 OWENSBORO KY 42303 SFD 8.250 7.750 $ 1,909.16 360 1-Dec-29 $ 253,303.53
5122666 ALAMO CA 94507 SFD 7.375 7.108 $ 4,109.52 360 1-Feb-30 $ 593,633.39
5122728 RALEIGH NC 27614 SFD 8.625 7.750 $ 2,231.48 360 1-May-30 $ 286,900.00
5122792 WASHINGTON NJ 07882 SFD 7.625 7.358 $ 1,847.35 360 1-Apr-30 $ 260,811.09
5122806 BASKING RIDGE NJ 07920 SFD 7.750 7.483 $ 2,507.45 360 1-Jan-30 $ 349,002.26
5122956 LONGMEADOW MA 01106 SFD 7.625 7.358 $ 2,230.97 360 1-Feb-30 $ 314,511.22
5123010 MEDWAY MA 02053 SFD 8.125 7.750 $ 2,820.75 360 1-Apr-30 $ 379,651.49
5123219 THE WOODLANDS TX 77382 SFD 7.125 6.858 $ 1,714.62 360 1-Jan-30 $ 253,678.62
5123231 GENEVA IL 60134 SFD 7.875 7.608 $ 2,871.28 360 1-Feb-30 $ 395,177.03
5123402 EDINA MN 55424 SFD 7.875 7.608 $ 4,712.96 360 1-Apr-30 $ 649,552.67
5123443 SUWANEE GA 30024 SFD 7.875 7.608 $ 1,836.24 360 1-Jan-30 $ 252,528.90
5123446 NORTH BARRINGTON IL 60010 SFD 7.625 7.358 $ 7,077.59 360 1-Feb-30 $ 997,764.95
5123477 DANVILLE CA 94506 SFD 6.750 6.483 $ 2,367.39 360 1-Feb-30 $ 364,051.90
5123584 HOUSTON TX 77024 SFD 7.750 7.483 $ 4,367.25 360 1-Jan-30 $ 607,862.25
5124135 RALEIGH NC 27614 SFD 8.125 7.750 $ 2,034.86 360 1-Mar-30 $ 273,696.24
5124305 CHANTILLY VA 20151 SFD 7.500 7.233 $ 2,447.26 360 1-Feb-30 $ 349,115.53
5124449 PLYMOUTH MI 48170 SFD 6.875 6.608 $ 1,905.10 360 1-Mar-30 $ 289,511.32
5124502 BROOKFIELD CT 06804 SFD 8.000 7.733 $ 2,463.25 360 1-Feb-30 $ 335,019.74
5124606 HAMPTON NJ 08827 SFD 7.875 7.608 $ 2,392.73 360 1-Mar-30 $ 329,544.30
5124762 WEST CHESTER PA 19380 SFD 7.250 6.983 $ 1,875.99 360 1-Jan-30 $ 274,134.07
5124895 CARMEL IN 46032 SFD 8.000 7.733 $ 1,889.80 360 1-Jan-30 $ 256,849.80
5124948 MILLERSVILLE MD 21108 SFD 8.000 7.733 $ 2,164.61 360 1-Jan-30 $ 294,200.28
5125219 LONG VALLEY NJ 07853 SFD 7.500 7.233 $ 2,796.86 360 1-Jan-30 $ 398,801.38
5125322 SCOTTSDALE AZ 85255 SFD 7.750 7.483 $ 3,259.68 360 1-Feb-30 $ 454,030.35
5125514 NORTHVILLE MI 48167 SFD 7.500 7.233 $ 4,090.41 360 1-Feb-30 $ 583,689.37
5125940 STERLING VA 20165 SFD 8.500 7.750 $ 2,145.27 360 1-Jan-30 $ 278,285.82
5126171 MONROE CT 06468 SFD 7.250 6.983 $ 1,732.73 360 1-Jan-30 $ 253,200.20
5126334 LITHONIA GA 30038 SFD 7.500 7.233 $ 4,058.95 360 1-Apr-30 $ 580,069.18
5126628 ROCKAWAY NJ 07866 SFD 7.750 7.483 $ 2,722.94 360 1-Mar-30 $ 379,541.75
5126769 PRINCETON NJ 08540 SFD 6.875 6.608 $ 2,791.95 360 1-Feb-30 $ 423,922.69
5127015 EDINA MN 55435 SFD 7.375 7.108 $ 1,754.32 360 1-Feb-30 $ 253,416.59
5127125 CANTON CT 06019 SFD 7.750 7.483 $ 2,149.24 360 1-Mar-30 $ 299,575.15
5127651 MORRISVILLE NC 27560 SFD 7.500 7.233 $ 1,779.51 360 1-Jan-30 $ 253,737.35
5127677 ALPHARETTA GA 30005 SFD 6.500 6.233 $ 3,754.82 360 1-Mar-30 $ 592,976.03
5128178 MORRISTOWN NJ 07960 SFD 8.125 7.750 $ 2,294.32 360 1-Feb-30 $ 308,354.07
5128207 LAUREL MD 20723 SFD 8.250 7.750 $ 2,248.17 360 1-Jan-30 $ 298,039.00
5128666 WAPPINGERS FALLS NY 12533 SFD 8.000 7.733 $ 2,476.46 360 1-Feb-30 $ 336,816.08
5128708 THOUSAND OAKS CA 91360 SFD 7.375 7.108 $ 3,393.64 360 1-Jan-30 $ 489,840.63
5129011 LIVINGSTON NJ 07039 LCO 7.625 7.358 $ 2,243.71 360 1-Apr-30 $ 316,770.56
5129055 BLOOMINGTON IL 61704 SFD 7.750 7.483 $ 2,149.24 360 1-Mar-30 $ 299,360.67
5129214 HONOLULU HI 96825 SFD 7.375 7.108 $ 2,636.66 360 1-Feb-30 $ 380,873.17
5129296 ASHBURN VA 20147 SFD 7.250 6.983 $ 1,736.14 360 1-Feb-30 $ 253,900.78
5129386 BREWSTER NY 10509 SFD 7.875 7.608 $ 2,430.44 360 1-Jan-30 $ 334,268.12
5129402 ALPHARETTA GA 30022 SFD 8.500 7.750 $ 2,460.53 360 1-Mar-30 $ 319,610.90
5129678 WESTFORD MA 01886 SFD 7.625 7.358 $ 2,414.64 360 1-Jan-30 $ 340,152.89
5129955 GERMANTOWN TN 38139 SFD 8.000 7.733 $ 2,337.12 360 1-Feb-30 $ 317,864.56
5130062 DANVILLE CA 94506 SFD 8.000 7.733 $ 2,927.73 360 1-Feb-30 $ 398,191.45
5130244 SUMMIT NJ 07901 SFD 8.000 7.733 $ 2,744.28 360 1-Mar-30 $ 373,496.43
5130391 DOWNERS GROVE IL 60516 SFD 7.500 7.233 $ 1,779.51 360 1-Feb-30 $ 253,929.80
5130744 LAFAYETTE CA 94549 SFD 7.625 7.358 $ 3,432.80 360 1-Mar-30 $ 484,295.71
5130939 LUTZ FL 33549 SFD 8.000 7.733 $ 2,783.84 360 1-May-30 $ 379,391.00
5131132 LEXINGTON KY 40513 SFD 7.250 6.983 $ 1,736.14 360 1-Jan-30 $ 233,577.79
5131407 ACTON MA 01720 SFD 7.250 6.983 $ 1,736.14 360 1-Jan-30 $ 253,698.62
5131447 YORBA LINDA CA 92887 SFD 6.875 6.608 $ 1,671.89 360 1-Jan-30 $ 243,522.44
5131448 DURHAM NC 27712 SFD 7.875 7.608 $ 1,845.31 360 1-Jan-30 $ 253,792.47
5131660 SHOREWOOD MN 55331 SFD 7.875 7.608 $ 2,765.24 360 1-Feb-30 $ 380,546.85
5131830 SCOTTSDALE AZ 85260 SFD 8.000 7.733 $ 1,907.79 360 1-Mar-30 $ 259,649.92
5131913 HARRISBURG NC 28075 SFD 7.500 7.233 $ 1,779.51 360 1-Jan-30 $ 253,737.35
5131938 SEATTLE WA 98199 SFD 7.875 7.608 $ 2,131.71 360 1-Feb-30 $ 293,311.87
5132036 SIMPSONVILLE KY 40067 SFD 8.125 7.750 $ 2,197.80 360 1-Mar-30 $ 295,410.07
5132315 ALPHARETTA GA 30004 SFD 7.625 7.358 $ 2,084.46 360 1-Jan-30 $ 293,639.20
5132374 KENNESAW GA 30152 SFD 8.000 7.733 $ 2,180.22 360 1-Mar-30 $ 296,727.93
5132734 ACTON MA 01720 LCO 8.375 7.750 $ 1,976.19 360 1-Feb-30 $ 259,511.79
5132772 ALPHARETTA GA 30022 SFD 8.375 7.750 $ 2,815.92 360 1-Feb-30 $ 369,784.33
5132958 MIRAMAR FL 33025 SFD 7.750 7.483 $ 1,977.30 360 1-Mar-30 $ 275,609.14
5133070 RIDGEFIELD CT 06877 SFD 7.625 7.358 $ 3,185.08 360 1-Feb-30 $ 449,016.67
5133391 APEX NC 27502 SFD 7.875 7.608 $ 2,138.96 360 1-Jan-30 $ 294,179.88
5133551 NORTH SALEM NY 10560 SFD 7.625 7.358 $ 3,429.27 360 1-Feb-30 $ 483,441.27
5134305 PORTLAND OR 97229 SFD 7.375 7.108 $ 2,429.45 360 1-Jan-30 $ 350,669.48
5134354 AUSTIN TX 78733 SFD 7.750 7.483 $ 2,486.67 360 1-Mar-30 $ 346,608.46
5134864 KINNELON NJ 07405 SFD 7.625 7.358 $ 3,503.58 360 1-Mar-30 $ 494,281.19
5135004 CHESTER TOWNSHIP NJ 07930 SFD 7.875 7.608 $ 4,681.05 360 1-Mar-30 $ 644,708.48
5135102 SAVAGE MN 55378 SFD 7.875 7.608 $ 1,972.19 360 1-Jan-30 $ 271,243.84
5135169 WESTFORD MA 01886 SFD 7.875 7.608 $ 2,790.49 360 1-May-30 $ 384,858.00
5135352 SMYRNA GA 30080 SFD 7.375 7.108 $ 2,624.57 360 1-Feb-30 $ 379,127.20
5136011 ARVADA CO 80005 SFD 8.250 7.750 $ 2,105.07 360 1-Feb-30 $ 279,662.26
5136234 INDEPENDENCE TOWNSHI MI 48348 SFD 8.625 7.750 $ 2,214.76 360 1-Mar-30 $ 284,412.55
5136308 CARLSBAD CA 92009 SFD 7.750 7.483 $ 2,790.43 360 1-Jan-30 $ 388,389.67
5136444 AUSTIN TX 78737 SFD 7.625 7.358 $ 4,442.11 360 1-Jan-30 $ 625,765.67
5136991 PORTLAND OR 97229 SFD 8.250 7.750 $ 2,141.11 360 1-Feb-30 $ 284,451.05
5137111 SAN ANTONIO TX 78258 SFD 7.750 7.483 $ 2,621.35 360 1-Jan-30 $ 364,856.97
5137321 KATY TX 77450 SFD 7.750 7.483 $ 2,120.59 360 1-Feb-30 $ 295,369.18
5137327 SUGAR LAND TX 77479 PUD 7.750 7.483 $ 2,351.43 360 1-Mar-30 $ 327,757.18
5137337 SIMI VALLEY CA 93065 SFD 7.125 6.858 $ 2,290.58 360 1-Mar-30 $ 339,444.61
5137450 HIGHLAND PARK IL 60035 SFD 8.375 7.750 $ 2,018.00 360 1-Feb-30 $ 260,686.53
5137723 DALLAS TX 75219 SFD 8.000 7.733 $ 3,309.96 360 1-Mar-30 $ 450,484.62
5137760 ANTIOCH CA 94509 SFD 7.875 7.608 $ 2,720.91 360 1-Mar-30 $ 374,742.79
5137974 SOUTHBURY CT 06488 SFD 7.750 7.483 $ 2,120.59 360 1-Mar-30 $ 295,580.81
5138004 SOUTHLAKE TX 76092 SFD 7.750 7.483 $ 2,579.09 360 1-Jan-30 $ 358,973.76
5138253 OAKLAND NJ 07436 SFD 8.250 7.750 $ 2,817.25 360 1-Apr-30 $ 374,760.88
5138297 HEATHROW FL 32746 SFD 7.500 7.233 $ 1,908.24 360 1-Feb-30 $ 272,299.55
5138363 NORTH BARRINGTON IL 60010 SFD 7.500 7.233 $ 4,719.70 360 1-Mar-30 $ 673,994.97
5138415 MIAMI FL 33133 SFD 7.250 6.983 $ 2,046.53 360 1-Feb-30 $ 299,194.55
5138418 VIENNA VA 22182 SFD 8.000 7.733 $ 2,538.83 360 1-Apr-30 $ 345,767.84
5138537 SKILLMAN NJ 08558 SFD 7.500 7.233 $ 1,922.84 360 1-Mar-30 $ 274,590.54
