WELLS FARGO ASSET SECURITIES CORPORATION
(Seller)
and
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of July 28, 2000
$200,199,024.90
Mortgage Pass-Through Certificates
Series 2000-4
================================================================================
<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 Trustee.........................................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller...................................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date................................
Section 2.06 Optional Substitution of Mortgage Loans.......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trustee.......................
Section 3.04 Trustee to Cooperate; Release of Owner Mortgage Loan Files....
Section 3.05 Reports to the Trustee; Annual Compliance Statements..........
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan....
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions..........................................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Act Reports...................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders; Reports to the Trustee,
Ambac and the Seller.........................................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........
Section 4.06 Reserve Funds.................................................
Section 4.07 Distributions in Reduction of the Class A-4 Certificates......
Section 4.08 Policy Matters................................................
Section 4.09 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer.....................................................
Section 6.03 Limitation on Liability of the Seller, the Master Servicer
and Others...................................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer......
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default......................................
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default........................................
Section 7.05 Trustee to Act; Appointment of Successor......................
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.............................................
Section 8.02 Certain Matters Affecting the Trustee.........................
Section 8.03 Trustee Not Required to Make Investigation....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05 Trustee May Own Certificates..................................
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Appointment of Custodians.....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.................
Section 8.15 Monthly Advances..............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of
All Mortgage Loans...........................................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement......................................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law; Jurisdiction...................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................
Section 10.07 Special Notices to Rating Agencies and Ambac..................
Section 10.08 Covenant of Seller............................................
Section 10.09 Recharacterization............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate...............................
Section 11.02 Cut-Off Date..................................................
Section 11.03 Cut-Off Date Aggregate Principal Balance......................
Section 11.04 Original Class A Percentage...................................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates.................................................
Section 11.06 Original Class A Non-PO Principal Balance.....................
Section 11.07 Original Subordinated Percentage..............................
Section 11.08 Original Class B-1 Percentage.................................
Section 11.09 Original Class B-2 Percentage.................................
Section 11.10 Original Class B-3 Percentage.................................
Section 11.11 Original Class B-4 Percentage.................................
Section 11.12 Original Class B-5 Percentage.................................
Section 11.13 Original Class B-6 Percentage.................................
Section 11.14 Original Class B Principal Balance............................
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates.................................................
Section 11.16 Original Class B-1 Fractional Interest........................
Section 11.17 Original Class B-2 Fractional Interest........................
Section 11.18 Original Class B-3 Fractional Interest........................
Section 11.19 Original Class B-4 Fractional Interest........................
Section 11.20 Original Class B-5 Fractional Interest........................
Section 11.21 Closing Date..................................................
Section 11.22 Right to Purchase.............................................
Section 11.23 Wire Transfer Eligibility.....................................
Section 11.24 Single Certificate............................................
Section 11.25 Servicing Fee Rate............................................
Section 11.26 Master Servicing Fee Rate.....................................
Section 11.27 Ambac Contact Person..........................................
EXHIBITS
--------
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2000-4 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by WFHM in
locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by WFHM in
Frederick, Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4][B-5][B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1][B-2][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 July 28, 2000
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION
NATIONAL BANK, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
-----------
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Directed Certificates: The Class A-1, Class A-2, Class A-4
and Class A-5 Certificates.
Accretion Termination Date: For the Class A-3 Certificates, the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Principal Balance of the Class A-2 Certificates has been reduced to
zero or (ii) the Cross-Over Date.
Accrual Certificates: The Class A-3 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to
the Accretion Termination Date and the Accrual Certificates, an amount equal to
the sum of (i) the Class A Interest Percentage of the Accrual Certificates of
the Current Class A Interest Distribution Amount and (ii) the Class A Interest
Shortfall Percentage of the Accrual Certificates of the amount distributed in
respect of the Classes of Class A Certificates pursuant to Paragraph second of
Section 4.01(a) on such Distribution Date. As to any Distribution Date on or
after the Accretion Termination Date, zero.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates, (ii) the principal portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off Date through the end of the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and the Class B Principal Balance
as of the related Determination Date and (B) the sum of (i) the sum of the Class
A Principal Balance and the Class B Principal Balance as of the Determination
Date succeeding such Distribution Date, (ii) the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Certificates with respect to such Distribution Date and (iii)
the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a) for such Distribution Date without
regard to the provisos in the definitions of Class B-1 Optimal Principal Amount,
Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class
B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6
Optimal Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans for
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
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 11.27.
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
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$100,000.00 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) (or, in the case of the Class A-4 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 in accordance with Section 4.02(a) since the Relevant Anniversary.
On and after the Cross-Over Date the Bankruptcy Loss Amount shall be zero.
Bear Stearns: Bear, Stearns & Co. Inc., or its successor in
interest.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-PO Certificates or Class A-R Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-3 and Class A-PO
Certificates), the amount distributable to such Class of Class A Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a). As
to the Class A-3 Certificates, (a) as to any Distribution Date prior to the
Accretion Termination Date, the amount distributable to the Accrual Certificates
pursuant to the provisos in Paragraphs first and second of Section 4.01(a) and
Paragraph third clause (A) of Section 4.01(a) and (b) as to any Distribution
Date on or after the Accretion Termination Date, the amount distributable to the
Accrual Certificates pursuant to Paragraphs first, second and third clause (A)
of Section 4.01(a). As to any Distribution Date and the Class A-PO Certificates,
the amount distributable to the Class A-PO Certificates pursuant to Paragraphs
third clause (B) and fourth of Section 4.01(a) on such Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class A Certificates with respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the sum of (a) the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of Interest Accrual
Amount) and (b) the Premium Payment (determined without regard to clause (ii) of
the definition of Premium Payment).
Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a) including, in the case of the Accrual
Certificates prior to the Accretion Termination Date, the amount included in the
Accrual Distribution Amount pursuant to clause (i) of the definition thereof.
Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Class A Certificates
(other than the Accrual Certificates and the Class A-PO Certificates); and (ii)
with respect to the Accrual Certificates, the lesser of the Principal Balance of
the Accrual Certificates and the Original Principal Balance of the Accrual
Certificates.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class (or, in the case of the Accrual Certificates, the Original Principal
Balance of such Class if lower) by the Class A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Class A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall, (iii) the Premium Payment, (iv) the
Premium Unpaid Shortfall and (v) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum, as to each Outstanding Mortgage Loan and, with
respect to clause (y)(ii), each Mortgage Loan as to which there has been a
Recovery during the Applicable Unscheduled Principal Receipt Period, of the
product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y)
the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan which, during the one month period ending on the day
preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such Mortgage Loan.
Class A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Class A Certificates pursuant to
Paragraph third clause (A) of Section 4.01(a).
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the sum of the Accrual Distribution Amount, if any, with
respect to such Distribution Date and (ii) the Class A Non-PO Principal Amount
with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-1, Class A-2, Class A-3
and Class A-R Certificates, the Class A Fixed Pass-Through Rate. As to the Class
A-4 Certificates, 7.400% per annum. As to the Class A-5 Certificates, 8.500% per
annum. The Class A-PO Certificates are not entitled to interest and have no
Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2005, 100%. As to any Distribution Date
subsequent to July 2005 to and including the Distribution Date in July 2006, the
Class A Percentage as of such Distribution Date plus 70% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to July 2006 to and including the Distribution Date in July 2007, the Class A
Percentage as of such Distribution Date plus 60% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to July
2007 to and including the Distribution Date in July 2008, the Class A Percentage
as of such Distribution Date plus 40% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to July 2008 to and
including the Distribution Date in July 2009, the Class A Percentage as of such
Distribution Date plus 20% of the Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to July 2009, the
Class A Percentage as of such Distribution Date. The foregoing is subject to the
following: (i) if the aggregate distribution to the Class A Certificates on any
Distribution Date of the Class A Prepayment Percentage provided above of
Unscheduled Principal Receipts distributable on such Distribution Date would
reduce the Class A Non-PO Principal Balance below zero, the Class A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Class A Non-PO Principal Balance to zero and thereafter the Class A
Prepayment Percentage shall be zero and (ii) if the Class A Percentage as of any
Distribution Date is greater than the Original Class A Percentage, the Class A
Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding
the foregoing, with respect to any Distribution Date on which the following
criteria are not met, the reduction of the Class A Prepayment Percentage
described in the second through sixth sentences of this definition of Class A
Prepayment Percentage shall not be applicable with respect to such Distribution
Date. In such event, the Class A Prepayment Percentage for such Distribution
Date will be determined in accordance with the applicable provision, as set
forth in the first through fifth sentences above, which was actually used to
determine the Class A Prepayment Percentage for the Distribution Date occurring
in the July preceding such Distribution Date (it being understood that for the
purposes of the determination of the Class A Prepayment Percentage for the
current Distribution Date, the current Class A Percentage and Subordinated
Percentage shall be utilized). No reduction in the Class A Prepayment Percentage
referred to in the second through sixth sentences hereof shall be applicable,
with respect to any Distribution Date if (a) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
on the Mortgage Loans that were delinquent 60 days or more (including for this
purpose any payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage Loans) were greater than or equal to 50% of the current Class B
Principal Balance or (b) cumulative Realized Losses on the Mortgage Loans exceed
(1) 30% of the Original Class B Principal Balance if such Distribution Date
occurs between and including August 2005 and July 2006, (2) 35% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
August 2006 and July 2007, (3) 40% of the Original Class B Principal Balance if
such Distribution Date occurs between and including August 2007 and July 2008,
(4) 45% of the Original Class B Principal Balance if such Distribution Date
occurs between and including August 2008 and July 2009, and (5) 50% of the
Original Class B Principal Balance if such Distribution Date occurs during or
after August 2009. With respect to any Distribution Date on which the Class A
Prepayment Percentage is reduced below the Class A Prepayment Percentage for the
prior Distribution Date, the Master Servicer shall certify to the Trustee, based
upon information provided by each Servicer as to the Mortgage Loans serviced by
it that the criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-PO Certificates and Class A-R Certificate.
Class A Unpaid Interest Shortfall: With respect to any Distribution
Date and any Class of Class A Certificates, the amount, if any, by which the
aggregate of the Class A Interest Shortfall Amounts for such Class for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class (or in the case of the Accrual Certificates prior to the Accretion
Termination Date, the amount included in the Accrual Distribution Amount
pursuant to clause (ii) of the definition thereof) on prior Distribution Dates
pursuant to Paragraph second of Section 4.01(a).
Class A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-4 Distribution Deficiency: With respect to the Class A-4
Certificates on each Distribution Date, the sum of (i) the Class A-4 Interest
Loss Amount for such Distribution Date and (ii) the Class A-4 Principal Loss
Amount for such Distribution Date.
Class A-4 Interest Loss Amount: As to any Distribution Date, the
excess, if any, of (i) the Interest Accrual Amount of the Class A-4 Certificates
(determined without regard to clause (ii) of the definition thereof), net of any
Non-Supported Interest Shortfalls allocated to the Class A-4 Certificates that
are covered by the Reserve Fund over (ii) the amount available to be distributed
in respect of the Class A-4 Certificates on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).
Class A-4 Principal Loss Amount: As to any Distribution Date, the
sum of, without duplication, (i) the Class A Loss Percentage of the Class A-4
Certificates of the principal portion of Realized Losses allocated to the Class
A Certificates (other than the Class A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated to
the Class A-4 Certificates which reduces the Principal Balance of the Class A-4
Certificates after the Cross-Over Date with respect to such Distribution Date
pursuant to the third sentence in the definition of Principal Balance of the
Class A-4 Certificates.
Class A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
Applicable Unscheduled Principal Receipt Period for Full Unscheduled Principal
Receipts for the current Distribution Date of (a) the PO Fraction for such
Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) amounts
distributed on the Class A-PO Certificates on prior Distribution Dates pursuant
to Paragraph fourth of Section 4.01(a). On and after the Cross-Over Date, the
Class A-PO Deferred Amount will be zero. No interest will accrue on any Class
A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Outstanding Mortgage Loan and, with respect
to clause (y)(ii), each Mortgage Loan as to which there has been a Recovery
during the Applicable Unscheduled Principal Receipt Period, of the product of
(x) the PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Mortgage Loan,
less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a Servicer
with respect to such Mortgage Loan during the Applicable Unscheduled
Principal Receipt Period relating to such Distribution Date for each
applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan which, during
the one month period ending on the day preceding the Determination Date
for such Distribution Date, was repurchased by the Seller pursuant to
Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending on the
day preceding the Determination Date for such Distribution Date over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 7.750% per
annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan and, with respect
to clause (y)(ii), each Mortgage Loan as to which there has been a Recovery
during the Applicable Unscheduled Principal Receipt Period, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-1 Certificates are the most
subordinate Certificates outstanding, the Class B-1 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan and, with respect
to clause (y)(ii), each Mortgage Loan as to which there has been a Recovery
during the Applicable Unscheduled Principal Receipt Period, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a) and (B) as
a result of a Principal Adjustment and (b) the Realized Losses allocated through
such Determination Date to the Class B-2 Certificates pursuant to Section
4.02(b); provided, however, if the Class B-2 Certificates are the most
subordinate Certificates outstanding, the Class B-2 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan and, with respect
to clause (y)(ii), each Mortgage Loan as to which there has been a Recovery
during the Applicable Unscheduled Principal Receipt Period, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-3 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-3 Certificates are the most
subordinate Certificates outstanding, the Class B-3 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance and the Class B-2 Principal Balance as of such Determination
Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan and, with respect
to clause (y)(ii), each Mortgage Loan as to which there has been a Recovery
during the Applicable Unscheduled Principal Receipt Period, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-4 Certificates are the most
subordinate Certificates outstanding, the Class B-4 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan and, with respect
to clause (y)(ii), each Mortgage Loan as to which there has been a Recovery
during the Applicable Unscheduled Principal Receipt Period, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-5 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-5 Certificates are the most
subordinate Certificates outstanding, the Class B-5 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance and the Class B-4 Principal Balance as of such Determination Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan and, with respect
to clause (y)(ii), each Mortgage Loan as to which there has been a Recovery
during the Applicable Unscheduled Principal Receipt Period, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating
to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-6
Prepayment Percentage for such Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b); provided, however, if the Class
B-6 Certificates are outstanding, the Class B-6 Principal Balance will equal the
difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance, the Class B-4 Principal Balance and the Class B-5 Principal Balance as
of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank,
financial institution or other Person that clears securities transactions
through or maintains a custodial relationship with a Clearing Agency
Participant, either directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled
Principal Balance for such Distribution Date and (b) the Available Master
Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument, is located at 401 South
Tryon Street, Charlotte, North Carolina 28202.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class A Percentage (determined pursuant to clause
(ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class A Certificates and the
Premium Payment pursuant to Paragraph first of Section 4.01(a) on such
Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of the Trustee. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deceased Holder: A Beneficial Owner of a Class A-4 Certificate who
was living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trustee has
received through the Clearing Agency evidence of death satisfactory to the
Trustee and any tax waivers requested by the Trustee.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 7.750%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of the
United States of America or the District of Columbia receiving the highest
short-term or highest long-term rating of each Rating Agency, or such
lower rating as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) (or in the case of the Class
A-4 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-4 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-4 Certificates, without giving effect to the 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-4 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-4 Certificates, without giving
effect to the 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: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Cross-Over Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized and as to which Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, (i) if the Aggregate Current Fraud Losses with respect to such
Distribution Date exceed the then-applicable Fraud Loss Amount, then the portion
of such Fraud Loss represented by the ratio of (a) the excess of the Aggregate
Current Fraud Losses over the then-applicable Fraud Loss Amount, divided by (b)
the Aggregate Current Fraud Losses, or (ii) if the Aggregate Current Fraud
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Fraud Loss Amount, then zero. In addition, any Fraud Loss
occurring with respect to a Mortgage Loan on or after the Cross-Over Date will
be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized and as to
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, which Mortgage
Loan is serviced in locations other than Frederick, Maryland under the WFHM
Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, which Mortgage
Loan is serviced in Frederick, Maryland under the WFHM Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-3 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, which Mortgage
Loan is serviced under an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Certificates is August 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, 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 sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 7.750%, (ii) the applicable Servicing
Fee Rate and (iii) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $4,003,980.50 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
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-4 Certificate: A Class A-4 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-PO Certificates), (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as of the Determination Date immediately
preceding such Distribution Date minus (ii) the Class A Interest Percentage of
such Class of (a) any Non-Supported Interest Shortfall allocated to the Class A
Certificates and the Premium Payment with respect to such Distribution Date, (b)
the interest portion of any Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to the Class A Certificates and the
Premium Payment with respect to such Distribution Date pursuant to Section
4.02(e) and (c) the interest portion of any Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
allocated to the Class A Certificates and the Premium Payment on or after the
Cross-Over Date pursuant to Section 4.02(e). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Living Holder: Beneficial Owner of the Class A-4 Certificates other
than a Deceased Holder.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Master Servicer: Wells Fargo Bank Minnesota, National Association,
or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
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.
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 100sm Pledge Agreement: As defined in the MLCC Servicing
Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of July 28, 2000 between WFHM, as seller, and the Seller, as
purchaser.
Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Sections
2.02, 2.03 or 2.06 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3 Mortgage Loan, the name of the Servicer with
respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Sections 2.02, 2.03 or 2.06, in each case
as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.25
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 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 Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer or delivered to the Trustee, in each case detailing the reasons for
such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates and the Premium
Payment according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Notice of Nonpayment: The notice to be delivered by the Trustee to
Ambac with respect to any Distribution Date as to which there is a Class A-4
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.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or fifth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5
and Class A-R Certificates, as set forth in Section 11.06.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.19.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicing Agreements: The Servicing Agreements other than the
WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements or, in the case of each Mortgage Loan serviced by
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 registered trademark Guaranty Agreement for Real
Estate: As defined in the MLCC Servicing Agreement.
Parent Power registered trademark Guaranty and Security Agreement
for Security Account: As defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other
than Class A-4 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-4 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 B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Policy: The irrevocable Ambac Insurance Policy No. AB0381BE,
including any endorsements thereto, issued by Ambac with respect to the Class
A-4 Certificates, in the form attached hereto as Exhibit N.
Policy Payments Account: The account maintained pursuant to Section
4.08(b).
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Class A Certificates and Class B Certificates
on such Distribution Date, which shall be the sum of (i) all previously
undistributed payments or other receipts on account of principal and interest on
or in respect of the Mortgage Loans (including, without limitation, the proceeds
of any repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all
other amounts required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii) the
Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt, and
all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 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 Mortgage Loan substituted
for a Mortgage Loan pursuant to Sections 2.02, 2.03 or 2.06 on or following the
Determination Date in the month in which such Distribution Date occurs and the
unpaid principal balance of such Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by clauses
(a) through (h) above, or not required to be deposited in the Certificate
Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Payment: As to any Distribution Date, (i) the product of (a)
1/12th of 0.060% and (b) the Principal Balance of the Class A-4 Certificates as
of the Determination Date immediately preceding such Distribution Date minus
(ii) the Premium Percentage of (x) any Non-Supported Interest Shortfall
allocated to the Class A Certificates and the Premium Payment with respect to
such Distribution Date, (y) the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class
A Certificates and the Premium Payment with respect to such Distribution Date
pursuant to Section 4.02(e) and (z) the interest portion of any Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) allocated to the Class A Certificates and the Premium Payment
on or after the Cross-Over Date pursuant to Section 4.02(e).
Premium Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Payment (determined without regard to clause
(ii) of the definition thereof) by the sum of (a) the Class A Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount) and (b) the Premium Payment (determined without regard
to clause (ii) of the definition of Premium Payment).
Premium Shortfall Amount: As to any Distribution Date, any amount by
which the Premium Payment with respect to such Distribution Date exceeds the
amount distributed to Ambac on such Distribution Date pursuant to Paragraph
first of Section 4.01(a).
Premium Unpaid Shortfall: As to any Distribution Date, the amount,
if any, by which the aggregate of the Premium Shortfall Amounts for prior
Distribution Dates is in excess of the amounts distributed to Ambac on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a).
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Cross-Over Date and as to any
Class of Class A Certificates (other than the Class A-PO Certificates), the
Original Principal Balance of such Class (increased in the case of the Accrual
Certificates by the Accrual Distribution Amounts with respect to prior
Distribution Dates for such Accrual Certificates) less the sum of (a) all
amounts previously distributed in respect of such Class on prior Distribution
Dates (i) pursuant to Paragraph third clause (A) of Section 4.01(a) and from the
Rounding Account, (ii) as a result of a Principal Adjustment and (iii), if
applicable, from the Accrual Distribution Amounts for such prior Distribution
Dates and (b) the Realized Losses allocated through such Determination Date to
such Class pursuant to Section 4.02(b). After the Cross-Over Date, each such
Principal Balance of a Class of Class A Certificates will also be reduced (if
clause (i) is greater than clause (ii)) or increased (if clause (i) is less than
clause (ii)) on each Determination Date by an amount equal to the product of the
Class A Loss Percentage of such Class and the difference, if any, between (i)
the Class A Non-PO Principal Balance as of such Determination Date without
regard to this sentence and (ii) the difference between (A) the Adjusted Pool
Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount (PO
Portion) for the preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class A-PO Certificates, the Original Principal Balance of such
Class less the sum of (a) all amounts previously distributed in respect of the
Class A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, the Adjusted Pool Amount (PO
Portion) for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance (plus any Accrual Distribution
Amounts previously added to the Principal Balance of the Class A-3 Certificates)
less all amounts previously distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph third clause (A) of Section 4.01(a),
Paragraph third clause (B) of Section 4.01(a), or Paragraphs seventh, tenth,
thirteenth, sixteenth, nineteenth or twenty-second of Section 4.01(a).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated July 19, 2000 as supplemented by
the prospectus supplement dated July 19, 2000, relating to the Class A, Class
B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates are S&P and
Fitch. The Rating Agency for the Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is Fitch. If any such agency or a successor is no longer
in existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee, Ambac and the Master Servicer. References herein
to the highest short-term rating category of a Rating Agency shall mean F-1+ in
the case of Fitch, A-1+ in the case of S&P 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. "The REMIC" means the REMIC constituted by the Trust Estate,
other than the Reserve Fund, the Policy and the Policy Payment Account.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Reserve Fund: The separate non-interest bearing trust account
established with the Trustee and maintained by the Trustee pursuant to Section
4.06 for the benefit of the Class A-4 Certificateholders. The Reserve Fund shall
be an Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the
lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-4 Certificates.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rounding Account: The special account established with the Trustee
and maintained by the Trustee pursuant to Section 4.07(e). The Rounding Account
shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the amount,
if any, required to be withdrawn from the Rounding Account pursuant to Section
4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard & Poor's, or its successor in interest.
