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WELLS FARGO ASSET SECURITIES CORPORATION
(Seller)
and
WELLS FARGO MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of October 27, 2000
$146,421,394.41
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-1
--------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions...................................................
Section 1.02 Acts of Holders...............................................
Section 1.03 Effect of Headings and Table of Contents......................
Section 1.04 Benefits of Agreement.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Trust Administrator.............................
Section 2.03 Representations and Warranties of the Master Servicer and
the Seller...................................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................
Section 2.06 Optional Substitution of Mortgage Loans.......................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trust Administrator...........
Section 3.04 Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files.........................
Section 3.05 Reports to the Trust Administrator; Annual Compliance
Statements...................................................
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan.........................................................
Section 3.07 Amendments to Servicing Agreements,
Modification of Standard Provisions..........................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Act Reports...................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders;
Report to the Trust Administrator and the Seller.............
Section 4.05 Reports to Mortgagors and the Internal Revenue Service........
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer...............
Section 6.02 Merger or Consolidation of the Seller or the Master
Servicer.....................................................
Section 6.03 Limitation on Liability of the Seller, the Master
Servicer and Others..........................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee, the Trust Administrator and
Seller by Master Servicer....................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and
Duties of Trustee During Event of Default....................
Section 7.04 Action upon Certain Failures of the
Master Servicer and upon Event of Default....................
Section 7.05 Trust Administrator to Act; Appointment of Successor..........
Section 7.06 Notification to Certificateholders............................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01 Duties of Trustee and the Trust Administrator.................
Section 8.02 Certain Matters Affecting the Trustee and the Trust
Administrator................................................
Section 8.03 Neither the Trustee Nor the Trust Administrator Required
to Make Investigation........................................
Section 8.04 Neither Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans...............................
Section 8.05 Trustee and Trust Administrator May Own Certificates..........
Section 8.06 The Master Servicer to Pay Fees and Expenses..................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Appointment of Custodians.....................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions.................
Section 8.15 Monthly Advances..............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the
Seller or Liquidation of All Mortgage Loans..................
Section 9.02 Additional Termination Requirements...........................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement......................................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law; Jurisdiction...................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................
Section 10.07 Special Notices to Rating Agencies............................
Section 10.08 Covenant of Seller............................................
Section 10.09 Recharacterization............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Cut-Off Date..................................................
Section 11.02 Cut-Off Date Aggregate Principal Balance......................
Section 11.03 Original Group I-A Percentage.................................
Section 11.04 Original Group II-A Perce.tage................................
Section 11.05 Original Group III-A Percentage...............................
Section 11.06 Original Principal Balances of the Classes of Class A
Certificates.................................................
Section 11.07 Original Aggregate Non-PO Principal Balance...................
Section 11.08 Original Aggregate Subordinate Percentage.....................
Section 11.09 Original Class B Principal Balance............................
Section 11.10 Original Group I Subordinated Principal Balance...............
Section 11.11 Original Group II Subordinated Principal Balance..............
Section 11.12 Original Group III Subordinated Principal Balance.............
Section 11.13 Original Principal Balances of the Classes of Class B
Certificates.................................................
Section 11.14 Original Class B-1 Fractional Interest........................
Section 11.15 Original Class B-2 Fractional Interest........................
Section 11.16 Original Class B-3 Fractional Interest........................
Section 11.17 Original Class B-4 Fractional Interest........................
Section 11.18 Original Class B-5 Fractional Interest........................
Section 11.19 Closing Date..................................................
Section 11.20 Right to Purchase.............................................
Section 11.21 Wire Transfer Eligibility.....................................
Section 11.22 Single Certificate............................................
Section 11.23 Servicing Fee Rate............................................
Section 11.24 Master Servicing Fee Rate.....................................
<PAGE>
EXHIBITS
--------
EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate
EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate
EXHIBIT A-I-A-PO - Form of Face of Class II-A-PO Certificate
EXHIBIT A-II-A-R - Form of Face of Class II-A-R Certificate
EXHIBIT A-III-A-1 - Form of Face of Class III-A-1 Certificate
EXHIBIT A-III-A-2 - Form of Face of Class III-A-2 Certificate
EXHIBIT A-III-A-3 - Form of Face of Class III-A-3 Certificate
EXHIBIT A-III-A-PO - Form of Face of Class III-A-PO Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2000-1 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Group II Mortgage Loans Serviced by WFHM
from locations other than Frederick, Maryland
EXHIBIT F-1B - Schedule of Group III Mortgage Loans Serviced by WFHM
from locations other than Frederick, Maryland
EXHIBIT F-2A - Schedule of Group I Mortgage Loans Serviced by WFHM in
Frederick, Maryland
EXHIBIT F-2B - Schedule of Group II Mortgage Loans Serviced by WFHM in
Frederick, Maryland
EXHIBIT F-2C - Schedule of Group III Mortgage Loans Serviced by WFHM in
Frederick, Maryland
EXHIBIT F-3A - Schedule of Group I Mortgage Loans Serviced by Other
Servicers
EXHIBIT F-3B - Schedule of Group II Mortgage Loans Serviced by Other
Servicers
EXHIBIT F-3C - Schedule of Group III 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
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
<PAGE>
This Pooling and Servicing Agreement, dated as of October 27, 2000
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST
COMPANY OF NEW YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust
Administrator.
W I T N E S S E T H T H A T:
- - - - - - - - - - - - - -
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Aggregate Class A Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Aggregate Class A Principal Balance and the Class B Principal Balance as of
the Determination Date succeeding such Distribution Date, (ii) the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocated to the Certificates with respect to such
Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes as principal in accordance with Section 4.01(a) for
such Distribution Date without regard to the provisos in the definitions of
Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class
B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5
Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Aggregate Adjusted Pool Amount: With respect to any Distribution
Date, the sum of the Group I Adjusted Pool Amount, Group II Adjusted Pool Amount
and Group III Adjusted Pool Amount.
Aggregate Class A Principal Balance: With respect to any
Determination Date, the sum of the Group I-A Principal Balance, Group II-A
Principal Balance and Group III-A Principal Balance.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans for
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Aggregate Group I-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group I-A Certificates.
Aggregate Group II-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group II-A Certificates.
Aggregate Group III-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Class A Unpaid Interest
Shortfalls for the Group III-A Certificates.
Aggregate Non-PO Principal Balance: As of any Determination Date,
the sum of the Group I-A Non-PO Principal Balance, the Group II-A Non-PO
Principal Balance, the Group III-A Non-PO Principal Balance and the Class B
Principal Balance as of such date.
Aggregate Subordinate Percentage: As to any Determination Date, the
Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO
Portion), the Group II Pool Balance (Non-PO Portion) and Group III Pool Balance
(Non-PO Portion).
Agreement: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Apportioned Class B Principal Distribution Amount: As to any
Distribution Date and any Class of Class B Certificates, the product of (i) the
applicable Class B Principal Distribution Amount less the amount, if any, that
would have been distributable to such Class pursuant to Section 4.01(a)(ii) that
is used to pay the Class I-A-PO Deferred Amount, Class II-A-PO Deferred Amount
and Class III-A-PO Deferred Amount as provided in Clause (i) Paragraph fourth of
Section 4.01(a) and (ii) the Apportionment Fraction for such Class.
Apportioned Interest Accrual Amount: As to any Distribution Date and
either of the Group I Apportioned Principal Balance, Group II Apportioned
Principal Balance or Group III Apportioned Principal Balance of a Class of Class
B Certificates, an amount equal to the product of (i) 1/12th of the Class B
Pass-Through Rate and (ii) such Group I Apportioned Principal Balance, Group II
Apportioned Principal Balance or Group III Apportioned Principal Balance as of
the Determination Date preceding such Distribution Date.
Apportionment Fraction: As to any Class of Class B Certificates and
(i) any Distribution Date occurring prior to the Cross-Over Date and on or after
the Distribution Date on which the Principal Balance of each Class of one or two
Groups (other than the Class A-PO Certificates) has been reduced to zero, a
fraction, the numerator of which is the Class B Loan Group Optimal Principal
Amount or the sum of the Class B Loan Group Optimal Amounts relating to the Loan
Group or Loan Groups for which the corresponding Class A Certificates (other
than the Class A-PO Certificates) are no longer outstanding and the denominator
of which is the applicable Class B Optimal Principal Amount without regard to
the proviso thereto.
Authenticating Agent: Any authenticating agent appointed by the
Trust Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bank United Mortgage Loan Sale Agreement: The mortgage loan sale
agreement dated as of August 17, 1998 between Bank United, as seller, and
Norwest Funding, Inc., as purchaser.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trust Administrator in writing
that such Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by such Servicer
without giving effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$164,012.41 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Cross-Over
Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class I-A-1 Certificates,
Class II-A-1 Certificates, Class III-A-1 Certificates, Class III-A-2
Certificates and Class III-A-3 Certificates, beneficial ownership and transfers
of which shall be evidenced by, and made through, book entries by the Clearing
Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trust Administrator.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class I-A-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-1 and
Exhibit C hereto.
Class I-A-1 Certificateholder: The registered holder of a Class
I-A-1 Certificate.
Class I-A-PO Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-I-A-PO and
Exhibit C hereto.
Class I-A-PO Certificateholder: The registered holder of a Class
I-A-PO Certificate.
Class I-A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class I-A-PO Optimal Principal Amounts for the Class I-A-PO
Certificate for all prior Distribution Dates exceeded the amounts distributed on
the Class I-A-PO Certificates on such prior Distribution Dates pursuant to
Clause (i) Paragraph third Clause (A) of Section 4.01(a) and (y) the sum of the
product for each Group I Discount Mortgage Loan which became a Liquidated Loan
at any time on or prior to the last day of the Applicable Unscheduled Principal
Receipt Period for Full Unscheduled Principal Receipts for the current
Distribution Date of (a) the PO Fraction for such Group I Discount Mortgage Loan
and (b) an amount equal to the principal portion of Realized Losses (other than
Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such
Mortgage Loan other than Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses and (B) the sum of (x) the sum of the Class I-A-PO
Recoveries for such Distribution Date and prior Distribution Dates and (y)
amounts distributed on the Class I-A-PO Certificates on prior Distribution Dates
pursuant to Clause (i) Paragraph fourth Clause (A) of Section 4.01(a). On and
after the Cross-Over Date, the Class I-A-PO Deferred Amount will be zero. No
interest will accrue on any Class I-A-PO Deferred Amount.
Class I-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with
respect to such Group I Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group I
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group I Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group I Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group I Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group I
Mortgage Loan substituted for a Group I Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group I
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Group I
Mortgage Loan; and
(II) the Class I-A-PO Recovery for such Distribution Date.
Class I-A-PO Recovery: As to any Distribution Date prior to the
Cross-Over Date, the lesser of (a) the Class I-A-PO Deferred Amount for such
Distribution Date (calculated without regard to the Class I-A-PO Recovery for
such Distribution Date) and (b) an amount equal to the sum as to each Group I
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Group I Mortgage Loan and (y) the amount of the Recovery with
respect to such Group I Mortgage Loan. As to any Distribution Date on or after
the Cross-Over Date, the amount determined in accordance with clause (b) above.
Class II-A-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-1 and
Exhibit C hereto.
Class II-A-1 Certificateholder: The registered holder of a Class
II-A-1 Certificate.
Class II-A-PO Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-PO
and Exhibit C hereto.
Class II-A-PO Certificateholder: The registered holder of a Class
II-A-PO Certificate.
Class II-A-PO Deferred Amount: For any Distribution Date prior to
the Cross-Over Date, the difference between (A) the sum of (x) the amount by
which the sum of the Class II-A-PO Optimal Principal Amounts for the Class
II-A-PO Certificate for all prior Distribution Dates exceeded the amounts
distributed on the Class II-A-PO Certificates on such prior Distribution Dates
pursuant to Clause (i) Paragraph third Clause (B) of Section 4.01(a) and (y) the
sum of the product for each Group II Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the Applicable
Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts for
the current Distribution Date of (a) the PO Fraction for such Group II Discount
Mortgage Loan and (b) an amount equal to the principal portion of Realized
Losses (other than Bankruptcy Losses due to Debt Service Reductions) incurred
with respect to such Mortgage Loan other than Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses and (B) the sum of (x) the sum
of the Class II-A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class II-A-PO Certificates
on prior Distribution Dates pursuant to Clause (i) Paragraph fourth Clause (B)
of Section 4.01(a). On and after the Cross-Over Date, the Class II-A-PO Deferred
Amount will be zero. No interest will accrue on any Class II-A-PO Deferred
Amount.
Class II-A-PO Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum of (I) the sum of, as to each Group II Mortgage Loan
that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group II
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group II Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group II Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group II Mortgage Loan
which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group II
Mortgage Loan substituted for a Group II Mortgage Loan during the one
month period ending on the preceding the Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group
II Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Group II Mortgage Loan; and
(II) the Class II-A-PO Recovery for such Distribution Date.
Class II-A-PO Recovery: As to any Distribution Date prior to the
Cross-Over Date, the lesser of (a) the Class II-A-PO Deferred Amount for such
Distribution Date (calculated without regard to the Class II-A-PO Recovery for
such Distribution Date) and (b) an amount equal to the sum as to each Group II
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Group II Mortgage Loan and (y) the amount of the Recovery with
respect to such Group II Mortgage Loan. As to any Distribution Date on or after
the Cross-Over Date, the amount determined in accordance with clause (b) above.
Class II-A-R Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-II-A-R and
Exhibit C hereto.
Class II-A-R Certificateholder: The registered holder of a Class
II-A-R Certificate.
Class III-A-1 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-III-A-1
and Exhibit C hereto.
Class III-A-1 Certificateholder: The registered holder of a Class
III-A-1 Certificate.
Class III-A-2 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-III-A-2
and Exhibit C hereto.
Class III-A-2 Certificateholder: The registered holder of a Class
III-A-2 Certificate.
Class III-A-3 Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-III-A-2
and Exhibit C hereto.
Class III-A-3 Certificateholder: The registered holder of a Class
III-A-3 Certificate.
Class III-A-PO Certificate: Any one of the Certificates executed by
the Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-III-A-PO
and Exhibit C hereto.
Class III-A-PO Certificateholder: The registered holder of a Class
III-A-PO Certificate.
Class III-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 III-A-PO Optimal Principal Amounts for the Class
III-A-PO Certificates for all prior Distribution Dates exceeded the amounts
distributed on the Class III-A-PO Certificates on such prior Distribution Dates
pursuant to Clause (i) Paragraph third Clause (C) of Section 4.01(a) and (y) the
sum of the product for each Group III Discount Mortgage Loan which became a
Liquidated Loan at any time on or prior to the last day of the applicable
Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts for
the current Distribution Date of (a) the PO Fraction for such Group III Discount
Mortgage Loan and (b) an amount equal to the principal portion of Realized
Losses (other than Bankruptcy Losses due to Debt Service Reductions) incurred
with respect to such Mortgage Loan other than Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses and (B) the sum of (x) the sum
of the Class III-A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class III-A-PO
Certificates on prior Distribution Dates pursuant to Clause (i) Paragraph fourth
Clause (C) of Section 4.01(a). On and after the Cross-Over Date, the Class
III-A-PO Deferred Amount will be zero. No interest will accrue on any Class
III-A-PO Deferred Amount.
Class III-A-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group III Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction
with respect to such Group III Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Group III
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Group III Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Group III Mortgage Loan
during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Group III Mortgage
Loan which, during the one month period ending on the day preceding the
Determination Date for such Distribution Date, was repurchased by the
Seller pursuant to Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Group III
Mortgage Loan substituted for a Group III Mortgage Loan during the one
month period ending on the day preceding the Determination Date for such
Distribution Date occurs over the unpaid principal balance of such Group
III Mortgage Loan, less the amount allocable to the principal portion of
any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Group III Mortgage Loan; and
(II) the Class III-A-PO Recovery for such Distribution Date.
Class III-A-PO Recovery: As to any Distribution Date prior to the
Cross-Over Date, the lesser of (a) the Class III-A-PO Deferred Amount for such
Distribution Date (calculated without regard to the Class III-A-PO Recovery for
such Distribution Date) and (b) an amount equal to the sum as to each Group III
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Group III Mortgage Loan and (y) the amount of the Recovery with
respect to such Group III Mortgage Loan. As to any Distribution Date on or after
the Cross-Over Date, the amount determined in accordance with clause (b) above.
Class A Certificate: Any of the Group I-A Certificates, Group II-A
Certificates or Group III-A Certificates.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Pass-Through Rate: As to the Class I-A-1, Class II-A-1,
Class II-A-R, Class III-A-1, Class III-A-2 and Class III-A-3 Certificates,
7.500% per annum. The Class I-A-PO, Class II-A-PO and Class III-A-PO
Certificates are not entitled to interest and do not have Class A Pass-Through
Rates.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
Class of Class A Certificates, the amount, if any, by which the aggregate of the
Group I-A Interest Shortfall Amounts, Group II-A Interest Shortfall Amounts or
Group III-A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Clause (i) Paragraph second of Section 4.01(a).
Class A-PO Certificates: Any of the Class I-A-PO Certificates, Class
II-A-PO Certificates or Class III-A-PO Certificates.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loan Group I Optimal Principal Amount: Any of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal
Principal Amounts.
Class B Loan Group II Optimal Principal Amount: Any of the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II
Optimal Principal Amounts.