5138613 RANCHO MIRAGE CA 92210 SFD 8.125 7.750 $ 3,842.43 360 1-Feb-30 $ 516,477.54
5138739 GREAT FALLS VA 22066 SFD 8.250 7.750 $ 3,005.07 360 1-Mar-30 $ 399,488.11
5138914 SOUTHLAKE TX 76092 SFD 7.625 7.358 $ 2,264.94 360 1-Feb-30 $ 319,300.75
5139512 JACKSONVILLE FL 32217 SFD 7.625 7.358 $ 1,868.58 360 1-Feb-30 $ 263,423.11
5140161 NEW LONDON CT 06320 SFD 7.750 7.483 $ 3,761.17 360 1-Feb-30 $ 523,881.16
5140168 LOS GATOS CA 95030 SFD 7.750 7.483 $ 3,044.76 360 1-Apr-30 $ 424,700.03
5140551 SEATTLE WA 98121 HCO 7.750 7.483 $ 2,665.06 360 1-Feb-30 $ 371,207.22
5141022 BRENTWOOD CA 94513 SFD 7.875 7.608 $ 2,239.16 360 1-Apr-30 $ 308,607.47
5141070 BARRINGTON HILLS IL 60010 SFD 7.750 7.483 $ 4,155.20 360 1-Mar-30 $ 578,675.39
5141453 HOUSTON TX 77077 SFD 8.125 7.750 $ 2,672.99 360 1-Mar-30 $ 359,527.43
5142131 ALPHARETTA GA 30004 SFD 8.250 7.750 $ 2,242.51 360 1-Feb-30 $ 297,922.04
5142578 RICHARDSON TX 75081 SFD 7.625 7.358 $ 2,180.01 360 1-Mar-30 $ 307,552.73
5142715 SANTA ROSA CA 95403 SFD 7.250 6.983 $ 2,592.27 360 1-Feb-30 $ 379,105.30
5143198 SIMSBURY CT 06070 SFD 7.875 7.608 $ 3,262.82 360 1-Apr-30 $ 449,690.31
5143230 TULSA OK 74133 SFD 7.750 7.483 $ 2,253.12 360 1-Mar-30 $ 314,054.62
5143592 ROCHESTER NY 14610 SFD 7.875 7.608 $ 2,494.24 360 1-Apr-30 $ 343,763.26
5143600 BOYNTON BEACH FL 33436 SFD 8.500 7.750 $ 2,207.96 360 1-Mar-30 $ 286,803.85
5143746 WAPPINGERS FALLS NY 12590 SFD 8.250 7.750 $ 2,073.50 360 1-Mar-30 $ 275,646.79
5143871 WICHITA KS 67206 SFD 7.500 7.233 $ 3,505.13 360 1-Feb-30 $ 500,170.88
5144164 HUDSON OH 44236 SFD 8.625 7.750 $ 2,075.89 360 1-Mar-30 $ 266,578.71
5144286 SIMSBURY CT 06070 SFD 8.375 7.750 $ 1,949.59 360 1-Mar-30 $ 256,180.02
5144822 CRYSTAL LAKE IL 60012 SFD 8.250 7.750 $ 1,953.30 360 1-Apr-30 $ 259,834.20
5145026 FORT WAYNE IN 46845 SFD 8.375 7.750 $ 2,185.59 360 1-Mar-30 $ 287,191.29
5145071 WARREN NJ 07059 SFD 7.375 7.108 $ 2,624.57 360 1-Mar-30 $ 379,419.92
5145110 CORNELIUS NC 28031 SFD 8.000 7.733 $ 1,989.97 360 1-Apr-30 $ 271,018.03
5145208 RESTON VA 20194 SFD 8.000 7.733 $ 2,535.90 360 1-Mar-30 $ 345,134.65
5145211 AUDUBON PA 19403 SFD 7.875 7.608 $ 2,824.15 360 1-Feb-30 $ 388,690.53
5145445 PHOENIX MD 21131 SFD 6.875 6.608 $ 2,542.32 360 1-May-30 $ 387,000.00
5145496 SAN RAMON CA 94583 SFD 8.000 7.733 $ 2,311.36 360 1-Mar-30 $ 314,463.72
5145803 GERMANTOWN MD 20874 SFD 7.750 7.483 $ 1,948.63 360 1-Apr-30 $ 271,806.02
5145908 NEW MILFORD CT 06776 SFD 8.375 7.750 $ 2,256.74 360 1-Mar-30 $ 296,539.60
5145926 PIERMONT NY 10968 HCO 8.250 7.750 $ 1,959.76 360 1-May-30 $ 260,860.00
5146153 STONY POINT NY 10980 SFD 8.000 7.733 $ 2,201.30 360 1-Apr-30 $ 299,798.70
5146202 DOYLESTOWN PA 18901 SFD 8.125 7.750 $ 2,346.30 360 1-Mar-30 $ 315,585.16
5146820 SAN RAMON CA 94583 SFD 8.250 7.750 $ 2,704.56 360 1-Apr-30 $ 359,770.44
5146854 SOUTHLAKE TX 76092 SFD 7.500 7.233 $ 4,474.98 360 1-Mar-30 $ 639,047.07
5147079 LADERA RANCH AREA CA 92694 SFD 8.250 7.750 $ 1,931.26 360 1-Mar-30 $ 256,738.03
5147316 SUWANEE GA 30024 SFD 8.125 7.750 $ 2,049.30 360 1-Mar-30 $ 275,637.68
5147360 DANVILLE CA 94506 SFD 8.125 7.750 $ 3,712.49 360 1-May-30 $ 500,000.00
5147463 PALATINE IL 60067 SFD 8.250 7.750 $ 2,139.24 360 1-Apr-30 $ 284,068.42
5147518 HARVARD MA 01451 SFD 7.375 7.108 $ 2,265.42 360 1-Mar-30 $ 327,499.29
5147706 PHOENIX AZ 85054 SFD 8.375 7.750 $ 2,052.20 360 1-Mar-30 $ 269,303.97
5147934 TROY MI 48098 SFD 7.875 7.608 $ 2,356.48 360 1-Mar-30 $ 324,551.19
5147938 FORT LEE NJ 07024 SFD 7.875 7.608 $ 2,436.24 360 1-Apr-30 $ 335,768.76
5148407 MORGAN HILL CA 95037 SFD 8.625 7.750 $ 2,551.16 360 1-Mar-30 $ 327,611.29
5148839 REDWOOD CITY CA 94061 LCO 8.375 7.750 $ 2,000.52 360 1-Feb-30 $ 262,705.76
5148878 SOUTHLAKE TX 76092 SFD 8.000 7.733 $ 1,992.32 360 1-Mar-30 $ 271,154.41
5149061 FOOTHILL RANCH CA 92610 SFD 8.375 7.750 $ 2,736.27 360 1-Mar-30 $ 359,550.90
5149269 CASTLE ROCK CO 80104 SFD 7.375 7.108 $ 3,453.38 360 1-Mar-30 $ 499,236.74
5149581 MIAMI BEACH FL 33140 SFD 8.000 7.733 $ 3,434.02 360 1-Apr-30 $ 467,685.98
5149889 CHARLOTTE NC 28216 SFD 7.625 7.358 $ 2,151.70 360 1-Mar-30 $ 303,558.54
5150035 PORTLAND OR 97229 SFD 8.125 7.750 $ 2,214.87 360 1-Mar-30 $ 297,908.42
5150455 GLENALLEN VA 23059 SFD 8.500 7.750 $ 2,691.16 360 1-Apr-30 $ 349,781.96
5150515 MENDHAM NJ 07926 SFD 8.250 7.750 $ 7,512.67 360 1-Mar-30 $ 998,720.28
5150681 JACKSONVILLE FL 32250 SFD 8.000 7.733 $ 2,729.61 360 1-Apr-30 $ 371,750.39
5151127 GILLETTE NJ 07933 SFD 8.500 7.750 $ 2,552.80 360 1-Apr-30 $ 331,798.87
5151514 KENNESAW GA 30152 SFD 8.000 7.733 $ 2,091.23 360 1-Mar-30 $ 284,616.27
5151661 WOODBURY MN 55125 SFD 8.000 7.733 $ 2,311.36 360 1-Apr-30 $ 314,788.64
5151803 CHATHAM NJ 07928 SFD 8.000 7.733 $ 2,929.19 360 1-May-30 $ 399,200.00
5152020 ROSWELL GA 30075 SFD 7.375 7.108 $ 1,951.16 360 1-May-30 $ 282,500.00
5152100 AUSTIN TX 78735 SFD 8.125 7.750 $ 5,310.34 360 1-Apr-30 $ 713,687.49
5152393 MINNEAPOLIS MN 55408 SFD 8.000 7.733 $ 2,201.30 360 1-Mar-30 $ 299,596.06
5153271 SAN JOSE CA 95125 SFD 7.875 7.608 $ 2,465.24 360 1-Apr-30 $ 339,766.01
5153480 PLANO TX 75025 SFD 8.250 7.750 $ 2,061.48 360 1-Feb-30 $ 273,871.45
5153638 CAVE CREEK AZ 85331 SFD 8.250 7.750 $ 1,946.27 360 1-Apr-30 $ 258,899.80
5153789 SOUTHINGTON CT 06489 SFD 8.000 7.733 $ 2,054.55 360 1-May-30 $ 280,000.00
5154862 EDMOND OK 73003 SFD 8.125 7.750 $ 2,067.12 360 1-Mar-30 $ 278,034.53
5154968 SAN FRANCISCO CA 94114 SFD 8.500 7.750 $ 5,228.62 360 1-May-30 $ 680,000.00
5155044 HOUSTON TX 77056 SFD 8.500 7.750 $ 2,091.45 360 1-Mar-30 $ 271,669.27
5155864 SANDY HOOK CT 06482 SFD 7.750 7.483 $ 2,414.31 360 1-Apr-30 $ 336,762.15
5156032 CASTRO VALLEY CA 94546 SFD 8.375 7.750 $ 2,292.38 360 1-Mar-30 $ 301,223.77
5156068 CARMEL NY 10512 SFD 8.500 7.750 $ 3,075.66 360 1-May-30 $ 400,000.00
5156710 SUGAR LAND TX 77479 SFD 8.125 7.750 $ 2,343.88 360 1-Mar-30 $ 315,260.60
5157265 THE WOODLANDS TX 77381 SFD 8.375 7.750 $ 2,660.26 360 1-Apr-30 $ 349,782.45
5157396 APEX NC 27502 SFD 8.250 7.750 $ 2,253.80 360 1-Mar-30 $ 299,465.05
5158520 HOPEDALE MA 01747 SFD 7.625 7.358 $ 1,889.81 360 1-Feb-30 $ 266,415.99
5158536 REDMOND WA 98053 SFD 8.500 7.750 $ 2,459.76 360 1-Apr-30 $ 319,706.20
5158782 BARRINGTON RI 02806 SFD 8.125 7.750 $ 2,182.95 360 1-Apr-30 $ 293,807.67
5158900 GLASTONBURY CT 06033 SFD 8.125 7.750 $ 2,413.12 360 1-May-30 $ 325,000.00
5159280 GILROY CA 95020 SFD 8.125 7.750 $ 2,435.40 360 1-May-30 $ 328,000.00
5160815 CASTRO VALLEY CA 94552 SFD 8.125 7.750 $ 2,561.62 360 1-Apr-30 $ 344,774.32
5161721 DANVILLE CA 94506 SFD 8.125 7.750 $ 2,858.62 360 1-Apr-30 $ 384,748.15
5162056 RIDGEFIELD CT 06877 SFD 8.125 7.750 $ 5,939.98 360 1-Apr-30 $ 799,476.69
5162135 SPRING TX 77379 SFD 8.250 7.750 $ 2,332.69 360 1-May-30 $ 310,500.00
5162728 WEST LINN OR 97068 SFD 7.750 7.483 $ 2,077.60 360 1-Mar-30 $ 289,589.31
5164659 FELTON CA 95018 SFD 8.000 7.733 $ 2,876.36 360 1-May-30 $ 392,000.00
5165441 RALEIGH NC 27613 SFD 8.375 7.750 $ 2,052.20 360 1-Apr-30 $ 269,832.18
5165643 OKLAHOMA CITY OK 73151 SFD 8.000 7.733 $ 2,039.87 360 1-Apr-30 $ 277,813.46
5166100 RANDOLPH NJ 07869 SFD 7.750 7.483 $ 2,964.88 360 1-Apr-30 $ 413,557.90
5166252 HOLLISTON MA 01746 SFD 8.250 7.750 $ 1,917.24 360 1-May-30 $ 255,200.00
5166522 OLYMPIA WA 98516 SFD 8.375 7.750 $ 2,401.83 360 1-Apr-30 $ 315,803.59
5168499 FORT COLLINS CO 80528 SFD 8.625 7.750 $ 2,103.51 360 1-Apr-30 $ 270,286.32
5706684 PARKVILLE MO 64152 SFD 7.875 7.608 $ 1,971.61 360 1-Apr-30 $ 271,732.87
5706705 BOWLING GREEN KY 42103 SFD 7.875 7.608 $ 2,198.42 360 1-Jan-30 $ 302,357.06