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, HomeSide Lending, Inc., Merrill Lynch
Credit Corporation, Hibernia National Bank, The Huntington Mortgage Company,
First Nationwide Mortgage Corporation, SunTrust Mortgage, Inc., Brenton
Mortgages, Inc. and Keystone Financial Mortgage as a Servicer under the related
Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $3,149,540.00 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and after the
Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee, to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure, the Reserve Fund, the Rounding Account and the rights of the
Trustee under the Policy.
Trustee: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Class
A Principal Balance and the Class B Principal Balance. Each Certificateholder of
a Class will have a Voting Interest equal to the product of the Voting Interest
to which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: 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 and Exhibit F-2 Mortgage Loans
initially by WFHM.
SECTION 1.02 ACTS OF HOLDERS.
---------------
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
----------------------------------------
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
---------------------
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates 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 registered trademark Guaranty and Security
Agreement for Securities Account and each Parent Power registered trademark
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 Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by WFHM or the applicable WFHM
Correspondent to be a true and complete copy of the document sent for recording,
and the Seller shall use its best efforts to cause each such original recorded
document or certified copy thereof to be delivered to the Trustee promptly
following its recordation, but in no event later than one (1) year following the
Closing Date. If any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc. ("MERS") or its designee, no assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall take all actions as are necessary to
cause the Trust Estate to be shown as the owner of the related Mortgage Loan on
the records of MERS for the purpose of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The Seller shall also
cause to be delivered to the Trustee any other original mortgage loan document
to be included in the Owner Mortgage Loan File if a copy thereof has been
delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trustee within one (1) year following the Closing Date any
original Mortgage or assignment of a Mortgage (except with respect to any
Mortgage recorded in the name of MERS) not delivered to the Trustee on the
Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, in the states as to
which the Trustee has received an Opinion of Counsel acceptable to it that such
recording is not required to make an assignment effective against the parties to
the Mortgage or subsequent purchasers or encumbrancers of the Mortgaged
Property. In the event that the Master Servicer receives notice that recording
is required to protect the right, title and interest of the Trustee in and to
any such Mortgage Loan for which recordation of an assignment has not previously
been required, the Master Servicer shall promptly notify the Trustee and the
Trustee shall within five Business Days (or such other reasonable period of time
mutually agreed upon by the Master Servicer and the Trustee) of its receipt of
such notice deliver each previously unrecorded assignment to the related
Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
---------------------
The Trustee, acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments (unless the related Mortgage has been registered in
the name of MERS or its designee) and other documents required to be delivered
on the Closing Date pursuant to Section 2.01 above and declares that it holds
and will hold such documents and the other documents constituting a part of the
Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set
forth, for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment (or, in the case of a Mortgage Loan registered in the name of MERS or
its designee, the Master Servicer shall take all necessary action to reflect
such assignment on the records of MERS), in each case without recourse, as shall
be necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee, in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER AND THE SELLER.
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(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Fannie Mae or Freddie Mac,
issued by a title insurer acceptable to Fannie Mae or Freddie Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Trustee, no
claims have been made under such mortgagee title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Fannie Mae or Freddie Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
--------------------------------------
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, has executed and delivered to or upon the order of the Seller, in
exchange for the Mortgage Loans together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which evidence ownership of the entire
Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF
STARTUP DAY AND LATEST POSSIBLE MATURITY DATE.
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The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R Certificate) and the Classes of Class B Certificates
as classes of "regular interests" and the Class A-R Certificate as the single
class of "residual interest" in the REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9).
The "latest possible maturity date" of the regular interests in the REMIC is
August 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 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.
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(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements, 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 registered trademark Guaranty and
Security Agreement for Securities Account or the Parent Power registered
trademark 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 Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date shall be invested for the account of the Master Servicer and
any investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE
ACCOUNT.
------------------------------------------
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it (including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUSTEE.
---------------------------------------
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to make Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of WFHM or such Other Servicer, as the case may be, (ii) the amount
actually advanced by WFHM or such Other Servicer, (iii) the amount that the
Trustee or Master Servicer is required to advance hereunder, including any
amount the Master Servicer is required to advance pursuant to the second
sentence of this Section 3.03(a) and (iv) whether the Master Servicer has
determined that it reasonably believes that such Periodic Advance is a
Nonrecoverable Advance. Amounts advanced by the Trustee or Master Servicer shall
be deposited in the Certificate Account on the related Distribution Date.
Notwithstanding the foregoing, neither the Master Servicer nor the Trustee will
be obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trustee may conclusively rely for any determination
to be made by it hereunder upon the determination of the Master Servicer as set
forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trustee that such failure has occurred.
Upon receipt of such certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04 TRUSTEE TO COOPERATE; RELEASE OF OWNER MORTGAGE
LOAN FILES.
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Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer
pursuant to clause (ii) of the preceding paragraph, the Trustee shall execute
and deliver to the Master Servicer or such Servicer, as directed by the Master
Servicer, court pleadings, requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall
include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE
STATEMENTS.
-----------------------------------------
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current Fannie Mae monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO
MORTGAGE LOAN.
--------------------------------------------
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of a REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION
OF STANDARD PROVISIONS.
------------------------------------------------
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing
the applicable Remittance Date to the 18th day of each month (or if such day is
not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
----------------------
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's and the Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the REMIC or the Trust Estate. The
Master Servicer shall have full power and authority in its sole discretion to
take any action with respect to the Trust Estate as may be necessary or
advisable to avoid the circumstances specified including clause (ii) or (iii) of
the preceding sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Trustee or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, WFHM requests the Seller to repurchase and to sell to WFHM to
facilitate the exercise of WFHM's rights against the originator or a prior
holder of such Mortgage Loan. The purchase price for any such Mortgage Loan
shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate for such Mortgage Loan, through
the last day of the month in which such repurchase occurs. Upon the receipt of
such purchase price, the Master Servicer shall provide to the Trustee the
certification required by Section 3.04 and the Trustee and the Custodian, if
any, shall promptly release to the Seller the Owner Mortgage Loan File relating
to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.
MLCC Additional Collateral 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 Trustee shall have received an Opinion
of Counsel that such ownership shall not cause the Trust Estate to fail to
qualify as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) (without, in
the case of the Class A-4 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 Trustee
is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee
provides WFHM written notice of the failure to make such advance and such
failure shall continue unremedied for a period of 15 days after receipt of such
notice, the Trustee shall terminate the WFHM Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
---------------------------------------
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
-----------
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
-------------
(a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Class A Certificates and to Ambac, pro rata, based
upon their respective Interest Accrual Amounts and the Premium Payment,
respectively, in an aggregate amount up to the sum of the Class A Interest
Accrual Amount and the Premium Payment with respect to such Distribution
Date; provided that prior to the Accretion Termination Date, an amount
equal to the amount that would otherwise be distributable in respect of
interest to the Accrual Certificates pursuant to this provision will
instead be distributed in reduction of the Principal Balances of certain
Classes of Class A Certificates, in each case in accordance with Section
4.01(b);
second, to the Class A Certificates and Ambac, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls and Premium Unpaid
Shortfalls, respectively, in an aggregate amount up to the sum of the
Aggregate Class A Unpaid Interest Shortfall and Premium Unpaid Shortfall;
provided that prior to the Accretion Termination Date, an amount equal to
the amount that would otherwise be distributable in respect of unpaid
interest shortfalls to the Accrual Certificates pursuant to this provision
will instead be distributed in reduction of the Principal Balances of
certain Classes of Class A Certificates, in each case in accordance with
Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such
Classes in accordance with Section 4.01(b) or Section 4.01(c), as
applicable, and (B) to the Class A-PO Certificates in an amount up to the
Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls). In addition,
Ambac will not be entitled to its Premium Payments and Premium Unpaid Shortfalls
after the Principal Balance of the Class A-4 Certificates has been reduced to
zero.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class B Certificates will be allocated
to the Classes of Class A Certificates (other than the Class A-PO Certificates)
and any Class of Class B Certificates with a lower numerical designation pro
rata based on their outstanding Principal Balances.
(b) On each Distribution Date prior to the Cross-Over Date, the
Class A Non-PO Principal Distribution Amount will be allocated and distributed
in reduction of the Principal Balances of the Class A Certificates (other than
the Principal Balance of the Class A-PO Certificates) in accordance with the
following priorities:
I. On each Distribution Date occurring prior to the Accretion
Termination Date, the Accrual Distribution Amount for the Class A-3
Certificates will be allocated sequentially as follows:
first, concurrently, until the Principal Balance of the Class A-2
Certificates has been reduced to zero, as follows:
(a) 77.1761466979%, to the Class A-2 Certificates; and
(b) 22.8238533021%, sequentially, as follows:
(i) to the Class A-1 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(ii) concurrently, to the Class A-4 and Class A-5
Certificates, pro rata, based on their respective Original
Principal Balances; and
second, to the Class A-3 Certificates, until the Principal Balance
thereof has been reduced to zero.
II. The Class A Non-PO Principal Amount will be allocated
sequentially as follows:
first, to the Class A-R Certificate, until the Principal Balance
thereof has been reduced to zero;
second, on each Distribution Date on or after the Distribution Date
in August 2003, concurrently, to the Class A-4 and Class A-5 Certificates,
pro rata, based on their respective Original Principal Balances, up to
$36,053.33 for such Distribution Date, until the Principal Balance of each
such Class has been reduced to zero;
third, concurrently, until the Principal Balance of the Class A-2
Certificates has been reduced to zero, as follows:
(a) 77.1761466979%, to the Class A-2 Certificates; and
(b) 22.8238533021%, sequentially, as follows:
(i) to the Class A-1 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(ii) concurrently, to the Class A-4 and Class A-5
Certificates, pro rata, based on their respective Original
Principal Balances; and
fourth, to the Class A-3 Certificates, until the Principal Balance
thereof has been reduced to zero; and
fifth, concurrently, to the Class A-4 and Class A-5 Certificates,
pro rata, based on their respective Original Principal Balances, until the
Principal Balance of each such Class has been reduced to zero.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, the Class A Non-PO Principal
Distribution Amount shall be distributed among the Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or the priorities
set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less
than the Original Class B-1 Fractional Interest and the Class
B-1 Principal Balance is greater than zero, the Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal;
or
(B) if the Current Class B-2 Fractional Interest is less
than the Original Class B-2 Fractional Interest and the Class
B-2 Principal Balance is greater than zero, the Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(C) if the Current Class B-3 Fractional Interest is less
than the Original Class B-3 Fractional Interest and the Class
B-3 Principal Balance is greater than zero, the Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less
than the Original Class B-4 Fractional Interest and the Class
B-4 Principal Balance is greater than zero, the Class B-5 and
Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less
than the Original Class B-5 Fractional Interest and the Class
B-5 Principal Balance is greater than zero, the Class B-6
Certificates shall not be eligible to receive distributions of
principal.
(ii) Notwithstanding the foregoing, if on any Distribution
Date the aggregate distributions to Holders of the Classes of Class
B Certificates entitled to receive distributions of principal would
reduce the Principal Balances of the Classes of Class B Certificates
entitled to receive distributions of principal below zero, first the
Class B Prepayment Percentage of any affected Class of Class B
Certificates for such Distribution Date beginning with the affected
Class with the lowest numerical Class designation and then, if
necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the
respective percentages necessary to bring the Principal Balance of
such Class of Class B Certificates to zero. The Class B Prepayment
Percentages and the Class B Percentages of the remaining Classes of
Class B Certificates will be recomputed substituting for the
Subordinated Prepayment Percentage and Subordinated Percentage in
such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may
be, and (B) the percentages determined in accordance with the
preceding sentence necessary to bring the Principal Balances of the
affected Classes of Class B Certificates to zero; provided, however,
that if the Principal Balances of all the Classes of Class B
Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment
Percentage and the Class B Percentage of the Class of Class B
Certificates with the lowest numerical Class designation which would
otherwise be ineligible to receive distributions of principal in
accordance with this Section shall equal the remainder of the
Subordinated Prepayment Percentage for such Distribution Date minus
the sum of the Class B Prepayment Percentages of the Classes of
Class B Certificates having lower numerical Class designations, if
any, and the remainder of the Subordinated Percentage for such
Distribution Date minus the sum of the Class B Percentages of the
Classes of Class B Certificates having lower numerical Class
designations, if any, respectively. Any entitlement of any Class of
Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being
eligible to receive principal distributions for the purpose of
applying the definition of its Class B Percentage or Class B
Prepayment Percentage.
(e) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record on the preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution to Certificateholders
or in the last paragraph of this Section 4.01(e) respecting the final
distribution in respect of any Class) either in immediately available funds by
wire transfer to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder holds
Certificates having a Denomination at least equal to that specified in Section
11.23, and has so notified the Master Servicer or, if applicable, the Paying
Agent at least seven Business Days prior to the Distribution Date or, if such
Holder holds Certificates having, in the aggregate, a Denomination less than the
requisite minimum Denomination or if such Holder holds the Class A-R Certificate
or has not so notified the Paying Agent, by check mailed to such Holder at the
address of such Holder appearing in the Certificate Register, such Holder's
share of the Class A Distribution Amount with respect to each Class of Class A
Certificates (other than the Class A-4 Certificates) and the Class B
Distribution Amount with respect to each Class of Class B Certificates and, in
the case of the Class A-4 Certificates, as provided in Section 4.07.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-R Certificate) or the Principal Balance of any Class of
Class B Certificates would be reduced to zero, the Master Servicer shall, as
soon as practicable after the Determination Date relating to such Distribution
Date, send a notice to the Trustee. The Trustee will then send a notice to each
Certificateholder of such Class with a copy to the Certificate Registrar,
specifying that the final distribution with respect to such Class will be made
on such Distribution Date only upon the presentation and surrender of such
Certificateholder's Certificates at the office or agency of the Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
-----------------------------
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal
Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal
Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal
Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal
Balance has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and Class A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date to the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and the Premium Payment and (ii) the Class B Certificates,
pro rata based on the Class A Interest Accrual Amount and the Premium Payment
and the Class B Interest Accrual Amount for the related Distribution Date,
without regard to any reduction pursuant to this sentence. Any such loss
allocated to the Class A Certificates and the Premium Payment shall be allocated
among the outstanding Classes of Class A Certificates and the Premium Payment
based on each Class's Class A Interest Percentage and the Premium Percentage, as
the case may be. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates and the
Premium Payment based on their Class A Interest Percentages and the Premium
Percentage, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
SECTION 4.03 PAYING AGENT.
------------
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer
in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORTS TO THE
TRUSTEE, AMBAC AND THE SELLER.
------------------------------------------------
Concurrently with each distribution pursuant to Section 4.01(e), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate, 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
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class of Class A
Certificates for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of
the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by WFHM and, collectively, by the Other Servicers as of
such Distribution Date;
(x) the Class A Percentage for 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 Class 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 B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after
the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class A-PO Deferred Amount, if any;
(xxiv) in the case of the Class A-4 Certificates, (a) the Class A-4
Distribution Deficiency, if any, for such Distribution Date, (b) amounts,
if any in respect of the Class A-4 Distribution Deficiency paid under the
Policy and (c) the amounts attributable to the Class A-4 Certificates;
(xxv) in the case of the Class A-4 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date;
(xxvi) the amount of PMI Advances made by a Servicer, if any; 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 Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class A-R 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
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Class A Distribution Amount with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates. Upon receipt of any such statement, the
Trustee shall promptly forward a copy of such statement to 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 Trustee and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE
SERVICE.
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The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 RESERVE FUNDS.
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(a) A separate Reserve Fund shall be established on the Closing Date
for the Class A-4 Certificates. The Reserve Fund shall be maintained by the
Trustee in accordance with this Section 4.06. At the time the Reserve Fund is
established, the Seller shall cause to be deposited into the Reserve Fund the
amount of $3,000.00.
With respect to each Distribution Date, the applicable Reserve
Withdrawal shall be withdrawn by the Trustee from the amount on deposit in the
Reserve Fund in accordance with this Section 4.06 and distributed on such
Distribution Date to the Holders of the Class A-4 Certificates, pro rata, based
on Percentage Interest.
Notwithstanding anything herein to the contrary, on the Distribution
Date on which the Class A Principal Balance of the Class A-4 Certificates has
been reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Bear Stearns at the address provided by it to the Trustee.
(b) The Reserve Fund will be an "outside reserve fund" under the
REMIC Provisions that is beneficially owned for federal income tax purposes by
Bear Stearns, which shall report all income, gain, deduction or loss with
respect thereto, and will not be an asset of the REMIC.
SECTION 4.07 DISTRIBUTIONS IN REDUCTION OF THE CLASS A-4
CERTIFICATES.
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Distributions in reduction of the Principal Balance of the Class A-4
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-4 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-4 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-4 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-4 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-4 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-4
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trustee no later than the
close of business on the related Record Date. Requests for distributions which
are received by the Clearing Agency and forwarded to, and received by, the
Trustee after the related Record Date and requests, in either case, for
distributions not accepted with respect to any Distribution Date, will be
treated as requests for distributions in reduction of the principal balance of
Class A-4 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-4
Certificate, all in accordance with the procedures of the Clearing Agency and
the Trustee. Upon the transfer of beneficial ownership of any Class A-4
Certificate, any distribution request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee of notification of such withdrawal in the manner required by the
Clearing Agency under its APUT System.
Distributions in reduction of the principal balance of the Class A-4
Certificates will be applied, in the aggregate with respect to such Class, in an
amount equal to the Class A Non-PO Principal Distribution Amount allocable to
such Class pursuant to Section 4.01(b) plus any amounts distributable to the
Class A-4 Certificates as a payment under the Policy of a Class A-4 Principal
Loss Amount of the type described in clause (i) of the respective definitions
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 Class A Non-PO Principal
Distribution Amount allocable to distributions in reduction of the Principal
Balance of the Class A-4 Certificates on any Distribution Date plus any amounts
distributable to the Class A-4 Certificates as a payment under the Policy of a
Class A-4 Principal Loss Amount of the type described in clause (i) of the
respective definitions hereof (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-4 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-4 Certificates will be made by mandatory distribution pursuant to
Section 4.07(d).
(b) A Class A-4 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-4 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-4 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-4 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-4 Certificates greater than the number of Individual Class
A-4 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-4
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-4 Certificates
will be deemed to be the death of the Beneficial Owner of such Class A-4
Certificates regardless of the registration of ownership, if such beneficial
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of street name or nominee
ownership, ownership by a Trustee, ownership under the Uniform Gifts to Minors
Act and community property or other joint ownership arrangements between a
husband and wife. Beneficial interests shall include the power to sell, transfer
or otherwise dispose of a Class A-4 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-4 Certificates payable with respect thereto.
The Trustee shall not be under any duty to determine independently the
occurrence of the death of any deceased Beneficial Owner. The Trustee may rely
entirely upon documentation delivered to it pursuant to Section 4.07(c) in
establishing the eligibility of any Beneficial Owner to receive the priority
accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance
of Class A-4 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-4
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Clearing Agency Participant should in
turn make the request of the Clearing Agency (or, in the case of a Clearing
Agency Indirect Participant, such Clearing Agency Indirect Participant must
notify the related Clearing Agency Participant of such request, which Clearing
Agency Participant should make the request of the Clearing Agency) in the manner
required under the rules and regulations of the Clearing Agency's APUT System
and provided to the Clearing Agency Participant. Upon receipt of such request,
the Clearing Agency will date and time stamp such request and forward such
request to the Trustee. The Clearing Agency may establish such procedures as it
deems fair and equitable to establish the order of receipt of requests for such
distributions received by it on the same day. Neither the Master Servicer nor
the Trustee shall be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Clearing Agency, a Clearing
Agency Participant or any Clearing Agency Indirect Participant.
The Trustee shall maintain a list of those Clearing Agency
Participants representing the appropriate Beneficial Owners of Class A-4
Certificates that have submitted requests for distributions in reduction of the
principal balance of Certificates of such Class, together with the order of
receipt and the amounts of such requests. The Clearing Agency will honor
requests for distributions in the order of their receipt (subject to the
priorities described in Section 4.07(a) above). The Trustee shall notify the
Clearing Agency and the appropriate Clearing Agency Participants as to which
requests should be honored on each Distribution Date. Requests shall be honored
by the Clearing Agency in accordance with the procedures, and subject to the
priorities and limitations, described in this Section 4.07. The exact procedures
to be followed by the Trustee and the Clearing Agency for purposes of
determining such priorities and limitations will be those established from time
to time by the Trustee or the Clearing Agency, as the case may be. The decisions
of the Trustee and the Clearing Agency concerning such matters will be final and
binding on all affected persons.
Individual Class A-4 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-4 Certificate which has requested
a distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trustee. If such notice of withdrawal of a request for distribution has not
been received by the Clearing Agency and forwarded to the Trustee on or before
the Record Date for the next Distribution Date, the previously made request for
distribution will be irrevocable with respect to the making of distributions in
reduction of the Principal Balance of Class A-4 Certificates on such
Distribution Date.