Class B Loan Group III Optimal Principal Amount: Any of the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group III
Optimal Principal Amounts.
Class B Loan Group Optimal Principal Amount: Any of the Class B Loan
Group I Optimal Principal Amount, Class B Loan Group II Optimal Principal Amount
or Class B Loan Group III Optimal Principal Amount.
Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance`of such Class B by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.
Class B Pass-Through Rate: As to any Distribution Date, 7.500% per
annum.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Principal Distribution Amount: Any of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution
Amounts.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-1 and
Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Clause (ii) Paragraphs first, second and third of Section 4.01(a).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph first of Section 4.01(a).
Class B-1 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group I, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-1 Prepayment Percentage of the Non-PO Recovery
for Loan Group I for such Distribution Date.
Class B-1 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group II, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-1 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II 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 Group II Class B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date occurs over the unpaid principal balance
of such Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Group II Class B-1 Loan Prepayment Percentage of the Non-PO
Recovery for Loan Group II for such Distribution Date.
Class B-1 Loan Group III Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group III, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group III Class B-1 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group III Class B-1 Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group III 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 Group III 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 occurs over the unpaid principal balance
of such Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Group III Class B-1 Loan Prepayment Percentage of the Non-PO
Recovery for Loan Group III for such Distribution Date.
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-1 Percentage (with
respect to each such Group III Mortgage Loan) of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-1
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-1 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-1 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-1
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of the Scheduled Principal Balance of such Mortgage Loan which, during the
one month period ending on the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to Sections
2.02 or 2.03; and
(iv) the Group I Class B-1 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-1 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-1 Percentage (with
respect to each such Group III Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-1 Prepayment Percentage, Group II Class B-1
Prepayment Percentage, Group III Class B-1 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each Loan Group for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Clause (ii) Paragraph third of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-1 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-1 Certificates
are the most subordinate Certificates outstanding, the Class B-1 Principal
Balance will equal the difference, if any, between the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the Aggregate Class A
Principal Balance as of such Determination Date.
Class B-1 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-1 Certificates
pursuant to Clause (ii) Paragraph third of Section 4.01(a).
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph second of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-2 and
Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Clause (ii) Paragraphs fourth, fifth and sixth of Section 4.01(a).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph fourth of Section 4.01(a).
Class B-2 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group I, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I Class B-2 Percentage 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 occurs over the unpaid principal balance
of such Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Group I Class B-2 Prepayment Percentage of the Non-PO Recovery
for Loan Group I for such Distribution Date.
Class B-2 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group II, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-2 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II 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 Group II Class B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date occurs over the unpaid principal balance
of such Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Group II Class B-2 Prepayment Percentage of the Non-PO Recovery
for Loan Group II for such Distribution Date.
Class B-2 Loan Group III Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group III, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group III Class B-2 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group III Class B-2 Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group III 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 Group III 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 occurs over the unpaid principal balance
of such Mortgage Loan, less the amount allocable to the principal portion
of any unreimbursed Periodic Advances previously made by the applicable
Servicer, the Master Servicer or the Trust Administrator in respect of
such Mortgage Loan; and
(II) the Group III Class B-2 Prepayment Percentage of the Non-PO Recovery
for Loan Group III for such Distribution Date.
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-2 Percentage (with
respect to each such Group III Mortgage Loan) of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-2
Prepayment Percentage (with respect to each such Group II Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-2 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-2 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-2
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of the Scheduled Principal Balance of such Mortgage Loan which, during the
one month period ending on the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to Sections
2.02 or 2.03; and
(iv) the Group I Class B-2 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-2 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-2 Percentage (with
respect to each such Group III Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-2 Prepayment Percentage, Group II Class B-2
Prepayment Percentage, Group III Class B-2 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each Loan Group for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Clause (ii) Paragraph sixth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-2 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-2 Certificates
are the most subordinate Certificates outstanding, the Class B-2 Principal
Balance will equal the difference, if any, between the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Aggregate Class
A Principal Balance and the Class B-1 Principal Balance as of such Determination
Date.
Class B-2 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-2 Certificates
pursuant to Clause (ii) Paragraph sixth of Section 4.01(a).
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph fifth of Section 4.01(a).
Class B-3 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-3 and
Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Clause (ii) Paragraphs seventh, eighth and ninth of Section 4.01(a).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph seventh of Section 4.01(a).
Class B-3 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group I, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-3 Prepayment Percentage of the Non-PO Recovery
for Loan Group I for such Distribution Date.
Class B-3 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group II, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-3 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II 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 Group II Class B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group II Class B-3 Prepayment Percentage of the Non-PO Recovery
for Loan Group II for such Distribution Date.
Class B-3 Loan Group III Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group III, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group III Class B-3 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group III Class B-3 Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group III 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 Group III 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 Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group III Class B-3 Prepayment Percentage of the Non-PO Recovery
for Loan Group III for such Distribution Date.
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-3 Percentage (with
respect to each such Group III Mortgage Loan) of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-3
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-3 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-3 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-3
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of the Scheduled Principal Balance of such Mortgage Loan which, during the
one month period ending on the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to Sections
2.02 or 2.03; and
(iv) the Group I Class B-3 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-3 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-3 Percentage (with
respect to each such Group III Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-3 Prepayment Percentage, Group II Class B-3
Prepayment Percentage or Group III Class B-3 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each Loan Group for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Clause (ii) Paragraph ninth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-3 Certificates
are the most subordinate Certificates outstanding, the Class B-3 Principal
Balance will equal the difference, if any, between the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Aggregate Class
A Principal Balance, the Class B-1 Principal Balance and the Class B-2 Principal
Balance as of such Determination Date.
Class B-3 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-3 Certificates
pursuant to Clause (ii) Paragraph ninth of Section 4.01(a).
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph eighth of Section 4.01(a).
Class B-4 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-4 and
Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Clause (ii) Paragraphs tenth, eleventh, and twelfth of Section 4.01(a).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph tenth of Section 4.01(a).
Class B-4 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group I, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date of such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month Period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-4 Prepayment Percentage of the Non-PO Recovery
for Loan Group I for such Distribution Date.
Class B-4 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group II, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-4 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II 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 of such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group II Class B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month Period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group II Class B-4 Prepayment Percentage of the Non-PO Recovery
for Loan Group II for such Distribution Date.
Class B-4 Loan Group III Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group III, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group III Class B-4 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group III Class B-4 Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group III 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 of such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group III 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 Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group III Class B-4 Prepayment Percentage of the Non-PO Recovery
for Loan Group III for such Distribution Date.
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-4 Percentage (with
respect to each such Group III Mortgage Loan) of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-4
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-4 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-4 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-4
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of the Scheduled Principal Balance of such Mortgage Loan which, during the
one month period ending on the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to Sections
2.02 or 2.03; and
(iv) the Group I Class B-4 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-4 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-4 Percentage (with
respect to each such Group III Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan;
(II) the Group I Class B-4 Prepayment Percentage, Group II Class B-4
Prepayment Percentage or Group II Class B-4 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each Loan Group for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Clause (ii) Paragraph twelfth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-4 Certificates
are the most subordinate Certificates outstanding, the Class B-4 Principal
Balance will equal the difference, if any, between the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Aggregate Class
A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance and the Class B-3 Principal Balance as of such Determination Date.
Class B-4 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-4 Certificates
pursuant to Clause (ii) Paragraph twelfth of Section 4.01(a).
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragraph eleventh of Section 4.01(a).
Class B-5 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-5 and
Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Clause (ii) Paragraphs thirteenth, fourteenth, and fifteenth of Section 4.01(a).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph thirteenth of Section 4.01(a).
Class B-5 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group I, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-5 Prepayment Percentage of the Non-PO Recovery
for Loan Group I for such Distribution Date.
Class B-5 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group II, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-5 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II 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 Group II Class B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group II Class B-5 Prepayment Percentage of the Non-PO Recovery
for Loan Group II for such Distribution Date.
Class B-5 Loan Group III Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group III, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group III Class B-5 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group III Class B-5 Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group III 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 Group III 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 such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group III Class B-5 Prepayment Percentage of the Non-PO Recovery
for Loan Group III for such Distribution Date.
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-5 Percentage (with
respect to each such Group III Mortgage Loan) of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-5
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-5 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-5 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-5
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of the Scheduled Principal Balance of such Mortgage Loan which, during the
one month period ending prior to the day preceding the Determination Date
for such Distribution Date, was repurchased by the Seller pursuant to
Sections 2.02 or 2.03; and
(iv) the Group I Class B-5 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-5 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-5 Percentage (with
respect to each such Group III Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending prior to the day preceding the
Determination Date for such Distribution Date over the unpaid principal
balance of such Mortgage Loan, less the amount allocable to the principal
portion of any unreimbursed Periodic Advances previously made by the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such Mortgage Loan; and
(II) the Group I Class B-5 Prepayment Percentage, Group II Class B-5
Prepayment Percentage or Group III Class B-5 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each Loan Group for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Clause (ii) Paragraph fifteenth of Section
4.01(a) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b); provided, however, if the Class B-5 Certificates
are the most subordinate Certificates outstanding, the Class B-5 Principal
Balance will equal the difference, if any, between the Aggregate Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Aggregate Class
A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal
Balance, the Class B-3 Principal Balance and the Class B-4 Principal Balance as
of such Determination Date.
Class B-5 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-5 Certificates
pursuant to Clause (ii) Paragraph fifteenth of Section 4.01(a).
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Clause (ii) Paragbaph fourteenth of Section 4.01(a).
Class B-6 Certificate: Any one of the Certificates executed by the
Trust Administrator and authenticated by the Trust Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit B-6 and
Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Clause (ii) Paragraphs sixteenth, seventeenth and eighteenth of Section 4.01(a).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Clause (ii)
Paragraph sixteenth of Section 4.01(a).
Class B-6 Loan Group I Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group I, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group I Class B-6 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that w%re received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-6 Prepayment Percentage of the Non-PO Recovery
for Loan Group I for such Distribution Date.
Class B-6 Loan Group II Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group II, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group II Class B-6 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II 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 Group II Class B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group II Class B-6 Prepayment Percentage of the Non-PO Recovery
for Loan Group II for such Distribution Date.
Class B-6 Loan Group III Optimal Principal Amount: As to any
Distribution Date, an amount equal to the sum of (I) the sum, as to each
Outstanding Mortgage Loan in Loan Group III, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Group III Class B-6 Percentage of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group III Class B-6 Prepayment Percentage of all
Unscheduled Principal Receipts (other than Recoveries) that were received
by a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group III 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 Group III 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 Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group III Class B-6 Prepayment Percentage of the Non-PO Recovery
for Loan Group III for such Distribution Date.
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-6 Percentage (with
respect to each such Group III Mortgage Loan) of (A) the principal portion
of the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-6
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Group I Class B-6 Prepayment Percentage (with respect to
each such Group I Mortgage Loan), Group II Class B-6 Prepayment Percentage
(with respect to each such Group II Mortgage Loan) or Group III Class B-6
Prepayment Percentage (with respect to each such Group III Mortgage Loan)
of the Scheduled Principal Balance of such Mortgage Loan which, during the
one month period ending on the day preceding the Determination Date for
such Distribution Date, was repurchased by the Seller pursuant to Sections
2.02 or 2.03; and
(iv) the Group I Class B-6 Percentage (with respect to each such
Group I Mortgage Loan), Group II Class B-6 Percentage (with respect to
each such Group II Mortgage Loan) or Group III Class B-6 Percentage (with
respect to each such Group III Mortgage Loan) of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I Class B-6 Prepayment Percentage, Group II Class B-6
Prepayment Percentage or Group III Class B-6 Prepayment Percentage, as
applicable, of the Non-PO Recovery for each Loan Group for such
Distribution Date.
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Clause (ii) Paragraph eighteenth of Section
4.01(a) and (b) the Realized Losses allocated through such Determination Date to
the Class B-6 Certificates pursuant to Section 4.02(b); provided, however, if
the Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will
equal the difference, if any, between the Aggregate Adjusted Pool Amount as of
the preceding Distribution Date less the sum of the Aggregate Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Principal Distribution Amount: As to any Distribution
Date, any amount distributable to the Holders of the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth of Section 4.01(a).
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on`prior Distribution Dates pursuant to
Clause (ii) Paragraph seventeenth of Section 4.01(a).
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.19.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled
Principal Balance for such Distribution Date and (b) the Available Master
Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trust
Administrator or Trustee, as the case may be, at which at any particular time
its corporate trust business shall be administered, which office with respect to
the Trust Administrator at the date of the execution of this instrument is
located at 401 South Tryon Street, NC 1179, Charlotte, North Carolina 28202 and
with respect to the Trustee, at the date of execution of this instrument is
located at 114 West 47th Street, New York, New York 10036.
Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which each of the Group I-A Percentage, Group II-A
Percentage and Group III-A Percentage (in each case, determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution
Date that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Unscheduled Principal Receipt from the day of its receipt
or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution
Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month in which such
Unscheduled Principal Receipt is received.
Current Group I-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group I-A
Certificates pursuant to Clause (i) Paragraph first Clause (A) of Section
4.01(a) on such Distribution Date.
Current Group II-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
II-A Certificates pursuant to Clause (i) Paragraph first Clause (B) of Section
4.01(a) on such Distribution Date.
Current Group III-A Interest Distribution Amount: As to any
Distribution Date, the amount distributed in respect of the Classes of Group
III-A Certificates pursuant to Clause (i) Paragraph first Clause (C) of Section
4.01(a) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Clause (ii) Paragraphs first, fourth, seventh, tenth, thirteenth and
sixteenth of Section 4.01(a) on such Distribution Date.
Current Class B-1 Fractional`Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trust Administrator, substantially in the form of Exhibit E
hereto, as the same may be amended or modified from time to time in accordance
with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trust Administrator or any Person directly
or indirectly controlling or controlled by or under common control of the Trust
Administrator. Neither a Servicer, nor the Seller nor the Master Servicer nor
any Person directly or indirectly controlling or controlled by or under common
control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Group I Discount Mortgage Loan, Group
II Discount Mortgage Loan or Group III Discount Mortgage Loan.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as a REMIC or
result in the imposition of any federal tax on the REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency
thereof, provided such obligations are backed by the full faith and credit
of the United States of America;
(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system,
the commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by
either Rating Agency or result in any of such rated Certificates being
placed on credit review status (other than for possible upgrading) by
either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the 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-1A Mortgage Loan: Any of the Group II Mortgage Loans
identified in Exhibit F-1A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced in locations other than Frederick, Maryland under the
WFHM Servicing Agreement.
Exhibit F-1B Mortgage Loan: Any of the Group III Mortgage Loans
identified in Exhibit F-1B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced in locations other than Frederick, Maryland under the
WFHM Servicing Agreement.
Exhibit F-2A Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-2A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced in Frederick, Maryland under the WFHM Servicing
Agreement.
Exhibit F-2B Mortgage Loan: Any of the Group II Mortgage Loans
identified in Exhibit F-2B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced in Frederick, Maryland under the WFHM Servicing
Agreement.
Exhibit F-2C Mortgage Loan: Any of the Group III Mortgage Loans
identified in Exhibit F-2C 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-3A Mortgage Loan: Any of the Group I Mortgage Loans
identified in Exhibit F-3A hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Exhibit F-3B Mortgage Loan: Any of the Group II Mortgage Loans
identified in Exhibit F-3B hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Exhibit F-3C Mortgage Loan: Any of the Group III Mortgage Loans
identified in Exhibit F-3C 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 Group II-A Certificates and Group III-A Certificates and Class B
Certificates is November 25, 2030, which corresponds to the "latest possible
maturity date" for purposes of Section 860G(a)(1) of the Internal Revenue Code
of 1986, as amended. The Final Scheduled Maturity Date for each Class of Group
I-A Certificates is November 25, 2015.
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) 7.500%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the rate described above, which is not
assigned to and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (a) 7.500%, (b) the applicable Servicing
Fee Rate and (c) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $4,392,641.83 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Group: The Group I-A Certificates, the Group II-A Certificates or
the Group III-A Certificates.
Group Subordinate Amount: Either of the Group I Subordinate Amount,
the Group II Subordinate Amount or the Group III Subordinate Amount.
Group I Adjusted Pool Amount: With respect to any Distribution Date,
the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage
Loans minus the sum of (i) all amounts in respect of principal received in
respect of the Group I Mortgage Loans (including, without limitation, amounts
received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts
and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group I
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group I Mortgage Loans from the Cut-Off Date through
the end of the period corresponding to the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date.
Group I Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group I Mortgage Loans: the product
of (i) the PO Fraction for each such Group I Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group I Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group I Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group I Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group I Apportioned Interest Percentage: As to any Distribution Date
and any Class of Group I-A Certificates or Class B Certificates, the percentage
calculated by dividing (a) in the case of a Class of Group I-A Certificates, the
Interest Accrual Amount and in the case of a Class of Class B Certificates, the
Apportioned Interest Accrual Amount for the Group I Apportioned Principal
Balance of such Class by (b) the Group I Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group I Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, the Group II Subordinate
Amount and the Group III Subordinate Amount.
Group I Class B Percentage: Any one of the Group I Class B-1
Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I
Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6
Percentage.
Group I Class B Prepayment Percentage: Any of the Group I Class B-1
Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class
B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I
Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage.
Group I Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group I Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group I Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group I Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group I Class B-2 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-2 Percentage for such Distribution Date will be zero.
Group I Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-3 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-3 Percentage for such Distribution Date will be zero.