5706799 LAKE GENEVA WI 53147 SFD 8.250 7.750 $ 2,223.75 360 1-Jan-30 $ 295,237.18
5707060 NEW LONDON NC 28127 SFD 8.000 7.733 $ 3,375.32 360 1-Jan-30 $ 458,752.99
5707333 SAN ANTONIO TX 78259 SFD 8.500 7.750 $ 1,999.18 360 1-May-30 $ 260,000.00
5707566 SAN DIEGO CA 92127 SFD 8.375 7.750 $ 2,949.09 360 1-Apr-30 $ 387,758.83
5707895 HUDSON MA 01749 SFD 8.250 7.750 $ 2,554.31 360 1-Apr-30 $ 339,783.19
5709057 WYCKOFF NJ 07481 SFD 8.000 7.733 $ 2,568.18 360 1-May-30 $ 350,000.00
5709094 LAGUANA NIGUEL CA 92677 SFD 7.500 7.233 $ 2,272.45 360 1-Jan-30 $ 324,026.12
5710113 WEST BLOOMFIELD MI 48324 SFD 8.500 7.750 $ 2,239.08 360 1-May-30 $ 291,200.00
5710443 PHOENIX AZ 85045 SFD 8.625 7.750 $ 2,068.93 360 1-Apr-30 $ 265,842.95
5711003 LOS ANGELES CA 90004 SFD 7.625 7.358 $ 2,604.69 360 1-May-30 $ 368,000.00
5711186 MILL VALLEY CA 94941 SFD 7.625 7.358 $ 6,724.05 360 1-Apr-30 $ 949,312.41
5713548 BRIDGEWATER NJ 08807 SFD 8.625 7.750 $ 2,870.05 360 1-Apr-30 $ 368,597.66
5714571 GLENDALE AZ 85308 SFD 8.625 7.750 $ 2,283.21 360 1-May-30 $ 293,550.00
5715813 LENEXA KS 66220 SFD 8.500 7.750 $ 2,159.11 360 1-May-30 $ 280,800.00
5716206 ALPHARETTA GA 30004 SFD 7.750 7.483 $ 2,096.23 360 1-May-30 $ 292,600.00
5716332 ALPHARETTA GA 30004 SFD 8.000 7.733 $ 2,054.55 360 1-May-30 $ 280,000.00
5716416 EDEN PRAIRIE MN 55347 SFD 8.750 7.750 $ 2,309.36 360 1-May-30 $ 293,550.00
5716742 HOUSTON TX 77005 SFD 8.000 7.733 $ 4,402.59 360 1-Apr-30 $ 599,597.41
5717765 BROOKFIELD CT 06804 SFD 7.875 7.608 $ 2,030.20 360 1-May-30 $ 280,000.00
5717942 HAMPTON COVE AL 35763 SFD 8.250 7.750 $ 2,176.80 360 1-May-30 $ 289,750.00
5718948 NEWBURY PARK CA 91320 SFD 8.125 7.750 $ 2,366.71 360 1-May-30 $ 318,750.00
5719388 OWENS CROSS ROADS AL 35763 SFD 7.000 6.733 $ 2,514.85 360 1-May-30 $ 378,000.00
5719463 BOLTON MA 01740 SFD 7.875 7.608 $ 2,537.75 360 1-May-30 $ 350,000.00
5720151 CASTLE ROCK CO 80104 SFD 8.000 7.733 $ 1,921.73 360 1-May-30 $ 261,900.00
5720962 PROSPECT KY 40059 SFD 8.500 7.750 $ 2,154.89 360 1-May-30 $ 280,250.00
5723998 SOUTHLAKE TX 76092 SFD 8.500 7.750 $ 2,254.46 360 1-May-30 $ 293,200.00
5724100 MONUMENT CO 80132 SFD 7.750 7.483 $ 2,220.88 360 1-May-30 $ 310,000.00
5724451 MIDLOTHIAN VA 23113 SFD 8.500 7.750 $ 2,050.36 360 1-May-30 $ 266,656.00
5728861 DRAPER UT 84020 SFD 8.000 7.733 $ 1,984.16 360 1-May-30 $ 270,407.00
$126,505,268.60
<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>
4855217 79.75 0.250 0.017 0.000
4940646 74.93 0.250 0.017 0.000
4947066 70.00 0.250 0.017 0.000
4978215 80.00 0.250 0.017 0.000
4978867 62.05 GD 3YR 0.250 0.017 0.000
4992328 94.88 0.250 0.017 0.000
4999545 63.16 0.250 0.017 0.000
4999580 95.00 0.250 0.017 0.000
5007808 80.00 0.250 0.017 0.000
5008192 82.39 GD 6YR 0.250 0.017 0.000
5009779 80.00 0.250 0.017 0.000
5015321 66.96 0.250 0.017 0.358
5017496 90.00 0.250 0.017 0.000
5018001 79.94 GD 3YR 0.250 0.017 0.000
5018277 90.00 06 0.250 0.017 0.000
5018999 73.95 0.250 0.017 0.000
5023662 90.00 01 0.250 0.017 0.000
5024778 84.87 06 0.250 0.017 0.000
5030062 82.57 GD 3YR 0.250 0.017 0.000
5037246 90.00 0.250 0.017 0.000
5042890 80.00 GD 3YR 0.250 0.017 0.000
5050585 88.52 0.250 0.017 0.483
5051495 79.82 0.250 0.017 0.000
5052443 93.48 GD 5YR 0.250 0.017 0.358
5054704 85.00 06 0.250 0.017 0.000
5059087 77.11 0.250 0.017 0.000
5062642 64.12 0.250 0.017 0.000
5066879 58.86 0.250 0.017 0.000
5066942 72.99 0.250 0.017 0.000
5067563 56.99 0.250 0.017 0.233
5068335 80.00 GD 4YR 0.250 0.017 0.000
5069019 80.00 0.250 0.017 0.000
5069922 48.39 0.250 0.017 0.358
5072428 90.00 0.250 0.017 0.358
5073504 71.19 0.250 0.017 0.000
5074006 65.22 0.250 0.017 0.000
5074339 56.72 GD 5YR 0.250 0.017 0.000
5076014 89.98 33 0.250 0.017 0.233
5084484 90.00 0.250 0.017 0.000
5086777 80.00 0.250 0.017 0.108
5087737 80.00 0.250 0.017 0.233
5088358 94.36 0.250 0.017 0.233
5088491 80.00 0.250 0.017 0.000
5089060 79.51 0.250 0.017 0.000
5089796 90.00 0.250 0.017 0.608
5090274 67.71 GD15YR 0.250 0.017 0.000
5090865 64.58 0.250 0.017 0.000
5091071 49.53 GD 3YR 0.250 0.017 0.000
5092222 71.75 GD 8YR 0.250 0.017 0.000
5097586 85.00 0.250 0.017 0.000
5098916 78.31 0.250 0.017 0.000
5101115 79.92 0.250 0.017 0.000
5101620 70.65 0.250 0.017 0.233
5101830 95.00 GD 5YR 0.250 0.017 0.358
5102091 70.12 0.250 0.017 0.000
5102096 84.74 0.250 0.017 0.233
5102141 74.85 0.250 0.017 0.000
5103735 75.88 GD 4YR 0.250 0.017 0.000
5104458 80.00 0.250 0.017 0.000
5105512 80.00 0.250 0.017 0.000
5105873 90.00 0.250 0.017 0.000
5106050 70.00 0.250 0.017 0.000
5106400 71.67 0.250 0.017 0.000
5106680 80.00 GD 3YR 0.250 0.017 0.000
5107614 86.30 11 0.250 0.017 0.000
5107698 95.00 GD 6YR 0.250 0.017 0.358
5107964 61.24 0.250 0.017 0.000
5107994 70.12 GD 4YR 0.250 0.017 0.000
5108264 78.88 GD 5YR 0.250 0.017 0.000
5108299 90.00 0.250 0.017 0.000
5108517 95.00 33 0.250 0.017 0.108
5108623 94.96 0.250 0.017 0.233
5109133 80.00 0.250 0.017 0.000
5109311 78.87 GD 3YR 0.250 0.017 0.000
5109534 80.00 0.250 0.017 0.000
5109729 79.98 0.250 0.017 0.000
5110062 80.00 0.250 0.017 0.000
5110165 90.00 0.250 0.017 0.108
5112022 68.81 0.250 0.017 0.000
5112279 80.00 0.250 0.017 0.000
5112409 71.57 0.250 0.017 0.000
5112484 68.25 0.250 0.017 0.733
5112759 92.91 0.250 0.017 0.108
5112773 80.00 0.250 0.017 0.000
5112833 80.00 0.250 0.017 0.000
5113698 80.00 0.250 0.017 0.000
5113913 54.55 0.250 0.017 0.000
5113953 95.00 06 0.250 0.017 0.358
5114309 90.00 GD 3YR 0.250 0.017 0.358
5114569 79.73 0.250 0.017 0.000
5114605 80.00 GD 3YR 0.250 0.017 0.000
5114912 68.59 0.250 0.017 0.000
5114963 90.00 0.250 0.017 0.000
5114965 63.16 0.250 0.017 0.000
5115160 95.00 0.250 0.017 0.108
5115398 80.00 GD 3YR 0.250 0.017 0.233
5115467 57.66 0.250 0.017 0.000
5115633 90.00 0.250 0.017 0.108
5115686 94.98 0.250 0.017 0.233
5115888 71.15 GD 5YR 0.250 0.017 0.000
5115993 79.53 GD 3YR 0.250 0.017 0.000
5116172 78.77 0.250 0.017 0.000
5116300 90.00 GD 5YR 0.250 0.017 0.358
5116874 90.00 GD 5YR 0.250 0.017 0.000
5117052 75.74 0.250 0.017 0.000
5117124 90.00 06 0.250 0.017 0.000
5117272 73.68 0.250 0.017 0.000
5117409 80.00 0.250 0.017 0.733
5117415 90.00 0.250 0.017 0.000
5117886 80.00 0.250 0.017 0.000
5118043 62.97 0.250 0.017 0.000
5118183 80.00 0.250 0.017 0.000
5118259 90.00 0.250 0.017 0.000
5118325 80.00 GD 3YR 0.250 0.017 0.000
5118501 90.00 0.250 0.017 0.000
5118576 51.67 GD 3YR 0.250 0.017 0.000
5118841 78.55 GD 3YR 0.250 0.017 0.000
5118903 80.00 0.250 0.017 0.858
5119031 80.00 0.250 0.017 0.233
5119036 80.00 GD 4YR 0.250 0.017 0.000
5119228 51.72 0.250 0.017 0.000
5119254 80.00 0.250 0.017 0.000
5119406 90.00 GD 3YR 06 0.250 0.017 0.000
5119484 72.85 GD 4YR 0.250 0.017 0.000
5119760 80.00 0.250 0.017 0.108
5120203 66.67 0.250 0.017 0.000
5120250 92.72 0.250 0.017 0.000
5120409 89.88 0.250 0.017 0.733
5120506 79.99 0.250 0.017 0.233
5120670 73.08 GD 7YR 0.250 0.017 0.000
5121573 80.00 0.250 0.017 0.000
5121583 90.00 0.250 0.017 0.233
5121647 78.32 0.250 0.017 0.000
5121825 88.14 06 0.250 0.017 0.000
5122075 57.70 0.250 0.017 0.000
5122372 95.00 06 0.250 0.017 0.233
5122666 69.92 GD 4YR 0.250 0.017 0.000
5122728 95.00 0.250 0.017 0.608
5122792 90.00 06 0.250 0.017 0.000
5122806 72.61 0.250 0.017 0.000
5122956 80.00 0.250 0.017 0.000
5123010 86.36 0.250 0.017 0.108
5123219 74.19 0.250 0.017 0.000
5123231 80.00 0.250 0.017 0.000
5123402 50.00 0.250 0.017 0.000
5123443 94.99 06 0.250 0.017 0.000
5123446 67.24 0.250 0.017 0.000
5123477 64.60 GD 4YR 0.250 0.017 0.000
5123584 80.00 0.250 0.017 0.000
5124135 80.00 0.250 0.017 0.108
5124305 70.11 0.250 0.017 0.000