In the event any requests for distributions in reduction of the
principal balance of Class A-4 Certificates are rejected by the Trustee for
failure to comply with the requirements of this Section 4.07, the Trustee shall
return such request to the appropriate Clearing Agency Participant with a copy
to the Clearing Agency with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Principal Balance of Class A-4 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-4 Certificates will be made by mandatory distributions in
reduction thereof. Such mandatory distributions on Individual Class A-4
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-4 Certificates on the next succeeding
Distribution Date on which mandatory distributions are to be made, the principal
balance of Class A-4 Certificates would not be reduced to zero, the Individual
Class A-4 Certificates to which such distributions will be applied shall be
selected by the Clearing Agency from those Class A-4 Certificates not otherwise
receiving distributions in reduction of the principal balance on such
Distribution Date. The Trustee shall notify the Clearing Agency of the aggregate
amount of the mandatory distribution in reduction of the Principal Balance of
the Class A-4 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-4 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-4 Certificates selected
for mandatory distributions in reduction of the principal balance are required
to provide notice of such mandatory distributions to the affected Beneficial
Owners. The Master Servicer agrees to notify the Trustee of the amount of
distributions in reduction of the principal balance of Class A-4 Certificates to
be made on each Distribution Date in a timely manner such that the Trustee may
fulfill its obligations pursuant to the Letter of Representations dated the
Business Day immediately preceding the Closing Date among the Seller, the
Trustee and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established
with the Trustee and the Seller shall cause to be initially deposited with the
Trustee a $999.99 deposit for the Rounding Account. On each Distribution Date on
which a distribution is made in reduction of the principal balance of the Class
A-4 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-4 Certificates. Rounding of such distribution on the Class A-4
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-4 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-4 Certificates are to be
made, the aggregate amount of such distributions allocable to the Class A-4
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-4
Certificates; this process shall continue on succeeding Distribution Dates until
the Class A Principal Balance of the Class A-4 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-4 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-4
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-R 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-4 Principal Loss Amount, distributions in reduction of the Principal
Balance of the Class A-4 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-4 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-4 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-4
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-4 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
Trustee determines that there will be a Class A-4 Distribution Deficiency for
such Distribution Date, the Trustee shall determine the amount of such Class A-4
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
Trustee shall establish a separate special purpose trust account in the name of
the Trustee for the benefit of Holders of the Class A-4 Certificates referred to
herein as the "Policy Payments Account" over which the Trustee shall have
exclusive control and sole right of withdrawal. The Trustee shall deposit any
amounts paid under the Policy into the Policy Payments Account and distribute
such amounts only for purposes of payment to Holders of the Class A-4
Certificates of the Class A-4 Distribution Deficiency for which a claim was made
and such amounts may not be applied to satisfy any costs, expenses or
liabilities of the Trustee or the Trust Estate. Amounts paid under the Policy
shall be disbursed by the Trustee to Holders of the Class A-4 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-4 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-4 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-4
Certificates and Ambac pursuant to Section 4.04. Funds held in the Policy
Payments Account shall not be invested by the Trustee.
On any Distribution Date with respect to which a claim has been made
under the Policy, the amount of any funds received by the Trustee as a result of
the claim under the Policy to the extent necessary to make distributions on the
Class A-4 Certificates equal to the Class A-4 Distribution Deficiency on such
Distribution Date shall be withdrawn from the Policy Payments Account and
applied by the Trustee to the payment in full of the Class A-4 Distribution
Deficiency. Any funds deposited into the Policy Payments Account in respect of
the Class A-4 Certificates that are remaining therein on the first Business Day
following a Distribution Date after the Class A-4 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 Trustee shall keep a complete and accurate record of the
Class A-4 Interest Loss Amount, the Class A-4 Principal Loss Amount and any
Non-Supported Interest Shortfall allocated to the Class A-4 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 Trustee.
(d) In the event that the Trustee has received a certified copy of
an order of the appropriate court that any distributions in reduction of the
principal balance of or interest on a Class A-4 Certificate has been avoided in
whole or in part as a preference payment under applicable bankruptcy law, the
Trustee 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 Trustee
and the Trustee 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-4
Certificates, if any, which have been made by the Trustee and subsequently
recovered from Holders, and the dates on which such distributions were made.
Such payment under the applicable Policy shall be disbursed to the receiver,
conservator, debtor-in-possession or Trustee in bankruptcy named in the order
and not to the Trustee or any Class A-4 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or Trustee in bankruptcy named in the order, in which case
such payment shall be disbursed to the Trustee for distribution to such
Certificateholder upon proof of such payment reasonably satisfactory to Ambac).
(e) The Trustee 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-4 Certificates as
to which it has actual knowledge. Each Holder of a Class A-4 Certificate, by its
purchase of such Certificates and the Trustee 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 Trustee and each Holder in the conduct of any Preference Claim, including,
without limitation, all rights of any party to an adversary proceeding or action
with respect to any court order issued in connection with any such Preference
Claim.
(f) The Trustee acknowledges, and each Holder of a Class A-4
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 Class A
Unpaid Interest Shortfalls, Non-Supported Interest Shortfalls allocated to such
Certificates and recoveries, if any, with respect to the Class A-4 Principal
Loss Amounts with respect to amounts paid under the Policy. The Class A-4
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 11.27.
(h) The Trustee shall surrender the Policy to Ambac for cancellation
upon the expiration of the term of the Policy as provided in the Policy.
SECTION 4.09 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
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The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
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(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-R
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class (other than the Class A-R
Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class), and shall be
substantially in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4,
A-5, A-PO, A-R, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trustee to or upon the order of the Seller upon receipt by the
Trustee or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion evidenced by the Class A and Class B Certificates
shall be the sum of the amounts specifically set forth in the respective
Certificates. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such Certificate a certificate of authentication executed by
the Authenticating Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
----------------------------
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trustee or the Seller may, if such transfer is to be made within three
years after the later of (i) the date of the initial sale of Certificates or
(ii) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, require a Class B-4, Class B-5 or
Class B-6 Certificateholder to deliver a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Seller, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class B-4, Class B-5 or Class B-6
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class B-4, Class B-5 or Class B-6 Certificates under said Act or
any other securities law.
(c) No transfer of a Class B Certificate shall be made unless the
Trustee and the Seller shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class B-4, Class
B-5 or Class B-6 Certificate, or in the form of Exhibit K hereto, in the case of
a Class B-1, Class B-2 or Class B-3 Certificate, to the effect that either (a)
such transferee is not an employee benefit plan or other retirement arrangement
subject to Title I of ERISA or Code Section 4975, or a governmental plan, as
defined in Section 3(32) of ERISA, subject to any federal, state or local law
("Similar Law") which is to a material extent similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") and is not a person
acting on behalf of or using the assets of any such Plan, which representation
letter shall not be an expense of the Trustee, the Seller or the Master Servicer
or (b) 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 Certificate is
covered by Sections I and III of PTE 95-60 or (ii) in the case of any such Class
B Certificate presented for registration in the name of a Plan, or a trustee of
any such Plan, (A) an Opinion of Counsel satisfactory to the Trustee and the
Seller to the effect that the purchase or holding of such Class B Certificate
will not result in the assets of the Trust Estate being deemed to be "plan
assets" and subject to the prohibited transaction provisions of ERISA, the Code
or Similar Law and will not subject the Trustee, the Seller or the Master
Servicer to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Seller or
the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trustee, the Seller or the Master
Servicer. The Class B Certificates shall bear a legend referring to the
foregoing restrictions contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class A-R Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class A-R
Certificate will not be disregarded for federal income tax purposes (any such
person who is not covered by clauses (i), (ii) or (iii) above being referred to
herein as a "Non-permitted Foreign Holder"), and any such purported transfer
shall be void and have no effect. The Trustee shall not execute, and shall not
authenticate (or cause the Authenticating Agent to authenticate) and deliver, a
new Class A-R Certificate in connection with any such transfer to a disqualified
organization or agent thereof (including a broker, nominee or middleman), an
ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the
Certificate Registrar nor the Trustee shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R
Certificate, unless the transferor shall have provided to the Trustee an
affidavit, substantially in the form attached as Exhibit H hereto, signed by the
transferee, to the effect that the transferee is not such a disqualified
organization, an agent (including a broker, nominee, or middleman) for any
entity as to which the transferee has not received a substantially similar
affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which
affidavit shall contain the consent of the transferee to any such amendments of
this Agreement as may be required to further effectuate the foregoing
restrictions on transfer of the Class A-R Certificate to disqualified
organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such
affidavit shall also contain the statement of the transferee that (i) the
transferee has historically paid its debts as they have come due and intends to
do so in the future, (ii) the transferee understands that it may incur
liabilities in excess of cash flows generated by the residual interest, (iii)
the transferee intends to pay taxes associated with holding the residual
interest as they become due and (iv) the transferee will not transfer the Class
A-R Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R Certificate, shall be
accompanied by a written statement in the form attached as Exhibit I hereto,
signed by the transferor, to the effect that as of the time of the transfer, the
transferor has no actual knowledge that the transferee is a disqualified
organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has
no knowledge or reason to know that the statements made by the transferee with
respect to clauses (i) and (iii) of the last sentence of the preceding paragraph
are not true. The Class A-R Certificate shall bear a legend referring to the
foregoing restrictions contained in this paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R Certificate as completely as if such
transfer had never occurred, provided that the Master Servicer may, but is not
required to, recover any distributions made to such transferee with respect to
the Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class A-R Certificate or
such agent (within 60 days of the request therefor by the transferor or agent)
such information necessary to the application of Code Section 860E(e) as may be
required by the Code, including but not limited to the present value of the
total anticipated excess inclusions with respect to the Class A-R Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
---------------------
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
-----------------------------------------------
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
-------------------------------
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
-----------------------
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners or (iv) upon the
occurrence of the events specified in Section 4.07(g), the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
--------------------------
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<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 Fannie Mae or Freddie Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
-------------------------------------------------
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, including, without limitation, any legal action against the
Trustee in its capacity as Trustee hereunder, other than any loss, liability or
expense (including, without limitation, expenses payable by the Master Servicer
under Section 8.06) incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of his or its duties hereunder or by reason
of reckless disregard of his or its obligations and duties hereunder. The
Seller, the Master Servicer and any of the directors, officers, employees or
agents of either may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any Person respecting any matters
arising hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A Certificates and Class B Certificates in the
same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
----------------------------------
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee, a
copy of which shall be delivered, but not addressed, to Ambac. No such
resignation shall become effective until the Trustee or a successor servicer
shall have assumed the Master Servicer's responsibilities, duties, liabilities
and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
-----------------------------------
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER.
--------------------------------------------
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for Fannie Mae or Freddie Mac,
is satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency (without, in the case of the Class A-4 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 or the
Seller under this Agreement, incurred by it prior to the time that the
conditions contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER
SERVICER.
-----------------------------------------------
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
-----------------
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(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 Fannie Mae and Freddie Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
-------------------------
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF
TRUSTEE DURING EVENT OF DEFAULT.
----------------------------------------------
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER
SERVICER AND UPON EVENT OF DEFAULT.
------------------------------------------
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
----------------------------------------
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) (without, in the case of the Class A-4 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 Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
-----------------
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
-------------------------------------
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) The Trustee may consult with counsel, and any written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
SECTION 8.03 TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
------------------------------------------
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee shall be repaid
by the Master Servicer upon demand.
SECTION 8.04 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
LOANS.
-----------------------------------------------
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE MAY OWN CERTIFICATES.
----------------------------
The Trustee, and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
--------------------------------------------
The Master Servicer covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
------------------------
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
-----------------------
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09 SUCCESSOR.
---------
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
-----------------------
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject the REMIC to federal, state or local tax or cause the REMIC to fail
to qualify as a REMIC, which Opinion of Counsel shall be at the sole expense of
the Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
--------------------
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
---------------------------------
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
-------------------------
The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
---------------------------------------------
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as a REMIC;
or (ii) cause the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on either the REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trustee, the Trustee, shall (i) prepare
or cause to be prepared, timely cause to be signed by the Trustee and file or
cause to be filed annual federal and applicable state and local income tax
returns using a calendar year as the taxable year for the REMIC and the accrual
method of accounting; (ii) in the first such federal tax return, make, or cause
to be made, elections satisfying the requirements of the REMIC Provisions, on
behalf of the Trust Estate, to treat the Trust Estate as a REMIC; (iii) prepare,
execute and forward, or cause to be prepared, executed and forwarded, to the
Certificateholders all information reports or tax returns required with respect
to the REMIC, as and when required to be provided to the Certificateholders, and
to the Internal Revenue Service and any other relevant governmental taxing
authority in accordance with the REMIC Provisions and any other applicable
federal, state or local laws, including without limitation information reports
relating to "original issue discount" and "market discount" as defined in the
Code based upon the issue prices, prepayment assumption and cash flows provided
by the Seller to the Trustee and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file Form
8811 and apply for an Employee Identification Number with a Form SS-4 or any
other permissible method and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans), other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns or information reports; (vii) exercise reasonable care not
to allow the creation of any "interests" in the REMIC within the meaning of Code
Section 860D(a)(2) other than the interests represented by the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-PO, Class A-R, Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates; (viii) exercise
reasonable care not to allow the occurrence of any "prohibited transactions"
within the meaning of Code Section 860F(a), unless the Master Servicer shall
have provided an Opinion of Counsel to the Trustee that such occurrence would
not (a) result in a taxable gain, (b) otherwise subject either the Trust Estate
or the REMIC to tax or (c) cause the Trust Estate to fail to qualify as a REMIC;
(ix) exercise reasonable care not to allow the REMIC to receive income from the
performance of services or from assets not permitted under the REMIC Provisions
to be held by a REMIC; (x) pay (on behalf of the REMIC) the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on the REMIC, when and
as the same shall be due and payable (but such obligation shall not prevent the
Master Servicer or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the REMIC within the meaning of
Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
designated as agent of the Class A-R Certificateholder for such purpose (or if
the Master Servicer is not so permitted, the Holder of the Class A-R Certificate
shall be the tax matters person in accordance with the REMIC Provisions). The
Master Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for
any taxes paid by it pursuant to clause (x) of the preceding sentence, except to
the extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the tax returns referred to in
clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trustee prepares any of the federal, state and local tax returns of the
REMIC as described above, the Trustee hereby indemnifies the Seller and the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Seller or the Master Servicer arising from the Trustee's willful misfeasance,
bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
----------------
In the event that WFHM fails to make a Periodic Advance required to
be made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trustee shall make a Periodic Advance as required by Section 3.03
hereof; provided, however, the Trustee shall not be required to make such
Periodic Advances if prohibited by law or if it determines that such Periodic
Advance would be a Nonrecoverable Advance. With respect to those Periodic
Advances which should have been made by WFHM, the Trustee shall be entitled,
pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR
LIQUIDATION OF ALL MORTGAGE LOANS.
------------------------------------------
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R Certificate, the amounts, if any, which remain on deposit in
the Certificate Account (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Section 4.02(a) hereof. Such distribution on
the Final Distribution Date shall be in lieu of the distribution otherwise
required to be made on such Distribution Date in respect of each Class of
Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
-----------------------------------
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the REMIC as of the date of such notice (or, if earlier,
the date on which the first such notice is mailed to Certificateholders).
The Master Servicer shall also specify such date in a statement attached
to the final tax return of the REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
---------
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee 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 a REMIC at all times that any Certificates are outstanding
or to avoid or minimize the risk of the imposition of any federal tax on the
Trust Estate or the REMIC pursuant to the Code that would be a claim against the
Trust Estate, provided that (a) the Trustee has received an Opinion of Counsel
to the effect that such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any such tax
and (b) such action shall not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Certificate Account
provided that such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Trust Estate or the REMIC or any of the Certificateholders will be subject to a
tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder. Notwithstanding the foregoing, any amendment
pursuant to clause (iv) or (vi) shall not be deemed to adversely affect in any
material respect the interest of Certificateholders and no Opinion of Counsel to
that effect shall be required if the person requesting the amendment instead
obtains a letter from each Rating Agency stating that the amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates (without, in the case of the Class A-4 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 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, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject the REMIC to tax or cause the Trust Estate to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period
for Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period
with respect to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
------------------------
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
------------------------------------------
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
---------------------------
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
-------
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Wells Fargo Asset Securities Corporation, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Wells Fargo 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, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee, in each case Attention: Corporate
Trust Department and (iv) in the case of 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 or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
--------------------------
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES AND AMBAC.
--------------------------------------------
(a) The Trustee 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 pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency and
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 CLASS A FIXED PASS-THROUGH RATE.
-------------------------------
The Class A Fixed Pass-Through Rate is 7.750% per annum.
SECTION 11.02 CUT-OFF DATE.
------------
The Cut-Off Date for the Certificates is July 1, 2000.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
----------------------------------------
The Cut-Off Date Aggregate Principal Balance is $200,199,024.90.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
---------------------------
The Original Class A Percentage is 95.97894100%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS A CERTIFICATES.
---------------------------------------------
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $30,000,000.00
Class A-2 $112,106,567.00
Class A-3 $13,000,000.00
Class A-4 $26,000,000.00
Class A-5 $10,053,333.00
Class A-PO $1,030,334.34
Class A-R $100.00
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
-----------------------------------------
The Original Class A Non-PO Principal Balance is $191,160,000.00.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
--------------------------------
The Original Subordinated Percentage is 4.02105900%.
SECTION 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
-----------------------------
The Original Class B-1 Percentage is 1.80952136%.
SECTION 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
-----------------------------
The Original Class B-2 Percentage is 0.85455199%.
SECTION 11.10 ORIGINAL CLASS B-3 PERCENTAGE.
-----------------------------
The Original Class B-3 Percentage is 0.50208695%.
SECTION 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
-----------------------------
The Original Class B-4 Percentage is 0.35196295%.
SECTION 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
-----------------------------
The Original Class B-5 Percentage is 0.20133687%.
SECTION 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
-----------------------------
The Original Class B-6 Percentage is 0.30159889%.
SECTION 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
----------------------------------
The Original Class B Principal Balance is $8,008,690.56.
SECTION 11.15 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF
CLASS B CERTIFICATES.
---------------------------------------------
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
------- -----------------
Class B-1 $3,604,000.00
Class B-2 $1,702,000.00
Class B-3 $1,000,000.00
Class B-4 $701,000.00
Class B-5 $401,000.00
SECTION 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-1 Fractional Interest is 2.21153764%.
SECTION 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-2 Fractional Interest is 1.35698565%.
SECTION 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-3 Fractional Interest is 0.85489870%.
SECTION 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-4 Fractional Interest is 0.50293575%.
SECTION 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
--------------------------------------
The Original Class B-5 Fractional Interest is 0.30159889%.
SECTION 11.21 CLOSING DATE.
------------
The Closing Date is July 28, 2000.
SECTION 11.22 RIGHT TO PURCHASE.
-----------------
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $20,019,902.49 (10% of
the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
-------------------------
With respect to the Class A Certificates (other than the Class A-R
Certificate) and the Class B Certificates (other than the Class B-5
Certificates), the minimum Denomination eligible for wire transfer on each
Distribution Date is $500,000. The Class A-R Certificate and the Class B-5
Certificates are not eligible for wire transfer.
SECTION 11.24 SINGLE CERTIFICATE.
------------------
A Single Certificate for each Class of Class A Certificates (other
than the Class A-R Certificate) and each Class of the Class B Certificates
(other than the Class B-4, Class B-5 and Class B-6 Certificates) represents a
$100,000 Denomination. A Single Certificate for the Class A-R Certificate
represents a $100 Denomination. A Single Certificate for the Class B-4 and Class
B-6 Certificates represents a $250,000 Denomination. A Single Certificate for
the Class B-5 Certificates represents a $401,000.00 Denomination.
SECTION 11.25 SERVICING FEE RATE.
------------------
The rate used to calculate the Servicing Fee is equal to such rate
as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
-------------------------
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
SECTION 11.27 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 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
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:____________________________________
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By:____________________________________
Name:
Title:
Attest:
By:___________________________
Name:_________________________
Title:________________________
<PAGE>
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 28th day of July, 2000, before me, a notary public in and
for the State of Maryland, personally appeared Alan S. McKenney, known to me
who, being by me duly sworn, did depose and say that he resides in McLean,
Virginia; that he is a 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 28th day of July, 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 in Frederick,
Maryland; that she is a Vice President of Wells Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 28th day of July, 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-ThroughCertificates, Series 2000-4
Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
Wells Fargo Mortgage, Inc. Prior Month Prior Month
(Exhibit F-1)
Wells Fargo Mortgage, Inc. Mid-Month Mid-Month
(Exhibit F-2)
First Nationwide Mortgage
Corporation Mid-Month Prior Month
SunTrust Mortgage, Inc. Mid-Month Prior Month
Brenton Mortgages, Inc. Mid-Month Prior Month
HomeSide Lending, Inc. Prior Month Prior Month
Merrill Lynch Credit Corporation Prior Month Prior Month
Hibernia National Bank Mid-Month Prior Month
The Huntington Mortgage Company Mid-Month Prior Month
Keystone Financial Mortgage Mid-Month Prior Month
<PAGE>
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AA 3 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 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 A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AB 1 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 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 A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT A-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 2000-4 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AC 9 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 7.750% per
annum. Prior to the Accretion Termination Date, no distribution of interest on
this Certificate will be made. Prior to the Accretion Termination Date, interest
otherwise available for distribution on this Certificate will be added to the
Principal Balance of the Class A-3 Certificates on each Distribution Date. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED
HEREIN) PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AD 7 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest to be distributed to Holders of Class A-4 Certificates on such
Distribution Date as specified in the Agreement. Distributions of principal will
be made to the Holders of the Class A-4 Certificates as described below and in
the Agreement. Prior to the Distribution Date, if any, on which Ambac fails to
make a required principal payment under the Policy, distributions in reduction
of the Principal Balance of this Certificate (including amounts paid in respect
of such losses under the Policy as defined below) will be made only in lots
equal to $1,000 initial principal balance and in accordance with the priorities
and procedures set forth in Section 4.07 of the Agreement (i) at the request of
Deceased Holders (ii) at the request of Living Holders and (iii) by random lot.