Group I Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-4 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-4 Percentage for such Distribution Date will be zero.
Group I Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-5 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-5 Percentage for such Distribution Date will be zero.
Group I Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group I Class B-6 Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group I Subordinated Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group I
Class B-6 Percentage for such Distribution Date will be zero.
Group I Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group I Discount Mortgage Loan: A Group I Mortgage Loan with a Net
Mortgage Interest Rate of less than 7.500%.
Group I Interest Accrual Amount: As to any Distribution Date, the
sum of the Group I-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group I Apportioned Principal Balances of the Class B
Certificates.
Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-2A
and F-3A attached hereto.
Group I Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group I Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group I Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group I-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group I Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group I Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group I Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group I
Mortgage Loans made by the Master Servicer or the Trust Administrator pursuant
to Section 3.03, and (iii) all other amounts with respect to a Group I Mortgage
Loan required to be placed in the Certificate Account by the Servicer on or
before the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest with
respect to a Group I Mortgage Loan and respecting which the Master
Servicer or the Trust Administrator has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular Group
I Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest on Group I Mortgage Loans due after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
with respect to Group I Mortgage Loans after the Applicable Unscheduled
Principal Receipt Period relating to the Distribution Date for the
applicable type of Unscheduled Principal Receipt, and all related payments
of interest on such amounts;
(f) all repurchase proceeds with respect to Group I Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group I Mortgage Loan substituted for a Group I Mortgage Loan pursuant to
Sections 2.02, 2.03 or 2.06 on or following the Determination Date in the
month in which such Distribution Date occurs and the unpaid principal
balance of such Group I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group I Mortgage Loan which represents any unpaid Servicing
Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Group I Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be deposited
in the Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group I Mortgage Loans;
(k) Month End Interest in respect of Group I Mortgage Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group I Mortgage Loans.
Group I Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group I Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group I Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A Non-PO
Principal Balance.
Group I Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group I-A Percentage for
such date.
Group I Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group I-A
Prepayment Percentage for such date.
Group II Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group II
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group II Mortgage Loans (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group II
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group II Mortgage Loans from the Cut-Off Date
through the end of the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Group II Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group II Mortgage Loans: the product
of (i) the PO Fraction for each such Group II Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group II Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group II Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group II Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group II Apportioned Interest Percentage: As to any Distribution
Date and any Class of Group II-A Certificates or Class B Certificates, the
percentage calculated by dividing (a) in the case of a Class of Group II-A
Certificates, the Interest Accrual Amount and in the case of a Class of Class B
Certificates, the Apportioned Interest Accrual Amount for the Group II
Apportioned Principal Balance of such Class by (b) the Group II Interest Accrual
Amount (determined without regard to clause (ii) of the definition of each
Interest Accrual Amount).
Group II Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group II Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, the Group II Subordinate
Amount and the Group III Subordinate Amount.
Group II Class B Percentage: Any one of the Group II Class B-1
Percentage, Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group
II Class B-4 Percentage, Group II Class B-5 Percentage or Group II Class B-6
Percentage.
Group II Class B Prepayment Percentage: Any of the Group II Class
B-1 Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II
Class B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group
II Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment Percentage.
Group II Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group II Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group II Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group II Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group II Class B-2 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-2 Percentage for such Distribution Date will be zero.
Group II Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-3 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-3 Percentage for such Distribution Date will be zero.
Group II Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-4 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-4 Percentage for such Distribution Date will be zero.
Group II Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-5 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-5 Percentage for such Distribution Date will be zero.
Group II Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage
for such Distribution Date will be zero.
Group II Class B-6 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group II Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group II
Class B-6 Percentage for such Distribution Date will be zero.
Group II Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage
for such Distribution Date will be zero.
Group II Discount Mortgage Loan: A Group II Mortgage Loan with a Net
Mortgage Interest Rate of less than 7.500%.
Group II Interest Accrual Amount: As to any Distribution Date, the
sum of the Group II-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group II Apportioned Principal Balances of the Class B
Certificates.
Group II Mortgage Loans: Those Mortgage Loans listed on Exhibits
F-1A, F-2B and F-3B attached hereto.
Group II Pool Balance (Non-PO Portion): As of any Distribution Date,
the sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan
and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Balance (PO Portion): As of any Distribution Date, the
sum of the amounts for each Group II Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group II Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group II-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group II Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group II Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group II Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group II
Mortgage Loans made by the Master Servicer or the Trust Administrator pursuant
to Section 3.03 and (iii) all other amounts with respect to a Group II Mortgage
Loan required to be placed in the Certificate Account by the Servicer on or
before the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
with respect to a Group II Mortgage Loan and respecting which the Master
Servicer or the Trust Administrator has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by
the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular
Group II Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest on Group II Mortgage Loans due after the Due Date occurring
in the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers with respect to Group II Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution Date for
the applicable type of Unscheduled Principal Receipt, and all related
payments of interest on such amounts;
(f) all repurchase proceeds with respect to Group II Mortgage
Loans repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group II Mortgage Loan substituted for a Group II Mortgage Loan pursuant
to Sections 2.02, 2.03 or 2.06 on or following the Determination Date in
the month in which such Distribution Date occurs and the unpaid principal
balance of such Group II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group II Mortgage Loan which represents any unpaid
Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in
the Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group II Mortgage Loans, to the
extent not covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group II Mortgage
Loans;
(k) Month End Interest in respect of Group II Mortgage
Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group II Mortgage Loans.
Group II Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group II Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group II Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group II Pool Balance (Non-PO Portion) over (ii) the Group II-A
Non-PO Principal Balance.
Group II Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group II-A Percentage
for such date.
Group II Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group II-A
Prepayment Percentage for such date.
Group III Adjusted Pool Amount: With respect to any Distribution
Date, the aggregate of the Cut-Off Date Principal Balances of the Group III
Mortgage Loans minus the sum of (i) all amounts in respect of principal received
in respect of the Group III Mortgage Loans (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates, (ii)
the principal portion of all Liquidated Loan Losses incurred on such Group III
Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off
Date through the end of Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(iii) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Group III Mortgage Loans from the Cut-Off Date
through the end of the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Group III Adjusted Pool Amount (PO Portion): With respect to any
Distribution Date, the sum of the amounts, calculated as follows, with respect
to all Outstanding Mortgage Loans that are Group III Mortgage Loans: the product
of (i) the PO Fraction for each such Group III Mortgage Loan and (ii) the
remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus
(B) the sum of (x) all amounts in respect of principal received in respect of
such Group III Mortgage Loan (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Certificates
on such Distribution Date and all prior Distribution Dates, (y) the principal
portion of any Liquidated Loan Losses incurred on such Group III Mortgage Loans
for which Liquidation Proceeds were received from the Cut-Off Date through the
end of the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts for such Distribution Date and (z) the principal
portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred
on the Group III Mortgage Loans from the Cut-Off Date through the end of the
period corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.
Group III Apportioned Interest Percentage: As to any Distribution
Date and any Class of Group III-A Certificates or Class B Certificates, the
percentage calculated by dividing (a) in the case of a Class of Group III-A
Certificates, the Interest Accrual Amount and in the case of a Class of Class B
Certificates, the Apportioned Interest Accrual Amount for the Group III
Apportioned Principal Balance of such Class by (b) the Group III Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
Group III Apportioned Principal Balance: As to any Distribution Date
and any Class of Class B Certificates, an amount equal to the product of (i) the
Principal Balance of the Class of Class B Certificates and (ii) a fraction, the
numerator of which is the Group III Subordinate Amount and the denominator of
which is the sum of the Group I Subordinate Amount, the Group II Subordinate
Amount and the Group III Subordinate Amount.
Group III Class B Percentage: Any one of the Group III Class B-1
Percentage, Group III Class B-2 Percentage, Group III Class B-3 Percentage,
Group III Class B-4 Percentage, Group III Class B-5 Percentage or Group III
Class B-6 Percentage.
Group III Class B Prepayment Percentage: Any of the Group III Class
B-1 Prepayment Percentage, Group III Class B-2 Prepayment Percentage, Group III
Class B-3 Prepayment Percentage, Group III Class B-4 Prepayment Percentage,
Group III Class B-5 Prepayment Percentage or Group III Class B-6 Prepayment
Percentage.
Group III Class B-1 Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group III Subordinated Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Group III Class B-1 Prepayment Percentage: As to any Distribution
Date, the percentage calculated by multiplying the Group III Subordinated
Prepayment Percentage by either (i) if any Class B Certificates (other than the
Class B-1 Certificates) are eligible to receive principal distributions for such
Distribution Date in accordance with Section 4.01(d), a fraction, the numerator
of which is the Class B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d) or (ii) except as set forth in Section
4.01(d)(ii), in the event that the Class B Certificates (other than the Class
B-1 Certificates) are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), one.
Group III Class B-2 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group III Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group III
Class B-2 Percentage for such Distribution Date will be zero.
Group III Class B-2 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-2 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group III Class B-2 Prepayment
Percentage for such Distribution Date will be zero.
Group III Class B-3 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group III Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group III
Class B-3 Percentage for such Distribution Date will be zero.
Group III Class B-3 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-3 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group III Class B-3 Prepayment
Percentage for such Distribution Date will be zero.
Group III Class B-4 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group III Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group III
Class B-4 Percentage for such Distribution Date will be zero.
Group III Class B-4 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-4 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group III Class B-4 Prepayment
Percentage for such Distribution Date will be zero.
Group III Class B-5 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group III Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group III
Class B-5 Percentage for such Distribution Date will be zero.
Group III Class B-5 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-5 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group III Class B-5 Prepayment
Percentage for such Distribution Date will be zero.
Group III Class B-6 Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Group III Subordinated Percentage by (ii) a fraction, the numerator of which
is the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Group III
Class B-6 Percentage for such Distribution Date will be zero.
Group III Class B-6 Prepayment Percentage: As to any Distribution
Date, except as set forth in the next sentence, the percentage calculated by
multiplying (i) the Group III Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class B-6 Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Group III Class B-6 Prepayment
Percentage for such Distribution Date will be zero.
Group III Discount Mortgage Loan: A Group III Mortgage Loan with a
Net Mortgage Interest Rate of less than 7.500%.
Group III Interest Accrual Amount: As to any Distribution Date, the
sum of the Group III-A Interest Accrual Amount and the Apportioned Interest
Accrual Amounts for the Group III Apportioned Principal Balances of the Class B
Certificates.
Group III Mortgage Loans: Those Mortgage Loans listed on Exhibits
F-1B, F-2C and F-3C attached hereto.
Group III Pool Balance (Non-PO Portion): As of any Distribution
Date, the sum of the amounts for each Group III Mortgage Loan that is an
Outstanding Mortgage Loan of the product of (i) the Non-PO Fraction for such
Mortgage Loan and (ii) the Scheduled Principal Balance of such Mortgage Loan.
Group III Pool Balance (PO Portion): As of any Distribution Date,
the sum of the amounts for each Group III Mortgage Loan that is an Outstanding
Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and
(ii) the Scheduled Principal Balance of such Mortgage Loan.
Group III Pool Distribution Amount: As of any Distribution Date, the
funds eligible for distribution to the Group III-A Certificates and Class B
Certificates on such Distribution Date, which shall be the sum of (i) all
previously undistributed payments or other receipts on account of principal and
interest on or in respect of the Group III Mortgage Loans (including, without
limitation, the proceeds of any repurchase of a Group III Mortgage Loan by the
Seller and any Substitution Principal Amount) received by the Master Servicer
with respect to the applicable Remittance Date in the month of such Distribution
Date and any Unscheduled Principal Receipts received by the Master Servicer on
or prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made with respect to Group III Mortgage Loans by a Servicer pursuant to
the related Servicing Agreement or Periodic Advances with respect to Group III
Mortgage Loans made by the Master Servicer or the Trust Administrator pursuant
to Section 3.03 and (iii) all other amounts with respect to a Group III Mortgage
Loan required to be placed in the Certificate Account by the Servicer on or
before the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
with respect to a Group III Mortgage Loan and respecting which the Master
Servicer or the Trust Administrator has made one or more unreimbursed
Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances with respect to a Group III Mortgage Loan
by the Master Servicer or the Trust Administrator;
(c) those portions of each payment of interest on a particular
Group III Mortgage Loan which represent (i) the Fixed Retained Yield, if
any, (ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest on Group III Mortgage Loans due after the Due Date occurring
in the month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers with respect to Group III Mortgage Loans after the Applicable
Unscheduled Principal Receipt Period relating to the Distribution Date for
the applicable type of Unscheduled Principal Receipt, and all related
payments of interest on such amounts;
(f) all repurchase proceeds with respect to Group III Mortgage
Loans repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or
following the Determination Date in the month in which such Distribution
Date occurs and the difference between the unpaid principal balance of a
Group III Mortgage Loan substituted for a Group III Mortgage Loan pursuant
to Sections 2.02, 2.03 or 2.06 on or following the Determination Date in
the month in which such Distribution Date occurs and the unpaid principal
balance of such Group III Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with
respect to any Group III Mortgage Loan which represents any unpaid
Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in
the Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Group III Mortgage Loans, to the
extent not covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Liquidation Profits in respect of Group III Mortgage
Loans;
(k) Month End Interest in respect of Group III Mortgage
Loans; and
(l) all amounts reimbursable to a Servicer for PMI Advances in
respect of Group III Mortgage Loans.
Group III Pool Scheduled Principal Balance: As to any Distribution
Date, the aggregate Scheduled Principal Balances of all Group III Mortgage Loans
that were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group III Subordinate Amount: As to any Distribution Date, the
excess of (i) the Group III Pool Balance (Non-PO Portion) over (ii) the Group
III-A Non-PO Principal Balance.
Group III Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Group III-A Percentage
for such date.
Group III Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the Group III-A
Prepayment Percentage for such date.
Group I-A Certificate: Any Class I-A-1 or Class I-A-PO Certificate.
Group I-A Distribution Amount: As to any Distribution Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
amount distributable to such Class of Group I-A Certificates pursuant to Clause
(i) Paragraphs first Clause (A), second Clause (A) and third Clause (A)(1) of
Section 4.01(a). As to any Distribution Date and the Class I-A-PO Certificates,
the amount distributable to the Class I-A-PO Certificates pursuant to Clause (i)
Paragraphs third Clause (A)(2) and fourth Clause (A) of Section 4.01(a) on such
Distribution Date.
Group I-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class I-A Certificates with respect
to such Distribution Date.
Group I-A Interest Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof)`by the Group I-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group I-A Interest Shortfall Amount: As to any Distribution Date and
any Class of Group I-A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Clause (i) Paragraph first Clause (A) of Section 4.01(a).
Group I-A Loss Denominator: As to any Determination Date, an amount
equal to the Group I-A Non-PO Principal Balance.
Group I-A Loss Percentage: As to any Determination Date and any
Class of Group I-A Certificates (other than the Class I-A-PO Certificates), the
percentage calculated by dividing the Principal Balance of such Class by the
Group I-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group I-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group I-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount,
(ii) the Aggregate Group I-A Unpaid Interest Shortfall and (iii) the Group I-A
Non-PO Optimal Principal Amount.
Group I-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group I Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group I-A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
` Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group I-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group I-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date such Distribution Date,
was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group I-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group I-A Prepayment Percentage of the Non-PO Recovery for Loan
Group I for such Distribution Date.
Group I-A Non-PO Principal Balance: As of any date, an amount equal
to the Group I-A Principal Balance less the Principal Balance of the Class
I-A-PO Certificates.
Group I-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group I-A Certificates pursuant to Clause (i) Paragraph third Clause (A)(1) of
Section 4.01(a).
Group I-A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Group I-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Group I Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Cross-Over Date, 100% or such lesser percentage which will cause the Group
I-A Non-PO Principal Balance to decline to zero following the distribution made
on such Distribution Date.