5124449 66.16 0.250 0.017 0.000
5124502 90.00 GD 5YR 0.250 0.017 0.000
5124606 78.57 GD 3YR 0.250 0.017 0.000
5124762 73.33 0.250 0.017 0.000
5124895 90.00 0.250 0.017 0.000
5124948 76.62 0.250 0.017 0.000
5125219 75.78 0.250 0.017 0.000
5125322 68.94 0.250 0.017 0.000
5125514 79.59 0.250 0.017 0.000
5125940 90.00 0.250 0.017 0.483
5126171 76.05 0.250 0.017 0.000
5126334 90.00 0.250 0.017 0.000
5126628 80.00 GD 3YR 0.250 0.017 0.000
5126769 39.53 0.250 0.017 0.000
5127015 67.73 0.250 0.017 0.000
5127125 66.67 0.250 0.017 0.000
5127651 79.53 0.250 0.017 0.000
5127677 66.44 0.250 0.017 0.000
5128178 71.86 GD 3YR 0.250 0.017 0.108
5128207 95.00 0.250 0.017 0.233
5128666 90.00 GD10YR 33 0.250 0.017 0.000
5128708 79.99 0.250 0.017 0.000
5129011 77.89 0.250 0.017 0.000
5129055 75.95 0.250 0.017 0.000
5129214 79.12 0.250 0.017 0.000
5129296 94.96 01 0.250 0.017 0.000
5129386 80.00 0.250 0.017 0.000
5129402 78.41 0.250 0.017 0.483
5129678 89.78 GD 5YR 0.250 0.017 0.000
5129955 90.00 0.250 0.017 0.000
5130062 72.68 GD 5YR 0.250 0.017 0.000
5130244 85.00 06 0.250 0.017 0.000
5130391 71.69 0.250 0.017 0.000
5130744 51.48 GD 4YR 0.250 0.017 0.000
5130939 80.00 0.250 0.017 0.000
5131132 72.71 0.250 0.017 0.000
5131407 43.50 0.250 0.017 0.000
5131447 62.84 0.250 0.017 0.000
5131448 79.28 0.250 0.017 0.000
5131660 90.00 0.250 0.017 0.000
5131830 91.23 06 0.250 0.017 0.000
5131913 70.18 0.250 0.017 0.000
5131938 80.00 0.250 0.017 0.000
5132036 80.00 0.250 0.017 0.108
5132315 76.59 0.250 0.017 0.000
5132374 80.00 0.250 0.017 0.000
5132734 72.42 0.250 0.017 0.358
5132772 80.00 0.250 0.017 0.358
5132958 90.00 06 0.250 0.017 0.000
5133070 39.19 0.250 0.017 0.000
5133391 62.78 0.250 0.017 0.000
5133551 85.00 06 0.250 0.017 0.000
5134305 79.99 0.250 0.017 0.000
5134354 69.99 0.250 0.017 0.000
5134864 72.85 0.250 0.017 0.000
5135004 80.00 GD 3YR 0.250 0.017 0.000
5135102 80.00 0.250 0.017 0.000
5135169 76.99 GD 5YR 0.250 0.017 0.000
5135352 67.66 0.250 0.017 0.000
5136011 95.00 06 0.250 0.017 0.233
5136234 85.00 06 0.250 0.017 0.608
5136308 80.00 0.250 0.017 0.000
5136444 80.00 0.250 0.017 0.000
5136991 95.00 0.250 0.017 0.233
5137111 80.00 0.250 0.017 0.000
5137321 80.00 0.250 0.017 0.000
5137327 80.00 0.250 0.017 0.000
5137337 77.27 0.250 0.017 0.000
5137450 90.00 0.250 0.017 0.358
5137723 80.00 0.250 0.017 0.000
5137760 90.00 0.250 0.017 0.000
5137974 71.15 0.250 0.017 0.000
5138004 75.00 0.250 0.017 0.000
5138253 52.45 0.250 0.017 0.233
5138297 80.00 0.250 0.017 0.000
5138363 69.23 0.250 0.017 0.000
5138415 73.17 0.250 0.017 0.000
5138418 45.16 0.250 0.017 0.000
5138537 64.73 0.250 0.017 0.000
5138613 90.00 0.250 0.017 0.108
5138739 62.70 0.250 0.017 0.233
5138914 49.00 0.250 0.017 0.000
5139512 80.00 0.250 0.017 0.000
5140161 56.76 0.250 0.017 0.000
5140168 62.96 0.250 0.017 0.000
5140551 80.00 0.250 0.017 0.000
5141022 80.00 GD 5YR 0.250 0.017 0.000
5141070 59.18 0.250 0.017 0.000
5141453 75.79 0.250 0.017 0.108
5142131 95.00 GD 5YR 0.250 0.017 0.233
5142578 80.00 0.250 0.017 0.000
5142715 47.98 0.250 0.017 0.000
5143198 75.00 0.250 0.017 0.000
5143230 67.71 0.250 0.017 0.000
5143592 80.00 0.250 0.017 0.000
5143600 95.00 0.250 0.017 0.483
5143746 80.00 0.250 0.017 0.233
5143871 80.00 0.250 0.017 0.000
5144164 90.00 0.250 0.017 0.608
5144286 90.00 06 0.250 0.017 0.358
5144822 92.86 0.250 0.017 0.233
5145026 90.00 0.250 0.017 0.358
5145071 47.51 0.250 0.017 0.000
5145110 80.00 0.250 0.017 0.000
5145208 80.00 GD 2YR 0.250 0.017 0.000
5145211 95.00 0.250 0.017 0.000
5145445 90.00 GD 3YR 33 0.250 0.017 0.000
5145496 75.90 GD 3YR 0.250 0.017 0.000
5145803 90.00 01 0.250 0.017 0.000
5145908 90.00 GD 2YR 0.250 0.017 0.358
5145926 95.00 06 0.250 0.017 0.233
5146153 75.02 0.250 0.017 0.000
5146202 80.00 GD 3YR 0.250 0.017 0.108
5146820 72.73 GD 5YR 0.250 0.017 0.233
5146854 69.95 0.250 0.017 0.000
5147079 89.55 06 0.250 0.017 0.233
5147316 80.00 0.250 0.017 0.108
5147360 76.92 GD 3YR 0.250 0.017 0.108
5147463 85.00 06 0.250 0.017 0.233
5147518 80.00 0.250 0.017 0.000
5147706 90.00 0.250 0.017 0.358
5147934 78.22 0.250 0.017 0.000
5147938 80.00 GD 4YR 0.250 0.017 0.000
5148407 80.00 0.250 0.017 0.608
5148839 80.00 GD 4YR 0.250 0.017 0.358
5148878 80.00 0.250 0.017 0.000
5149061 90.00 0.250 0.017 0.358
5149269 66.67 0.250 0.017 0.000
5149581 84.32 0.250 0.017 0.000
5149889 80.00 0.250 0.017 0.000
5150035 95.00 13 0.250 0.017 0.108
5150455 90.00 0.250 0.017 0.483
5150515 60.61 GD 3YR 0.250 0.017 0.233
5150681 80.00 0.250 0.017 0.000
5151127 80.00 0.250 0.017 0.483
5151514 84.32 06 0.250 0.017 0.000
5151661 61.17 0.250 0.017 0.000
5151803 80.00 0.250 0.017 0.000
5152020 61.08 0.250 0.017 0.000
5152100 80.00 0.250 0.017 0.108
5152393 70.09 0.250 0.017 0.000
5153271 80.00 0.250 0.017 0.000
5153480 80.00 0.250 0.017 0.233
5153638 90.00 06 0.250 0.017 0.233
5153789 73.68 0.250 0.017 0.000
5154862 80.00 0.250 0.017 0.108
5154968 80.00 GD 3YR 0.250 0.017 0.483
5155044 80.00 0.250 0.017 0.483
5155864 86.41 GD 3YR 33 0.250 0.017 0.000
5156032 80.00 GD 5YR 0.250 0.017 0.358
5156068 88.89 0.250 0.017 0.483
5156710 90.00 0.250 0.017 0.108
5157265 42.68 GD 4YR 0.250 0.017 0.358
5157396 92.31 0.250 0.017 0.233
5158520 78.07 0.250 0.017 0.000
5158536 89.88 0.250 0.017 0.483
5158782 86.47 GD 2YR 33 0.250 0.017 0.108
5158900 76.86 0.250 0.017 0.108
5159280 80.00 GD 3YR 0.250 0.017 0.108
5160815 66.35 GD 3YR 0.250 0.017 0.108
5161721 61.60 GD 5YR 0.250 0.017 0.108
5162056 61.54 GD 3YR 0.250 0.017 0.108
5162135 90.00 01 0.250 0.017 0.233
5162728 53.70 0.250 0.017 0.000
5164659 80.00 0.250 0.017 0.000
5165441 90.00 01 0.250 0.017 0.358
5165643 72.02 0.250 0.017 0.000
5166100 75.00 0.250 0.017 0.000
5166252 80.00 0.250 0.017 0.233
5166522 80.00 0.250 0.017 0.358
5168499 95.00 0.250 0.017 0.608
5706684 80.00 0.250 0.017 0.000
5706705 80.00 0.250 0.017 0.000
5706799 80.00 0.250 0.017 0.233
5707060 79.97 0.250 0.017 0.000
5707333 89.66 0.250 0.017 0.483
5707566 79.35 GD 5YR 0.250 0.017 0.358
5707895 80.00 0.250 0.017 0.233
5709057 59.83 0.250 0.017 0.000
5709094 79.27 0.250 0.017 0.000
5710113 79.78 0.250 0.017 0.483
5710443 95.00 06 0.250 0.017 0.608
5711003 80.00 0.250 0.017 0.000
5711186 55.88 GD 3YR 0.250 0.017 0.000
5713548 90.00 01 0.250 0.017 0.608
5714571 95.00 0.250 0.017 0.608
5715813 90.00 0.250 0.017 0.483
5716206 66.11 0.250 0.017 0.000
5716332 50.31 0.250 0.017 0.000
5716416 95.00 01 0.250 0.017 0.733
5716742 52.40 0.250 0.017 0.000
5717765 72.75 0.250 0.017 0.000
5717942 95.00 0.250 0.017 0.233
5718948 75.00 0.250 0.017 0.108
5719388 90.00 01 0.250 0.017 0.000
5719463 56.00 0.250 0.017 0.000
5720151 89.81 06 0.250 0.017 0.000
5720962 95.00 0.250 0.017 0.483
5723998 80.00 0.250 0.017 0.483
5724100 62.63 0.250 0.017 0.000
5724451 90.00 0.250 0.017 0.483
5728861 78.51 0.250 0.017 0.000
</TABLE>
COUNT: 353
WAC: 7.865754687
WAM: 357.2017392
WALTV: 77.23533864
<PAGE>
EXHIBIT F-3A
[Schedule of Group I Mortgage Loans Serviced by Other Servicers]
<TABLE>
WFMBS
WFHMI / 2000-02 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>
5004323 PONCO CITY OK 74604 SFD 7.375 7.108 $ 707.25 360 1-Feb-29 $ 101,179.60
5004764 WHITTIER CA 90601 SFD 7.250 6.983 $ 306.98 360 1-Feb-29 $ 44,450.56
5125819 DOVER DE 19901 SFD 8.000 7.733 $1,045.61 360 1-Oct-29 $ 141,817.19
5142443 ELLICOTT CITY MD 21043 SFD 7.625 7.358 $1,965.90 360 1-Apr-29 $ 274,941.65
5145396 ALEXANDRIA VA 22314 SFD 7.875 7.608 $2,378.23 360 1-Dec-29 $ 326,856.45
5145403 HOLLISTON MA 01746 SFD 7.750 7.483 $2,113.42 360 1-Dec-29 $ 293,945.41
5150292 BOS LANDEN PELLA IA 50219 SFD 7.875 7.608 $2,537.74 360 1-Apr-30 $ 349,759.14