On and after such Distribution Date, distributions in reduction of principal
balance will be made as provided in the Agreement. Distributions in reduction of
the Principal Balance of certain Classes of Class A Certificates may not
commence on the first Distribution Date specified above. Distributions of
principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 7.400% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
The Class A-4 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 Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4 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 OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AE 5 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 8.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AF 2 First Distribution Date: August 25, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: August 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 A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates are not entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS
PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE,
OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE
REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AG 0 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by 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 July 28, 2000 (the "Agreement")
among the Seller, Wells Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 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 A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
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 2000-4, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AH 8 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2030
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and Ambac as specified in the
Agreement, any Class B-1 Distribution Amount required to be distributed to
Holders of the Class B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-1 Certificates applicable to each Distribution Date will be
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 B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AJ 4 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2030
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
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 B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V AK 1 First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2030
<PAGE>
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-3 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by 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 July 28, 2000
(the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National
Association, as master servicer (the "Master Servicer") and First Union National
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
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 B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trustee
(i) a representation letter, in the form as described in the Agreement, stating
either (a) that the transferee is not a Plan and is not acting on behalf of a
Plan or using the assets of a Plan to effect such purchase or (b) subject to
certain conditions described in the Agreement, that the source of funds used to
purchase this Certificate is an "insurance company general account," or (ii) if
such transferee is a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND
THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2030
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
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 B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE
CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2030
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
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 B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE
CLASS B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-4, CLASS B-6
evidencing an interest in a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: July 1, 2000
CUSIP No.: 94975V First Distribution Date: August 25, 2000
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2030
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by 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 July 28, 2000 (the
"Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates, Ambac and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
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 B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By ______________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By _______________________
Authorized Officer
<PAGE>
EXHIBIT C
[Form of Reverse of Series 2000-4 Certificates]
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-4
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Social Security or other Identifying Number of Assignee:
________________________________________________________
Dated:__________________________________________________
-----------------------------------------
Signature by or on behalf of assignor
-----------------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _____________________________________________ for
the account of __________________________________________________ account number
_____________, or, if mailed by check, to _____________________________________.
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), WELLS
FARGO ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of July 28, 2000
relating to the issuance of Mortgage Pass-Through Certificates, Series 2000-4
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
ARTICLE II
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trustee subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for
the benefit of Certificateholders, to review, in accordance with the provisions
of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If
in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the
Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Certificate Account pursuant
to Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
CONCERNING THE CUSTODIAN
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the Master Servicer or otherwise
released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
401 South Tryon Street By:__________________________________
Charlotte, North Carolina, 28202 Name:________________________________
Title:_______________________________
Address: WELLS FARGO ASSET SECURITIES
CORPORATION
7485 New Horizon Way By:__________________________________
Frederick, Maryland 21703 Name:________________________________
Title:_______________________________
Address: WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way By:__________________________________
Frederick, Maryland 21703 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 Wells Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
----------------------------------------
Notary Public
[NOTARIAL SEAL]
<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
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
-------- --------------------------- ----- ----- -------- -------- -------- --------- -------- ---------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------- ----- ----- -------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7782596 FAIR OAKS RANCH CA 91351 SFD 7.375 7.108 $1,757.77 360 1-Jan-30(i)
7938549 LITTLETON CO 80123 SFD 7.750 7.483 $1,823.27 360 1-Jan-30
7943185 REDMOND WA 98052 SFD 7.875 7.608 $1,845.30 360 1-Jan-30
7984648 SOUTH KINGSTOWN RI 02879 SFD 7.875 7.608 $1,845.30 360 1-Jan-30
7992010 AFTON MN 55001 SFD 7.750 7.483 $1,823.27 360 1-Feb-30
7997227 WEST BLOOMFIELD MI 48324 SFD 8.000 7.733 $1,867.43 360 1-Feb-30
8003871 BELLEVUE WA 98005 SFD 7.875 7.608 $1,845.30 360 1-Jan-30
8004176 CANNON BEACH OR 97110 SFD 7.625 7.358 $1,801.33 360 1-Jan-30
8008796 BEDFORD NH 03110 SFD 8.000 7.733 $1,867.43 360 1-Jan-30
8010174 KIRKLAND WA 98033 SFD 7.500 7.233 $1,779.50 360 1-Jan-30
8011528 AUSTIN TX 78730 SFD 7.750 7.483 $1,823.27 360 1-Jan-30
8013296 MISSOURI CITY TX 77459 SFD 7.625 7.358 $1,801.33 360 1-Jan-30
8014049 BLACKLICK OH 43004 SFD 7.000 6.733 $1,689.87 360 1-Jan-30
8078421 RALEIGH NC 27614 SFD 8.375 7.750 $2,034.74 360 1-May-30
8115071 AURORA IL 60504 SFD 9.125 7.750 $2,326.59 360 1-May-30
</TABLE>
<PAGE>
EXHIBIT F-2 (cont'd)
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
----- ------------ ------- ------- --------- ------- -------- --------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ----------- -------- ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
7782596 $253,320.06 61.98 0.250 0.017 0.000
7938549 $253,384.19 71.69 0.250 0.017 0.000
7943185 $253,431.75 72.64 0.250 0.017 0.000
7984648 $253,431.75 73.77 0.250 0.017 0.000
7992010 $253,388.92 88.99 33 0.250 0.017 0.000
7997227 $253,634.73 70.69 0.250 0.017 0.000
8003871 $253,431.75 47.30 0.250 0.017 0.000
8004176 $253,377.14 57.84 0.250 0.017 0.000
8008796 $253,458.20 62.22 0.250 0.017 0.000
8010174 $253,348.90 49.95 0.250 0.017 0.000
8011528 $253,404.71 58.37 0.250 0.017 0.000
8013296 $253,377.14 54.26 0.250 0.017 0.000
8014049 $252,732.42 75.77 0.250 0.017 0.000
8078421 $267,369.04 89.68 01 0.250 0.017 0.358
8115071 $285,644.48 95.00 01 0.250 0.017 1.108
$3,846,735.18
COUNT 15
WAC 7.84630273
WAM 354.7068534
WALTV 68.97273518
</TABLE>
<PAGE>
EXHIBIT F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- --------------------------- ----- ----- -------- -------- -------- --------- -------- ---------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------- ----- ----- -------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4717520 CORAL SPRINGS FL 33076 SFD 7.250 6.983 $850.34 360 1-Oct-28
4934114 BRIDGEHAMPTON NY 11932 SFD 9.250 7.750 $8,226.76 360 1-Jun-30
4953182 WESTFIELD NJ 07090 SFD 8.000 7.733 $2,826.47 360 1-Jun-30
4970906 MARTINEZ CA 94553 SFD 8.250 7.750 $3,207.91 360 1-Jun-30
4978187 VERONA NJ 07044 SFD 8.375 7.750 $2,850.28 360 1-Jun-30
5049995 PLANKINTON SD 57368 SFD 8.625 7.750 $2,345.04 360 1-Jun-30
5086149 COPPEROPOLIS CA 95228 SFD 8.750 7.750 $3,245.14 360 1-Jun-30
5092354 SUGAR HILL GA 30518 SFD 8.625 7.750 $2,224.48 360 1-Jun-30
5101372 RIGBY ID 83442 SFD 8.625 7.750 $3,087.83 360 1-Jun-30
5108015 LAKE ELMO MN 55042 SFD 8.625 7.750 $2,602.29 360 1-May-30
5114086 KATONAH NY 10536 SFD 8.625 7.750 $4,083.40 360 1-May-30
5123588 LOS ALTOS CA 94024 SFD 8.250 7.750 $2,141.11 360 1-Jun-30
5129177 WALL NJ 07719 SFD 8.625 7.750 $2,611.68 360 1-Jul-30
5133318 CAMBRIDGE MA 02138 LCO 8.000 7.733 $4,094.41 360 1-Jan-30
5135339 WHITEFISH MT 59937 SFD 8.375 7.750 $2,310.62 360 1-May-30
5147214 LEAWOOD KS 66209 SFD 8.500 7.750 $4,229.03 360 1-Apr-30
5147498 BOYDS MD 20841 SFD 8.750 7.750 $2,706.25 360 1-Apr-30
5147900 GRANBY CT 06035 SFD 8.375 7.750 $2,645.06 360 1-Jul-30
5149744 GREENVILLE DE 19807 SFD 7.750 7.483 $1,934.32 360 1-Jun-30
5151325 HOLLISTER CA 95023 SFD 8.625 7.750 $2,862.27 360 1-Jun-30
5152288 GLENDALE AZ 85308 SFD 8.500 7.750 $2,027.63 360 1-Jun-30
5154567 NEW YORK NY 10021 COP 8.125 7.750 $4,454.99 360 1-Jun-30
5159048 MONTCLAIR NJ 07042 SFD 8.875 7.750 $5,171.70 360 1-Jun-30
5160683 BAYVILLE NY 11709 SFD 8.375 7.750 $2,322.79 360 1-May-30
5160993 SOUTH SAN FRANCISCO CA 94080 SFD 8.125 7.750 $3,155.62 360 1-Jun-30
5161587 TIGARD OR 97224 SFD 8.875 7.750 $2,428.71 360 1-Jun-30
5162145 WESTON FL 33327 SFD 8.375 7.750 $2,705.86 360 1-May-30
5164228 NEW YORK NY 10013 HCO 8.750 7.750 $4,846.08 360 1-Jul-30
5164985 BREWSTER NY 10509 SFD 8.875 7.750 $2,257.64 360 1-May-30
5165799 FREMONT CA 94539 SFD 9.250 7.750 $3,253.69 360 1-May-30
5165960 BIG CANOE GA 30143 SFD 8.625 7.750 $3,484.50 360 1-May-30
5166623 WEST BRIDGEWATER MA 02379 SFD 8.375 7.750 $2,166.21 360 1-Apr-30
5167704 REHOBOTH BEACH DE 19971 SFD 8.125 7.750 $2,761.50 360 1-Jun-30
5167876 PHOENIX AZ 85022 SFD 8.500 7.750 $2,129.89 360 1-May-30
5167977 PLANTATION KEY FL 33070 SFD 8.875 7.750 $2,370.23 360 1-Apr-30
5707305 ARLINGTON HEIGHTS IL 60004 SFD 8.125 7.750 $3,258.51 348 1-Nov-28
5708005 KNOXVILLE TN 37912 SFD 8.750 7.750 $2,674.79 360 1-Mar-30
5708384 BETHEL CT 06801 SFD 9.125 7.750 $1,627.27 360 1-May-30
5708610 BERNARDSVILLE NJ 07924 SFD 8.375 7.750 $2,888.28 360 1-Jun-30
5709211 KEY WEST FL 33040 SFD 8.750 7.750 $3,146.80 360 1-May-30
5709976 JACKSON HEIGHTS NY 11372 MF2 9.250 7.750 $2,850.58 360 1-Jun-30
5710406 SANTA BARBARA CA 93108 SFD 8.125 7.750 $11,700.28 360 1-Jun-30
5710426 PEBBLE BEACH CA 93953 SFD 8.250 7.750 $6,613.03 360 1-Jun-30
5711144 NEW YORK NY 10016 COP 8.750 7.750 $2,507.61 360 1-Jun-30
5711694 STATEN ISLAND NY 10304 SFD 8.250 7.750 $4,026.79 360 1-Jun-30
5711986 NEW ROCHELLE NY 10805 SFD 8.625 7.750 $3,795.62 360 1-Jun-30
5712060 NEW YORK NY 10024 COP 8.375 7.750 $4,419.45 360 1-Jun-30
5712124 CHICAGO IL 60614 SFD 8.750 7.750 $3,650.30 360 1-May-30
5713347 ARGYLE TX 76226 SFD 8.500 7.750 $4,997.94 360 1-May-30
5713370 CORNELIUS NC 28031 SFD 8.500 7.750 $4,275.16 360 1-Jun-30
5713602 BLOOMFIELD HILLS MI 48304 SFD 8.500 7.750 $4,613.49 360 1-May-30
5713794 REDDING CT 06896 SFD 8.500 7.750 $3,229.44 360 1-Jul-30
5713844 WATER MILL NY 11976 SFD 8.625 7.750 $4,063.96 360 1-Jun-30
5714045 MOUNT KISCO NY 10549 SFD 8.500 7.750 $3,537.01 360 1-Jun-30
5714069 HOUSTON TX 77079 SFD 8.375 7.750 $2,584.25 360 1-Jun-30
5714091 WESTON MA 02493 SFD 8.250 7.750 $3,132.79 360 1-Jun-30
5714237 RANDOLPH NJ 07869 SFD 8.750 7.750 $2,453.88 360 1-Jul-30
5715020 BETHESDA MD 20816 SFD 8.250 7.750 $2,878.86 360 1-Jun-30
5715165 CLINTON CT 06413 SFD 8.750 7.750 $2,423.04 360 1-May-30
5715173 SAUSALITO CA 94965 SFD 8.250 7.750 $4,687.91 360 1-May-30
5715911 AURORA CO 80015 SFD 8.625 7.750 $2,968.05 360 1-May-30
5716043 NEW YORK NY 10025 COP 8.375 7.750 $2,280.22 360 1-Jun-30
5716362 HOPKINTON MA 01748 SFD 8.500 7.750 $2,475.14 360 1-May-30
5717351 NORFOLK MA 02056 SFD 8.000 7.733 $3,052.47 360 1-Jul-30
5717727 ST DAVIDS PA 19087 SFD 7.875 7.608 $4,350.42 360 1-Jun-30
5717864 MERRICK NY 11566 SFD 7.875 7.608 $2,900.28 360 1-Jun-30
5718013 MANHATTAN NY 10022 HCO 9.000 7.750 $2,333.41 360 1-Jun-30
5718634 FORT LAUDERDALE FL 33304 SFD 8.625 7.750 $2,457.82 360 1-May-30
5718849 LABADIE MO 63055 SFD 8.500 7.750 $2,691.20 360 1-Jun-30
5719571 PALM SPRINGS CA 92264 SFD 8.500 7.750 $557.47 360 1-May-30
5719900 PORTSMOUTH NH 03801 SFD 8.875 7.750 $2,449.80 360 1-Jun-30
5719986 TALLAHASSEE FL 32308 SFD 8.750 7.750 $2,584.32 360 1-Jun-30
5720407 SOUTHLAKE TX 76092 SFD 8.500 7.750 $3,382.46 360 1-May-30
5720426 CHESHIRE CT 06410 SFD 8.375 7.750 $3,420.33 360 1-May-30
5721272 HOLLYWOOD FL 33021 SFD 8.750 7.750 $786.70 360 1-May-30
5721803 FAIRFAX STATION VA 22039 SFD 8.500 7.750 $4,997.94 360 1-May-30
5721825 HOUSTON TX 77069 PUD 8.250 7.750 $2,102.95 360 1-May-30
5722005 REDWOOD CITY CA 94062 SFD 8.375 7.750 $3,952.38 360 1-Jun-30
5722038 NEW YORK NY 10021 COP 8.875 7.750 $2,864.33 360 1-Jun-30
5722163 LIGHTHOUSE POINT FL 33064 SFD 8.250 7.750 $3,005.07 360 1-Jul-30
5722183 COLLEYVILLE TX 76034 SFD 8.500 7.750 $2,952.63 360 1-Jun-30
5722237 FRISCO TX 75034 SFD 8.125 7.750 $3,823.87 360 1-Jun-30
5722264 FLORENCE OR 97439 SFD 8.625 7.750 $2,162.26 360 1-Jun-30
5722487 MADISON NJ 07940 SFD 8.625 7.750 $2,520.04 360 1-Jun-30
5722592 GREENWOOD IN 46142 SFD 8.250 7.750 $938.52 360 1-Jul-30
5722671 MALIBU CA 90265 SFD 8.000 7.733 $7,337.65 360 1-Jun-30
5722721 WAYNE NJ 07470 SFD 8.250 7.750 $2,704.56 360 1-Jul-30
5722809 WASHINGTON DC 20011 SFD 8.375 7.750 $4,043.59 360 1-Jul-30
5722934 STATEN ISLAND NY 10312 SFD 8.750 7.750 $2,320.77 360 1-Jul-30
5723151 STAMFORD CT 06903 SFD 8.375 7.750 $2,660.26 360 1-Jul-30
5723153 BREWSTER MA 02631 SFD 8.625 7.750 $3,702.28 360 1-Jun-30
5723178 GARDEN CITY NY 11530 SFD 8.375 7.750 $2,660.25 360 1-Jun-30
5723328 SOMERS NY 10589 SFD 8.625 7.750 $2,566.71 360 1-Jul-30
5723491 SHERMAN TX 75092 SFD 8.625 7.750 $3,966.73 360 1-Jun-30
5723778 HICKORY HILLS IL 60457 SFD 8.375 7.750 $2,119.09 360 1-Jun-30
5723847 GLENCOE IL 60022 SFD 8.625 7.750 $2,632.05 360 1-Jun-30
5724375 WILMINGTON VT 05363 SFD 8.750 7.750 $983.38 360 1-Jun-30
5725067 SOMERVILLE MA 02143 SFD 8.375 7.750 $3,143.66 360 1-Jun-30
5725113 GREAT NECK NY 11021 SFD 8.750 7.750 $3,002.05 360 1-Jun-30
5725348 DANVILLE CA 94526 SFD 9.125 7.750 $5,288.62 360 1-Jun-30
5725752 HOCKESSIN DE 19707 SFD 8.500 7.750 $2,306.75 360 1-Jul-30
5725889 LA HABRA CA 90631 SFD 8.625 7.750 $3,060.60 360 1-May-30
5726482 CHANHASSEN MN 55331 SFD 8.625 7.750 $2,613.38 360 1-May-30
5726671 WEST LAFAYETTE IN 47906 SFD 8.875 7.750 $2,609.72 360 1-Apr-30
5727076 EXETER NH 03833 SFD 8.500 7.750 $2,263.69 360 1-Jul-30
5727171 MOUNT AIRY MD 21771 SFD 7.875 7.608 $1,993.95 360 1-Jun-30
5727420 VIRGINIA BEACH VA 23451 SFD 8.750 7.750 $2,984.35 360 1-May-30
5727544 DUCK KEY FL 33050 SFD 8.250 7.750 $5,615.72 360 1-Jun-30
5727668 REISTERSTOWN MD 21136 SFD 8.000 7.733 $2,582.86 360 1-Jun-30
5727778 WHITE PLAINS NY 10605 SFD 8.500 7.750 $2,134.12 360 1-Jun-30
5728028 GLENDALE CA 91208 SFD 8.750 7.750 $4,157.72 360 1-May-30
5728208 SAN JOSE CA 95120 SFD 8.875 7.750 $7,240.37 360 1-Jun-30
5728210 LOUISVILLE CO 80027 SFD 8.250 7.750 $2,519.00 360 1-Jun-30
5729478 STATEN ISLAND NY 10309 SFD 8.625 7.750 $1,393.61 360 1-Jun-30
5729899 EAST HAMPTON NY 11937 SFD 9.500 7.750 $2,497.34 360 1-Jun-30
5730050 FINDLAY OH 45840 SFD 8.500 7.750 $2,537.42 360 1-Jun-30
5730056 GREAT NECK NY 11020 SFD 8.500 7.750 $2,691.20 360 1-Jul-30
5730164 VALLEJO CA 94591 SFD 8.625 7.750 $2,697.92 360 1-May-30
5730172 EAST NORTHPORT NY 11731 SFD 8.875 7.750 $2,355.11 360 1-May-30
5730184 LARCHMONT NY 10538 SFD 8.500 7.750 $3,713.86 360 1-Jul-30
5730493 HOUSTON TX 77005 SFD 8.250 7.750 $2,854.82 360 1-Jun-30
5730561 LUDLOW VT 05149 SFD 8.875 7.750 $1,193.47 360 1-Jun-30
5730624 BROOKLYN NY 11217 SFD 7.750 7.483 $3,223.86 360 1-Jun-30
5730912 CHAPPAQUA NY 10514 SFD 8.625 7.750 $2,955.60 360 1-Jul-30
5730920 TENAFLY NJ 07670 SFD 8.500 7.750 $4,613.49 360 1-May-30
5731093 ANDOVER MA 01810 SFD 8.250 7.750 $2,197.46 360 1-Jun-30
5731140 GRASONVILLE MD 21638 SFD 8.375 7.750 $3,034.21 360 1-Jun-30
5731272 TULSA OK 74136 SFD 8.500 7.750 $3,075.65 360 1-Jun-30
5731281 VERO BEACH FL 32963 SFD 8.750 7.750 $3,839.10 360 1-May-30