Group I-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in October 2005, 100%. As to any Distribution
Date subsequent to October 2005 to and including the Distribution Date in
October 2006, the Group I-A Percentage as of such Distribution Date plus 70% of
the Group I Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to October 2006 to and including the Distribution
Date in October 2007, the Group I-A Percentage as of such Distribution Date plus
60% of the Group I Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to October 2007 to and including the
Distribution Date in October 2008, the Group I-A Percentage as of such
Distribution Date plus 40% of the Group I Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to October 2008 to and
including the Distribution Date in October 2009, the Group I-A Percentage as of
such Distribution Date plus 20% of the Group I Subordinated Percentage as of
such Distribution Date. As to any Distribution Date subsequent to October 2009,
the Group I-A Percentage as of such Distribution Date. The foregoing is subject
to the following: (i) if the aggregate distribution to Holders of Group I-A
Certificates on any Distribution Date of the Group I-A Prepayment Percentage
provided above of Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Group I-A Non-PO Principal Balance below
zero, the Group I-A Prepayment Percentage for such Distribution Date shall be
the percentage necessary to bring the Group I-A Non-PO Principal Balance to zero
and thereafter the Group I-A Prepayment Percentage shall be zero and (ii) if the
Group I-A Percentage, Group II-A Percentage or Group III-A Percentage as of any
Distribution Date is greater than the Original Group I-A Percentage, Original
Group II-A Percentage or Original Group III-A Percentage, respectively, the
Group I-A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Group I-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Group I-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Group I-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Group I-A Prepayment Percentage for the
Distribution Date occurring in the October preceding such Distribution Date (it
being understood that for the purposes of the determination of the Group I-A
Prepayment Percentage for the current Distribution Date, the current Group I-A
Percentage and Group I Subordinated Percentage shall be utilized). No reduction
in either the Group I-A Prepayment Percentage, the Group II-A Prepayment
Percentage or the Group III-A Prepayment Percentage referred to in the second
through sixth sentences hereof or the definition of "Group II-A Prepayment
Percentage" or "Group II-A Prepayment Percentage," as applicable, shall be
applicable, with respect to any Distribution Date if (a) the average outstanding
principal balance on such Distribution Date and for the preceding five
Distribution Dates on the Group I Mortgage Loans, Group II Mortgage Loans or
Group III Mortgage Loans that were delinquent 60 days or more (including for
this purpose any payments due with respect to Mortgage Loans in foreclosure and
REO Mortgage Loans) were greater than or equal to 50% of the Group I Subordinate
Amount, Group II Subordinate Amount or Group III Subordinate Amount, as
applicable or (b) cumulative Realized Losses on the Group I Mortgage Loans, the
Group II Mortgage Loans or Group III Mortgage Loans exceed (1) 30% of the
Original Group I Subordinated Principal Balance, Original Group II Subordinated
Principal Balance or Original Group III Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including November 2005
and October 2006 (2) 35% of the Original Group I Subordinated Principal Balance,
Original Group II Subordinated Principal Balance or Original Group III
Subordinated Principal Balance if such Distribution Date occurs between and
including November 2006 and October 2007, (3) 40% of the Original Group I
Subordinated Principal Balance, Original Group II Subordinated Principal Balance
or Original Group III Subordinated Principal Balance, as applicable, if such
Distribution Date occurs between and including November 2007 and October 2008,
(4) 45% of the Original Group I Subordinated Principal Balance, Original Group
II Subordinated Principal Balance or Original Group III Subordinated Principal
Balance, as applicable, if such Distribution Date occurs between and including
November 2008 and October 2009, and (5) 50% of the Original Group I Subordinated
Principal Balance, Original Group II Subordinated Principal Balance or Original
Group III Subordinated Principal Balance, as applicable, if such Distribution
Date occurs during or after November 2009. With respect to any Distribution Date
on which the Group I-A Prepayment Percentage is reduced below the Group I-A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trust Administrator, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.
Group I-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class I-A-1 Certificates and Class I-A-PO
Certificates.
Group I-A Shortfall Percentage: As to any Distribution Date and any
Class of Group I-A Certificates, the percentage calculated by dividing the Class
A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group II-A Certificate: Any Class II-A-1, Class II-A-PO and Class
II-A-R Certificate.
Group II-A Distribution Amount: As to any Distribution Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the amount distributable to such Class of Group II-A Certificates pursuant to
Clause (i) Paragraphs first Clause (B), second Clause (B) and third Clause
(B)(1) of Section 4.01(a). As to any Distribution Date and the Class II-A-PO
Certificates, the amount distributable to the Class II-A-PO Certificates
pursuant to Clause (i) Paragraphs third Clause (B)(2) and fourth Clause (B) of
Section 4.01(a) on such Distribution Date.
Group II-A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates
with respect to such Distribution Date.
Group II-A Interest Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group II-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Group II-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group II-A Certificates, any amount by which the Interest
Accrual Amount of such Class with respect to such Distribution Date exceeds the
amount distributed in respect of such Class on such Distribution Date pursuant
to Clause (i) Paragraph first Clause (B) of Section 4.01(a).
Group II-A Loss Denominator: As to any Determination Date, an amount
equal to the Group II-A Non-PO Principal Balance.
Group II-A Loss Percentage: As to any Determination Date and any
Class of Group II-A Certificates (other than the Class II-A-PO Certificates),
the percentage calculated by dividing the Principal Balance of such Class by the
Group II-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group II-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group II-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group II-A Interest Accrual Amount,
(ii) the Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A
Non-PO Optimal Principal Amount.
Group II-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group II Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group II-A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group II-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group II-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group II-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group II-A Prepayment Percentage of the Non-PO Recovery for Loan
Group II for such Distribution Date.
Group II-A Non-PO Principal Balance: As of any date, an amount equal
to the Group II-A Principal Balance less the Principal Balance of the Class
II-A-PO Certificates.
Group II-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group II-A Certificates pursuant to Clause (i) Paragraph third Clause (B)(1) of
Section 4.01(a).
Group II-A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Group II-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Group II Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Cross-Over Date, 100% or such lesser percentage which will cause the Group
II-A Non-PO Principal Balance to decline to zero following the distribution made
on such Distribution Date.
Group II-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in October 2005, 100%. As to any Distribution
Date subsequent to October 2005 to and including the Distribution Date in
October 2006, the Group II-A Percentage as of such Distribution Date plus 70% of
the Group II Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to October 2006 to and including the Distribution
Date in October 2007, the Group II-A Percentage as of such Distribution Date
plus 60% of the Group II Subordinated Percentage as of such Distribution Date.
As to any Distribution Date subsequent to October 2007 to and including the
Distribution Date in October 2008, the Group II-A Percentage as of such
Distribution Date plus 40% of the Group II Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to October 2008 to and
including the Distribution Date in October 2009, the Group II-A Percentage as of
such Distribution Date plus 20% of the Group II Subordinated Percentage as of
such Distribution Date. As to any Distribution Date subsequent to October 2009,
the Group II-A Percentage as of such Distribution Date. The foregoing is subject
to the following: (i) if the aggregate distribution to Holders of Group II-A
Certificates on any Distribution Date of the Group II-A Prepayment Percentage
provided above of Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Group II-A Non-PO Principal Balance below
zero, the Group II-A Prepayment Percentage for such Distribution Date shall be
the percentage necessary to bring the Group II-A Non-PO Principal Balance to
zero and thereafter the Group II-A Prepayment Percentage shall be zero and (ii)
if the Group I-A Percentage, Group II-A Percentage or Group III-A Percentage as
of any Distribution Date is greater than the Original Group I-A Percentage,
Original Group II-A Percentage or, Original Group III-A Percentage,
respectively, the Group II-A Prepayment Percentage for such Distribution Date
shall be 100%. Notwithstanding the foregoing, with respect to any Distribution
Date on which the following criteria are not met, the reduction of the Group
II-A Prepayment Percentage described in the second through sixth sentences of
this definition of Group II-A Prepayment Percentage shall not be applicable with
respect to such Distribution Date. In such event, the Group II-A Prepayment
Percentage for such Distribution Date will be determined in accordance with the
applicable provision, as set forth in the first through fifth sentences above,
which was actually used to determine the Group II-A Prepayment Percentage for
the Distribution Date occurring in the October preceding such Distribution Date
(it being understood that for the purposes of the determination of the Group
II-A Prepayment Percentage for the current Distribution Date, the current Group
II-A Percentage and Group II Subordinated Percentage shall be utilized). No
reduction in either the Group I-A Prepayment Percentage, the Group II-A
Prepayment Percentage or the Group III-A Prepayment Percentage referred to in
the second through sixth sentences hereof or the definition of "Group I-A
Prepayment Percentage" or "Group III-A Prepayment Percentage" as applicable,
shall be applicable, with respect to any Distribution Date if (a) the average
outstanding principal balance on such Distribution Date and for the preceding
five Distribution Dates on the Group I Mortgage Loans, Group II Mortgage Loans
or Group III Mortgage Loans that were delinquent 60 days or more (including for
this purpose any payments due with respect to Mortgage Loans in foreclosure and
REO Mortgage Loans) were greater than or equal to 50% of the Group I Subordinate
Amount, Group II Subordinate Amount or Group III Subordinate Amount, as
applicable or (b) cumulative Realized Losses on the Group I Mortgage Loans, the
Group II Mortgage Loans or Group III Mortgage Loans exceed (1) 30% of the
Original Group I Subordinated Principal Balance, Original Group II Subordinated
Principal Balance or Original Group III Subordinated Principal Balance, as
applicable, if such Distribution Date occurs between and including November 2005
and October 2006 (2) 35% of the Original Group I Subordinated Principal Balance,
Original Group II Subordinated Principal Balance or Original Group III
Subordinated Principal Balance if such Distribution Date occurs between and
including November 2006 and October 2007, (3) 40% of the Original Group I
Subordinated Principal Balance, Original Group II Subordinated Principal Balance
or Original Group III Subordinated Principal Balance, as applicable, if such
Distribution Date occurs between and including November 2007 and October 2008,
(4) 45% of the Original Group I Subordinated Principal Balance, Original Group
II Subordinated Principal Balance or Original Group III Subordinated Principal
Balance, as applicable, if such Distribution Date occurs between and including
November 2008 and October 2009, and (5) 50% of the Original Group I Subordinated
Principal Balance, Original Group II Subordinated Principal Balance or Original
Group III Subordinated Principal Balance, as applicable, if such Distribution
Date occurs during or after November 2009. With respect to any Distribution Date
on which the Group II-A Prepayment Percentage is reduced below the Group II-A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trust Administrator, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.
Group II-A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class II-A-1 Certificates and Class
II-A-PO Certificates.
Group II-A Shortfall Percentage: As to any Distribution Date and any
Class of Group II-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group II-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group III-A Certificate: Any Class III-A-1, Class III-A-2, Class
III-A-3 and Class III-A-PO Certificate.
Group III-A Distribution Amount: As to any Distribution Date and any
Class of Group III-A Certificates (other than the Class III-A-PO Certificates),
the amount distributable to such Class of Group III-A Certificates pursuant to
Clause (i) Paragraphs first Clause (C), second Clause (C) and third Clause
(C)(1) of Section 4.01(a). As to any Distribution Date and the Class III-A-PO
Certificates, the amount distributable to the Class III-A-PO Certificates
pursuant to Clause (i) Paragraphs third Clause (C)(2) and fourth Clause (C) of
Section 4.01(a) on such Distribution Date.
Group III-A Interest Accrual Amount: As to any Distribution Date,
the sum of the Interest Accrual Amounts for the Classes of Group III-A
Certificates with respect to such Distribution Date.
Group III-A Interest Percentage: As to any Distribution Date and any
Class of Group III-A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Group III-A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount).
Group III-A Interest Shortfall Amount: As to any Distribution Date
and any Class of Group III-A Certificates, any amount by which the Interest
Accrual Amount of such Class with respect to such Distribution Date exceeds the
amount distributed in respect of such Class on such Distribution Date pursuant
to Clause (i) Paragraph first Clause (C) of Section 4.01(a).
Group III-A Loss Denominator: As to any Determination Date, an
amount equal to the Group III-A Non-PO Principal Balance.
Group III-A Loss Percentage: As to any Determination Date and any
Class of Group III-A Certificates (other than the Class III-A-PO Certificates),
the percentage calculated by dividing the Principal Balance of such Class by the
Group III-A Loss Denominator (determined without regard to any such Principal
Balance of any Class of Group III-A Certificates not then outstanding), in each
case determined as of the preceding Determination Date.
Group III-A Non-PO Optimal Amount: As to any Distribution Date, the
sum for such Distribution Date of (i) the Group III-A Interest Accrual Amount,
(ii) the Aggregate Group III-A Unpaid Interest Shortfall and (iii) the Group
III-A Non-PO Optimal Principal Amount.
Group III-A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Group III Mortgage
Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO
Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Group III-A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Group III-A Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Group III-A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Group III-A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a Mortgage Loan
during the one month period ending on the day preceding the Determination
Date for such Distribution Date over the unpaid principal balance of such
Mortgage Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trust Administrator in respect of such Mortgage
Loan; and
(II) the Group III-A Prepayment Percentage of the Non-PO Recovery for Loan
Group III for such Distribution Date.
Group III-A Non-PO Principal Balance: As of any date, an amount
equal to the Group III-A Principal Balance less the Principal Balance of the
Class III-A-PO Certificates.
Group III-A Non-PO Principal Distribution Amount: As to any
Distribution Date, the aggregate amount distributed in respect of the Classes of
Group III-A Certificates pursuant to Clause (i) Paragraph third Clause (C)(1) of
Section 4.01(a).
Group III-A Percentage: As to any Distribution Date occurring on or
prior to the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Group III-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Group III Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Cross-Over Date, 100% or such lesser percentage which will cause the Group
III-A Non-PO Principal Balance to decline to zero following the distribution
made on such Distribution Date.
Group III-A Prepayment Percentage: As to any Distribution Date to
and including the Distribution Date in October 2005, 100%. As to any
Distribution Date subsequent to October 2005 to and including the Distribution
Date in October 2006, the Group III-A Percentage as of such Distribution Date
plus 70% of the Group III Subordinated Percentage as of such Distribution Date.
As to any Distribution Date subsequent to October 2006 to and including the
Distribution Date in October 2007, the Group III-A Percentage as of such
Distribution Date plus 60% of the Group III Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to October 2007 to and
including the Distribution Date in October 2008, the Group III-A Percentage as
of such Distribution Date plus 40% of the Group III Subordinated Percentage as
of such Distribution Date. As to any Distribution Date subsequent to October
2008 to and including the Distribution Date in October 2009, the Group III-A
Percentage as of such Distribution Date plus 20% of the Group III Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to October 2009, the Group III-A Percentage as of such Distribution Date. The
foregoing is subject to the following: (i) if the aggregate distribution to
Holders of Group III-A Certificates on any Distribution Date of the Group III-A
Prepayment Percentage provided above of Unscheduled Principal Receipts
distributable on such Distribution Date would reduce the Group III-A Non-PO
Principal Balance below zero, the Group III-A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Group III-A
Non-PO Principal Balance to zero and thereafter the Group III-A Prepayment
Percentage shall be zero and (ii) if the Group I-A Percentage, Group II-A
Percentage or Group III-A Percentage as of any Distribution Date is greater than
the Original Group II-A Percentage, Original Group II-A Percentage or Original
Group III-A Percentage, respectively, the Group III-A Prepayment Percentage for
such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Group III-A Prepayment Percentage described in the second
through sixth sentences of this definition of Group III-A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Group III-A Prepayment Percentage for such Distribution Date will be
determined in accordance with the applicable provision, as set forth in the
first through fifth sentences above, which was actually used to determine the
Group III-A Prepayment Percentage for the Distribution Date occurring in the
October preceding such Distribution Date (it being understood that for the
purposes of the determination of the Group III-A Prepayment Percentage for the
current Distribution Date, the current Group III-A Percentage and Group III
Subordinated Percentage shall be utilized). No reduction in either the Group I-A
Prepayment Percentage, the Group II-A Prepayment Percentage or the Group III-A
Prepayment Percentage referred to in the second through sixth sentences hereof
or the definition of "Group I-A Prepayment Percentage" or "Group II-A Prepayment
Percentage," as applicable, shall be applicable, with respect to any
Distribution Date if (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Group I
Mortgage Loans, Group II Mortgage Loans or Group III Discount Mortgage Loans
that were delinquent 60 days or more (including for this purpose any payments
due with respect to Mortgage Loans in foreclosure and REO Mortgage Loans) were
greater than or equal to 50% of the Group I Subordinate Amount, Group II
Subordinate Amount or Group III Subordinate Amount, as applicable or (b)
cumulative Realized Losses on the Group I Mortgage Loans, the Group II Mortgage
Loans or the Group III Mortgage Loans exceed (1) 30% of the Original Group I
Subordinated Principal Balance, Original Group II Subordinated Principal Balance
or Original Group III Subordinated Principal Balance, as applicable, if such
Distribution Date occurs between and including November 2005 and October 2006
(2) 35% of the Original Group I Subordinated Principal Balance, Original Group
II Subordinated Principal Balance or Original Group III Subordinated Principal
Balance if such Distribution Date occurs between and including November 2006 and
October 2007, (3) 40% of the Original Group I Subordinated Principal Balance,
Original Group II Subordinated Principal Balance or Original Group III
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
between and including November 2007 and October 2008, (4) 45% of the Original
Group I Subordinated Principal Balance, Original Group II Subordinated Principal
Balance or Original Group III Subordinated Principal Balance, as applicable, if
such Distribution Date occurs between and including November 2008 and October
2009, and (5) 50% of the Original Group I Subordinated Principal Balance,
Original Group II Subordinated Principal Balance or Original Group III
Subordinated Principal Balance, as applicable, if such Distribution Date occurs
during or after November 2009. With respect to any Distribution Date on which
the Group III-A Prepayment Percentage is reduced below the Group III-A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trust Administrator, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.
Group III-A Principal Balance: As of any date, an amount equal to
the sum of the Principal Balances for the Class III-A-1 Certificates, Class
III-A-2 Certificates, Class III-A-3 Certificates and Class III-A-PO
Certificates.
Group III-A Shortfall Percentage: As to any Distribution Date and
any Class of Group III-A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Group III-A
Unpaid Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.