5150729 ROCKLIN CA 95765 SFD 7.750 7.483 $1,361.19 360 1-Oct-29 $ 188,625.79
5150799 FONTANA CA 92336 SFD 8.250 7.750 $1,202.03 360 1-Jan-30 $ 159,089.70
5155375 SCOTTSDALE AZ 85255 SFD 8.125 7.750 $2,425.74 360 1-Jan-30 $ 325,836.44
5155420 DAVIDSONVILLE MD 21035 SFD 7.250 6.983 $1,850.07 360 1-Dec-29 $ 270,129.29
5156855 SAN BERNARDINO CA 92407 SFD 8.500 7.750 $ 311.41 360 1-Dec-29 $ 40,375.57
5157590 BAINBRIDGE OH 44022 SFD 9.000 7.750 $2,516.46 360 1-Mar-30 $ 312,407.05
5159800 SCOTTSDALE AZ 85255 SFD 8.250 7.750 $3,380.70 360 1-Jan-30 $ 448,840.31
5159874 SAN JOSE CA 95123 SFD 8.250 7.750 $2,404.05 360 1-Feb-30 $ 319,383.63
5159895 STONEHAM MA 02180 SFD 8.875 7.750 $1,353.39 360 1-Jan-30 $ 169,714.32
5160011 LAKE FOREST CA 92630 SFD 8.125 7.750 $1,663.19 360 1-Jan-30 $ 223,407.93
5161349 TUSTIN CA 92782 SFD 8.375 7.750 $6,925.02 360 1-Jan-30 $ 907,300.51
5161730 HOUSTON TX 77094 SFD 8.000 7.733 $3,544.08 360 1-Jan-30 $ 481,690.66
5161897 LEESBURG VA 20175 SFD 7.875 7.608 $2,233.21 360 1-Feb-30 $ 307,359.94
5166755 BOSSIER CITY LA 71111 SFD 8.625 7.750 $2,562.04 360 1-Apr-30 $ 329,205.52
5709088 BETTENDORF IA 52722 SFD 8.500 7.750 $2,152.96 360 1-Mar-30 $ 279,659.54
5712132 ORANGE CT 06477 SFD 8.625 7.750 $4,005.61 360 1-Dec-29 $ 513,457.76
5712320 CATHEDRAL CITY CA 92234 HCO 7.875 7.608 $1,175.33 360 1-Jul-28 $ 145,315.13
5712499 LAS CRUCES NM 88012 SFD 8.250 7.750 $ 465.78 360 1-Nov-29 $ 57,738.04
5712505 PROTEM MO 65733 SFD 8.250 7.750 $ 751.27 360 1-Oct-29 $ 99,544.30
5712564 ST CLOUD FL 34769 SFD 8.500 7.750 $1,077.24 360 1-Nov-29 $ 138,583.78
5723790 OCEAN SHORES WA 98569 HCO 8.500 7.750 $ 888.10 360 1-Nov-29 $ 115,072.64
5723867 ROSWELL GA 30075 HCO 7.500 7.233 $ 462.54 360 1-Dec-29 $ 65,901.40
5723883 OXON HILL MD 20745 SFD 7.625 7.358 $ 496.88 360 1-Aug-29 $ 69,730.84
5724614 TIGARD OR 97223 SFD 8.750 7.750 $ 861.44 360 1-Mar-30 $ 109,373.54
5729353 MORGAN UT 84050 SFD 8.750 7.750 $2,114.65 360 1-Apr-30 $ 268,645.35
5731486 SAN MARINO CA 91108 SFD 8.000 7.483 $3,800.90 360 1-Apr-30 $ 517,652.43
5731505 TUSTIN CA 92782 PUD 7.750 7.233 $2,507.45 360 1-Apr-30 $ 349,752.97
5731511 TORRANCE CA 90505 SFD 8.250 7.733 $2,674.51 360 1-Apr-30 $ 355,447.50
5731519 CAVE CREEK AZ 85331 SFD 8.500 7.750 $1,224.11 360 1-Apr-30 $ 158,867.34
5731522 SAN LEANDRO CA 94578 SFD 8.375 7.750 $1,010.90 360 1-Apr-30 $ 132,917.33
5731528 MILL VALLEY CA 94941 SFD 8.000 7.483 $3,980.67 360 1-Apr-30 $ 542,136.00
5731532 ATLANTA GA 30328 SFD 8.375 7.750 $3,125.80 360 1-Apr-30 $ 410,994.38
5731536 LONG BEACH CA 90803 SFD 8.250 7.733 $4,883.24 360 1-Apr-30 $ 649,585.51
5731537 SAN DIEGO CA 92131 PUD 8.375 7.750 $2,060.94 360 1-Apr-30 $ 270,981.46
5731543 LA VERNE CA 91750 SFD 8.125 7.608 $2,153.25 360 1-Mar-30 $ 289,239.88
5731547 PALOS VERDES ESTATES CA 90274 SFD 8.500 7.750 $4,342.21 360 1-Apr-30 $ 564,377.89
5731556 DALY CITY CA 94015 SFD 7.875 7.358 $2,457.99 360 1-Apr-30 $ 338,766.70
5731557 SAN MARINO CA 91108 SFD 8.375 7.750 $3,002.29 360 1-Apr-30 $ 394,754.48
5731569 GLENDORA CA 91740 LCO 8.250 7.733 $ 739.25 360 1-Apr-30 $ 98,337.25
5731574 MILLBRAE CA 94030 SFD 7.875 7.358 $3,661.61 360 1-Apr-30 $ 504,652.45
5731576 LAKE ARROWHEAD CA 92352 SFD 8.375 7.750 $1,520.15 360 1-Apr-30 $ 199,875.68
5731580 IRVINE CA 92620 PUD 8.250 7.733 $3,440.81 360 1-Apr-30 $ 457,707.94
5731587 PARKLAND FL 33076 PUD 8.250 7.733 $3,642.52 360 1-Apr-30 $ 484,540.82
5731621 LOS ANGELES CA 90272 SFD 8.375 7.750 $3,040.29 360 1-Apr-30 $ 399,751.38
5731635 LA QUINTA CA 92253 SFD 8.250 7.733 $3,283.79 360 1-Apr-30 $ 436,821.27
5731639 MODESO CA 95358 SFD 8.000 7.483 $2,060.41 360 1-Mar-30 $ 280,080.07
5731651 CULVER CITY CA 90230 PUD 8.500 7.750 $3,192.53 360 1-Apr-30 $ 414,948.47
5731662 HOUSTON TX 77005 SFD 8.000 7.483 $3,744.03 360 1-Mar-30 $ 509,562.99
5731669 IRVINE CA 92618 SFD 8.250 7.733 $2,378.21 360 1-Mar-30 $ 316,154.89
5731674 IRVINE CA 92606 PUD 8.125 7.608 $1,940.89 360 1-Mar-30 $ 261,056.86
5734759 ATLANTA GA 30324 SFD 6.875 6.608 $2,575.16 360 1-May-29 $ 387,578.05
5734768 ST GEORGE ISLAND FL 32328 SFD 7.500 7.233 $2,852.80 360 1-Jun-29 $ 404,563.14
5734785 ORLANDO FL 32836 SFD 7.000 6.733 $1,718.87 353 1-Jun-28 $ 250,556.38
5734802 RALEIGH NC 27612 SFD 6.875 6.608 $1,708.02 360 1-May-29 $ 257,294.56
5734812 ATLANTA GA 30327 SFD 7.250 6.983 $2,046.53 360 1-Jul-29 $ 297,595.03
5734840 DACULA GA 30019 SFD 6.875 6.608 $2,246.04 360 1-Jun-29 $ 338,648.31
5734857 CHAPIN SC 29036 SFD 7.250 6.983 $2,292.12 360 1-Jun-29 $ 333,027.99
5734868 ALPHARETTA GA 30022 SFD 7.125 6.858 $3,826.72 360 1-Jun-29 $ 558,621.16
5734924 LOUISVILLE KY 40223 SFD 7.375 7.108 $2,935.37 360 1-Oct-28 $ 418,503.47
5735012 SAVANNAH GA 31401 SFD 7.750 7.483 $2,998.19 360 1-Aug-29 $ 415,771.87
5735040 SAVANNAH GA 31410 SFD 8.000 7.733 $4,314.54 360 1-Sep-29 $ 584,543.05
5735046 JACKSONVILLE FL 32225 SFD 7.250 6.983 $2,319.47 337 1-Oct-26 $ 327,030.85
5735056 MARIETTA GA 30060 SFD 8.125 7.750 $2,435.39 360 1-Sep-29 $ 326,242.32
5735062 GREENSBORO GA 30642 SFD 6.750 6.483 $3,113.27 360 1-Aug-29 $ 476,195.78
5735085 ATLANTA GA 30342 SFD 7.000 6.733 $1,995.91 360 1-Jun-29 $ 297,214.69
5735110 KNOXVILLE TN 37922 SFD 8.000 7.733 $2,133.79 360 1-Nov-29 $ 289,609.59
5735229 SUMTER SC 29150 SFD 6.875 6.608 $2,463.49 360 1-May-29 $ 371,097.94
5735235 WINDERMERE FL 34786 SFD 7.625 7.358 $2,121.61 360 1-Apr-29 $ 296,819.60
5735251 WINDERMERE FL 34786 SFD 7.500 7.233 $2,349.36 360 1-Apr-29 $ 331,237.01
5735258 NASHVILLE TN 37205 SFD 7.125 6.858 $1,824.09 360 1-Jun-29 $ 268,296.39
5735265 FRANKLIN TN 37064 SFD 8.500 7.750 $2,414.39 360 1-Oct-29 $ 312,639.81
5735275 LAKELAND FL 33813 SFD 7.250 6.983 $2,170.56 311 1-Oct-24 $ 297,756.17
5735284 LAKELAND FL 33813 SFD 7.250 6.983 $2,153.84 350 1-Jul-28 $ 309,954.48
5736113 SAVANNAH GA 31411 SFD 7.000 6.733 $2,661.21 360 1-Jun-29 $ 396,286.31
$ 25,765,386.87
<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>
5004323 80.00 0.250 0.017 0.000
5004764 28.13 0.250 0.017 0.000
5125819 100.00 0.250 0.017 0.000
5142443 89.99 12 0.250 0.017 0.000
5145396 80.00 0.250 0.017 0.000
5145403 79.75 0.250 0.017 0.000
5150292 68.63 0.250 0.017 0.000
5150729 95.00 12 0.250 0.017 0.000
5150799 80.00 0.250 0.017 0.233
5155375 90.00 13 0.250 0.017 0.108
5155420 84.99 13 0.250 0.017 0.000
5156855 30.00 0.250 0.017 0.483
5157590 90.00 06 0.250 0.017 0.983
5159800 77.59 0.250 0.017 0.233
5159874 80.00 0.250 0.017 0.233
5159895 70.00 0.250 0.017 0.858
5160011 80.00 0.250 0.017 0.108
5161349 75.00 0.250 0.017 0.358
5161730 59.63 0.250 0.017 0.000
5161897 80.00 0.250 0.017 0.000
5166755 88.00 11 0.250 0.017 0.608
5709088 77.78 0.250 0.017 0.483
5712132 100.00 0.250 0.017 0.608
5712320 100.00 0.250 0.017 0.000
5712499 33.37 0.250 0.017 0.233
5712505 64.94 0.250 0.017 0.233
5712564 72.63 0.250 0.017 0.483
5723790 75.00 0.250 0.017 0.483
5723867 90.00 0.250 0.017 0.000
5723883 62.12 0.250 0.017 0.000
5724614 75.00 0.250 0.017 0.733
5729353 63.25 0.250 0.017 0.733
5731486 70.00 0.500 0.017 0.000
5731505 64.94 0.500 0.017 0.000
5731511 80.00 0.500 0.017 0.000
5731519 80.00 0.500 0.017 0.233
5731522 73.89 0.500 0.017 0.108
5731528 70.00 0.500 0.017 0.000
5731532 79.85 0.500 0.017 0.108
5731536 74.29 0.500 0.017 0.000
5731537 53.17 0.500 0.017 0.108
5731543 71.60 0.500 0.017 0.000
5731547 80.00 0.500 0.017 0.233
5731556 79.76 0.500 0.017 0.000
5731557 52.85 0.500 0.017 0.108
5731569 80.00 0.500 0.017 0.000
5731574 66.89 0.500 0.017 0.000
5731576 66.67 0.500 0.017 0.108
5731580 79.86 0.500 0.017 0.000
5731587 80.00 0.500 0.017 0.000