5731497 LOGAN UT 84321 SFD 8.250 7.750 $2,328.93 360 1-May-30
5731722 ORION TOWNSHIP MI 48360 LCO 8.625 7.750 $2,800.05 360 1-May-30
5731842 MEMPHIS TN 38111 SFD 8.500 7.750 $2,871.89 360 1-May-30
5731917 WOODBRIDGE CT 06525 SFD 8.625 7.750 $2,221.37 360 1-Jun-30
5731954 HUNTINGTON STATION NY 11743 SFD 8.625 7.750 $3,111.16 360 1-Jul-30
5731971 MANASSAS PARK VA 20111 SFD 8.875 7.750 $2,299.41 360 1-Jun-30
5731972 THOUSAND OAKS CA 91360 SFD 8.125 7.750 $3,044.24 360 1-May-30
5732268 DRAPER UT 84020 SFD 8.500 7.750 $2,306.74 360 1-May-30
5732277 MERIDIAN ID 83642 SFD 8.375 7.750 $2,736.26 360 1-May-30
5732336 MIAMI FL 33156 SFD 8.500 7.750 $2,260.61 360 1-May-30
5733427 LEAWOOD KS 66206 SFD 8.000 7.733 $2,450.77 360 1-May-30
5733777 SANIBEL FL 33957 SFD 8.500 7.750 $2,921.88 360 1-Jun-30
5733975 BROOKLYN NY 11238 LCO 8.500 7.750 $861.19 360 1-Jun-30
5734095 THE WOODLANDS TX 77381 SFD 8.250 7.750 $2,184.73 360 1-May-30
5734274 CARSON CITY NV 89701 SFD 8.250 7.750 $4,778.06 360 1-Jul-30
5734396 ATLANTIC BEACH NY 11509 SFD 8.875 7.750 $2,063.51 360 1-Jun-30
5734446 SANTA CRUZ CA 95060 SFD 8.500 7.750 $2,037.63 360 1-Jun-30
5734583 MISSION VIEJO CA 92691 SFD 8.875 7.750 $2,208.32 360 1-May-30
5734634 MOUNT SNOW VT 05356 SFD 9.375 7.750 $2,395.44 360 1-Jun-30
5734838 ATHENS GA 30606 SFD 8.000 7.733 $2,795.65 360 1-Jun-30
5735367 GLENDALE CA 91201 SFD 8.500 7.750 $2,823.46 360 1-Jun-30
5735726 SAN FRANCISCO CA 94112 SFD 8.500 7.750 $2,393.24 360 1-May-30
5735874 CONNELLY SPRINGS NC 28612 SFD 8.625 7.750 $2,115.59 360 1-Jun-30
5736035 COLLIERVILLE TN 38017 SFD 8.750 7.750 $2,159.14 360 1-May-30
5736048 SOUTH HAMPTON NH 03827 SFD 8.750 7.750 $2,611.85 360 1-Jun-30
5736171 TOMKINS COVE NY 10986 SFD 8.000 7.733 $2,516.82 360 1-Jun-30
5736233 LAGUNA NIGUEL CA 92677 SFD 9.125 7.750 $8,136.33 360 1-May-30
5736515 HIGHLAND PARK TX 75205 SFD 8.125 7.750 $5,939.98 360 1-Jun-30
5736554 EAGAN MN 55123 SFD 8.375 7.750 $2,578.17 360 1-Jun-30
5737013 SCOTTSDALE AZ 85254 SFD 8.750 7.750 $2,053.29 360 1-Jul-30
5737218 LAGUNA NIGUEL CA 92677 SFD 9.125 7.750 $8,079.38 360 1-May-30
5737241 SOUTHBURY CT 06488 SFD 8.750 7.750 $2,470.24 360 1-Jul-30
5737263 KANEOHE HI 96744 SFD 8.375 7.750 $3,458.33 360 1-May-30
5737338 WEST BLOOMFIELD TWP MI 48323 SFD 9.625 7.750 $2,456.47 360 1-Jun-30
5737413 STATEN ISLAND NY 10305 SFD 8.625 7.750 $997.52 360 1-Jun-30
5737527 FRANKLIN SQUARE NY 11010 SFD 9.625 7.750 $2,188.73 360 1-Jul-30
5737553 FORT SALONGA NY 11768 SFD 8.625 7.750 $2,348.15 360 1-May-30
5737639 LEXINGTON KY 40515 SFD 8.750 7.750 $2,362.69 360 1-Jun-30
5737885 EUSTIS FL 32726 SFD 9.125 7.750 $2,453.92 360 1-Jun-30
5737959 BELMONT MA 02478 SFD 8.000 7.733 $2,690.35 360 1-Jul-30
5738226 NEW HYDE PARK NY 11040 SFD 8.500 7.750 $2,608.16 360 1-Jun-30
5738340 DALLAS TX 75230 SFD 8.250 7.750 $2,836.78 360 1-Jun-30
5738610 IRVINE CA 92620 SFD 8.375 7.750 $4,378.02 360 1-May-30
5738699 CHICAGO IL 60625 LCO 9.125 7.750 $2,330.25 360 1-Jun-30
5738933 CASTRO VALLEY CA 94546 SFD 8.875 7.750 $2,215.88 360 1-Jun-30
5738998 DALLAS TX 75209 PUD 8.375 7.750 $2,804.67 360 1-Jun-30
5739283 SANTA ROSA CA 95401 SFD 7.875 7.608 $2,175.21 360 1-Jun-30
5739431 MILLER PLACE NY 11764 SFD 8.875 7.750 $1,471.94 360 1-May-30
5739543 MENDHAM NJ 07945 SFD 8.250 7.750 $2,441.62 360 1-Jul-30
5739648 TINICUM TOWNSHIP PA 18972 SFD 8.875 7.750 $2,386.93 360 1-May-30
5739858 MELROSE MA 02176 SFD 8.625 7.750 $2,625.05 360 1-Jul-30
5739967 WOODSTOCK GA 30188 SFD 8.625 7.750 $2,576.04 360 1-May-30
5739983 ANNAPOLIS MD 21403 SFD 8.375 7.750 $1,998.99 360 1-May-30
5740030 SCOTTSDALE AZ 85258 SFD 8.625 7.750 $2,488.93 360 1-Jun-30
5740065 EAST HAMPTON CT 06424 SFD 8.875 7.750 $3,118.93 360 1-Jul-30
5740274 MYRTLE BEACH SC 29575 PUD 7.875 7.608 $1,845.31 360 1-May-30
5740405 SAN JOSE CA 95134 LCO 9.000 7.750 $2,510.43 360 1-May-30
5740510 CORTLANDT MANOR NY 10567 SFD 8.500 7.750 $2,191.41 360 1-Jun-30
5740549 PACIFIC PALISADES CA 90272 SFD 8.250 7.750 $3,305.58 360 1-Jun-30
5741260 PLANO TX 75093 SFD 8.000 7.733 $3,164.00 360 1-May-30
5741371 TEMECULA CA 92590 SFD 8.375 7.750 $2,546.25 360 1-Jun-30
5741488 HEWLETT NY 11557 SFD 8.875 7.750 $1,559.47 360 1-Jul-30
5741750 PURCHASE NY 10577 SFD 8.625 7.750 $7,583.45 360 1-Jul-30
5741789 SEDONA AZ 86336 SFD 8.375 7.750 $4,940.47 360 1-Jun-30
5741888 TWN OF GREENBURGH NY 10530 SFD 8.875 7.750 $2,958.21 360 1-Jul-30
5741895 SAN CLEMENTE CA 92672 SFD 9.250 7.750 $7,821.51 240 1-May-20
5741908 DALWORTHINGTON GARDENS TX 76016 SFD 8.375 7.750 $3,344.32 360 1-Jun-30
5742098 OCEAN CITY NJ 08226 SFD 8.500 7.750 $2,360.48 240 1-May-20
5742388 CLIFFSIDE PARK NJ 07010 HCO 8.875 7.750 $2,323.29 360 1-Jun-30
5742497 ACTON MA 01720 SFD 8.750 7.750 $2,360.11 360 1-Jun-30
5742735 ATLANTA GA 30307 SFD 8.500 7.750 $3,197.53 360 1-May-30
5742861 WHITEFISH BAY WI 53217 SFD 8.750 7.750 $3,382.82 360 1-Jun-30
5742905 WEST HOLLYWOOD CA 90048 SFD 9.500 7.750 $3,010.26 360 1-Jun-30
5742910 OTISFIELD ME 04270 SFD 8.375 7.750 $2,295.42 360 1-May-30
5743470 ENGLEWOOD CO 80112 SFD 8.375 7.750 $2,037.00 360 1-Jun-30
5743708 LAWERENCE NY 11559 SFD 9.000 7.750 $3,620.81 360 1-Jun-30
5744044 SAINT PETERSBURG FL 33703 SFD 8.625 7.750 $4,243.63 360 1-Jun-30
5744067 FREMONT CA 94536 SFD 8.750 7.750 $2,347.52 360 1-Jun-30
5744148 TOPANGA CA 90290 SFD 8.500 7.750 $2,475.91 360 1-Jun-30
5744250 CULVER CITY CA 90232 SFD 8.625 7.750 $3,654.06 360 1-May-30
5744452 WEST UNIVERSITY HOUS TX 77005 SFD 8.875 7.750 $3,182.58 360 1-Jun-30
5744669 SUNNYVALE CA 94086 SFD 9.125 7.750 $3,710.17 360 1-Jul-30
5744746 NEW ROCHELLE NY 10801 SFD 8.875 7.750 $2,412.40 360 1-Jul-30
5744802 ARLINGTON VA 22205 SFD 8.625 7.750 $2,566.71 360 1-Jul-30
5745105 FRENCHTOWN MT 59834 SFD 8.875 7.750 $2,449.00 360 1-Jun-30
5745399 CHICAGO IL 60610 HCO 9.250 7.750 $1,670.04 360 1-Jun-30
5745493 SUNNYVALE CA 94086 PUD 8.750 7.750 $2,525.31 360 1-Jun-30
5745926 GILBERT AZ 85234 SFD 8.875 7.750 $2,805.05 360 1-Jun-30
5746282 LAFAYETTE CA 94549 SFD 8.750 7.750 $3,225.48 360 1-Jun-30
5746999 PLUMSTEAD TWP PA 18901 SFD 9.000 7.750 $2,961.02 360 1-Jul-30
5747609 AUSTIN TX 78746 SFD 9.125 7.750 $3,951.85 360 1-Jun-30
5747807 PETALUMA CA 94954 SFD 8.875 7.750 $2,505.49 360 1-Jul-30
5747841 SYOSSET NY 11791 SFD 9.250 7.750 $2,650.67 360 1-Jun-30
5747991 PECONIC NY 11958 SFD 9.000 7.750 $2,293.18 360 1-Jun-30
5748400 NORTHPORT NY 11768 SFD 8.750 7.750 $2,596.12 360 1-Jul-30
5748560 LEXINGTON MA 02420 MF2 8.500 7.750 $4,244.41 360 1-Jul-30
5750177 REDWOOD CITY CA 94061 SFD 9.125 7.750 $2,847.72 360 1-Jun-30
5750544 HOT SPRINGS VILLAGE AR 71909 SFD 8.500 7.750 $2,442.07 360 1-Jun-30
5750578 SEATTLE WA 98136 SFD 8.750 7.750 $3,146.80 360 1-Jun-30
5750736 LOS ALTOS CA 94024 SFD 9.000 7.750 $2,816.18 360 1-Jun-30
5751629 SANTA CLARITA CA 91351 PUD 8.375 7.750 $5,472.53 360 1-Jul-30
5752245 SAN DIEGO CA 92109 SFD 8.500 7.750 $2,583.55 360 1-Jun-30
5753228 AUSTIN TX 78734 SFD 9.125 7.750 $4,068.17 360 1-Jun-30
5753561 DALLAS TX 75230 SFD 9.750 7.750 $3,259.98 360 1-Jul-30
5754499 SAN CLEMENTE CA 92672 SFD 9.625 7.750 $5,949.93 360 1-Jun-30
5754604 HUNTINGTON BEACH CA 92647 SFD 8.375 7.750 $2,128.21 360 1-Jul-30
5756068 CUPERTINO CA 95014 SFD 9.750 7.750 $3,436.62 360 1-Jun-30
5756193 KITTY HAWK NC 27949 SFD 8.875 7.750 $2,673.37 360 1-Jul-30
5757250 BENTONVILLE AR 72712 SFD 8.500 7.750 $2,768.09 360 1-Jun-30
5759795 EAST QUOGUE NY 11942 SFD 8.625 7.750 $3,577.83 360 1-Jun-30
5759909 RANCHO CUCAMONGA CA 91739 SFD 9.000 7.750 $2,670.95 360 1-Jul-30
5760432 LOS ALTOS CA 94024 SFD 8.250 7.750 $4,500.09 360 1-Jul-30
5760603 CHINO HILLS CA 91709 SFD 9.250 7.750 $2,632.57 360 1-Jun-30
5760887 MORGAN HILL CA 95037 SFD 9.125 7.750 $3,018.58 360 1-Jul-30
5761044 MISSION VIEJO CA 92692 SFD 9.625 7.750 $5,482.44 360 1-Jul-30
5761151 MINNEAPOLIS MN 55410 SFD 8.625 7.750 $2,411.15 360 1-Jul-30
5761472 OKLAHOMA CITY OK 73142 SFD 8.375 7.750 $2,638.97 360 1-Jun-30
5761505 WARWICK RI 02886 SFD 9.000 7.750 $724.16 360 1-Jun-30
5761658 SEQUIM WA 98382 SFD 8.875 7.750 $7,498.96 360 1-Jul-30
5761826 MIAMI BEACH FL 33141 HCO 9.250 7.750 $2,435.12 360 1-Jul-30
5762102 NAPLES FL 34108 HCO 8.875 7.750 $2,784.76 360 1-Jul-30
5762937 PASADENA CA 91106 SFD 8.625 7.750 $3,229.39 360 1-Jul-30
5763853 BETHESDA MD 20817 SFD 8.750 7.750 $4,405.53 360 1-Jul-30
5763906 AQUEBOGUE NY 11931 SFD 8.625 7.750 $2,722.26 360 1-Jul-30
5764217 MIAMI FL 33157 SFD 8.625 7.750 $3,157.83 360 1-Jul-30
5765278 BELLINGHAM WA 98226 SFD 9.000 7.750 $2,733.71 360 1-May-30
5765535 MONROVIA CA 91016 SFD 8.625 7.750 $2,325.60 360 1-Jul-30
5765923 EAST QUOGUE NY 11942 SFD 8.875 7.750 $2,148.24 360 1-Jun-30
5765929 DERWOOD MD 20855 SFD 8.250 7.750 $2,328.93 360 1-Nov-29
5767701 LITTLE ROCK AR 72223 SFD 8.500 7.750 $2,242.16 360 1-Jul-30
5774602 MIAMI FL 33165 MF2 9.125 7.750 $1,053.66 360 1-Jul-30
7513640 AVONDALE PA 19311 SFD 7.750 7.483 $2,507.44 360 1-Jun-30
7669133 TOWN OF PAWLING NY 12564 SFD 7.125 6.858 $3,065.42 360 1-Jun-29
7673331 GREENVILLE DE 19807 SFD 7.000 6.733 $4,893.97 360 1-May-30
7707636 SAN ANTONIO TX 78257 SFD 8.625 7.750 $2,333.37 360 1-Apr-30
7709857 ALLEN TX 75002 SFD 8.625 7.750 $4,666.74 360 1-Apr-30
7749402 BROOKFIELD WI 53045 SFD 8.750 7.750 $3,146.80 360 1-Apr-30
7755118 SALT LAKE CITY UT 84108 SFD 8.000 7.733 $4,191.26 360 1-Apr-30
7759573 WENTWORTH SD 57075 SFD 8.375 7.750 $2,432.23 360 1-May-30
7783605 KEARNEYSVILLE WV 25435 SFD 8.750 7.750 $2,366.02 360 1-May-30
7802277 MARINA DEL REY CA 90292 HCO 8.750 7.750 $3,857.98 360 1-May-30
7841179 POTOMAC FALLS VA 20165 SFD 8.000 7.733 $2,319.43 360 1-Jun-30
7847213 POTOMAC FALLS VA 20165 SFD 8.000 7.733 $2,118.38 360 1-Jun-30
7848759 CROOKED RIVER RAN OR 97760 SFD 8.875 7.750 $2,390.12 360 1-May-30
7853862 GREENSBORO NC 27455 SFD 8.875 7.750 $3,100.89 360 1-Apr-30
7858342 POTOMAC FALLS VA 20165 SFD 8.250 7.750 $2,439.74 360 1-May-30
7870802 CLIO CA 96106 SFD 8.625 7.750 $2,893.38 360 1-Apr-30
7876586 GWYNEOD VALLEY PA 19437 SFD 7.625 7.358 $3,715.92 360 1-Apr-30
7881112 THOUSAND OAKS CA 91362 SFD 7.750 7.483 $2,922.96 360 1-Dec-29
7893402 SOUTHLAKE TX 76092 SFD 8.250 7.750 $2,516.74 360 1-Jun-30
7900198 PULLMAN WA 99163 SFD 8.625 7.750 $2,675.60 360 1-Jun-30
7901550 HIGHLAND VILLAGE TX 75077 SFD 8.250 7.750 $2,404.05 360 1-May-30
7905451 JACKSONVILLE FL 32250 SFD 8.500 7.750 $1,537.83 360 1-May-30
7910557 NORTHBROOK IL 60062 PUD 9.000 7.750 $2,574.79 360 1-May-30
7912183 WOODBURY MN 55125 SFD 8.250 7.750 $2,441.62 360 1-Oct-29
7912962 CAMARILLO CA 93010 SFD 8.500 7.750 $2,737.02 360 1-May-30
7925531 VIENNA VA 22181 SFD 8.125 7.750 $3,633.78 360 1-Jun-30
7932307 LEESBURG VA 20175 SFD 8.125 7.750 $2,279.61 360 1-May-30
7951229 ROCKLIN CA 95765 SFD 9.250 7.750 $3,532.57 360 1-Jun-30
7953361 PEORIA AZ 85382 SFD 8.875 7.750 $2,378.34 360 1-Jun-30
7954566 CAYUCOS CA 93430 LCO 7.750 7.483 $2,561.17 360 1-Dec-29
7966101 BLAINE MN 55449 SFD 8.625 7.750 $3,111.16 360 1-Jun-30
7968606 GAMBRILL MD 21054 SFD 8.750 7.750 $927.52 360 1-Jun-30
7971853 KELLER TX 76244 SFD 7.625 7.358 $2,514.08 360 1-Jan-30
7981559 COLORADO SPRINGS CO 80918 SFD 8.000 7.733 $2,284.72 360 1-Jun-30
7986527 HERMISTON OR 97838 SFD 8.500 7.750 $2,491.28 360 1-Apr-30
7988385 POTOMAC MD 20854 SFD 8.000 7.733 $3,668.82 360 1-Jun-30
7994924 EAST AURORA NY 14052 SFD 8.625 7.750 $2,722.26 360 1-May-30
8005762 WARRENTON VA 20186 SFD 7.875 7.608 $1,845.30 360 1-Jan-30
8007329 VENTURA CA 93001 SFD 8.375 7.750 $3,459.85 360 1-May-30
8011008 PEORIA AZ 85308 SFD 8.750 7.750 $2,655.11 360 1-Mar-30
8016528 SILVER SPRING MD 20910 PUD 8.875 7.750 $2,309.36 360 1-Jun-30
8023252 WEST CHICAGO IL 60185 SFD 8.500 7.750 $2,126.05 360 1-Jan-30
8025938 MISSION VIEJO CA 92692 SFD 8.625 7.750 $2,722.26 360 1-Jun-30
8028426 MOUNTAIN VIEW CA 94040 SFD 7.875 7.608 $2,247.72 360 1-May-30
8029635 GILROY CA 95020 SFD 8.375 7.750 $2,280.22 360 1-May-30
8032392 KENNETT SQUARE PA 19348 SFD 8.375 7.750 $2,702.75 360 1-May-30
8033977 ELLICOTT CITY MD 21042 SFD 7.750 7.483 $2,206.55 360 1-May-30
8033983 TRUMBULL CT 06611 SFD 7.875 7.608 $2,443.02 360 1-Jun-30
8037077 PAYSON AZ 85541 SFD 8.000 7.733 $2,575.51 360 1-Jun-30
8040027 BROOKLYN NY 11235 SFD 8.750 7.750 $2,777.05 360 1-May-30
8041540 COPPELL TX 75019 SFD 8.000 7.733 $2,568.18 360 1-May-30
8043401 GOSHEN NY 10924 SFD 8.875 7.750 $2,596.98 360 1-May-30
8050097 MONTCLAIR NJ 07043 SFD 8.750 7.750 $2,737.72 360 1-May-30
8053856 STILLWATER MN 55082 SFD 8.625 7.750 $3,546.10 360 1-Jun-30
8053906 NEWTOWN PA 18940 SFD 8.500 7.750 $2,306.74 360 1-May-30
8055792 MUKWONAGO WI 53189 SFD 7.875 7.608 $1,167.36 360 1-May-30
8056774 SOUTH SAN FRANCIS CA 94066 SFD 8.750 7.750 $3,140.51 360 1-Apr-30
8062210 LOS ANGELES CA 90066 SFD 8.625 7.750 $2,870.04 360 1-Mar-30
8062541 LOMITA CA 90717 SFD 8.500 7.750 $2,473.98 360 1-Apr-30
8064228 STONE HARBOR NJ 08247 SFD 8.625 7.750 $7,777.90 360 1-May-30
8064331 ROCHESTER MN 55902 SFD 8.500 7.750 $3,690.78 360 1-Apr-30
8065516 FORT COLLINS CO 80525 SFD 8.625 7.750 $2,701.03 240 1-Apr-20
8067546 CHAPEL HILL NC 27514 SFD 8.500 7.750 $1,345.60 360 1-May-30
8067980 TUCSON AZ 85750 SFD 8.875 7.750 $2,930.36 360 1-Apr-30
8069454 WESTERVILLE OH 43082 SFD 7.875 7.608 $1,885.18 360 1-Jun-30
8071689 SAN DIEGO CA 92121 SFD 8.375 7.750 $2,575.50 360 1-May-30
8074476 DUBLIN CA 94568 SFD 8.500 7.750 $2,460.52 360 1-May-30
8074477 MONTCLAIR TWP. NJ 07042 SFD 8.500 7.750 $2,909.57 360 1-May-30
8074548 OCEAN CITY NJ 08226 SFD 8.875 7.750 $4,137.35 360 1-May-30
8076658 SEATTLE WA 98117 SFD 8.750 7.750 $2,623.65 360 1-May-30
8076915 DES MOINES IA 50312 SFD 8.250 7.750 $1,156.20 360 1-Apr-30
8078468 BELLEAIR BEACH FL 33786 SFD 8.750 7.750 $3,982.67 360 1-May-30
8079533 MINNEAPOLIS MN 55403 MF2 8.875 7.750 $3,182.58 360 1-Jun-30
8080807 HOBOKEN CITY NJ 07030 LCO 8.250 7.750 $1,772.99 360 1-Jun-30
8081897 ARCADIA CA 91007 SFD 8.875 7.750 $2,532.14 360 1-May-30
8082013 CAMARILLO CA 93010 SFD 8.500 7.750 $2,562.02 360 1-Jun-30
8085681 NORTH HOLLYWOOD CA 91606 SFD 8.375 7.750 $760.07 360 1-Apr-30
8086857 CHICAGO IL 60657 LCO 8.625 7.750 $2,296.41 360 1-May-30
8087545 ASPEN CO 81611 LCO 8.500 7.750 $2,183.71 360 1-May-30
8088870 FORT COLLINS CO 80525 SFD 8.500 7.750 $2,447.61 360 1-May-30
8091172 LAKE ELMO MN 55042 SFD 8.750 7.750 $3,540.15 360 1-Apr-30
8092149 MAPLE GROVE MN 55369 SFD 8.875 7.750 $2,465.22 360 1-May-30
8093481 KIHEI HI 96753 SFD 8.500 7.750 $7,689.14 360 1-May-30
8093575 INCLINE VILLAGE NV 89450 SFD 8.375 7.750 $2,553.84 360 1-May-30
8094755 GLENWOOD SPRINGS CO 81601 SFD 8.500 7.750 $1,424.41 360 1-May-30
8095525 NORTH ANDOVER MA 01845 SFD 8.250 7.750 $2,629.43 360 1-Jun-30
8099093 HENDERSON NV 89014 SFD 8.250 7.750 $1,865.45 360 1-Jul-30
8099286 DEDHAM MA 02026 SFD 8.375 7.750 $3,161.90 360 1-Apr-30
8101201 ALEXANDRIA VA 22309 SFD 7.875 7.608 $5,714.45 360 1-Jun-30
8101653 SODDY DAISY TN 37379 SFD 8.250 7.750 $3,245.47 360 1-Apr-30
8102176 SOMIS CA 93066 SFD 8.250 7.750 $3,005.07 360 1-Apr-30
8102498 ORMOND BEACH FL 32176 SFD 8.750 7.750 $2,867.52 360 1-Apr-30
8102684 CHICAGO IL 60614 LCO 8.750 7.750 $2,592.96 360 1-Apr-30
8102729 GIG HARBOR WA 98335 SFD 8.250 7.750 $2,971.26 360 1-May-30
8103607 SEATTLE WA 98104 LCO 8.500 7.750 $2,498.97 360 1-Apr-30
8105560 TONKA BAY MN 55331 SFD 8.500 7.750 $2,806.53 360 1-May-30
8105628 HARWOOD MD 20776 SFD 8.625 7.750 $2,333.37 360 1-Apr-30
8106651 KEYSTONE CO 80435 SFD 9.125 7.750 $3,090.99 360 1-May-30
8107103 INVERNESS IL 60067 SFD 8.625 7.750 $2,722.26 360 1-May-30
8107882 BURBANK CA 91506 SFD 8.750 7.750 $2,320.77 360 1-May-30
8109015 WINCHESTER MA 01890 LCO 8.250 7.750 $2,704.56 360 1-Jun-30
8109356 MARSTONS MILLS MA 02648 SFD 8.125 7.750 $2,938.06 360 1-May-30
8109372 CARLISLE MA 01741 SFD 8.750 7.750 $2,637.02 360 1-May-30
8109665 GLEN BURNIE MD 21060 SFD 8.500 7.750 $330.63 360 1-May-30
8110275 GREENVILLE DE 19807 SFD 8.500 7.750 $3,537.00 360 1-May-30
8110327 APPLE VALLEY MN 55124 PUD 8.250 7.750 $637.83 360 1-May-30
8112008 PLEASANTON CA 94566 SFD 8.375 7.750 $2,036.99 360 1-May-30
8112205 MORRISTOWN TN 37814 SFD 8.250 7.750 $4,883.23 360 1-Jun-30
8113355 LADERA RANCH CA 92694 SFD 8.375 7.750 $2,547.76 360 1-May-30
8113410 HILLSBORO OR 97124 SFD 8.875 7.750 $891.12 360 1-Apr-30
8114138 ASHBURN VA 20147 SFD 7.375 7.108 $1,878.64 360 1-May-30
8114513 SAN DIEGO CA 92121 SFD 8.000 7.733 $2,240.92 360 1-May-30
8114990 SANTA CRUZ CA 95060 SFD 8.375 7.750 $1,417.53 360 1-Jun-30
8115145 LITTLETON CO 80121 SFD 8.500 7.750 $3,044.90 360 1-Jun-30
8115213 WATSONVILLE CA 95076 SFD 8.875 7.750 $2,367.84 360 1-Jun-30
8115352 WHITTIER CA 90603 SFD 8.375 7.750 $4,940.47 360 1-Apr-30
8115458 FOLSOM CA 95630 SFD 8.375 7.750 $2,251.71 360 1-May-30
8115661 HERCULES CA 94547 SFD 8.375 7.750 $2,344.20 360 1-May-30
8116103 GRAND JCT CO 81503 SFD 8.500 7.750 $2,399.01 360 1-May-30
8116382 KENNETT SQUARE PA 19348 SFD 7.875 7.608 $2,030.19 360 1-Jun-30
8117925 VENTURA CA 93003 SFD 8.250 7.750 $2,996.05 360 1-Jun-30
8119773 SAN FRANCISCO CA 94118 SFD 8.500 7.750 $2,422.08 360 1-Apr-30
8120509 SACRAMENTO CA 95864 SFD 8.375 7.750 $3,420.32 360 1-May-30
8121688 SAN DIEGO CA 92131 SFD 8.625 7.750 $4,168.95 360 1-Apr-30
8121999 STERLING VA 20165 SFD 8.000 7.733 $2,014.18 360 1-Jun-30
8122073 FRESNO CA 93720 SFD 8.750 7.750 $2,320.77 360 1-May-30
8124001 SOUTH KINGSTOWN RI 02879 SFD 8.750 7.750 $2,279.46 360 1-Jun-30
8124130 MOUNT SINAI NY 11766 SFD 8.625 7.750 $2,784.49 360 1-May-30
8125013 STOWE VT 05672 SFD 8.875 7.750 $2,386.93 360 1-May-30
8126071 FAIRHOPE AL 36532 SFD 8.750 7.750 $2,230.30 360 1-May-30
8127163 ANNANDALE VA 22003 SFD 8.000 7.733 $2,054.54 360 1-Jun-30
8127447 MAMMOTH LAKES CA 93546 SFD 8.625 7.750 $2,671.71 360 1-May-30
8127761 HOUSTON TX 77007 SFD 8.500 7.750 $2,828.83 360 1-May-30
8128434 LONGMONT CO 80504 SFD 8.375 7.750 $2,181.41 360 1-May-30
8129633 ORANGE CA 92867 SFD 8.375 7.750 $2,224.28 360 1-Jun-30
8129927 GASTONIA NC 28056 SFD 8.375 7.750 $2,072.72 360 1-Jun-30
8130263 CHASKA MN 55318 SFD 8.625 7.750 $2,426.70 360 1-May-30
8130321 NAPA CA 94558 SFD 8.125 7.750 $3,712.49 360 1-May-30
8131570 GRAND JUNCTION CO 81503 SFD 8.250 7.750 $3,005.07 360 1-May-30
8131654 ROCHESTER MA 02770 SFD 8.625 7.750 $2,529.17 240 1-May-20
8131861 HOUSTON TX 77024 SFD 8.500 7.750 $5,920.63 360 1-Jun-30