Group A Non-PO Principal Balance: Any of the Group I-A Non-PO
Principal Balance, Group II-A Non-PO Principal Balance and Group III-A Non-PO
Principal Balance.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class I-A-PO Certificates, Class II-A-PO
Certificates and Class III-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 sum of (A) the Group I Apportioned Interest Percentage,
Group II Apportioned Interest Percentage or Group III Apportioned Interest
Percentage, as applicable, of such Class of the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
attributable to Group I Mortgage Loans, Group II Mortgage Loans or Group III
Mortgage Loans, respectively, with respect to such Distribution Date pursuant to
Section 4.02(e), (B) the Group I-A Interest Percentage, Group II-A Interest
Percentage or Group III-A Interest Percentage of the interest portion of any
Realized Losses (other than Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses) allocated to the Group I-A Certificates, Group
II-A Certificates or Group III-A Certificates, as applicable, on or after the
Cross-Over Date pursuant to Section 4.02(e) and (C) the Group I-A Interest
Percentage, Group II-A Interest Percentage or Group III-A Interest Percentage of
such Class of any Non-Supported Interest Shortfall allocated to the Class A
Certificates with respect to such Distribution Date. The Class I-A-PO, Class
II-A-PO and Class III-A-PO Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the sum of (A) the Class B Interest Percentage
of such Class of any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (B) the Group I
Apportioned Interest Percentage, Group II Apportioned Interest Percentage or
Group III Apportioned Interest Percentage, as applicable, of such Class of the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses attributable to the Group I Mortgage Loans, Group II
Mortgage Loans or Group III Mortgage Loans, respectively, with respect to such
Distribution Date pursuant to Section 4.02(e).
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trust Administrator
pursuant hereto respecting the related Mortgage Loan, including any unreimbursed
advances for real property taxes or for property restoration or preservation of
the related Mortgaged Property. Liquidation Expenses shall not include any
previously incurred expenses in respect of an REO Mortgage Loan which have been
netted against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan Group I: The Group I Mortgage Loans.
Loan Group II: The Group II Mortgage Loans.
Loan Group III: The Group III Mortgage Loans.
Loan Group: Any of Loan Group I, Loan Group II or Loan Group III.
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 11.24.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC Additional Collateral: The Additional Collateral, as defined in
the MLCC Servicing Agreement.
MLCC Additional Collateral Mortgage Loans: The Additional Collateral
Mortgage Loans, as defined in the MLCC Servicing Agreement.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan
purchase agreement dated as of April 1, 1998 between Merrill Lynch Credit
Corporation, as seller, and Wells Fargo Funding, Inc., as purchaser.
MLCC Servicing Agreement: The Servicing Agreement, dated April 1,
1998 between Merrill Lynch Credit Corporation, as Servicer and WFHM, as owner.
MLCC Surety Bond: The Surety Bond, as defined in the MLCC Servicing
Agreement.
Mortgage 100sm Pledge Agreement: As defined in the MLCC Servicing
Agreement.
Month End Interest: As defined in each Servicing Agreement or with
respect to the MLCC Servicing Agreement, the amount defined as "Compensating
Interest".
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of October 27, 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 Trust Administrator on the Closing Date as part of the Trust Estate and
attached hereto as Exhibits F-1A, F-1B, F-2A, F-2B, F-2C, F-3A, F-3B and F-3C,
which list may be amended following the Closing Date upon conveyance of a
Substitute Mortgage Loan pursuant to Sections 2.02, 2.03 or 2.06 and which list
shall set forth at a minimum the following information of the close of business
on the Cut-Off Date (or, with respect to Substitute Mortgage Loans, as of the
close of business on the day of substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield, if applicable; and
(xvi) for each Exhibit F-3A, F-3B or F-3C Mortgage Loan, the name of
the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Sections 2.02, 2.03 and 2.06, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.23
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.24 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 7.500%.
Non-PO Recovery: As to any Distribution Date and each Loan Group,
the amount of all Recoveries for Group I Mortgages Loans, Group II Mortgage
Loans or Group III Mortgage Loans, as applicable, received during the Applicable
Unscheduled Principal Receipt Periods for such Distribution Date less the Class
I-A-PO Recovery, Class II-A-PO Recovery or Class III-A-PO Recovery, as
applicable, for such Distribution Date.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer, the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer
determination, an Officer's Certificate of the Master Servicer delivered to the
Trust Administrator, in each case detailing the reasons for such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Group I-A Certificates, Group II-A
Certificates and Group III-A Certificates according to the percentage obtained
by dividing the Group I-A Non-PO Principal Balance, Group II-A Non-PO Principal
Balance or Group III-A Non-PO Principal Balance, as applicable, by the Aggregate
Non-PO Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the Aggregate
Non-PO Principal Balance.
Non-U.S. Person: As defined in Section 4.01(f).
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or the Trust Administrator.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Aggregate Non-PO Principal Balance. The Aggregate Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section 11.07.
Original Aggregate Subordinate Percentage: The Aggregate Subordinate
Percentage as of the Cut-Off Date, as set forth in Section 11.08.
Original Group I Subordinated Principal Balance: The aggregate of
the Group I Apportioned Principal Balances of the Class B Certificates as of the
Cut-Off Date, as set forth in Section 11.10.
Original Group II Subordinated Principal Balance: The aggregate of
the Group II Apportioned Principal Balances of the Class B Certificates as of
the Cut-Off Date, as set forth in Section 11.11.
Original Group III Subordinated Principal Balance: The aggregate of
the Group III Apportioned Principal Balances of the Class B Certificates as of
the Cut-Off Date, as set forth in Section 11.12.
Original Group I-A Percentage: The Group I-A Percentage as of the
Cut-Off Date, as set forth in Section 11.03.
Original Group II-A Percentage: The Group II-A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Group III-A Percentage: The Group III-A Percentage as of
the Cut-Off Date, as set forth in Section 11.05.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.09.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.14.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional Interest
is specified in Section 11.15.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section 11.16.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest
is specified in Section 11.17.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance. The Original Class
B-5 Fractional Interest is specified in Section 11.18.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.13.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.13.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.13.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.13.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.13.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.13.
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.06; 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 11.13.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicing Agreements: The Servicing Agreements other than the
WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trust
Administrator (or the Custodian, if any) for each Mortgage Loan that contains
the documents specified in the Servicing Agreements or, in the case of each
Mortgage Loan serviced by Bank United or Merrill Lynch Credit Corporation, the
documents specified in the Bank United Mortgage Loan Sale Agreement and the MLCC
Mortgage Loan Purchase Agreement under their respective "Owner Mortgage Loan
File" definition or similar definition and/or other provisions requiring
delivery of specified documents to the owner of the Mortgage Loan in connection
with the purchase thereof, and any additional documents required to be added to
the Owner Mortgage Loan File pursuant to this Agreement.
Parent Power(R)Guaranty Agreement for Real Estate: As defined in the
MLCC Servicing Agreement.
Parent Power(R)Guaranty and Security Agreement for Security Account:
As defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the month in which the related Mortgage Loan became a
Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust
Administrator, as agent for the Master Servicer, to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be any Person directly or indirectly controlling or
controlled by or under common control with the Master Servicer and may be the
Trustee or the Trust Administrator. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate of a
Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): Any of the Group I Pool Balance
(Non-PO Portion), Group II Pool Balance (Non-PO Portion) or Group III Pool
Balance (Non-PO Portion).
Pool Scheduled Principal Balance: The sum of the Group I Pool
Scheduled Principal Balance, Group II Pool Scheduled Principal Balance and Group
III Pool Scheduled Principal Balance.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Cross-Over Date and as to any
Class of Class A Certificates (other than the Class I-A-PO, Class II-A-PO and
Class III-A-PO Certificates), the Original Principal Balance of such Class less
the sum of (a) all amounts previously distributed in respect of such Class on
prior Distribution Dates (i) pursuant to Clause (i) Paragraph third clauses
(A)(1), (B)(1) and (C)(1) of Section 4.01(a), (ii) pursuant to Clause (iii) of
Section 4.01(b) and (iii) as a result of a Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to such Class pursuant
to Section 4.02(b). After the Cross-Over Date, each such Principal Balance will
also be reduced (if clause (i) is greater than clause (ii)) or increased (if
clause (i) is less than clause (ii)) on each Determination Date by an amount
equal to the product of the Group I-A Loss Percentage, Group II-A Loss
Percentage or Group III-A Loss Percentage, as applicable, of such Class and the
difference, if any, between (i) the Group I Non-PO Principal Balance, Group II
Non-PO Principal Balance or Group III Non-PO Principal Balance, as applicable,
as of such Determination Date without regard to this sentence and (ii) the
difference between (A) the Group I Adjusted Pool Amount, Group II Adjusted Pool
Amount or Group III Adjusted Pool Amount, as applicable, for the preceding
Distribution Date and (B) the Group I Adjusted Pool Amount (PO Portion), Group
II Adjusted Pool Amount (PO Portion) or Group III Adjusted Pool Amount (PO
Portion), as applicable, for the preceding Distribution Date.
As of any subsequent Determination Date prior to the Cross-Over Date
and as to the Class I-A-PO, Class II-A-PO and Class III-A-PO Certificates, the
Original Principal Balance of such Class less the sum of (a) all amounts
previously distributed in respect of the Class I-A-PO Certificates on prior
Distribution Dates pursuant to Clause (i) Paragraphs third clause (A)(2) and
fourth Clause (A) of Section 4.01(a), all amounts previously distributed in
respect of the Class II-A-PO Certificates on prior Distribution Dates pursuant
to Clause (i) Paragraphs third clause (B)(2) and fourth Clause (B) of Section
4.01(a) or all amounts previously distributed in respect of the Class III-A-PO
Certificates on prior Distribution Dates pursuant to Clause (i) Paragraphs third
clause (C)(2) and fourth Clause (C) of Section 4.01(a), as applicable, and (b)
the Realized Losses allocated through such Determination Date to the Class
I-A-PO, Class II-A-PO or Class III-A-PO Certificates, as applicable, pursuant to
Section 4.02(b). After the Cross-Over Date, the Group I Adjusted Pool Amount (PO
Portion), Group II Adjusted Pool Amount (PO Portion) or, Group III Adjusted Pool
Amount (PO Portion), as applicable, for the preceding Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance less all amounts previously
distributed in respect of such Class on prior Distribution Dates pursuant to
Clause (i) of Paragraph third Clauses (A)(1), (B)(1) or (C)(1) of Section
4.01(a), Clause (i) of Paragraph third Clauses (A)(2), (B)(2) or (C)(2) of
Section 4.01(a), or Clause (ii) Paragraphs third, sixth, ninth, twelfth,
fifteenth or eighteenth of Section 4.01(a).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated October 23, 2000 as supplemented by
the prospectus supplement dated October 23, 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 (other than the
Class II-A-R Certificate) are Moody's and Fitch. The Rating Agency for the Class
II-A-R, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates is
Fitch. If any such agency or a successor is no longer in existence, "Rating
Agency" shall be such statistical credit rating agency, or other comparable
Person, designated by the Seller, notice of which designation shall be given to
the Trust Administrator and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean P-1 in the case
of Moody's and F-1+ in the case of Fitch and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA and in the
case of any other Rating Agency shall mean its equivalent of such rating without
any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses)
incurred on Liquidated Loans for which the Liquidation Proceeds were received
during the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts with respect to such Distribution Date and (ii)
Bankruptcy Losses incurred during the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator customarily performing functions similar to those performed by any
of the above-designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Wells Fargo Asset Securities Corporation, or its successor
in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of WFHM, Merrill Lynch Credit Corporation, National
City Mortgage Co., Downey Savings & Loan Association, F.A., Countrywide Home
Loans, Inc., Bank of America, N.A., Bank United, First Union Mortgage
Corporation, ABN AMRO Mortgage Group, Inc., First Nationwide Mortgage
Corporation and First Horizon Home Loan Corporation, as Servicer under the
related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.23.
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 11.22.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part
of the Trustee, the Trust Administrator or the Servicer or
any of their agents or employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof
ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,003,901.83 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trust Administrator. On and or
after the Cross-Over Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, or
any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trust Administrator, on behalf of
the Trustee, to receive the proceeds of all insurance policies and performance
bonds, if any, required to be maintained hereunder or under the related
Servicing Agreement and property which secured a Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure.
Trustee: United States Trust Company of New York, or any successor
trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
U.S. Person: As defined in Section 4.01(f).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal to the ratio
obtained by dividing the Principal Balance of such Class by the sum of the Group
I-A Principal Balance, the Group II-A Principal Balance, the Group III-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-1A Mortgage Loans, Exhibit F-1B Mortgage Loans,
Exhibit F-2A Mortgage Loans, Exhibit F-2B Mortgage Loans and Exhibit F-2C
Mortgage Loans initially by WFHM.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and the Trust Administrator. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee and the Trust
Administrator, if made in the manner provided in this Section 1.02. The Trustee
shall promptly notify the Master Servicer in writing of the receipt of any such
instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee or the Trust
Administrator deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d)
all of the Seller's right, title and interest in and to each Mortgage 100SM
Pledge Agreement, each Parent Power(R) Guaranty and Security Agreement for
Securities Account and each Parent Power(R) Guaranty Agreement for Real Estate
with respect to each MLCC Additional Collateral Mortgage Loan (e) proceeds of
all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trust
Administrator, as initial Custodian, on or before the Closing Date, an Owner
Mortgage Loan File. If any Mortgage or an assignment of a Mortgage to the Trust
Administrator or any prior assignment is in the process of being recorded on the
Closing Date, the Seller shall deliver a copy thereof, certified by WFHM or the
applicable WFHM Correspondent to be a true and complete copy of the document
sent for recording, and the Seller shall use its best efforts to cause each such
original recorded document or certified copy thereof to be delivered to the
Trust Administrator promptly following its recordation, but in no event later
than one (1) year following the Closing Date. If any Mortgage has been recorded
in the name of Mortgage Electronic Registration System, Inc. ("MERS") or its
designee, no assignment of Mortgage in favor of the Trust Administrator will be
required to be prepared or delivered and instead, the Master Servicer shall take
all actions as are necessary to cause the Trust Estate to be shown as the owner
of the related Mortgage Loan on the records of MERS for the purpose of the
system of recording transfers of beneficial ownership of mortgages maintained by
MERS. The Seller shall also cause to be delivered to the Trust Administrator any
other original mortgage loan document to be included in the Owner Mortgage Loan
File if a copy thereof has been delivered. The Seller shall pay from its own
funds, without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate by reason of the failure
of the Seller to cause to be delivered to the Trust Administrator within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage (except with respect to any Mortgage recorded in the name of MERS) not
delivered to the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trust Administrator the assignment of the Mortgage Loan
from the Seller to the Trust Administrator in a form suitable for recordation,
in the states as to which the Trust Administrator 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 Trust Administrator in and to any such Mortgage Loan
for which recordation of an assignment has not previously been required, the
Master Servicer shall promptly notify the Trust Administrator and the Trust
Administrator shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trust Administrator)
of its receipt of such notice deliver each previously unrecorded assignment to
the related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUST ADMINISTRATOR.
The Trust Administrator, on behalf of the Trustee, acknowledges
receipt of the Mortgage Notes, the Mortgages, the assignments (unless the
related Mortgage has been registered in the name of MERS or its designee) and
other documents required to be delivered on the Closing Date pursuant to Section
2.01 above and declares that it holds and will hold such documents and the other
documents constituting a part of the Owner Mortgage Loan Files delivered to it
in trust, upon the trusts herein set forth, for the use and benefit of all
present and future Certificateholders. The Trust Administrator agrees, for the
benefit of Certificateholders, to review each Owner Mortgage Loan File within 45
days after execution of this Agreement in order to ascertain that all required
documents set forth in Section 2.01 have been executed and received and appear
regular on their face, and that such documents relate to the Mortgage Loans
identified in the Mortgage Loan Schedule, and in so doing the Trust
Administrator may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trust Administrator finds any document
constituting a part of an Owner Mortgage Loan File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in the Mortgage
Loan Schedule or not to appear regular on its face, the Trust Administrator
shall promptly (and in no event more than 30 days after the discovery of such
defect) notify the Seller, which shall have a period of 60 days after the date
of such notice within which to correct or cure any such defect. The Seller
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Seller will, not later than 60 days after the Trust Administrator's
notice to it referred to above respecting such defect, either (i) repurchase the
related Mortgage Loan or any property acquired in respect thereof from the Trust
Estate at a price equal to (a) 100% of the unpaid principal balance of such
Mortgage Loan plus (b) accrued interest at the Mortgage Interest Rate less any
Fixed Retained Yield through the last day of the month in which such repurchase
takes place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for any Mortgage Loan to which
such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan")
having such characteristics so that the representations and warranties of the
Seller set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would
not have been incorrect had such Substitute Mortgage Loan originally been a
Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid
principal balance, as of the date of substitution, greater than the Scheduled
Principal Balance (reduced by the scheduled payment of principal due on the Due
Date in the month of substitution) of the Mortgage Loan for which it is
substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trust Administrator and the Substitution Principal Amount, together with
(i) interest on such Substitution Principal Amount at the applicable Net
Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is
being substituted for and (ii) an amount equal to the aggregate amount of
unreimbursed Periodic Advances in respect of interest previously made by the
Servicer, the Master Servicer or the Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS or its
designee, the Master Servicer shall take all necessary action to reflect such
assignment on the records of MERS), in each case without recourse, as shall be
necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trust Administrator, on
behalf of the Trustee and the Trustee on behalf of the Certificateholders. The
failure of the Trust Administrator to give any notice contemplated herein within
forty-five (45) days after the execution of this Agreement shall not affect or
relieve the Seller's obligation to repurchase any Mortgage Loan pursuant to this
Section 2.02.