5731621 44.99 0.500 0.017 0.108
5731635 80.00 0.500 0.017 0.000
5731639 80.00 0.500 0.017 0.000
5731651 80.00 0.500 0.017 0.233
5731662 68.49 0.500 0.017 0.000
5731669 80.00 0.500 0.017 0.000
5731674 79.99 0.500 0.017 0.000
5734759 80.00 0.250 0.017 0.000
5734768 80.00 0.250 0.017 0.000
5734785 79.99 0.250 0.017 0.000
5734802 65.66 0.250 0.017 0.000
5734812 75.95 0.250 0.017 0.000
5734840 89.87 12 0.250 0.017 0.000
5734857 80.00 0.250 0.017 0.000
5734868 73.29 0.250 0.017 0.000
5734924 67.46 0.250 0.017 0.000
5735012 90.00 01 0.250 0.017 0.000
5735040 80.00 0.250 0.017 0.000
5735046 78.47 0.250 0.017 0.000
5735056 80.00 0.250 0.017 0.108
5735062 80.00 0.250 0.017 0.000
5735085 69.61 0.250 0.017 0.000
5735110 79.99 0.250 0.017 0.000
5735229 78.95 0.250 0.017 0.000
5735235 94.99 12 0.250 0.017 0.000
5735251 80.00 0.250 0.017 0.000
5735258 95.00 01 0.250 0.017 0.000
5735265 80.00 0.250 0.017 0.483
5735275 82.18 24 0.250 0.017 0.000
5735284 90.00 06 0.250 0.017 0.000
5736113 38.10 0.250 0.017 0.000
</TABLE>
COUNT: 81
WAC: 7.911877912
WAM: 353.2550921
WALTV: 76.48735801
<PAGE>
WFMBS
WFHMI / 2000-02 Exhibit F-3A (Group I)
30 YEAR FIXED RATE NON RELOCATION LOANS
(i) (xvii) (xviii)
-------- --------------------------------- ---------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- --------------------------------- ---------------------------------
5004323 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5004764 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5125819 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5142443 HOMESIDE LENDING HOMESIDE LENDING
5145396 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5145403 CHEVY CHASE SAVINGS BANK CHEVY CHASE SAVINGS BANK
5150292 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
5150729 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5150799 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5155375 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5155420 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156855 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5157590 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5159800 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159874 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5159895 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5160011 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161349 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161730 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161897 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5166755 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5709088 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
5712132 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5712320 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5712499 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5712505 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5712564 MERRILL LYNCH CREDIT CORP MERRILL LYNCH CREDIT CORP
5723790 FIRST HORIZON HOME LOAN COR FIRST HORIZON HOME LOAN COR
5723867 FIRST HORIZON HOME LOAN COR FIRST HORIZON HOME LOAN COR
5723883 FIRST HORIZON HOME LOAN COR FIRST HORIZON HOME LOAN COR
5724614 FIRST HORIZON HOME LOAN COR FIRST HORIZON HOME LOAN COR
5729353 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
5731486 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731505 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731511 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731519 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731522 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731528 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731532 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731536 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731537 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731543 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731547 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731556 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731557 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731569 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731574 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731576 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731580 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731587 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731621 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731635 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731639 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731651 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731662 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731669 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5731674 FIRST NATIONWIDE MORTGAGE C FIRST NATIONWIDE MORTGAGE C
5734759 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734768 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734785 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734802 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734812 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734840 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734857 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734868 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734924 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735012 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735040 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735046 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735056 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735062 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735085 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735110 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735229 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735235 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735251 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735258 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735265 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735275 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735284 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5736113 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 81
WAC: 7.911877912
WAM: 353.2550921
WALTV: 76.48735801
<PAGE>
EXHIBIT F-3B
[Schedule of Group II Mortgage Loans Serviced by Other Servicers]
<TABLE>
WFMBS
WFHMI / 2000-02 Exhibit F-3B (Group II)
30 YEAR FIXED RATE 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>
4900903 NEW YORK NY 10022 COP 7.250 6.733 $4,434.15 360 1-Aug-28 $ 638,682.97
5090189 KETTERING OH 45429 SFD 6.500 6.233 $1,497.69 360 1-Sep-28 $ 232,439.26
5090207 ALPHARETTA GA 30022 SFD 6.500 6.233 $2,894.24 360 1-Jul-29 $ 453,058.39
5090223 POTOMAC MD 20854 SFD 7.125 6.858 $2,880.15 360 1-Aug-29 $ 424,351.19
5090240 ELLICOTT CITY MD 21043 SFD 7.000 6.733 $1,829.59 360 1-Jul-29 $ 272,687.05
5114832 IVANHOE IL 60060 SFD 7.875 7.608 $3,030.80 360 1-Dec-29 $ 416,542.63
5118980 HUDSON OH 44236 SFD 8.000 7.733 $2,359.61 360 1-Jan-30 $ 320,703.22
5119366 GREENSBORO GA 30642 SFD 8.250 7.750 $2,761.57 346 1-Oct-28 $ 362,847.13
5140597 GRAPEVINE TX 76051 SFD 6.375 6.108 $1,497.60 360 1-Jun-29 $ 237,538.31
5140607 DUXBURY MA 02332 SFD 7.750 7.483 $2,579.08 360 1-Sep-29 $ 357,920.82
5140614 CHARLOTTE NC 28216 SFD 7.750 7.483 $2,149.24 360 1-Dec-29 $ 298,664.58
5140619 MISSION VIEJO CA 92691 SFD 7.625 7.358 $2,118.07 360 1-Aug-29 $ 297,250.45
5140732 ROCKVILLE MD 20850 SFD 7.625 7.358 $2,725.01 360 1-Oct-29 $ 380,812.42