8132798 EMERALD ISLE NC 28594 LCO 8.375 7.750 $2,531.04 360 1-May-30
8133570 BOCA RATON FL 33431 SFD 8.375 7.750 $2,477.84 360 1-Jun-30
8133758 PEMBROKE PINES FL 33028 SFD 9.625 7.750 $1,560.22 360 1-Jun-30
8134014 THOUSAND OAKS CA 91361 SFD 8.500 7.750 $3,267.88 360 1-May-30
8135305 CARMICHAEL CA 95608 SFD 8.500 7.750 $2,583.55 360 1-May-30
8135778 SAN ANTONIO TX 78230 SFD 8.750 7.750 $2,517.44 360 1-Jun-30
8136332 NORTH HALEDON NJ 07508 SFD 9.250 7.750 $534.74 360 1-Jun-30
8137679 SANTA ROSA CA 95404 SFD 8.625 7.750 $2,800.04 360 1-May-30
8139901 WOODINVILLE WA 98072 SFD 8.625 7.750 $2,488.93 360 1-May-30
8140271 SEATTLE WA 98119 SFD 8.375 7.750 $3,800.36 360 1-May-30
8140767 DENVER CO 80218 SFD 8.625 7.750 $3,422.27 360 1-May-30
8140823 BARTLETT IL 60103 SFD 7.625 7.358 $2,157.36 360 1-May-30
8141259 SIMI VALLEY CA 93065 SFD 7.875 7.608 $3,311.54 360 1-Jun-30
8141292 VIENNA VA 22181 SFD 8.625 7.750 $2,184.03 360 1-May-30
8141916 SANTA BARBARA CA 93108 SFD 8.375 7.750 $4,560.43 360 1-May-30
8142350 BEAUMONT TX 77706 SFD 8.375 7.750 $1,851.54 360 1-May-30
8142626 LEWIS CENTER OH 43035 SFD 8.125 7.750 $1,113.75 360 1-May-30
8143541 ORONO MN 55391 SFD 8.500 7.750 $3,217.14 360 1-Jun-30
8143996 TURLOCK CA 95382 SFD 8.750 7.750 $1,410.55 360 1-Jun-30
8144069 SCOTTSDALE AZ 85254 SFD 8.375 7.750 $1,216.12 360 1-May-30
8144079 PISMO BEACH CA 93449 SFD 8.375 7.750 $3,216.63 360 1-Jun-30
8144714 MONTCLAIR TWP NJ 07043 SFD 8.875 7.750 $2,602.88 240 1-Jun-20
8145712 BRISBANE CA 94005 LCO 8.625 7.750 $2,458.52 360 1-May-30
8145722 SALINAS CA 93907 SFD 8.750 7.750 $3,304.14 360 1-Jun-30
8146111 WASHINGTON DC 20003 SFD 8.125 7.750 $2,524.49 360 1-Jun-30
8146139 MENOMONEE FALLS WI 53051 SFD 8.500 7.750 $2,469.75 360 1-Jun-30
8146314 ANNAPOLIS MD 21401 SFD 7.875 7.608 $2,639.25 360 1-Jun-30
8147204 CASTRO VALLEY CA 94500 SFD 8.500 7.750 $2,614.31 360 1-May-30
8150975 BURR RIDGE IL 60521 SFD 8.625 7.750 $2,722.26 360 1-Jun-30
8152169 MCKINNEY TX 75070 SFD 8.375 7.750 $1,653.16 360 1-Jun-30
8152429 HOUSTON TX 77019 SFD 8.250 7.750 $2,403.45 360 1-May-30
8153271 SACRAMENTO CA 95831 SFD 8.875 7.750 $2,307.37 360 1-May-30
8153602 RICHMOND VA 23229 SFD 7.750 7.483 $1,464.35 360 1-Jun-30
8153820 BRIDGEWATER NJ 08807 SFD 8.625 7.750 $2,190.26 360 1-Jun-30
8153914 WILDWOOD MO 63038 SFD 8.625 7.750 $2,831.16 360 1-May-30
8154568 SUNNYVALE CA 94087 SFD 8.500 7.750 $2,436.69 360 1-Jun-30
8154819 FLUSHING NY 11358 SFD 8.625 7.750 $2,177.81 360 1-Jun-30
8155157 MIDDLETOWN NJ 07738 SFD 8.000 7.733 $2,230.64 360 1-Jun-30
8156938 MADILL OK 73446 SFD 8.250 7.750 $2,629.43 360 1-Jun-30
8157373 OMAHA NE 68164 SFD 9.000 7.750 $2,936.87 360 1-May-30
8157425 MAPLE GROVE MN 55311 SFD 8.500 7.750 $2,558.18 360 1-May-30
8157889 ANDOVER MN 55304 SFD 8.500 7.750 $2,275.99 360 1-Jun-30
8160976 ARVADA CO 80007 SFD 8.125 7.750 $2,138.39 360 1-Jun-30
8162412 TEMPLETON CA 93465 SFD 8.500 7.750 $2,422.08 360 1-Jun-30
8162483 DAVIS CA 95616 SFD 8.500 7.750 $2,213.70 360 1-Jun-30
8165530 HERCULES CA 94547 SFD 8.625 7.750 $2,212.03 360 1-Jun-30
8166255 SPARTA TOWNSHIP NJ 07871 SFD 8.875 7.750 $2,935.93 360 1-Jun-30
8167266 SOUTHLAKE TX 76092 SFD 8.375 7.750 $2,736.26 360 1-Jun-30
8168175 BURKE VA 22015 SFD 8.500 7.750 $4,613.48 360 1-Jun-30
8168248 TRABUCO CANYON CA 92679 SFD 8.250 7.750 $2,223.15 360 1-Jun-30
8168903 OAK BROOK IL 60523 SFD 8.750 7.750 $2,584.31 360 1-Jun-30
8173193 SEATTLE WA 98112 SFD 9.500 7.750 $8,408.54 360 1-Jun-30
8174840 DYER IN 46311 SFD 8.500 7.750 $2,383.63 360 1-Jun-30
8175379 CHICO CA 95926 SFD 9.000 7.750 $2,530.94 360 1-Jun-30
8175616 RENO NV 89509 SFD 8.625 7.750 $3,608.17 360 1-Jun-30
8177098 OCEAN CITY NJ 08226 LCO 8.875 7.750 $3,321.02 360 1-Jun-30
8178361 ARLINGTON TX 76017 SFD 8.000 7.733 $997.33 360 1-Jun-30
8180501 BARTLETT IL 60103 SFD 9.750 7.750 $3,402.26 360 1-Jun-30
8184454 BIG FORK MT 59911 SFD 9.500 7.750 $2,383.82 360 1-Jun-30
8186420 KERRVILLE TX 78028 SFD 8.875 7.750 $1,392.38 360 1-Jun-30
8196154 BOCA RATON FL 33496 SFD 9.875 7.750 $3,360.51 360 1-Jun-30
</TABLE>
<PAGE>
EXHIBIT F-2 (cont'd)
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
----- ------------ ------- ------- --------- ------- -------- --------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ----------- -------- ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
4717520 $122,184.94 94.96 33 0.250 0.017 0.000
4934114 $999,481.57 56.95 0.250 0.017 1.233
4953182 $384,941.53 80.00 0.250 0.017 0.000
4970906 $426,727.72 70.00 0.250 0.017 0.233
4978187 $374,766.91 77.96 0.250 0.017 0.358
5049995 $301,321.99 90.00 33 0.250 0.017 0.608
5086149 $412,262.67 82.83 33 0.250 0.017 0.733
5092354 $285,831.15 72.77 0.250 0.017 0.608
5101372 $396,765.61 77.16 0.250 0.017 0.608
5108015 $334,178.52 79.56 0.250 0.017 0.608
5114086 $522,906.04 67.74 0.250 0.017 0.608
5123588 $284,818.27 31.67 0.250 0.017 0.233
5129177 $335,782.00 80.00 0.250 0.017 0.608
5133318 $555,590.45 69.97 0.250 0.017 0.000
5135339 $303,620.78 46.06 0.250 0.017 0.358
5147214 $548,993.31 76.50 0.250 0.017 0.483
5147498 $343,401.91 80.00 0.250 0.017 0.733
5147900 $348,000.00 80.00 0.250 0.017 0.358
5149744 $269,809.43 51.83 0.250 0.017 0.000
5151325 $367,782.73 80.00 0.250 0.017 0.608
5152288 $263,540.24 90.00 33 0.250 0.017 0.483
5154567 $599,607.51 50.00 FX30YR 0.250 0.017 0.108
5159048 $649,635.59 76.47 0.250 0.017 0.858
5160683 $305,218.76 80.00 0.250 0.017 0.358
5160993 $423,877.60 69.45 0.250 0.017 0.108
5161587 $305,078.87 75.00 0.250 0.017 0.858
5162145 $355,555.90 80.00 0.250 0.017 0.358
5164228 $616,000.00 70.00 FX30YR 0.250 0.017 0.733
5164985 $283,430.68 55.23 0.250 0.017 0.858
5165799 $395,088.34 70.00 0.250 0.017 1.233
5165960 $447,469.10 80.00 0.250 0.017 0.608
5166623 $284,464.84 77.27 0.250 0.017 0.358
5167704 $371,676.71 74.83 0.250 0.017 0.108
5167876 $276,663.19 79.83 0.250 0.017 0.483
5167977 $297,395.25 90.00 33 0.250 0.017 0.858
5707305 $432,705.89 79.99 0.250 0.017 0.108
5708005 $339,208.91 85.00 01 0.250 0.017 0.733
5708384 $199,785.52 54.13 0.250 0.017 1.108
5708610 $379,763.80 80.00 0.250 0.017 0.358
5709211 $399,538.06 58.39 0.250 0.017 0.733
5709976 $346,320.36 90.00 06 0.250 0.017 1.233
5710406 $1,574,769.20 61.68 0.250 0.017 0.108
5710426 $879,688.69 35.21 0.250 0.017 0.233
5711144 $318,566.61 75.00 0.250 0.017 0.733
5711694 $535,658.21 80.00 0.250 0.017 0.233
5711986 $487,711.88 80.00 0.250 0.017 0.608
5712060 $581,088.59 64.61 0.250 0.017 0.358
5712124 $463,464.12 80.00 0.250 0.017 0.733
5713347 $649,209.67 79.27 0.250 0.017 0.483
5713370 $555,663.17 80.00 0.250 0.017 0.483
5713602 $599,270.45 54.30 0.250 0.017 0.483
5713794 $420,000.00 80.00 0.250 0.017 0.483
5713844 $522,191.51 72.32 0.250 0.017 0.608
5714045 $459,721.32 60.53 0.250 0.017 0.483
5714069 $339,788.67 73.12 0.250 0.017 0.358
5714091 $416,734.09 52.85 0.250 0.017 0.233
5714237 $311,920.00 80.00 0.250 0.017 0.733
5715020 $382,955.64 80.00 0.250 0.017 0.233
5715165 $307,644.29 80.00 0.250 0.017 0.733
5715173 $623,201.44 80.00 0.250 0.017 0.233
5715911 $381,147.78 80.00 0.250 0.017 0.608
5716043 $299,813.53 64.52 0.250 0.017 0.358
5716362 $321,508.58 69.99 0.250 0.017 0.483
5717351 $416,000.00 80.00 0.250 0.017 0.000
5717727 $599,587.08 80.00 0.250 0.017 0.000
5717864 $399,724.72 56.34 0.250 0.017 0.000
5718013 $289,841.59 80.00 0.250 0.017 0.983
5718634 $315,584.91 80.00 0.250 0.017 0.608
5718849 $349,787.97 76.09 0.250 0.017 0.483
5719571 $72,351.62 63.04 0.250 0.017 0.483
5719900 $307,727.38 79.99 0.250 0.017 0.858
5719986 $328,311.00 90.00 24 0.250 0.017 0.733
5720407 $439,365.11 80.00 0.250 0.017 0.483
5720426 $449,438.64 76.27 0.250 0.017 0.358
5721272 $99,884.52 52.36 0.250 0.017 0.733
5721803 $649,209.67 79.27 0.250 0.017 0.483
5721825 $279,561.77 80.00 0.250 0.017 0.233
5722005 $519,676.79 80.00 0.250 0.017 0.358
5722038 $359,798.17 64.29 0.250 0.017 0.858
5722163 $400,000.00 44.94 0.250 0.017 0.233
5722183 $383,767.37 80.00 0.250 0.017 0.483
5722237 $514,663.11 72.03 0.250 0.017 0.108
5722264 $277,835.87 61.10 0.250 0.017 0.608
5722487 $323,808.71 80.00 0.250 0.017 0.608
5722592 $124,925.00 95.00 33 0.250 0.017 0.233
5722671 $999,329.02 58.11 0.250 0.017 0.000
5722721 $360,000.00 80.00 0.250 0.017 0.233
5722809 $532,000.00 80.00 0.250 0.017 0.358
5722934 $295,000.00 60.82 0.250 0.017 0.733
5723151 $350,000.00 58.33 0.250 0.017 0.358
5723153 $475,718.97 80.00 0.250 0.017 0.608
5723178 $349,782.46 67.96 0.250 0.017 0.358
5723328 $330,000.00 55.93 0.250 0.017 0.608
5723491 $509,698.90 64.76 0.250 0.017 0.608
5723778 $278,626.70 85.00 06 0.250 0.017 0.358
5723847 $338,200.20 80.00 0.250 0.017 0.608
5724375 $124,927.88 39.06 0.250 0.017 0.733
5725067 $413,342.92 80.00 0.250 0.017 0.358
5725113 $381,380.45 80.00 0.250 0.017 0.733
5725348 $649,654.09 65.57 0.250 0.017 1.108
5725752 $300,000.00 51.28 0.250 0.017 0.483
5725889 $393,033.70 79.99 0.250 0.017 0.608
5726482 $335,601.81 80.00 0.250 0.017 0.608
5726671 $327,444.25 89.86 12 0.250 0.017 0.858
5727076 $294,400.00 80.00 0.250 0.017 0.483
5727171 $274,810.74 73.33 0.250 0.017 0.000
5727420 $378,911.89 66.55 0.250 0.017 0.733
5727544 $747,023.34 65.00 0.250 0.017 0.233
5727668 $351,763.81 80.00 0.250 0.017 0.000
5727778 $277,381.86 79.99 0.250 0.017 0.483
5728028 $527,889.64 70.00 0.250 0.017 0.733
5728208 $909,489.84 65.00 0.250 0.017 0.858
5728210 $335,086.19 70.00 0.250 0.017 0.233
5729478 $179,069.21 75.00 0.250 0.017 0.608
5729899 $296,853.91 88.66 06 0.250 0.017 1.483
5730050 $329,800.08 69.69 0.250 0.017 0.483
5730056 $350,000.00 54.77 0.250 0.017 0.483
5730164 $346,458.95 80.00 0.250 0.017 0.608
5730172 $295,666.88 80.00 0.250 0.017 0.858
5730184 $483,000.00 70.00 0.250 0.017 0.483
5730493 $379,757.68 80.00 0.250 0.017 0.233
5730561 $149,915.90 56.07 0.250 0.017 0.858
5730624 $449,682.39 53.00 0.250 0.017 0.000
5730912 $380,000.00 54.29 0.250 0.017 0.608
5730920 $599,270.45 62.34 0.250 0.017 0.483
5731093 $292,313.48 90.00 33 0.250 0.017 0.233
5731140 $398,951.87 80.00 0.250 0.017 0.358
5731272 $399,757.68 78.43 0.250 0.017 0.483
5731281 $487,436.42 80.00 0.250 0.017 0.733
5731497 $309,531.72 79.49 0.250 0.017 0.233
5731722 $359,573.37 80.00 0.250 0.017 0.608
5731842 $373,002.59 90.00 33 0.250 0.017 0.483
5731917 $285,431.38 80.00 0.250 0.017 0.608
5731954 $400,000.00 60.11 0.250 0.017 0.608
5731971 $288,828.99 89.97 33 0.250 0.017 0.858
5731972 $409,461.79 57.75 0.250 0.017 0.108
5732268 $299,635.23 66.47 0.250 0.017 0.483
5732277 $359,545.88 90.00 13 0.250 0.017 0.358
5732336 $293,563.46 65.33 0.250 0.017 0.483
5733427 $333,550.30 80.00 0.250 0.017 0.000
5733777 $379,769.79 80.00 0.250 0.017 0.483
5733975 $111,932.14 70.00 0.250 0.017 0.483
5734095 $290,433.85 64.27 0.250 0.017 0.233
5734274 $636,000.00 80.00 0.250 0.017 0.233
5734396 $259,204.60 95.00 01 0.250 0.017 0.858
5734446 $264,839.45 46.90 0.250 0.017 0.483
5734583 $277,237.63 89.97 33 0.250 0.017 0.858
5734634 $287,854.56 90.00 01 0.250 0.017 1.358
5734838 $380,744.35 64.58 0.250 0.017 0.000
5735367 $366,977.54 80.00 0.250 0.017 0.483
5735726 $310,871.56 75.00 0.250 0.017 0.483
5735874 $271,638.56 80.00 0.250 0.017 0.608
5736035 $274,138.03 95.00 01 0.250 0.017 0.733
5736048 $331,808.98 80.00 0.250 0.017 0.733
5736171 $342,769.85 79.95 0.250 0.017 0.000
5736233 $998,931.63 50.00 0.250 0.017 1.108
5736515 $799,476.69 55.89 0.250 0.017 0.108
5736554 $338,989.16 79.95 0.250 0.017 0.358
5737013 $261,000.00 90.00 33 0.250 0.017 0.733
5737218 $991,939.10 43.17 0.250 0.017 1.108
5737241 $314,000.00 80.00 0.250 0.017 0.733
5737263 $454,432.42 47.95 0.250 0.017 0.358
5737338 $288,861.55 84.98 13 0.250 0.017 1.608
5737413 $128,174.28 75.00 0.250 0.017 0.608
5737527 $257,500.00 89.97 06 0.250 0.017 1.608
5737553 $301,542.24 79.99 0.250 0.017 0.608
5737639 $300,155.20 88.59 33 0.250 0.017 0.733
5737885 $301,439.50 79.89 0.250 0.017 1.108
5737959 $366,650.00 68.85 0.250 0.017 0.000
5738226 $338,994.51 80.00 0.250 0.017 0.483
5738340 $377,359.22 80.00 0.250 0.017 0.233
5738610 $575,281.46 80.00 0.250 0.017 0.358
5738699 $286,247.58 80.00 0.250 0.017 1.108
5738933 $278,343.86 89.84 33 0.250 0.017 0.858
5738998 $368,770.64 78.68 0.250 0.017 0.358
5739283 $299,793.54 42.92 0.250 0.017 0.000
5739431 $184,791.81 64.91 0.250 0.017 0.858
5739543 $325,000.00 74.29 0.250 0.017 0.233
5739648 $299,662.40 77.12 0.250 0.017 0.858
5739858 $337,500.00 90.00 33 0.250 0.017 0.608
5739967 $330,807.51 79.98 0.250 0.017 0.608
5739983 $262,671.93 62.62 0.250 0.017 0.358
5740030 $319,811.07 80.00 0.250 0.017 0.608
5740065 $392,000.00 80.00 0.250 0.017 0.858
5740274 $254,148.55 79.53 0.250 0.017 0.000
5740405 $311,657.86 80.00 0.250 0.017 0.983
5740510 $284,827.34 68.67 0.250 0.017 0.483
5740549 $439,719.42 48.89 0.250 0.017 0.233
5741260 $430,619.41 80.00 0.250 0.017 0.000
5741371 $334,791.77 77.01 0.250 0.017 0.358
5741488 $196,000.00 70.00 0.250 0.017 0.858
5741750 $975,000.00 75.00 0.250 0.017 0.608
5741789 $649,595.99 77.84 0.250 0.017 0.358
5741888 $371,800.00 79.97 0.250 0.017 0.858
5741895 $851,513.27 56.93 0.250 0.017 1.233
5741908 $439,726.52 80.00 0.250 0.017 0.358
5742098 $271,129.30 80.00 0.250 0.017 0.483
5742388 $291,836.29 80.00 0.250 0.017 0.858
5742497 $299,827.39 56.60 0.250 0.017 0.733
5742735 $415,344.37 80.00 0.250 0.017 0.483
5742861 $334,454.11 68.25 0.250 0.017 0.733
5742905 $357,823.91 62.26 0.250 0.017 1.483
5742910 $300,366.99 68.64 0.250 0.017 0.358
5743470 $267,833.42 80.00 0.250 0.017 0.358
5743708 $449,754.19 47.37 0.250 0.017 0.983
5744044 $545,277.87 80.00 0.250 0.017 0.608
5744067 $298,228.31 51.45 0.250 0.017 0.733
5744148 $321,804.92 67.79 0.250 0.017 0.483
5744250 $469,243.26 90.00 01 0.250 0.017 0.608
5744452 $399,775.75 61.63 0.250 0.017 0.858
5744669 $456,000.00 75.00 0.250 0.017 1.108
5744746 $303,200.00 80.00 0.250 0.017 0.858
5744802 $330,000.00 67.36 0.250 0.017 0.608
5745105 $307,627.44 90.00 06 0.250 0.017 0.858
5745399 $202,894.75 73.66 0.250 0.017 1.233
5745493 $320,815.32 58.26 0.250 0.017 0.733
5745926 $352,352.35 89.99 11 0.250 0.017 0.858
5746282 $409,764.10 62.12 0.250 0.017 0.733
5746999 $368,000.00 80.00 0.250 0.017 0.983
5747609 $485,445.52 80.00 0.250 0.017 1.108
5747807 $314,900.00 89.97 33 0.250 0.017 0.858
5747841 $322,032.95 89.50 06 0.250 0.017 1.233
5747991 $284,844.32 55.88 0.250 0.017 0.983
5748400 $330,000.00 63.34 0.250 0.017 0.733
5748560 $552,000.00 80.00 0.250 0.017 0.483
5750177 $349,813.74 67.31 0.250 0.017 1.108
5750544 $317,407.60 79.63 0.250 0.017 0.483
5750578 $399,769.87 54.79 0.250 0.017 0.733
5750736 $349,808.82 28.52 0.250 0.017 0.983
5751629 $720,000.00 62.61 0.250 0.017 0.358
5752245 $335,780.00 80.00 0.250 0.017 0.483
5753228 $499,733.91 60.02 0.250 0.017 1.108
5753561 $379,440.00 80.00 0.250 0.017 1.733
5754499 $699,664.65 70.00 0.250 0.017 1.608
5754604 $280,000.00 80.00 0.250 0.017 0.358
5756068 $399,813.38 50.00 0.250 0.017 1.733
5756193 $336,000.00 80.00 0.250 0.017 0.858
5757250 $359,781.91 80.00 0.250 0.017 0.483
5759795 $459,728.42 80.00 0.250 0.017 0.608
5759909 $331,950.00 79.99 0.250 0.017 0.983
5760432 $599,000.00 60.51 0.250 0.017 0.233
5760603 $319,834.10 74.94 0.250 0.017 1.233
5760887 $371,000.00 49.47 0.250 0.017 1.108
5761044 $645,000.00 68.62 0.250 0.017 1.608
5761151 $310,000.00 80.00 0.250 0.017 0.608
5761472 $346,984.20 80.00 0.250 0.017 0.358
5761505 $89,950.84 75.00 0.250 0.017 0.983
5761658 $942,500.00 65.00 0.250 0.017 0.858
5761826 $296,000.00 80.00 0.250 0.017 1.233
5762102 $350,000.00 63.64 0.250 0.017 0.858
5762937 $415,200.00 80.00 0.250 0.017 0.608
5763853 $560,000.00 70.00 0.250 0.017 0.733
5763906 $350,000.00 79.55 0.250 0.017 0.608
5764217 $406,000.00 80.00 0.250 0.017 0.608
5765278 $339,377.44 90.00 06 0.250 0.017 0.983
5765535 $299,000.00 74.94 0.250 0.017 0.608
5765923 $269,848.63 90.00 01 0.250 0.017 0.858
5765929 $308,379.98 89.99 01 0.250 0.017 0.233
5767701 $291,600.00 90.00 33 0.250 0.017 0.483
5774602 $129,500.00 70.00 0.250 0.017 1.108
7513640 $349,752.98 65.99 0.250 0.017 0.000
7669133 $450,097.61 70.00 0.250 0.017 0.000
7673331 $734,390.54 64.81 0.250 0.017 0.000
7707636 $299,464.81 64.52 0.250 0.017 0.608
7709857 $598,929.62 74.07 0.250 0.017 0.608
7749402 $399,304.56 80.00 0.250 0.017 0.733
7755118 $570,042.54 80.00 0.250 0.017 0.000
7759573 $319,600.82 80.00 0.250 0.017 0.358
7783605 $300,404.66 80.00 0.250 0.017 0.733
7802277 $489,833.65 80.00 0.250 0.017 0.733
7841179 $315,887.90 79.75 0.250 0.017 0.000
7847213 $288,506.29 79.99 0.250 0.017 0.000
7848759 $300,061.93 77.42 0.250 0.017 0.858
7853862 $389,072.67 90.00 01 0.250 0.017 0.858
7858342 $324,334.41 80.00 0.250 0.017 0.233
7870802 $371,014.20 80.00 0.250 0.017 0.608
7876586 $523,852.79 70.00 0.250 0.017 0.000
7881112 $404,532.53 54.20 0.250 0.017 0.000
7893402 $334,786.39 77.21 0.250 0.017 0.233
7900198 $343,796.90 80.00 0.250 0.017 0.608
7901550 $319,590.50 80.00 0.250 0.017 0.233
7905451 $199,756.82 62.94 0.250 0.017 0.483
7910557 $319,649.11 78.05 0.250 0.017 0.983
7912183 $323,082.68 68.42 0.250 0.017 0.233
7912962 $355,527.20 80.00 0.250 0.017 0.483
7925531 $489,079.87 75.08 0.250 0.017 0.108
7932307 $306,383.68 80.00 0.250 0.017 0.108
7951229 $429,177.39 85.00 33 0.250 0.017 1.233
7953361 $298,752.42 90.00 06 0.250 0.017 0.858
7954566 $355,699.18 78.14 0.250 0.017 0.000
7966101 $399,763.84 63.07 0.250 0.017 0.608
7968606 $117,332.17 64.11 0.250 0.017 0.733
7971853 $353,632.81 79.84 0.250 0.017 0.000
7981559 $311,161.08 80.00 0.250 0.017 0.000
7986527 $323,406.98 79.02 0.250 0.017 0.483
7988385 $499,664.51 59.97 0.250 0.017 0.000
7994924 $349,585.25 79.91 0.250 0.017 0.608
8005762 $253,431.75 56.56 0.250 0.017 0.000
8007329 $454,632.16 80.00 0.250 0.017 0.358
8011008 $336,599.55 90.00 01 0.250 0.017 0.733
8016528 $290,087.28 90.00 11 0.250 0.017 0.858
8023252 $275,476.98 70.00 0.250 0.017 0.483
8025938 $349,793.37 58.08 0.250 0.017 0.608
8028426 $309,571.91 64.18 0.250 0.017 0.000
8029635 $299,625.76 64.73 0.250 0.017 0.358
8032392 $355,147.42 80.00 0.250 0.017 0.358
8033977 $307,563.83 80.00 0.250 0.017 0.000
8033983 $336,704.12 80.00 0.250 0.017 0.000
8037077 $350,764.49 78.00 0.250 0.017 0.000
8040027 $352,559.23 78.44 0.250 0.017 0.733
8041540 $349,528.74 51.23 0.250 0.017 0.000