The Trust Administrator may, concurrently with the execution and
delivery hereof or at any time thereafter, enter into a Custodial Agreement
substantially in the form of Exhibit E hereto pursuant to which the Trust
Administrator appoints a Custodian to hold the Mortgage Notes, the Mortgages,
the assignments and other documents related to the Mortgage Loans received by
the Trust Administrator, as agent for the Trustee, in trust for the benefit of
all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER
AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee and the Trust Administrator for the benefit of Certificateholders that,
as of the date of execution of this Agreement:
(i)The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the
Trust Administrator for the benefit of Certificateholders that, as of the date
of execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i)The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trust Administrator
or to the Custodian with, any Mortgage establishes in the Seller a valid
and subsisting first lien on the property described therein and the Seller
has full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trust Administrator or
the Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x)To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to 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 Trust Administrator, on behalf of the
Trustee of the Seller's interest in such mortgagee title insurance policy
does not require any consent of or notification to the insurer which has
not been obtained or made, such mortgagee title insurance policy is in
full force and effect and will be in full force and effect and inure to
the benefit of the Trust Administrator on behalf of the Trustee, no claims
have been made under such mortgagee title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to 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 Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with 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 Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee, notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Custodian that any of the
representations and warranties made in subsection (b) above is not accurate
(referred to herein as a "breach") and, except for a breach of the
representation and warranty set forth in subsection (b)(i), where such breach is
a result of the Cut-Off Date Principal Balance of a Mortgage Loan being greater,
by $5,000 or greater, than the Cut-Off Date Principal Balance of such Mortgage
Loan indicated on the Mortgage Loan Schedule, that such breach materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement). Within 60 days of the earlier of its discovery or its receipt of
notice of any such breach, the Seller shall cure such breach in all material
respects or shall either (i) repurchase the Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (A) 100%
of the unpaid principal balance of such Mortgage Loan plus (B) accrued interest
at the Net Mortgage Interest Rate for such Mortgage Loan through the last day of
the month in which such repurchase took place or (ii) if within two years of the
Startup Day, or such other period permitted by the REMIC Provisions, substitute
for such Mortgage Loan in the manner described in Section 2.02. The purchase
price of any repurchase described in this paragraph and the Substitution
Principal Amount, if any, plus accrued interest thereon and the other amounts
referred to in Section 2.02, shall be deposited in the Certificate Account. It
is understood and agreed that the obligation of the Seller to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders or the Trust Administrator, on behalf of
the Trustee or the Trustee on behalf of Certificateholders, and such obligation
shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trust Administrator acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Owner Mortgage Loan Files to it, and,
concurrently with such delivery, has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY
AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class II-A-R Certificate) and the Classes of Class B
Certificates as classes of "regular interests" and the Class II-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 November 25, 2030 for purposes of Code Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
During the three-month period beginning on the Startup Date, the
Seller shall have the right, but not the obligation, in its sole discretion for
any reason, to substitute for any Group I, Group II or Group III Mortgage Loan a
Substitute Mortgage Loan meeting the requirements of Section 2.02. Any such
substitution shall be carried out in the manner described in Section 2.02. The
Substitution Principal Amount, if any, plus accrued interest thereon and the
other amounts referred to in Section 2.02, shall be deposited in the Certificate
Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements, any amounts received by it upon the
sale of any MLCC Additional Collateral pursuant to the terms of the Mortgage
100SM Pledge Agreement, the Parent Power(R) Guaranty and Security Agreement for
Securities Account or the Parent Power(R) Guaranty Agreement for Real Estate, or
any amounts received pursuant to the MLCC Surety Bond and shall, in addition,
deposit into the Certificate Account the following amounts, in the case of
amounts specified in clause (i), not later than the Distribution Date on which
such amounts are required to be distributed to Certificateholders and, in the
case of the amounts specified in clause (ii), not later than the Business Day
next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed
received by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
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 Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such
right to reimbursement pursuant to this subclause (i) being limited to
amounts received on or in respect of particular Mortgage Loans (including,
for this purpose, Liquidation Proceeds, REO Proceeds and proceeds from the
purchase, sale, repurchase or substitution of Mortgage Loans pursuant to
Sections 2.02, 2.03, 2.06, 3.08 or 9.01) respecting which any such
Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUST ADMINISTRATOR.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In addition, if
under the terms of an Other Servicing Agreement, the applicable Servicer is not
required to made Periodic Advances on a Mortgage Loan or REO Mortgage Loan
through the liquidation of such Mortgage Loan or REO Mortgage Loan, the Master
Servicer to the extent provided hereby shall make the Periodic Advances thereon
during the period the Servicer is not obligated to do so. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of WFHM or such Other Servicer, as the case may be,
(ii) the amount actually advanced by WFHM or such Other Servicer, (iii) the
amount that the Trust Administrator or Master Servicer is required to advance
hereunder including any amount the Master Servicer is required to advance
pursuant to the second sentence of this Section 3.03(a) and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trust Administrator
or Master Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trust Administrator will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trust Administrator may
conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trust Administrator that such failure has
occurred. Upon receipt of such certification, the Trust Administrator shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be
entitled to be reimbursed from the Certificate Account for any Periodic Advance
made by it under Section 3.03(a) to the extent described in Section 3.02(a)(i)
and (a)(ii). The Master Servicer and the Trust Administrator shall be entitled
to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it pursuant
to Section 3.03(b). The Master Servicer shall diligently pursue restoration of
such amount to the Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trust Administrator, withdraw from the Certificate Account and remit to the
Trust Administrator any amounts to which the Trust Administrator is entitled as
reimbursement pursuant to Section 3.02 (a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trust Administrator shall be required to pay or advance
any amount which any Servicer was required, but failed, to deposit in the
Certificate Account.
SECTION 3.04 TRUST ADMINISTRATOR TO COOPERATE; RELEASE OF OWNER
MORTGAGE LOAN FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the Certificate Account in connection with such Mortgage Loan have
been so deposited, and shall deliver such Request for Release to the Trust
Administrator. The Trust Administrator shall, within five Business Days of its
receipt of such a Request for Release, release the related Owner Mortgage Loan
File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trust Administrator and the Trust Administrator shall, within
five Business Days, release the related Owner Mortgage Loan File to the Master
Servicer or such Servicer, as requested by the Master Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return each and every document previously requested from the Owner
Mortgage Loan File to the Trust Administrator by the twenty-first day following
the release thereof, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account have been so deposited, or that such
Mortgage Loan has become an REO Mortgage Loan, the Request for Release shall be
released by the Trust Administrator to the Master Servicer or such Servicer, as
appropriate.
Upon written certification of the Master Servicer or the Servicer
pursuant to clause (ii) of the preceding paragraph, the Trust Administrator
shall execute and deliver to the Master Servicer or such Servicer, as directed
by the Master Servicer, court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Each such certification
shall include a request that such pleadings or documents be executed by the
Trust Administrator and a statement as to the reason such documents or pleadings
are required and that the execution and delivery thereof by the Trust
Administrator will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure
proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUST ADMINISTRATOR; ANNUAL COMPLIANCE
STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current 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 Trust
Administrator to any Certificateholder upon written request, provided such
statement is delivered, or caused to be delivered, by the Master Servicer to the
Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trest Administrator.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE
LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the Certificate
Account, release or cause to be released to the entity identified by the Master
Servicer the related Owner Mortgage Loan File and Servicer Mortgage Loan File
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the auction
purchaser title to the REO Mortgage Loan and the Trust Administrator shall have
no further responsibility with regard to such Owner Mortgage Loan File or
Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF
STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee and the
Trust Administrator pursuant to Section 3.07(b), the Master Servicer from time
to time may, to the extent permitted by the applicable Servicing Agreement, make
such modifications and amendments to such Servicing Agreement as the Master
Servicer deems necessary or appropriate to confirm or carry out more fully the
intent and purpose of such Servicing Agreement and the duties, responsibilities
and obligations to be performed by the Servicer thereunder. Such modifications
may only be made if they are consistent with the REMIC Provisions, as evidenced
by an Opinion of Counsel. Prior to the issuance of any modification or
amendment, the Master Servicer shall deliver to the Trustee and the Trust
Administrator such Opinion of Counsel and an Officer's Certificate setting forth
(i) the provision that is to be modified or amended, (ii) the modification or
amendment that the Master Servicer desires to issue and (iii) the reason or
reasons for such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any
amendment or supplement to a Servicing Agreement proposed by the Master Servicer
pursuant to Section 3.07(a), which consent and amendment shall not require the
consent of any Certificateholder if it is (i) for the purpose of curing any
mistake or ambiguity or to further effect or protect the rights of the
Certificateholders or (ii) for any other purpose, provided such amendment or
supplement for such other purpose cannot reasonably be expected to adversely
affect Certificateholders. The lack of reasonable expectation of an adverse
effect on Certificateholders may be established through the delivery to the
Trustee and the Trust Administrator of (i) an Opinion of Counsel to such effect
or (ii) written notification from each Rating Agency to the effect that such
amendment or supplement will not result in reduction of the current rating
assigned by that Rating Agency to the Certificates. Notwithstanding the two
immediately preceding sentences, either the Trustee or the Trust Administrator
may, in its discretion, decline to enter into or consent to any such supplement
or amendment if its own rights, duties or immunities shall be adversely
affected.
(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the WFHM Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations that
(including the obligation to maintain an Errors and Omissions Policy and
Fidelity Bond) are to be observed or performed by the Servicer under its
respective Servicing Agreement. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's, the Trust Administrator's and the
Certificateholders' reliance on the Master Servicer, and in a manner consistent
with the terms and provisions of any insurance policy required to be maintained
by the Master Servicer or any Servicer pursuant to this Agreement or any
Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Trust Estate of REMIC status for federal income tax
purposes or (iii) the imposition of any ProhibitedpTransaction 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 Trust Administrator or the Master
Servicer, such modification shall be construed as a substitution of the modified
Mortgage Loan for the Mortgage Loan originally deposited in the Trust Estate if
it would be a "significant modification" within the meaning of Section
1.860G-2(b) of the regulations of the U.S. Department of the Treasury. No
modification shall be approved unless (i) the modified Mortgage Loan would
qualify as a Substitute Mortgage Loan under Section 2.02 and (ii) with respect
to any modification that occurs more than three months after the Closing Date
and is not the result of a default or a reasonably foreseeable default under the
Mortgage Loan, there is delivered to the Trust Administrator an Opinion of
Counsel (at the expense of the party seeking to modify the Mortgage Loan) to the
effect that such modification would not be treated as giving rise to a new debt
instrument for federal income tax purposes as described in the preceding
sentence.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator, on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled to repurchase at its option (i) any
defaulted Mortgage Loan or any Mortgage Loan as to which default is reasonably
foreseeable from the Trust Estate if, in the Seller's judgment, the default is
not likely to be cured by the Mortgagor or (ii) any Mortgage Loan in the Trust
Estate which, pursuant to paragraph 5(b) of the Mortgage Loan Purchase
Agreement, WFHM requests the Seller to repurchase and to sell to WFHM to
facilitate the exercise of WFHM's rights against the originator or a prior
holder of such Mortgage Loan. The purchase price for any such Mortgage Loan
shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate for such Mortgage Loan, through
the last day of the month in which such repurchase occurs. Upon the receipt of
such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the Trust Administrator shall have no further responsibility with regard to
such Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trust
Administrator, the Master Servicer nor any Servicer, acting on behalf of the
Trust Administrator, shall provide financing from the Trust Estate to any
purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall,
pursuant to the Servicing Agreements, object to the foreclosure upon, or other
related conversion of the ownership of, any Mortgaged Property by the related
Servicer if (i) the Master Servicer believes such Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances or
(ii) such Servicer does not agree to administer such Mortgaged Property, once
the related Mortgage Loan becomes an REO Mortgage Loan, in a manner which would
not result in a federal tax being imposed upon the Trust Estate or the 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 and the Trust Administrator
shall have received an Opinion of Counsel that such ownership shall not cause
the Trust Estate to fail to qualify as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) WFHM fails to make any advance, as a consequence of which the Trust
Administrator is obligated to make an advance pursuant to Section 3.03 and (ii)
the Trust Administrator provides WFHM written notice of the failure to make such
advance and such failure shall continue unremedied for a period of 15 days after
receipt of such notice, the Trust Administrator shall recommend to the Trustee
the termination of the WFHM Servicing Agreement without the recommendation of
the Master Servicer and upon such recommendation, the Trustee shall terminate
the WFHM Servicing Agreement. The Master Servicer shall indemnify the Trustee
and the Trust Administrator and hold each harmless from and against any and all
claims, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees) arising out of, or assessed against the Trustee or
the Trust Administrator in connection with termination of such Servicing
Agreement at the direction of the Master Servicer. In addition, the Master
Servicer shall indemnify the Trustee and hold it harmless from and against any
and all claims, liabilities, costs and expenses (including, without limitation,
reasonable attorney's fees) arising out of, or assessed against the Trustee in
connection with the termination of the WFHM Servicing Agreement as provided in
the second preceding sentence. If the Trustee terminates such Servicing
Agreement, the Trustee may enter into a substitute Servicing Agreement with the
Master Servicer or, at the Master Servicer's nomination, with another mortgage
loan service company acceptable to the Trustee, the Trust Administrator, the
Master Servicer and each Rating Agency under which the Master Servicer or such
substitute servicer, as the case may be, shall assume, satisfy, perform and
carry out all liabilities, duties, responsibilities and obligations that are to
be, or otherwise were to have been, satisfied, performed and carried out by such
Servicer under such terminated Servicing Agreement. Until such time as the
Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) On each Distribution Date, the Group I Pool Distribution Amount,
Group II Pool Distribution Amount and Group III Pool Distribution Amount will be
applied in the following amounts, to the extent the Group I Pool Distribution
Amount, Group II Pool Distribution Amount and Group III Pool Distribution Amount
are sufficient therefor, in the manner and in the order of priority as follows,
subject to adjustment in accordance with Section 4.01(b)(iii) below:
(i) with respect to the Group I-A Certificates, Group II-A
Certificates and Group III-A Certificates, from the Group I Pool
Distribution Amount, Group II Pool Distribution Amount and Group III Pool
Distribution Amount, respectively, as follows:
first, (A) to the Classes of Group I-A Certificates, pro rata, based
upon their respective Interest Accrual Amounts, in an aggregate amount up to the
Group I-A Interest Accrual Amount with respect to such Distribution Date; (B) to
the Classes of Group II-A Certificates, pro rata, based upon their respective
Interest Accrual Amounts, in an aggregate amount up to the Group II-A Interest
Accrual Amount with respect to such Distribution Date; or (C) to the Classes of
Group III-A Certificates, pro rata, based upon their respective Interest Accrual
Amounts, in an aggregate amount up to the Group III-A Interest Accrual Amount
with respect to such Distribution Date;
second, (A) to the Classes of Group I-A Certificates, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Group I-A Unpaid Interest Shortfall; (B) to the
Classes of Group II-A Certificates, pro rata, based upon their respective Class
A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate Group
II-A Unpaid Interest Shortfall or (C) to the Classes of Group III-A
Certificates, pro rata, based upon their respective Class A Unpaid Interest
Shortfalls, in an aggregate amount up to the Aggregate Group III-A Unpaid
Interest Shortfall;
third, (A) concurrently, to the Group I-A Certificates (other than
the Class I-A-PO Certificates) and the Class I-A-PO Certificates, pro rata,
based on their respective Group I-A Non-PO Optimal Principal Amount and Class
I-A-PO Optimal Principal Amount, (1) to the Classes of Group I-A Certificates
(other than the Class I-A-PO Certificates), in an aggregate amount up to the
Group I-A Non-PO Optimal Principal Amount, such distribution to be allocated
among such Classes in accordance with Section 4.01(b)(i) or Section 4.01(c), as
applicable, and (2) to the Class I-A-PO Certificates in an amount up to the
Class I-A-PO Optimal Principal Amount; (B) concurrently, to the Group II-A
Certificates (other than the Class II-A-PO Certificates) and the Class II-A-PO
Certificates, pro rata, based on their respective Group II-A Non-PO Optimal
Principal Amount and Class II-A-PO Optimal Principal Amount, (1) to the Classes
of Group II-A Certificates (other than the Class II-A-PO Certificates), in an
aggregate amount up to the Group II-A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Classes in accordance with Section
4.01(b)(ii) or Section 4.01(c), as applicable, and (2) to the Class II-A-PO
Certificates in an amount up to the Class II-A-PO Optimal Principal Amount; or
(C) concurrently, to the Group III-A Certificates (other than the Class III-A-PO
Certificates) and the Class III-A-PO Certificates, pro rata, based on their
respective Group III-A Non-PO Optimal Principal Amount and Class III-A-PO
Optimal Principal Amount, (1) to the Classes of Group III-A Certificates (other
than the Class III-A-PO Certificates), in an aggregate amount up to the Group
III-A Non-PO Optimal Principal Amount, such distribution to be allocated among
such Classes in accordance with Section 4.01(b)(iii) or Section 4.01(c), as
applicable, and (2) to the Class III-A-PO Certificates in an amount up to the
Class III-A-PO Optimal Principal Amount;
fourth, (A) to the Class I-A-PO Certificates in an amount up to the
Class I-A-PO Deferred Amount from amounts otherwise distributable (without
regard to this Clause (i) Paragraph fourth) first to the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth, below, second to the Class B-5
Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third to the
Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth
to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below,
fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth
below, and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph
third below; (B) to the Class II-A-PO Certificates in an amount up to the Class
II-A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Clause (i) Paragraph fourth) first to the Class B-6 Certificates pursuant
to Clause (ii) Paragraph eighteenth, below, second to the Class B-5 Certificates
pursuant to Clause (ii) Paragraph fifteenth, below, third to the Class B-4
Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth to the
Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below, fifth to
the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth below, and
sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph third
below; or (C) to the Class III-A-PO Certificates in an amount up to the Class
III-A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Clause (i) Paragraph fourth) first to the Class B-6 Certificates pursuant
to Clause (ii) Paragraph eighteenth, below, second to the Class B-5 Certificates
pursuant to Clause (ii) Paragraph fifteenth, below, third to the Class B-4
Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth to the
Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below, fifth to
the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth below, and
sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph third
below; provided, however, to the extent necessary to reduce the Class I-A-PO
Deferred Amount, Class II-A-PO Deferred Amount and Class III-A-PO Deferred
Amount to zero, any amounts otherwise distributable to a Class of Class B
Certificates will be allocated pro rata between the Class I-A-PO Deferred
Amount, the Class II-A-PO Deferred Amount and Class III-A-PO Deferred Amount;
and
(ii) to the Class B Certificates, from the Group I Pool Distribution
Amount, Group II Pool Distribution Amount and Group III Pool Distribution
Amount, subject to Section 4.01(b)(iii), as follows:
first, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
second, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
third, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-1 Certificates pursuant to this Clause (ii) Paragraph third will
be reduced by the amount, if any, that would have been distributable to the
Class B-1 Certificates hereunder used to pay the Class I-A-PO Deferred Amount,
Class II-A-PO Deferred Amount and Class III-A-PO Deferred Amount as provided in
Clause (i) Paragraph fourth above;
fourth, to the Class B-2 Certificates in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to such
Distribution Date;
fifth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
sixth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-2 Certificates pursuant to this Clause (ii) Paragraph sixth will
be reduced by the amount, if any, that would have been distributable to the
Class B-2 Certificates hereunder used to pay the Class I-A-PO Deferred Amount,
Class II-A-PO Deferred Amount and Class III-A-PO Deferred Amount as provided in
Clause (i) Paragraph fourth above;
seventh, to the Class B-3 Certificates in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to such
Distribution Date;
eighth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
ninth, to the Class B-3 Certificates in an amount up to the Class
B-3 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-3 Certificates pursuant to this Clause (ii) Paragraph ninth will
be reduced by the amount, if any, that would have been distributable to the
Class B-3 Certificates hereunder used to pay the Class I-A-PO Deferred Amount,
Class II-A-PO Deferred Amount and Class III-A-PO Deferred Amount as provided in
Clause (i) Paragraph fourth above;
tenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such Distribution
Date;
eleventh, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
twelfth, to the Class B-4 Certificates in an amount up to the Class
B-4 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-4 Certificates pursuant to this Clause (ii) Paragraph twelfth
will be reduced by the amount, if any, that would have been distributable to the
Class B-4 Certificates hereunder used to pay the Class I-A-PO Deferred Amount,
Class II-A-PO Deferred Amount and Class III-A-PO Deferred Amount as provided in
Clause (i) Paragraph fourth above;
thirteenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to such
Distribution Date;
fourteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
fifteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Clause (ii)
Paragraph fifteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount, Class II-A-PO Deferred Amount and Class III-A-PO
Deferred Amount as provided in Clause (i) Paragraph fourth above;
sixteenth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to such
Distribution Date;
seventeenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
eighteenth, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Clause (ii)
Paragraph eighteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the Class
I-A-PO Deferred Amount, Class II-A-PO Deferred Amount and Class III-A-PO
Deferred Amount as provided in Clause (i) Paragraph fourth above; and
nineteenth, to the Holder of the Class II-A-R Certificate, any
amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance of any
Class (other than the Class II-A-R Certificate) has been reduced to zero, such
Class will be entitled to no further distributions of principal or interest
(including, without limitation, any Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class I-A-PO,
Class II-A-PO and Class III-A-PO Certificates) and any Class of Class B
Certificates with a lower numerical designation pro rata based on their
outstanding Principal Balances.