5140739 NASHVILLE TN 37205 SFD 7.750 7.483 $2,686.55 360 1-Oct-29 $ 373,110.99
5140741 SUNNYVALE CA 94087 SFD 7.875 7.608 $3,987.88 360 1-Sep-29 $ 546,280.39
5140745 NEW CANAAN CT 06840 LCO 7.875 7.608 $3,184.50 360 1-Sep-29 $ 436,725.73
5140747 CHICAGO IL 60646 SFD 7.750 7.483 $2,149.24 360 1-Sep-29 $ 297,899.54
5140755 DARIEN CT 06820 SFD 7.500 7.233 $2,796.86 360 1-Sep-29 $ 397,572.52
5140761 WILDWOOD MO 63038 SFD 7.375 7.108 $1,966.70 360 1-Sep-29 $ 282,877.45
5140772 NORTH CALDWELL NJ 07006 LCO 7.375 7.108 $1,933.89 360 1-Oct-29 $ 278,480.83
5140779 DELLWOOD MN 55110 SFD 7.875 7.608 $4,350.42 360 1-Oct-29 $ 597,047.91
5140788 SAN JOSE CA 95138 LCO 8.250 7.750 $2,479.18 360 1-Oct-29 $ 328,191.74
5140801 ROSEVILLE CA 95747 SFD 7.750 7.483 $1,816.82 360 1-Oct-29 $ 252,322.54
5140805 DENVER CO 80220 SFD 7.500 7.233 $1,828.45 360 1-Nov-29 $ 260,317.20
5140810 RENTON WA 98058 PUD 8.250 7.750 $2,062.23 360 1-Oct-29 $ 273,144.60
5140817 COPPELL TX 75019 SFD 7.750 7.483 $2,784.19 360 1-Nov-29 $ 386,957.47
5140825 HOT SPRINGS AR 71913 SFD 8.125 7.750 $2,370.05 360 1-Dec-29 $ 318,141.76
5156322 ELLICOTT CITY MD 21042 SFD 7.625 7.358 $2,124.80 360 1-Dec-29 $ 299,099.71
5161879 CHARLOTTE NC 28216 SFD 7.750 7.483 $3,685.22 360 1-Jan-30 $ 512,933.66
5161884 WEST NEW YORK NJ 07093 LCO 7.500 7.233 $2,321.39 360 1-Jan-30 $ 331,005.16
5161888 MARIETTA GA 30062 SFD 8.000 7.733 $2,935.06 360 1-Dec-29 $ 398,640.03
5161902 WESTPORT CT 06880 SFD 7.250 6.983 $2,285.29 360 1-Dec-29 $ 333,677.46
5161913 GREENSBORO NC 27455 SFD 7.625 7.358 $1,999.52 360 1-Jan-30 $ 281,674.30
5162059 OMAHA NE 68116 SFD 7.750 7.483 $2,218.01 360 1-Dec-29 $ 308,493.25
5162064 GREENLAWN NY 11740 SFD 7.375 7.108 $2,225.01 360 1-Feb-30 $ 321,410.08
5162068 PROSPECT KY 40059 SFD 7.875 7.608 $2,239.63 360 1-Jan-30 $ 308,026.31
5162073 KILDER IL 60047 SFD 7.500 7.233 $2,796.86 360 1-Jan-30 $ 396,713.81
5162083 HADLEY MA 01035 SFD 7.875 7.608 $2,217.99 360 1-Jan-30 $ 305,006.99
5162093 KENNER LA 70065 SFD 7.875 7.608 $1,856.18 360 1-Jan-30 $ 255,288.31
$13,774,538.16
<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>
4900903 74.29 0.500 0.017 0.000
5090189 70.00 0.250 0.017 0.000
5090207 79.99 0.250 0.017 0.000
5090223 75.00 0.250 0.017 0.000
5090240 79.71 0.250 0.017 0.000
5114832 67.64 0.250 0.017 0.000
5118980 95.00 0.250 0.017 0.000
5119366 68.75 0.250 0.017 0.233
5140597 89.91 11 0.250 0.017 0.000
5140607 80.00 0.250 0.017 0.000
5140614 70.59 0.250 0.017 0.000
5140619 95.00 0.250 0.017 0.000
5140732 79.38 0.250 0.017 0.000
5140739 73.53 0.250 0.017 0.000
5140741 72.85 0.250 0.017 0.000
5140745 80.00 0.250 0.017 0.000
5140747 80.00 0.250 0.017 0.000
5140755 72.73 0.250 0.017 0.000
5140761 85.00 11 0.250 0.017 0.000
5140772 94.92 12 0.250 0.017 0.000
5140779 55.18 0.250 0.017 0.000
5140788 68.75 0.250 0.017 0.233
5140801 80.00 0.250 0.017 0.000
5140805 91.75 12 0.250 0.017 0.000
5140810 89.71 12 0.250 0.017 0.233
5140817 88.33 12 0.250 0.017 0.000
5140825 80.00 0.250 0.017 0.108
5156322 80.00 0.250 0.017 0.000
5161879 80.00 0.250 0.017 0.000
5161884 80.00 0.250 0.017 0.000
5161888 80.00 0.250 0.017 0.000
5161902 72.83 0.250 0.017 0.000
5161913 79.97 0.250 0.017 0.000
5162059 80.00 0.250 0.017 0.000
5162064 85.00 0.250 0.017 0.000
5162068 86.79 11 0.250 0.017 0.000
5162073 78.43 0.250 0.017 0.000
5162083 90.00 13 0.250 0.017 0.000
5162093 80.00 0.250 0.017 0.000
</TABLE>
COUNT: 39
WAC: 7.616793961
WAM: 352.390628
WALTV: 78.66978949
<PAGE>
WFMBS
WFHMI / 2000-02 Exhibit F-3B (Group II)
30 YEAR FIXED RATE RELOCATION LOANS
(i) (xvii) (xviii)
-------- ---------------------------------- ---------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ---------------------------------- ---------------------------------
4900903 BANK OF AMERICA, NT & SA BANK OF AMERICA, NT & SA
5090189 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5090207 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5090223 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5090240 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5114832 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5118980 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5119366 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5140597 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140607 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140614 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140619 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140732 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140739 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140741 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140745 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140747 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140755 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140761 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140772 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140779 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140788 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140801 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140805 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140810 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140817 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5140825 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5156322 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5161879 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5161884 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5161888 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5161902 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5161913 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5162059 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5162064 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5162068 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5162073 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5162083 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5162093 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
COUNT: 39
WAC: 7.616793961
WAM: 352.390628
WALTV: 78.66978949
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: ____________________________________
Servicer
Loan No.: ____________________________________
Custodian/Trust Administrator
Name: ____________________________________
Address: ____________________________________
------------------------------------
Custodian/Trustee
Mortgage File No.: ____________________________________
Seller
Name: ____________________________________
Address: ____________________________________
------------------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 2000-2
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trust Administrator for the Holders
of Mortgage Pass-Through Certificates, Series 2000-2, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of May 25, 2000 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 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 Trust
Administrator when the need therefor no longer exists, unless the
Mortgage Loan relating to the Documents has been liquidated and the
proceeds thereof have been remitted to the Certificate Account and
except as expressly provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust
Administrator, on behalf of the Trustee, and the Master Servicer shall
keep the Documents and any proceeds separate and distinct from all
other property in the Master Servicer's possession, custody or
control.