8043401 $326,032.69 79.22 0.250 0.017 0.858
8050097 $347,598.10 80.00 0.250 0.017 0.733
8053856 $455,650.83 80.00 0.250 0.017 0.608
8053906 $299,635.23 51.72 0.250 0.017 0.483
8055792 $160,777.68 89.49 06 0.250 0.017 0.000
8056774 $398,449.18 80.00 0.250 0.017 0.733
8062210 $368,119.15 90.00 01 0.250 0.017 0.608
8062541 $320,063.87 75.00 0.250 0.017 0.483
8064228 $998,814.96 68.26 0.250 0.017 0.608
8064331 $479,121.47 80.00 0.250 0.017 0.483
8065516 $306,961.85 90.00 11 0.250 0.017 0.608
8067546 $174,787.21 70.00 0.250 0.017 0.483
8067980 $367,675.99 80.00 0.250 0.017 0.858
8069454 $258,321.07 58.51 0.250 0.017 0.000
8071689 $338,427.31 80.00 0.250 0.017 0.358
8074476 $319,610.92 80.00 0.250 0.017 0.483
8074477 $377,939.90 80.00 0.250 0.017 0.483
8074548 $519,414.81 80.00 0.250 0.017 0.858
8076658 $333,114.84 74.11 0.250 0.017 0.733
8076915 $153,603.56 95.00 06 0.250 0.017 0.233
8078468 $505,665.35 75.00 0.250 0.017 0.733
8079533 $399,775.75 88.89 13 0.250 0.017 0.858
8080807 $235,849.51 80.00 0.250 0.017 0.233
8081897 $317,891.84 95.00 11 0.250 0.017 0.858
8082013 $332,998.15 80.00 0.250 0.017 0.483
8085681 $99,812.24 51.28 0.250 0.017 0.358
8086857 $294,898.12 95.00 01 0.250 0.017 0.608
8087545 $283,654.70 80.00 0.250 0.017 0.483
8088870 $317,932.95 80.00 0.250 0.017 0.483
8091172 $449,217.62 79.65 0.250 0.017 0.733
8092149 $309,489.30 80.00 0.250 0.017 0.858
8093481 $998,784.09 53.33 0.250 0.017 0.483
8093575 $335,580.86 80.00 0.250 0.017 0.358
8094755 $185,024.76 75.00 0.250 0.017 0.483
8095525 $349,776.82 76.94 0.250 0.017 0.233
8099093 $248,307.00 80.00 0.250 0.017 0.233
8099286 $414,215.38 80.00 0.250 0.017 0.358
8101201 $787,582.62 65.00 0.250 0.017 0.000
8101653 $431,167.90 80.00 0.250 0.017 0.233
8102176 $399,229.52 68.38 0.250 0.017 0.233
8102498 $363,866.27 90.00 01 0.250 0.017 0.733
8102684 $322,016.60 78.85 0.250 0.017 0.733
8102729 $394,993.87 79.90 0.250 0.017 0.233
8103607 $324,405.14 44.83 0.250 0.017 0.483
8105560 $364,556.21 54.89 0.250 0.017 0.483
8105628 $299,464.81 68.97 0.250 0.017 0.608
8106651 $379,494.13 78.35 0.250 0.017 1.108
8107103 $349,585.25 67.96 0.250 0.017 0.608
8107882 $294,299.54 62.77 0.250 0.017 0.733
8109015 $359,770.44 65.69 0.250 0.017 0.233
8109356 $395,056.27 65.95 0.250 0.017 0.108
8109372 $334,812.89 80.00 0.250 0.017 0.733
8109665 $42,937.65 44.56 0.250 0.017 0.483
8110275 $459,440.69 80.00 0.250 0.017 0.483
8110327 $84,791.35 62.94 0.250 0.017 0.233
8112008 $267,665.69 80.00 0.250 0.017 0.358
8112205 $649,468.75 76.47 0.250 0.017 0.233
8113355 $334,781.86 80.00 0.250 0.017 0.358
8113410 $111,806.33 70.00 0.250 0.017 0.858
8114138 $271,584.78 80.00 0.250 0.017 0.000
8114513 $304,988.79 80.00 0.250 0.017 0.000
8114990 $186,384.08 18.90 0.250 0.017 0.358
8115145 $395,760.10 80.00 0.250 0.017 0.483
8115213 $297,433.16 80.00 0.250 0.017 0.858
8115352 $648,779.49 76.47 0.250 0.017 0.358
8115458 $295,880.45 80.00 0.250 0.017 0.358
8115661 $308,033.26 80.00 0.250 0.017 0.358
8116103 $311,620.64 80.00 0.250 0.017 0.483
8116382 $279,807.31 80.00 0.250 0.017 0.000
8117925 $398,545.70 80.00 0.250 0.017 0.233
8119773 $313,861.69 54.12 0.250 0.017 0.483
8120509 $449,438.66 35.43 0.250 0.017 0.358
8121688 $535,043.81 80.00 0.250 0.017 0.608
8121999 $274,315.82 90.00 11 0.250 0.017 0.000
8122073 $294,659.30 79.73 0.250 0.017 0.733
8124001 $289,583.30 95.00 06 0.250 0.017 0.733
8124130 $357,575.76 79.96 0.250 0.017 0.608
8125013 $299,662.40 45.80 0.250 0.017 0.858
8126071 $283,172.59 89.99 06 0.250 0.017 0.733
8127163 $279,812.13 80.00 0.250 0.017 0.000
8127447 $342,943.21 61.89 0.250 0.017 0.608
8127761 $367,452.68 80.00 0.250 0.017 0.483
8128434 $286,641.98 70.00 0.250 0.017 0.358
8129633 $292,458.10 80.00 0.250 0.017 0.358
8129927 $272,530.50 72.72 0.250 0.017 0.358
8130263 $311,630.28 80.00 0.250 0.017 0.608
8130321 $477,194.68 62.50 0.250 0.017 0.108
8131570 $399,488.11 69.57 0.250 0.017 0.233
8131654 $287,889.90 95.00 33 0.250 0.017 0.608
8131861 $769,533.54 70.00 0.250 0.017 0.483
8132798 $332,552.52 90.00 06 0.250 0.017 0.358
8133570 $325,797.37 71.49 0.250 0.017 0.358
8133758 $183,470.07 90.00 33 0.250 0.017 1.608
8134014 $424,483.25 48.57 0.250 0.017 0.483
8135305 $335,591.46 80.00 0.250 0.017 0.483
8135778 $319,815.89 80.00 0.250 0.017 0.733
8136332 $64,966.30 31.71 0.250 0.017 1.233
8137679 $359,568.40 75.00 0.250 0.017 0.608
8139901 $319,620.78 80.00 0.250 0.017 0.608
8140271 $499,376.27 78.13 0.250 0.017 0.358
8140767 $439,478.59 48.89 0.250 0.017 0.608
8140823 $304,357.38 80.00 0.250 0.017 0.000
8141259 $456,406.69 80.00 0.250 0.017 0.000
8141292 $280,467.25 80.00 0.250 0.017 0.608
8141916 $599,251.54 46.33 0.250 0.017 0.358
8142350 $243,296.12 80.00 0.250 0.017 0.358
8142626 $149,803.08 60.00 0.250 0.017 0.108
8143541 $418,146.53 79.24 0.250 0.017 0.483
8143996 $179,196.85 81.50 06 0.250 0.017 0.733
8144069 $159,677.75 57.14 0.250 0.017 0.358
8144079 $422,936.95 80.00 0.250 0.017 0.358
8144714 $291,455.96 76.43 0.250 0.017 0.858
8145712 $315,691.94 80.00 0.250 0.017 0.608
8145722 $419,758.36 75.00 0.250 0.017 0.733
8146111 $339,777.59 80.00 0.250 0.017 0.108
8146139 $321,005.42 80.00 0.250 0.017 0.483
8146314 $363,749.50 80.00 0.250 0.017 0.000
8147204 $339,586.58 57.63 0.250 0.017 0.483
8150975 $349,793.37 70.00 0.250 0.017 0.608
8152169 $217,364.81 50.00 0.250 0.017 0.358
8152429 $319,510.60 80.00 0.250 0.017 0.233
8153271 $289,673.64 94.99 06 0.250 0.017 0.858
8153602 $204,255.73 76.53 0.250 0.017 0.000
8153820 $281,433.74 80.00 0.250 0.017 0.608
8153914 $363,568.64 80.00 0.250 0.017 0.608
8154568 $316,708.02 68.89 0.250 0.017 0.483
8154819 $279,834.69 80.00 0.250 0.017 0.608
8155157 $303,796.03 80.00 0.250 0.017 0.000
8156938 $349,776.82 79.64 0.250 0.017 0.233
8157373 $364,599.76 74.49 0.250 0.017 0.983
8157425 $332,295.46 89.99 01 0.250 0.017 0.483
8157889 $295,820.68 80.00 0.250 0.017 0.483
8160976 $287,811.61 80.00 0.250 0.017 0.108
8162412 $314,809.17 70.00 0.250 0.017 0.483
8162483 $287,725.59 90.00 33 0.250 0.017 0.483
8165530 $284,232.10 90.00 11 0.250 0.017 0.608
8166255 $368,793.13 90.00 33 0.250 0.017 0.858
8167266 $359,776.24 80.00 0.250 0.017 0.358
8168175 $599,636.52 80.00 0.250 0.017 0.483
8168248 $295,731.30 80.00 0.250 0.017 0.233
8168903 $328,311.00 82.43 01 0.250 0.017 0.733
8173193 $999,508.13 62.50 0.250 0.017 1.483
8174840 $309,812.20 70.78 0.250 0.017 0.483
8175379 $314,378.19 90.00 01 0.250 0.017 0.983
8175616 $462,626.11 34.36 0.250 0.017 0.608
8177098 $417,166.00 54.56 0.250 0.017 0.858
8178361 $135,828.80 80.00 0.250 0.017 0.000
8180501 $395,815.24 90.00 01 0.250 0.017 1.733
8184454 $283,360.56 90.00 01 0.250 0.017 1.483
8186420 $174,901.89 56.45 0.250 0.017 0.858
8196154 $386,824.18 90.00 11 0.250 0.017 1.858
$173,303.573.26
COUNT 462
WAC 8.542623063
WAM 357.0728191
WALTV 72.98599161
</TABLE>
<PAGE>
EXHIBIT F-3
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----- --------------------------- ----- ----- -------- -------- -------- --------- -------- ---------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
-------- --------------------------- ----- ----- -------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4911173 OMAHA NE 68114 SFD 7.375 7.108 $2,313.76 360 1-Oct-28
5027759 PROVIDENCE RI 02906 SFD 6.750 6.483 $1,777.16 360 1-Apr-29
5159331 CUMMING IA 50061 SFD 8.500 7.750 $2,459.75 360 1-Jun-30
5712412 KAILUA HI 96734 SFD 9.250 7.750 $10,900.45 360 1-Aug-29
5721926 CEDAR RAPIDS IA 52403 SFD 8.500 7.750 $2,952.63 360 1-May-30
5725982 ROCKFORD MI 49341 SFD 9.125 7.750 $2,355.47 360 1-Apr-30
5731495 SAN CARLOS CA 94070 SFD 8.500 7.750 $5,766.85 360 1-Apr-30
5731553 RANCHO PALOS VERDES CA 90275 SFD 8.000 7.483 $2,568.18 360 1-Apr-30
5731663 AUSTIN TX 78746 SFD 8.250 7.733 $2,824.76 360 1-Apr-30
5731675 GOODYEAR AZ 85338 PUD 8.375 7.750 $2,145.31 360 1-Mar-30
5731680 CAVE CREEK AZ 85331 SFD 8.375 7.750 $2,474.80 360 1-Feb-30
5734755 PALM BEACH GARDENS FL 33418 SFD 7.375 7.108 $3,124.10 360 1-Sep-28
5734778 KEY BISCAYNE FL 33149 SFD 7.500 7.233 $3,670.88 360 1-Jul-29
5734880 GILBERT SC 29054 SFD 7.750 7.483 $2,307.21 360 1-Jul-29
5734895 DULUTH GA 30097 SFD 7.000 6.733 $1,700.51 360 1-Jun-29
5734980 BRENTWOOD TN 37027 SFD 7.000 6.733 $2,607.20 337 1-Sep-26
5734989 GAINESVILLE GA 30022 SFD 7.000 6.733 $3,492.84 360 1-Feb-29
5735001 ORLANDO FL 32835 SFD 7.250 6.983 $2,088.58 240 1-Nov-18
5735024 ST GEORGE ISLAND FL 32328 SFD 7.875 7.608 $4,567.94 360 1-Sep-29
5735122 IRMO SC 29063 SFD 7.500 7.233 $1,871.80 360 1-Jun-29
5735128 ORLANDO FL 32819 SFD 8.750 7.750 $3,088.83 349 1-Nov-28
5737572 HARVEST AL 35749 SFD 8.375 7.750 $2,432.23 360 1-Jun-30
5743563 STATE COLLEGE PA 16801 SFD 8.000 7.733 $3,874.28 360 1-Apr-30
5746470 JUPITER FL 33458 SFD 8.625 7.750 $622.24 360 1-May-30
5746479 COSTA MESA CA 92627 SFD 8.500 7.750 $2,761.94 360 1-May-30
5746495 AUSTIN TX 78737 SFD 8.375 7.750 $2,925.90 360 1-May-30
5746499 OJAI CA 93023 SFD 8.500 7.750 $4,459.70 360 1-May-30
5746503 ARCADIA CA 91006 SFD 8.375 7.750 $2,622.25 360 1-May-30
5746513 HUNTINGTON BEACH CA 92648 SFD 8.500 7.750 $2,595.86 360 1-May-30
5746520 LAFAYETTE CA 94549 SFD 8.125 7.750 $2,784.37 360 1-May-30
5746525 MILL VALLEY CA 94941 SFD 8.375 7.750 $3,731.96 360 1-Apr-30
5746543 PLANO TX 75093 PUD 8.375 7.750 $3,382.32 360 1-May-30
5746547 LA QUINTA CA 92253 PUD 8.750 7.750 $3,232.07 360 1-May-30
5746567 FREMONT CA 94539 SFD 8.500 7.750 $2,968.01 360 1-Apr-30
5746571 HOUSTON TX 77005 SFD 8.375 7.750 $2,875.36 360 1-May-30
5746574 SAN FRANCISCO CA 94109 SFD 8.125 7.750 $1,559.25 360 1-May-30
5746576 VENTURA CA 93003 SFD 8.500 7.750 $1,543.98 360 1-Apr-30
5746581 LEANDER TX 78641 PUD 8.250 7.750 $2,103.55 360 1-Apr-30
5746586 HOUSTON TX 77024 PUD 8.250 7.750 $2,141.11 360 1-Apr-30
5746592 ARLINGTON HEIGHTS IL 60004 SFD 8.375 7.750 $2,280.22 360 1-Apr-30
5746596 DOWNEY CA 90242 SFD 8.750 7.750 $2,171.29 360 1-Apr-30
5746602 ALPINE CA 91901 SFD 8.500 7.750 $2,399.01 360 1-Apr-30
5746611 MANSFIELD TX 76063 SFD 7.875 7.608 $2,281.79 360 1-Jan-30
5750451 SEARCY AR 72143 SFD 8.750 7.750 $2,895.06 360 1-May-30
5750468 BEND OR 97702 SFD 8.500 7.750 $3,444.73 360 1-Apr-30
5750477 YONKERS NY 10701 SFD 8.875 7.750 $2,705.19 360 1-May-30
5750491 REHOBOTH MA 02769 SFD 9.000 7.750 $2,333.41 360 1-May-30
5750498 HIGH POINT NC 27265 SFD 8.375 7.750 $3,116.30 360 1-May-30
5750505 BAY VILLAGE OH 44140 SFD 8.625 7.750 $2,380.04 360 1-May-30
5750513 WASHINGTON CT 06777 SFD 9.125 7.750 $2,324.96 360 1-May-30
5751021 LEESBURG VA 20176 SFD 8.750 7.750 $1,987.60 360 1-May-30
5751028 RIDGEFIELD CT 06877 SFD 8.000 7.733 $3,692.30 360 1-Apr-30
5751043 SPRINGFIELD IL 62707 SFD 8.625 7.750 $5,055.64 360 1-Apr-30
5751046 HIGH POINT NC 27265 SFD 8.000 7.733 $2,184.79 360 1-Feb-30
5751057 NEW HAVEN CT 06515 SFD 8.750 7.750 $2,419.11 360 1-May-30
5752603 NASHVILLE TN 37215 SFD 8.375 7.750 $2,583.56 353 1-Apr-29
5752626 ATLANTA GA 30328 SFD 7.375 7.108 $2,679.82 360 1-Oct-28
5752785 ORLANDO FL 32832 SFD 7.875 7.608 $1,893.31 352 1-Feb-29
5752794 CELEBRATION FL 34747 SFD 8.250 7.750 $2,253.80 360 1-Dec-29
5752801 UNIVERSITY PARK FL 34201 SFD 7.750 7.483 $2,877.24 350 1-Jan-29
5753183 BROOKEVILLE MD 20833 SFD 6.750 6.483 $1,744.73 360 1-Mar-28
5753209 WINTER GARDEN FL 34787 SFD 8.375 7.750 $2,660.25 360 1-Nov-29
</TABLE>
<PAGE>
EXHIBIT F-3 (cont'd)
30 YEAR FIXED RATE NON-RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
----- ------------- ----- ------- --------- -------- -------- --------
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ------------- ----- ------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
4911173 $328,890.59 76.14 0.250 0.017 0.000
5027759 $195,230.70 80.00 0.250 0.017 0.000
5159331 $319,706.21 79.99 0.250 0.017 0.483
5712412 $1,317,145.95 98.15 0.250 0.017 1.233
5721926 $383,533.09 80.00 0.250 0.017 0.483
5725982 $288,944.20 79.32 0.250 0.017 1.108
5731495 $748,627.27 68.18 0.500 0.017 0.233
5731553 $349,290.75 64.81 0.500 0.017 0.000
5731663 $375,275.76 63.73 0.500 0.017 0.000
5731675 $281,540.86 94.99 12 0.500 0.017 0.108
5731680 $324,568.36 80.00 0.500 0.017 0.108
5734755 $443,898.93 73.55 0.250 0.017 0.000
5734778 $520,160.32 30.88 0.250 0.017 0.000
5734880 $319,223.35 95.00 12 0.250 0.017 0.000
5734895 $252,778.97 80.00 0.250 0.017 0.000
5734980 $374,879.21 64.00 0.250 0.017 0.000
5734989 $516,593.71 75.00 0.250 0.017 0.000
5735001 $235,463.73 84.70 06 0.250 0.017 0.000
5735024 $625,534.04 75.11 0.250 0.017 0.000
5735122 $265,018.12 95.00 11 0.250 0.017 0.000
5735128 $372,328.09 88.85 12 0.250 0.017 0.733
5737572 $319,801.10 80.00 0.250 0.017 0.358
5743563 $526,930.06 70.40 0.250 0.017 0.000
5746470 $79,899.91 57.18 0.250 0.017 0.608
5746479 $358,763.24 80.00 0.250 0.017 0.483
5746495 $384,469.79 79.99 0.250 0.017 0.358
5746499 $579,294.77 80.00 0.250 0.017 0.483
5746503 $344,569.63 58.97 0.250 0.017 0.358
5746513 $337,189.49 80.00 0.250 0.017 0.483
5746520 $374,507.72 44.12 0.250 0.017 0.108
5746525 $490,078.03 74.96 0.250 0.017 0.358
5746543 $444,444.89 74.79 0.250 0.017 0.358
5746547 $410,363.52 80.00 0.250 0.017 0.733
5746567 $384,959.15 55.14 0.250 0.017 0.483
5746571 $373,807.14 79.98 0.250 0.017 0.358
5746574 $209,724.31 70.00 0.250 0.017 0.108
5746576 $200,432.46 80.00 0.250 0.017 0.483
5746581 $279,366.79 80.00 0.250 0.017 0.233
5746586 $284,451.05 61.96 0.250 0.017 0.233
5746592 $299,436.68 60.00 0.250 0.017 0.358
5746596 $275,520.15 80.00 0.250 0.017 0.733
5746602 $311,428.94 80.00 0.250 0.017 0.483
5746611 $313,379.07 65.56 0.250 0.017 0.000
5750451 $367,575.00 70.10 0.250 0.017 0.733
5750468 $447,180.02 74.67 0.250 0.017 0.483
5750477 $339,617.37 77.27 0.250 0.017 0.858
5750491 $289,681.99 78.59 0.250 0.017 0.983
5750498 $409,488.54 43.16 0.250 0.017 0.358
5750505 $305,637.38 79.27 0.250 0.017 0.608
5750513 $285,444.70 75.00 0.250 0.017 1.108
5751021 $252,358.22 93.96 13 0.250 0.017 0.733
5751028 $502,180.34 80.00 0.250 0.017 0.000
5751043 $648,840.42 65.26 0.250 0.017 0.608
5751046 $296,737.65 79.40 0.250 0.017 0.000
5751057 $307,144.87 68.33 0.250 0.017 0.733
5752603 $334,522.05 63.25 0.250 0.017 0.358
5752626 $381,403.74 80.00 0.250 0.017 0.000
5752785 $257,900.35 89.53 12 0.250 0.017 0.000
5752794 $298,516.35 53.74 0.250 0.017 0.233
5752801 $394,677.01 89.99 01 0.250 0.017 0.000
5753183 $260,382.02 78.43 0.250 0.017 0.000
5753209 $347,978.34 58.82 0.250 0.017 0.358
$23,148,716.46
COUNT 62
WAC 8.2477
WAM 351.3631
WALTV 74.4324
</TABLE>
<PAGE>
EXHIBIT F-3B
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (xvii) (xviii)
-------- ----------------------------- ----------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ----------------------------- ----------------------------
4911173 HOMESIDE LENDING HOMESIDE LENDING
5027759 HOMESIDE LENDING HOMESIDE LENDING
5159331 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
5712412 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5721926 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
5725982 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
5731495 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5731553 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5731663 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5731675 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5731680 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5734755 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734778 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734880 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734895 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734980 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5734989 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735001 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735024 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735122 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5735128 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
5737572 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK
5743563 KEYSTONE FINANCIAL BANK FKA KEYSTONE FINANCIAL BANK FKA
5746470 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746479 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746495 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746499 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746503 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746513 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746520 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746525 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746543 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746547 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746567 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746571 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746574 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746576 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746581 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746586 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746592 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746596 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746602 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5746611 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5750451 HOMESIDE LENDING HOMESIDE LENDING
5750468 HOMESIDE LENDING HOMESIDE LENDING
5750477 HOMESIDE LENDING HOMESIDE LENDING
5750491 HOMESIDE LENDING HOMESIDE LENDING
5750498 HOMESIDE LENDING HOMESIDE LENDING
5750505 HOMESIDE LENDING HOMESIDE LENDING
5750513 HOMESIDE LENDING HOMESIDE LENDING
5751021 HOMESIDE LENDING HOMESIDE LENDING
5751028 HOMESIDE LENDING HOMESIDE LENDING
5751043 HOMESIDE LENDING HOMESIDE LENDING
5751046 HOMESIDE LENDING HOMESIDE LENDING
5751057 HOMESIDE LENDING HOMESIDE LENDING
5752603 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5752626 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5752785 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5752794 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5752801 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5753183 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
5753209 SUNTRUST MORTGAGE, INC. FKA SUNTRUST MORTGAGE, INC. FKA
COUNT 62