(b) (i) On each Distribution Date prior to the Cross-Over Date, the
Group I-A Non-PO Principal Distribution Amount will be allocated and distributed
to the Class I-A-1 Certificates until the Principal Balance thereof has been
reduced to zero.
(ii) On each Distribution Date prior to the Cross-Over Date, the
Group II-A Non-PO Principal Distribution Amount will be distributed in
reduction of the Principal Balances of the Classes of Group II-A
Certificates (other than the Principal Balance of the Class II-A-PO
Certificates) as follows:
first, to the Class II-A-R Certificate, until the Principal Balance
thereof has been reduced to zero; and
second, to the Class II-A-1 Certificates, until the Principal
Balance thereof has been reduced to zero.
(iii) On each Distribution Date prior to the Cross-Over Date, the
Group III-A Non-PO Principal Distribution Amount will be distributed in
reduction of the Principal Balances of the Classes of Group III-A
Certificates (other than the Principal Balance of the Class III-A-PO
Certificates) as follows:
first, to the Class III-A-1 Certificates, until the Principal
Balance thereof has been reduced to zero;
second, to the Class III-A-2 Certificates, until the Principal
Balance thereof has been reduced to zero; and
third, to the Class III-A-3 Certificates, until the Principal
Balance thereof has been reduced to zero.
(iv) Notwithstanding the foregoing, (X) on any Distribution Date
occurring prior to the Cross-Over Date but on or after the date on which
the Principal Balances of the Group I-A Certificates (other than the Class
I-A-PO Certificates), the Principal Balances of the Group II-A
Certificates (other than the Class II-A-PO Certificates) or the Principal
Balances of the Group III-A Certificates (other than the Class III-A-PO
Certificates) have been reduced to zero and on which (a) the Aggregate
Subordinate Percentage for such Distribution Date is less than 8.25% or
(b) the average outstanding principal balance of the Mortgage Loans in any
Loan Group delinquent 60 days or more over the preceding six months as a
percentage of the related Group Subordinate Amount is greater than or
equal to 50%, the remaining Group or Groups of Class A Certificates (other
than the Class A-PO Certificates) will be entitled to receive as
principal, in addition to any principal payments described in Section
4.01(a) above, in accordance with the priorities set forth in Section
4.01(b)(i), (ii) or (iii) above and until the aggregate Principal Balance
of each such Group or Groups of Class A Certificates has been reduced to
zero, amounts otherwise distributable (without regard to this Clause (iv))
first to the Class B-6 Certificates pursuant to Clause (ii) Paragraph
eighteenth of 4.01(a) above, second to the Class B-5 Certificates pursuant
to Clause (ii) Paragraph fifteenth of 4.01 (a) above, third to the Class
B-4 Certificates pursuant to Clause (ii) Paragraph twelfth of 4.01(a)
above, fourth to the Class B-3 Certificates pursuant to Clause (ii)
Paragraph ninth of 4.01(a) above, fifth to the Class B-2 Certificates
pursuant to Clause (ii) Paragraph sixth of 4.01(a) above and sixth to the
Class B-1 Certificates pursuant to Clause (ii) Paragraph third of 4.01(a)
above but in each case only up to the applicable Apportioned Class B
Principal Distribution Amount for such Class of Class B Certificates and
(Y) if on any Distribution Date the Group I-A Non-PO Principal Balance,
Group II-A Non-PO Principal Balance or Group III-A Non-PO Principal
Balance (after giving effect to all distributions on such Distribution
Date) is greater than the Group I-A Pool Balance (Non-PO Portion), Group
II-A Pool Balance (Non-PO Portion) or Group III-A Pool Balance (Non-PO
Portion), respectively (the Group I-A Certificates, Group II-A
Certificates or Group III-A Certificates, as applicable, in such instance,
the "Undercollateralized Group"), the Class A Certificates (other than the
Class I-A-PO, Class II-A-PO or Class III-A-PO Certificates, as applicable)
of the Undercollateralized Group will be entitled to receive first in
respect of any Class A Unpaid Interest Shortfalls therefor (including any
Group I Interest Shortfall Amount, Group II Interest Shortfall Amount or
Group III Interest Shortfall Amount, as applicable, arising on such
Distribution Date) and second as principal, in addition to any principal
payments described in Section 4.01(a) above, in accordance with the
priorities set forth in Section 4.01(b)(i), (ii) or (iii) above and until
the aggregate Principal Balance of the Class A Certificates (other than
the Class I-A-PO, Class II-A-PO or Class III-A-PO Certificates, as
applicable) of the Undercollateralized Group equals the Group I Pool
Balance (Non-PO Portion), Group II Pool Balance (Non-PO Portion) or Group
III Pool Balance (Non-PO Portion), as applicable (such amount, the
"Undercollateralized Amount"), all amounts otherwise distributable
(without regard to this Clause (iii)) first to the Class B-6 Certificates
pursuant to Clause (ii) Paragraph eighteenth of 4.01(a) above, second to
the Class B-5 Certificates pursuant to Clause (ii) Paragraph fifteenth of
4.01(a) above, third to the Class B-4 Certificates pursuant to Clause (ii)
Paragraph twelfth of 4.01(a) above, fourth to the Class B-3 Certificates
pursuant to Clause (ii) Paragraph ninth of 4.01(a) above, fifth to the
Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth 4.01(a)
above and sixth to the Class B-1 Certificates pursuant to Clause (ii)
Paragraph third of 4.01(a) above (less any amounts used to pay any Class
I-A-PO Deferred Amounts, Class II-A-PO Deferred Amounts or Class III-A-PO
Deferred Amounts). If two Groups (other than the Class A-PO Certificates)
remain outstanding, the distributions described in this Section
4.01(b)(iv)(X) will be made between two Groups in proportion to the Group
A Non-PO Principal Balances of such Groups (after distributions pursuant
to Section 4.01(a)). If two Groups of Class A Certificates are
Undercollateralized Groups, the distributions described in this Section
4.01(b)(iv)(Y) shall be made to such Groups pro rata in proportion to the
amount by which the Group A Non-PO Principal Balance of each such Group
exceeds the Pool Balance (Non-PO Portion) of the related Loan Group.
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Cross-Over Date, (x) the Group I-A Non-PO
Principal Distribution Amount shall be distributed among the Classes of Group
I-A Certificates (other than the Class I-A-PO Certificates), (y) the Group II-A
Non-PO Principal Distribution Amount shall be distributed among the Classes of
Group II-A Certificates (other than the Class II-A-PO Certificates) and (z) the
Group III-A Non-PO Principal Distribution Amount shall be distributed among the
Classes of Group III-A Certificates (other than the Class III-A-PO Certificates)
pro rata in accordance with their outstanding Principal Balances without regard
to either the proportions or the priorities set forth in Section 4.01(b)(i),
(ii) and (iii).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not
be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Group I Class B
Prepayment Percentage, Group II Class B Prepayment Percentage and Group
III Class B Prepayment Percentage of any affected Class of Class B
Certificates for such Distribution Date beginning with the affected Class
with the lowest numerical Class designation and then, if necessary, the
Group I Class B Percentage, Group II Percentage and Group III Percentage
of such Class of the Class B Certificates for such Distribution Date shall
be reduced to the respective percentages necessary to bring the Principal
Balance of such Class of Class B Certificates to zero. The Class B
Prepayment Percentages and the Class B Percentages of the remaining
Classes of Class B Certificates will be recomputed substituting for the
Group I Subordinated Prepayment Percentage, Group II Subordinated
Prepayment Percentages and Group III Subordinated Prepayment Percentages
and Group I Subordinated Percentage, Group II Subordinated Percentage and
Group III Subordinated Percentage in such computations the difference
between (A) the Group I Subordinated Prepayment Percentage, Group II
Subordinated Prepayment Percentage or Group III Subordinated Prepayment
Percentage or Group I Subordinated Percentage, Group II Subordinated
Percentage or Group III Subordinated Percentage, as the case may be, and
(B) the percentages determined in accordance with the preceding sentence
necessary to bring the Principal Balances of the affected Classes of Class
B Certificates to zero; provided, however, that if the Principal Balances
of all the Classes of Class B Certificates eligible to receive
distributions of principal shall be reduced to zero on such Distribution
Date, the Group I Class B Prepayment Percentage, Group II Class B
Prepayment Percentage, Group III Class B Prepayment Percentage, Group I
Class B Percentage, Group II Class B Percentage and Group III Class B
Percentage of the Class of Class B Certificates with the lowest numerical
Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Group I Subordinated Prepayment Percentage, Group II
Subordinated Prepayment Percentage and Group III Subordinated Prepayment
Percentage for such Distribution Date minus the sum of the Group I Class B
Prepayment Percentages, Group II Class B Prepayment Percentages and Group
III Class B Prepayment Percentages of the Classes of Class B Certificates
having lower numerical Class designations, if any, and the remainder of
the Group I Subordinated Percentage, Group II Subordinated Percentage and
Group III Subordinated Percentage for such Distribution Date minus the sum
of the Group I Class B Percentages, Group II Class B Percentages and Group
III Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement
of any Class of Class B Certificates to principal payments solely pursuant
to this clause (ii) shall not cause such Class to be regarded as being
eligible to receive principal distributions for the purpose of applying
the definition of its Group I Class B Percentage, Group II Class B
Percentage, Group III Class B Percentage, Group I Class B Prepayment
Percentage, Group II Class B Prepayment Percentage or Group III 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
11.21, 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 II-A-R
Certificate or has not so notified the Paying Agent, by check mailed to such
Holder at the address of such Holder appearing in the Certificate Register, such
Holder's share of the Group I-A Distribution Amount, Group II-A Distribution
Amount or Group III-A Distribution Amount, as applicable, with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class II-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 Trust Administrator. The Trust Administrator will
then send a notice to each Certificateholder of such Class with a copy to the
Certificate Registrar, specifying that the final distribution with respect to
such Class will be made on such Distribution Date only upon the presentation and
surrender of such Certificateholder's Certificates at the office or agency of
the Trust Administrator therein specified; provided, however, that the failure
to give such notice will not entitle a Certificateholder to any interest beyond
the interest payable with respect to such Distribution Date in accordance with
Section 4.01(a).