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 2000-2, Class [I-A-R]
[I-A-LR] Certificate (the "Class [I-A-R] [I-A-LR] Certificate") for the account
of, or as agent (including a broker, nominee, or other middleman) for, any
person or entity from which it has not received an affidavit substantially in
the form of this affidavit. For these purposes, a "disqualified organization"
means the United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of any
of the foregoing (other than an instrumentality if all of its activities are
subject to tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class [I-A-R]
[I-A-LR] Certificate as they become due.
5. That the Purchaser understands that it may incur tax
liabilities with respect to the Class [I-A-R] [I-A-LR] Certificate in excess of
cash flows generated by the Class [I-A-R] [I-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [I-A-R]
[I-A-LR] Certificate to any person or entity from which the Purchaser has not
received an affidavit substantially in the form of this affidavit and as to
which the Purchaser has actual knowledge that the requirements set forth in
paragraph 3, 4 or 7 hereof are not satisfied or that the Purchaser has reason to
know does not satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person
other than a U.S. Person (a "Non-U.S. Person") that holds the Class [I-A-R]
[I-A-LR] Certificate in connection with the conduct of a trade or business
within the United States and has furnished the transferor and the Trust
Administrator with an effective Internal Revenue Service Form 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 Trust Administrator an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class [I-A-R] [I-A-LR] Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class [I-A-R] [I-A-LR] Certificate will not be disregarded
for federal income tax purposes. "U.S. Person" means a citizen or resident of
the United States, a corporation or partnership (unless, in the case of a
partnership, Treasury regulations are adopted that provide otherwise) created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, including an entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling
and Servicing Agreement as may be required to further effectuate the
restrictions on transfer of the Class [I-A-R] [I-A-LR] Certificate to such a
"disqualified organization," an agent thereof, an ERISA Prohibited Holder or a
person that does not satisfy the requirements of paragraph 4, paragraph 5 and
paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the [Upper-Tier REMIC]
[Lower-Tier REMIC] pursuant to Section 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>
P&S Exhibitstmp vs. P&S Exhibitstmp
EXHIBIT I
[Letter from Transferor of Class [I-A-R] [I-A-LR] Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
Series 2000-2, Class [I-A-R] [I-A-LR]
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-2
CLASS [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 2000-2,
Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates (the
"Class[I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates") in the
principal amount of $___________. In doing so, the Purchaser hereby acknowledges
and agrees as follows:
Section 1.__Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of May 25, 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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee"), of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-2.
Section 2.__Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificates, and to enter into this Agreement, and duly executed and
delivered this Agreement.
(b) The Purchaser is acquiring the Class[I-B-4] [I-B-5] [I-B-6]
[II-B-4] [II-B-5] [II-B-6] Certificates for its own account as principal and not
with a view to the distribution thereof, in whole or in part.
(c) [The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4]
[II-B-5] [II-B-6] Certificates and can afford a complete loss of such
investment.]
[(d) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 [I-B-4]
[I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates and all matters relating
thereto, and obtain any additional information (including documents) relevant to
its decision to purchase the Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4]
[II-B-5] [II-B-6] Certificates. The Purchaser will not use or disclose any
information it receives in connection with its purchase of the Class [I-B-4]
[I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates other than in connection
with a subsequent sale of Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificates.
(f) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates are
covered by Sections I and III of PTE 95-60 or (iii) the Purchaser has provided
(a) a "Benefit Plan Opinion" satisfactory to the Seller and the Trust
Administrator of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trust Administrator,
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement (including any liability
for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of
the Code or Similar Law).
(g) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5] [II-B-6]
Certificates is in compliance therewith.
Section 3.__Transfer of Class [I-B-4] [I-B-5] [I-B-6] [II-B-4]
[II-B-5] [II-B-6] Certificates.
(a) The Purchaser understands that the Class [I-B-4] [I-B-5] [I-B-6]
[II-B-4] [II-B-5] [II-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 [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificates are registered under the Act and applicable state law or
unless an exemption from registration is available. The Purchaser further
understands that neither the Seller, the Master Servicer nor the Trust
Administrator is under any obligation to register the Class [I-B-4] [I-B-5]
[I-B-6] [II-B-4] [II-B-5] [II-B-6] Certificates or make an exemption available.
In the event that such a transfer is to be made in reliance upon an exemption
from the Act or applicable state securities laws, (i) the Trust Administrator
shall require, in order to assure compliance with such laws, that the
Certificateholder's prospective transferee certify to the Seller and the Trust
Administrator as to the factual basis for the registration or qualification
exemption relied upon, and (ii) unless the transferee is a "Qualified
Institutional Buyer" within the meaning of Rule 144A of the Act, the Trust
Administrator or the Seller may, if such transfer is made within three years
from the later of (a) the Closing Date or (b) the last date on which the Seller
or any affiliate thereof was a holder of the Certificates proposed to be
transferred, require an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Act and state securities laws, which Opinion
of Counsel shall not be an expense of the Trust Administrator, the Master
Servicer or the Seller. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Master Servicer, any Paying Agent acting on behalf of the
Trust Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [I-B-4] [I-B-5] [I-B-6] [II-B-4] [II-B-5]
[II-B-6] Certificate shall be made unless the transferee provides the Seller and
the Trust Administrator with a Transferee's Letter, substantially in the form of
this Agreement.
(c) The Purchaser acknowledges that its Class [I-B-4] [I-B-5]
[I-B-6] [II-B-4] [II-B-5] [II-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 2000-2
CLASS [I-B-1] [I-B-2] [I-B-3] [II-B-1] [II-B-2] [II-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 2000-2,
Class [I-B-1] [I-B-2] [I-B-3] [II-B-1] [II-B-2] [II-B-3] Certificates (the
"Class [I-B-1] [I-B-2] [I-B-3] [II-B-1] [II-B-2] [II-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 May 25, 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"), First Union National Bank, as trust administrator (the
"Trust Administrator") and the United States Trust Company of New York, as
trustee (the Trustee") of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-2.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trust Administrator that:
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 [I-B-1] [I-B-2] [I-B-3] [II-B-1] [II-B-2] [II-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 [I-B-1] [I-B-2] [I-B-3] [II-B-1] [II-B-2] [II-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 Trust Administrator of
the Trust Estate and (b) such other opinions of counsel, officers' certificates
and agreements as the Seller or the Master Servicer may have required. A Benefit
Plan Opinion is an opinion of counsel to the effect that the proposed transfer
will not cause the assets of the Trust Estate to be regarded as "plan assets"
and subject to the prohibited transaction provisions of ERISA, the Code or
Similar Law and will not subject the Trust Administrator, the Trustee, the
Seller or the Master Servicer to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement (including any liability for civil
penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the Code or
Similar Law).
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
American First Credit Union Servicing Agreement
Chevy Chase Savings Bank, F.S.B. Servicing Agreement
First Nationwide Mortgage Corporation Servicing Agreement
First Horizon Home Loan Corporation Servicing Agreement
Downey Savings & Loan Association, F.A. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Brenton Mortgages, Inc. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
HomeSide Lending Servicing Agreement
Hibernia National Bank Servicing Agreement
National City Mortgage Company Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Bank of America, N.A. Servicing Agreement
<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 2000-2,
Class ____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of May 25, 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 Trust Administrator and the United States Trust Company of New York, as
Trustee.
________________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least 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 2000-2. 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:
<PAGE>
EXHIBIT N
POLICY
(Intentionally Omitted)