WAC 8.2477
WAM 351.3631
WALTV 74.4324
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
----------------
Name of Mortgagor: ________________________________________
Servicer
Loan No.: ________________________________________
Custodian/Trustee
-----------------
Name: ________________________________________
Address: ________________________________________
________________________________________
Custodian/Trustee
Mortgage File No.: ________________________________________
Seller
------
Name: ________________________________________
Address: ________________________________________
________________________________________
Certificates: Mortgage Pass-Through Certificates,
Series 2000-4
The undersigned Master Servicer hereby acknowledges that it has
received from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 2000-4, 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 July 28, 2000 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ______________, 199__, in the original
principal sum of $___________, made by ____________________, payable
to, or endorsed to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in
book/reel/docket ____________________ of official records at
page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in
the County Recorder's Office of the County of
______________________, State of _____________________ in
book/reel/docket ____________________ of official records at
page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The Master Servicer shall hold and retain possession of
the Documents in trust for the benefit of the Trustee, solely for the
purposes provided in the Agreement.
(2) The Master Servicer shall not cause or permit the
Documents to become subject to, or encumbered by, any claim, liens,
security interest, charges, writs of attachment or other impositions nor
shall the Master Servicer assert or seek to assert any claims or rights of
setoff to or against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the
Trustee when the need therefor no longer exists, unless the Mortgage Loan
relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The Documents and any proceeds thereof, including any
proceeds of proceeds, coming into the possession or control of the Master
Servicer shall at all times be earmarked for the account of the Trustee
and the Master Servicer shall keep the Documents and any proceeds separate
and distinct from all other property in the Master Servicer's possession,
custody or control.
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
By: _____________________________________
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 2000-4, Class A-R
Certificate (the "Class A-R Certificate") for the account of, or as agent
(including a broker, nominee, or other middleman) for, any person or entity from
which it has not received an affidavit substantially in the form of this
affidavit. For these purposes, a "disqualified organization" means the United
States, any state or political subdivision thereof, any foreign government, any
international organization, any agency or instrumentality of any of the
foregoing (other than an instrumentality if all of its activities are subject to
tax and a majority of its board of directors is not selected by such
governmental entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative
described in Code Section 521) that is exempt from taxation under the Code
unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder"
means an employee benefit plan or other retirement arrangement subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Code Section 4975 or a governmental plan, as defined in Section 3(32) of
ERISA, subject to any federal, state or local law which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (collectively,
a "Plan") or a Person acting on behalf of or investing the assets of such a
Plan.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class A-R Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class A-R Certificate in excess of cash flows generated by
the Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R Certificate to
any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other
than a U.S. Person (a "Non-U.S. Person") that holds the Class A-R Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Trustee with an effective Internal Revenue
Service Form 4224 or successor form at the time and in the manner required by
the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor
and the Trustee an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class A-R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R Certificate will not be disregarded for federal
income tax purposes. "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (unless in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to U.S. federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class A-R Certificate to such a "disqualified organization," an
agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the
requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9. That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 8.14 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ___ day of _______________, 19 __.
[Name of Purchaser]
By:_____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer], of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Purchaser.
Subscribed and sworn before me this __ day of __________, 19 __.
-----------------------------
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class A-R Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
Series 2000-4, Class A-R
-----------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2000-4
CLASS [B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
-------------------
_________________ __, ____
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-4,
Class [B-4][B-5][B-6] Certificates (the "Class [B-4][B-5][B-6] Certificates") in
the principal amount of $___________. In doing so, the Purchaser hereby
acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of July 28, 2000 (the "Pooling and Servicing
Agreement") among Wells Fargo Asset Securities Corporation, as seller (the
"Seller"), Wells Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), of Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2000-4.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is organized,
is authorized to invest in the Class [B-4][B-5][B-6] Certificates, and to enter
into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters
and is capable of evaluating the merits and risks of an investment in the Class
[B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an investment
in the Class [B-4][B-5][B-6] Certificates and can afford a complete loss of such
investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated __________ __, 19__, relating to
the Class [B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [B-4][B-5][B-6] Certificates. The Purchaser will not use
or disclose any information it receives in connection with its purchase of the
Class [B-4][B-5][B-6] Certificates other than in connection with a subsequent
sale of Class [B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [B-4][B-5][B-6] Certificate is an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan
with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class [B-4][B-5][B-6]
Certificates are covered by Sections I and III of PTE 95-60 or (iii) the
Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller
and the Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board
of Governors of the Federal Reserve System ("FRB"), the Federal Deposit
Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the
National Credit Union Administration ("NCUA"), the Purchaser has reviewed the
"Supervisory Policy Statement on Securities Activities" dated January 28, 1992
of the Federal Financial Institutions Examination Council and the April 15, 1994
Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with
modifications as applicable), as appropriate, other applicable investment
authority, rules, supervisory policies and guidelines of these agencies and, to
the extent appropriate, state banking authorities and has concluded that its
purchase of the Class [B-4][B-5][B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [B-4][B-5][B-6] Certificates. (a) The
Purchaser understands that the Class [B-4][B-5][B-6] Certificates have not been
registered under the Securities Act of 1933 (the "Act") or any state securities
laws and that no transfer may be made unless the Class [B-4][B-5][B-6]
Certificates are registered under the Act and applicable state law or unless an
exemption from registration is available. The Purchaser further understands that
neither the Seller, the Master Servicer nor the Trustee is under any obligation
to register the Class [B-4][B-5][B-6] Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance upon an
exemption from the Act or applicable state securities laws, (i) the Trustee
shall require, in order to assure compliance with such laws, that the
Certificateholder's prospective transferee certify to the Seller and the Trustee
as to the factual basis for the registration or qualification exemption relied
upon, and (ii) unless the transferee is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act, the Trustee or the Seller may, if such
transfer is made within three years from the later of (a) the Closing Date or
(b) the last date on which the Seller or any affiliate thereof was a holder of
the Certificates proposed to be transferred, require an Opinion of Counsel that
such transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trustee, the Master Servicer or the Seller. Any such Certificateholder desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Master Servicer, any Paying Agent acting on behalf of the Trustee and the
Seller against any liability that may result if the transfer is not so exempt or
is not made in accordance with such federal and state laws.
(b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [B-4][B-5][B-6]
Certificates bear a legend setting forth the applicable restrictions on
transfer.
<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 2000-4
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
-------------------
________________ __, ____
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Wells Fargo
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-4,
Class [B-1][B-2][B-3] Certificates (the "Class [B-1][B-2][B-3] Certificates") in
the principal amount of $___________. In doing so, the Purchaser hereby
acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Pooling
and Servicing Agreement, dated as of July 28, 2000 (the "Pooling and Servicing
Agreement") among Wells Fargo Asset Securities Corporation, as seller (the
"Seller"), Wells Fargo Bank Minnesota, National Association, as master servicer
(the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee") of Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2000-4.
Section 2. Representations and Warranties of the Purchaser. In
connection with the proposed transfer, the Purchaser represents and warrants to
the Seller, the Master Servicer and the Trustee that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [B-1] [B-2] [B-3] Certificate is an
"insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60
Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to
which the amount of such general account's reserves and liabilities for
the contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed
10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTE 95-60) at the
date of acquisition and (C) the purchase and holding of such Class
[B-1][B-2][B-3] Certificate are covered by Sections I and III of PTE 95-60
or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b)
such other opinions of counsel, officers' certificates and agreements as
the Seller or the Master Servicer may have required. A Benefit Plan
Opinion is an opinion of counsel to the effect that the proposed transfer
will not cause the assets of the Trust Estate to be regarded as "plan
assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trustee, the Seller or the
Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil
penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the
Code or Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
validly executed by its duly authorized representative as of the day and the
year first above written.
[PURCHASER]
By: _____________________________________
Its: ____________________________________
[Reserved]
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
Wells Fargo Home Mortgage, Inc. Servicing Agreement
SunTrust Mortgage, Inc. Servicing Agreement
Brenton Mortgages, Inc. Servicing Agreement
First Nationwide Mortgage Corporation Servicing Agreement
HomeSide Lending, Inc. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
Hibernia National Bank Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
Keystone Financial Mortgage Corporation 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 int, between Wells Fargo Bank Minnesota,
National Association (the "Company" and "Wells Fargo Bank") and (the
"Purchaser").
PRELIMINARY STATEMENT
______________________ is the holder of the entire interest in Wells
Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series
2000-4, Class ____ (the "Class B Certificates"). The Class B Certificates were
issued pursuant to a Pooling and Servicing Agreement dated as of July 28, 2000
among Wells Fargo Asset Securities Corporation, as seller (the "Seller"), Wells
Fargo Bank Minnesota, National Association, as Master Servicer and First Union
National Bank, as Trustee.
______________________ intends to resell all of the Class B
Certificates directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that
the Company will cause, to the extent that the Company as Master Servicer is
granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree that the following provisions shall become effective and shall
be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.1. Defined Terms.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to
Section 3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
F-1 by Fitch, Inc. ("Fitch") or (vi) demand and time deposits in, certificates
of deposit of, any depository institution or trust company (which may be an
affiliate of the Company) incorporated under the laws of the United States of
America or any state thereof and subject to supervision and examination by
federal and/or state banking authorities, so long as at the time of such
investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by Fitch or 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 F-1 by
Fitch or A-1 by S&P or (z) the depository institution or trust company is one
that is acceptable to either Fitch or S&P and, for each of the preceding clauses
(i), (iv), (v) and (vi), the maturity thereof shall be not later than the
earlier to occur of (A) 30 days from the date of the related investment and (B)
the next succeeding Distribution Date as defined in the related Pooling and
Servicing Agreement.
Commencement of Foreclosure: The first official action required
under local law in order to commence foreclosure proceedings or to schedule a
trustee's sale under a deed of trust, including (i) in the case of a mortgage,
any filing or service of process necessary to commence an action to foreclose,
or (ii) in the case of a deed of trust, posting, the publishing, filing or
delivery of a notice of sale, but not including in either case (x) any notice of
default, notice of intent to foreclose or sell or any other action prerequisite
to the actions specified in (i) or (ii) above, (y) the acceptance of a
deed-in-lieu of foreclosure (whether in connection with a sale of the related
property or otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to
delay the Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with
the Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing
advances including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination,
an amount equal to the aggregate of all amounts previously required to be
deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment
for all withdrawals and deposits pursuant to Section 2.02(e)) and Section
2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section
2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to
Section 2.02(g) and Section 2.03(d).
Section 1.2. Definitions Incorporated by Reference.
All capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.1. 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 2.2. 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 2.3. 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 2.4. 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 3.1. Collateral Fund.
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-4. 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 3.2. 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 3.3. 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 3.4. 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 4.1. 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 4.2. 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 4.3. 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 4.4. Notices.
All demands, notices and direction hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Wells Fargo Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
____________________________________________
____________________________________________
____________________________________________
____________________________________________
Attention: ________________________________
Section 4.5. 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 4.6. 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 4.7. 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 4.8. 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 4.9. 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.
Wells Fargo Bank Minnesota, National
Association
By:____________________________________
Name:
Title:
By:____________________________________
Name:
Title:
<PAGE>
EXHIBIT N
POLICY