(f) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(f) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) occurring with respect
to Group I Mortgage Loans, Group II Mortgage Loans and Group III Mortgage Loans
will be allocated as follows:
first, to the Class B-6 Certificates until the Class B-6
Principal Balance has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5
Principal Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4
Principal Balance has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3
Principal Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2
Principal Balance has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1
Principal Balance has been reduced to zero; and
seventh, (i) with respect to such losses occurring with
respect to Group I Mortgage Loans, concurrently, to the Group I-A Certificates
(other than the Class I-A-PO Certificates) and Class I-A-PO Certificates, pro
rata, based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans,
respectively; (ii) with respect to such losses occurring with respect to Group
II Mortgage Loans, concurrently, to the Group II-A Certificates (other than the
Class II-A-PO Certificates) and Class II-A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively;
and (iii) with respect to such losses occurring with respect to Group III
Mortgage Loans, concurrently, to the Group III-A Certificates (other than the
Class III-A-PO Certificates) and Class III-A-PO Certificates, pro rata, based on
the Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Group I Mortgage Loan or Group II Mortgage Loan
allocable to the Class I-A-PO, Class II-A-PO or Class III-A-PO Certificates,
respectively, will equal the product of the amount of any such principal loss
and the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses with
respect to any Mortgage Loan in Loan Group I, Loan Group II or Loan Group III,
respectively, remaining after allocation to the Class I-A-PO, Class II-A-PO or
Class III-A-PO Certificates, as applicable, in accordance with the preceding
sentence shall be allocated pro rata among the Group I-A Certificates (other
than the Class I-A-PO Certificates), Group II-A Certificates (other than the
Class II-A-PO Certificates) or Group III-A Certificates (other than the Class
III-A-PO Certificates), respectively, and each Class of Class B Certificates
based on the Group I-A Non-PO Principal Balance, Group II-A Non-PO Principal
Balance or Group III-A Non-PO Principal Balance in the case of such Group I-A
Certificates, Group II-A Certificates or Group III-A Certificates and the Group
I Apportioned Principal Balance, Group II Apportioned Principal Balance or Group
III Apportioned Principal Balance in the case of each Class of Class B
Certificates, respectively. Any such loss allocated to the Group I-A
Certificates shall be allocated on the subsequent Determination Date to the
outstanding Classes of Group I-A Certificates (other than the Class I-A-PO
Certificates) in accordance with the Group I-A Loss Percentages as of such
Determination Date, any such loss allocated to the Group II-A Certificates shall
be allocated on the subsequent Determination Date to the outstanding Classes of
Group II-A Certificates (other than the Class II-A-PO Certificates) in
accordance with the Group II-A Loss Percentages as of such Determination Date,
and any such loss allocated to the Group III-A Certificates shall be allocated
on the subsequent Determination Date to the outstanding Classes of Group III-A
Certificates (other than the Class III-A-PO Certificates) in accordance with the
Group III-A Loss Percentages as of such Determination Date.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses occurring with respect to any Group I
Mortgage Loan, Group II Mortgage Loan or Group III Mortgage Loan shall be
allocated among (i) each Class of Group I-A Certificates, Group II-A
Certificates or Group III-A Certificates, as applicable, and (ii) each Class of
Class B Certificates, pro rata based upon each Class's Group I Apportioned
Interest Percentage, Group II Apportioned Interest Percentage or Group III
Apportioned Interest Percentage, as applicable for the related Distribution
Date. In addition, after the Class B Principal Balance has been reduced to zero,
the interest portion of Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) occurring with respect
to any Group I Mortgage Loan, Group II Mortgage Loan or Group III Mortgage Loan
will be allocated among the outstanding Classes of Group I-A Certificates, Group
II-A Certificates and Group III-A Certificates, respectively, based on their
Group I-A Interest Percentages, Group II-A Interest Percentages and Group III-A
Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trust Administrator as
initial Paying Agent to make distributions to Certificateholders and to forward
to Certificateholders the periodic statements and the annual statements required
by Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trust Administrator to execute and deliver to the Trust Administrator an
instrument in which such Paying Agent agrees with the Trust Administrator that
such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trust Administrator notice of any default by the
Master Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trust Administrator, in which case such Eligible Investments
shall mature not later than the Distribution Date), and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Payment Account by
the Master Servicer out of its own funds immediately as realized. The Paying
Agent may withdraw from the Payment Account any amount deposited in the Payment
Account that was not required to be deposited therein and may clear and
terminate the Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORT TO THE TRUST
ADMINISTRATOR AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(e), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Group I-A Interest Distribution Amount allocated to each Class of Group
I-A Certificates, Current Group II-A Interest Distribution Amount
allocated to each Class of Group II-A Certificates and Current Group III-A
Interest Distribution Amount allocated to each Class of Group III-A
Certificates, (c) any Group I Interest Shortfall Amounts, Group II
Interest Shortfall Amounts or Group III Interest Shortfall Amounts arising
with respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class of Class A
Certificates for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements
or this Agreement;
(vi) the number of Group I Mortgage Loans, Group II Mortgage Loans
and Group III Mortgage Loans outstanding as of the preceding Determination
Date;
(vii) the Group I-A Principal Balance, the Group II-A Principal
Balance, the Group III-A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Group I Adjusted Pool Amount, the Group II Adjusted Pool
Amount, the Group III Adjusted Pool Amount, the Group I Adjusted Pool
Amount (PO Portion), the Group II Adjusted Pool Amount (PO Portion), the
Group III Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled
Principal Balance of the Group I Mortgage Loans for such Distribution
Date, the Group II Pool Scheduled Principal Balance of the Group II
Mortgage Loans for such Distribution Date, the Group III Pool Scheduled
Principal Balance of the Group III Mortgage Loans for such Distribution
Date, the aggregate Scheduled Principal Balance of the Group I Discount
Mortgage Loans for such Distribution Date, the aggregate Scheduled
Principal Balance of the Group II Discount Mortgage Loans for such
Distribution Date and the aggregate Scheduled Principal Balance of the
Group III Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Group I
Mortgage Loans, Group II Mortgage Loans and Group III Mortgage Loans
serviced by WFHM and, collectively, by the Other Servicers as of such
Distribution Date;
(x)the Group I-A Percentage, Group II-A Percentage and Group III-A
Percentage for the following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xi) the Group I-A Prepayment Percentage, Group II-A Prepayment
Percentage and Group III-A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Percentages; Group II Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Percentages; and Group III Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Percentages for
the following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal
Receipt Period for the current Distribution Date which are applied by a
Servicer during such Applicable Unscheduled Principal Receipt Period);
(xiii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Prepayment Percentages; Group II Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages; and
Group III Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Prepayment Percentages for the following Distribution Date (without
giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Group I
Mortgage Loans, Group II Mortgage Loans and Group III Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Group I
Mortgage Loans, Group II Mortgage Loans and Group III Mortgage Loans in
foreclosure as of the preceding Determination Date;
(xvi) the book value`of any real estate with respect to Group I
Mortgage Loans, Group II Mortgage Loans or Group III Mortgage Loans
acquired through foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses with
respect to Group I Mortgage Loans, Group II Mortgage Loans and Group III
Mortgage Loans allocated as of such Distribution Date and the amount of
such Realized Losses constituting Excess Special Hazard Losses, Excess
Fraud Losses or Excess Bankruptcy Losses with respect to Group I Mortgage
Loans, Group II Mortgage Loans and Group III Mortgage Loans;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses with
respect to Group I Mortgage Loans, Group II Mortgage Loans and Group III
Mortgage Loans allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Group I Mortgage Loan,
Group II Mortgage Loan or Group III Mortgage Loan as to which the Servicer
of such Mortgage Loan has determined not to foreclose because it believes
the related Mortgaged Property may be contaminated with or affected by
hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) the Class I-A-PO Deferred Amount, Class II-A-PO Deferred
Amount and Class III-A-PO Deferred Amount, if any; and
(xxiv) the amount of PMI Advances made by a Servicer, if any with
respect to each Loan Group; and
(xxv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust
Administrator, who shall provide copies thereof to Persons making written
request therefor at the Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class II-A-R Certificate) with a $1,000 Denomination, and as a
dollar amount per Class II-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
Trust Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Group I-A Distribution Amount, Group II-A
Distribution Amount or Group III-A Distribution Amount, as applicable, with
respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each Class of Class B Certificates. The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trust
Administrator and the Paying Agent shall be protected in relying upon the same
without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class II-A-R
Certificate, integral multiples of $1,000 in excess thereof (except, if
necessary, for one Certificate of each Class (other than the Class II-A-R
Certificate) that evidences one Single Certificate plus such additional
principal portion as is required in order for all Certificates of such Class to
equal the aggregate Original Principal Balance of such Class, as the case may
be), and shall be substantially in the respective forms set forth as Exhibits
A-I-A-1, A-I-A-PO, A-II-A-1, A-II-A-PO, A-II-A-R, A-III-A-1, A-III-A-2,
A-III-A-3, A-III-A-PO, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trust Administrator to or upon the order of the Seller upon
receipt by the Trust Administrator or the Custodian of the documents specified
in Section 2.01. The aggregate principal portion evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Administrator by any Responsible
Officer thereof. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trust Administrator, or unless there appears on such
Certificate a certificate of authentication executed by the Authenticating Agent
by manual signature, and such countersignature or certificate upon a Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders
shall, with respect to the Book-Entry Certificates, refer to
distributions, notices, reports and statements to the Clearing Agency or
its nominee, as registered holder of the Book-Entry Certificates, as the
case may be, for distribution to Beneficial Owners in accordance with the
procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trust Administrator at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be maintained in accordance with the provisions of
Section 5.06 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trust Administrator shall act as, or shall appoint, a
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trust Administrator or the
Authenticating Agent in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trust Administrator or the Seller may, if such transfer is to be made
within three years after the later of (i) the date of the initial sale of
Certificates or (ii) the last date on which the Seller or any affiliate thereof
was a Holder of the Certificates proposed to be transferred, require a Class
B-4, Class B-5 or Class B-6 Certificateholder to deliver a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trust
Administrator and the Seller, to the effect that such transfer may be made
pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trustee, the
Trust Administrator, the Seller or the Master Servicer. The Holder of a Class
B-4, Class B-5 or Class B-6 Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Trust Administrator, the
Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. Neither the Seller nor the
Trust Administrator is under an obligation to register the Class B-4, Class B-5
or Class B-6 Certificates under said Act or any other securities law.
(c) No transfer of a Class B Certificate shall be made unless the
Trust Administrator shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class 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 Trust Administrator, the
Seller or the Master Servicer or (b) with respect to the Class B Certificates
only, if such transferee is an insurance company, (A) the source of funds used
to purchase the Class B Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), (B) there is
no Plan with respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10%
of the total of all reserves and liabilities of such general account (as such
amounts are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class B Certificates are
covered by Sections I and III of PTE 95-60 or (ii) in the case of any such Class
B Certificate presented for registration in the name of a Plan, or a trustee of
any such Plan, (A) an Opinion of Counsel satisfactory to the Trust Administrator
and the Seller to the effect that the purchase or holding of such Class B
Certificate will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trustee, the Trust Administrator,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Administrator, the Seller or the Master Servicer and
(B) such other opinions of counsel, officer's certificates and agreements as the
Seller or the Master Servicer may require in connection with such transfer,
which opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trustee, the Trust Administrator, the Seller or the Master
Servicer. The Class B 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 II-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 II-A-R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trust Administrator an opinion
of a nationally recognized tax counsel to the effect that the transfer of the
Class II-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 II-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 Trust Administrator shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class II-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 Trust
Administrator shall accept a surrender for transfer or registration of transfer,
or register the transfer of, the Class II-A-R Certificate, unless the transferor
shall have provided to the Trust Administrator an affidavit, substantially in
the form attached as Exhibit H hereto, signed by the transferee, to the effect
that the transferee is not such a disqualified organization, an agent (including
a broker, nominee, or middleman) for any entity as to which the transferee has
not received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class II-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 II-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 II-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 II-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 II-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 II-A-R
Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of the Class II-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 II-A-R Certificate, and (ii) the Master Servicer agrees to furnish to
the Internal Revenue Service and to any transferor of the Class II-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 II-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 Trust
Administrator or the Authenticating Agent, or the Trust Administrator or the
Authenticating Agent receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator or the Authenticating Agent such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
to the Trust Administrator or the Authenticating Agent that such Certificate has
been acquired by a bona fide purchaser, the Trust Administrator shall execute
and authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and principal portion or
Percentage Interest and of the same Class. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator or the Certificate Registrar shall be affected by notice to the
contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trust Administrator is not acting as Certificate
Registrar, the Certificate Registrar shall furnish or cause to be furnished to
the Trust Administrator, within 15 days after receipt by the Certificate
Registrar of a request by the Trust Administrator in writing, a list, in such
form as the Trust Administrator may reasonably require, of the names and
addresses of the Certificateholders of each Class as of the most recent Record
Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar, the
Trust Administrator and the Trustee that neither the Seller, the Master
Servicer, the Certificate Registrar, the Trust Administrator nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names, addresses and Percentage Interests of the Certificateholders
hereunder, regardless of the source from which such information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trust Administrator will maintain, at its expense, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in
respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates the Corporate Trust Office and the principal
corporate trust office of the Authenticating Agent, if any, as its offices and
agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trust Administrator in
writing that the Clearing Agency is no longer willing or able properly to
discharge its responsibilities as depository with respect to the Book-Entry
Certificates, and (B) the Master Servicer is unable to locate a qualified
successor, (ii) the Master Servicer, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of dismissal or
resignation of the Master Servicer, Beneficial Owners representing aggregate
Voting Interests of not less than 51% of the aggregate Voting Interests of each
outstanding Class of Book-Entry Certificates advise the Trust Administrator
through the Clearing Agency and Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Beneficial Owners, the Trust Administrator shall
notify the Beneficial Owners, through the Clearing Agency, of the occurrence of
any such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trust Administrator by the
Clearing Agency of the Certificates held of record by its nominee, accompanied
by reregistration instructions and directions to execute and authenticate new
Certificates from the Master Servicer, the Trust Administrator shall execute and
authenticate Definitive Certificates for delivery at its Corporate Trust Office.
The Master Servicer shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trust Administrator nor the Trustee shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for 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
or the Trust Administrator in their respective capacities hereunder, other than
any loss, liability or expense (including without limitation, expenses payable
by the Master Servicer under 8.06) incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of his or its duties hereunder
or by reason of reckless disregard of his or its obligations and duties
hereunder. The Seller, the Master Servicer and any of the directors, officers,
employees or agents of either may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. Neither the Seller nor the Master Servicer shall
be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and
which in its opinion does not involve it in any expense or liability; provided,
however, that the Seller or the Master Servicer may in its discretion undertake
any such action which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder if the Certificateholders offer to the Seller
or the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate Account, and such amounts shall, on
the following Distribution Date or Distribution Dates, be allocated in reduction
of distributions on the Class A Certificates and Class B Certificates in the
same manner as Realized Losses are allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for Fannie Mae or Freddie Mac, is satisfactory to the
Trustee and the Trust Administrator, in the exercise of its reasonable judgment,
and executes and delivers to the Trustee and the Trust Administrator an
agreement, in form and substance reasonably satisfactory to the Trustee and the
Trust Administrator, which contains an assumption by such purchaser or
transferee of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer hereunder from
and after the date of such agreement; and (b) each applicable Rating Agency's
rating of any Certificates in effect immediately prior to such assignment, sale
or transfer is not reasonably likely to be qualified, downgraded or withdrawn as
a result of such assignment, sale or transfer and the Certificates are not
reasonably likely to be placed on credit review status by any such Rating
Agency; and (ii) to delegate to, subcontract with, authorize, or appoint an
affiliate of the Master Servicer to perform and carry out any duties, covenants
or obligations to be performed and carried out by the Master Servicer under this
Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to
an affiliate of the Master Servicer any duties, covenants or obligations to be
performed and carried out by the Master Servicer to the extent that such duties,
covenants or obligations are to be performed in any state or states in which the
Master Servicer is not authorized to do business as a foreign corporation but in
which the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, the Trust Administrator or the Seller under this Agreement, incurred by
it prior to the time that the conditions contained in clause (i) above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE, THE TRUST ADMINISTRATOR AND
SELLER BY MASTER SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee,
the Trust Administrator and the Seller and any director, officer or agent
thereof against any loss, liability or expense, including reasonable attorney's
fees, arising out of, in connection with or incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties of the Master
Servicer under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. Any payment pursuant to this
Section made by the Master Servicer to the Trustee, the Trust Administrator or
the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property;
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both 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 the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator, on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator, on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee and the Trust Administrator in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator,
on behalf of the Trustee, all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND
UPON EVENT OF DEFAULT.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or the Trust Administrator may, but
need not if the Trustee or the Trust Administrator, as the case may be, deems it
not in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
SECTION 7.05 TRUST ADMINISTRATOR TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee or the Trust Administrator receives the resignation
of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
6.04, the Trust Administrator, on behalf of the Trustee shall be the successor
in all respects to the Master Servicer in its capacity as master servicer under
this Agreement and the transactions set forth or provided for herein and shall
have the rights and powers and be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in the Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trust
Administrator shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register. The Trust
Administrator shall also, within 45 days after the occurrence of any Event of
Default known to the Trust Administrator, give written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, unless such Event of Default shall have been cured or waived within
said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
SECTION 8.01 DUTIES OF TRUSTEE AND THE TRUST ADMINISTRATOR.
The Trustee and the Trust Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Trust Administrator which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee and the Trust Administrator from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct; provided,
however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to
the Trustee and the Trust Administrator and conforming to the requirements
of this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable
for any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE TRUST
ADMINISTRATOR.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may request and
rely and shall be protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties and the manner of obtaining consents and evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Trustee or the Trust Administrator, as applicable, may
prescribe;
(ii) Each of the Trustee and the Trust Administrator may consult
with counsel, and any written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall not
be personally liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(iv) Subject to Section 7.04, the Trust Administrator shall not be
accountable, shall have no liability and makes no representation as to any
acts or omissions hereunder of the Master Servicer until such time as the
Trust Administrator may be required to act as Master Servicer pursuant to
Section 7.05 and thereupon only for the acts or omissions of the Trust
Administrator as successor Master Servicer; and
(v) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
SECTION 8.03 NEITHER THE TRUSTEE NOR THE TRUST ADMINISTRATOR
REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond,
Mortgage, Mortgage Note or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by holders of
Certificates evidencing in the aggregate not less than 51% of the Voting
Interest represented by all Certificates; provided, however, that if the payment
within a reasonable time to the Trustee or the Trust Administrator of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee or the Trust Administrator, not
reasonably assured to the Trustee or the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trustee or the Trust
Administrator may require reasonable indemnity against such expense or liability
as a condition to so proceeding. The reasonable expense of every such
investigation shall be paid by the Master Servicer or, if paid by the Trustee or
the Trust Administrator, shall be repaid by the Master Servicer upon demand.
SECTION 8.04 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE FOR
CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into the Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
SECTION 8.05 TRUSTEE AND TRUST ADMINISTRATOR MAY OWN CERTIFICATES.
Each of the Trustee, the Trust Administrator and any agent thereof,
in its individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent and may transact banking and/or trust business with
the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to each of the
Trustee and the Trust Administrator from time to time, and each of the Trustee
and the Trust Administrator shall be entitled to receive, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee or the
Trust Administrator, as the case may be and the Master Servicer will pay or
reimburse the Trustee or the Trust Administrator, as the case may be upon its
request for all reasonable expenses, disbursements and advances incurred or made
by it in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
Each of the Trustee and the Trust Administrator hereunder shall at
all times (i) be a corporation or association having its principal office in a
state and city acceptable to the Seller, organized and doing business under the
laws of such state or the United States of America, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
Either of the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
of resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee or trust administrator. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee or trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee or trust administrator shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee or Trust Administrator, as the case
may be, may petition any court of competent jurisdiction for the appointment of
a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to
be eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or the Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator
and appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
or trust administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the Master Servicer fails to
mail such notice within ten days after acceptance of the successor trustee or
successor trust administrator, as the case may be, the successor trustee or
trust administrator shall cause such notice to be mailed at the expense of the
Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which either the Trustee or the Trust Administrator
may be merged or converted or with which it may be consolidated, to which it may
sell or transfer its corporate trust business and assets as a whole or
substantially as a whole or any Person resulting from any merger, sale,
transfer, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee or Trust Administrator, as the
case may be, hereunder; provided, however, that (i) such Person shall be
eligible under the provisions of Section 8.07, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, and (ii) the Trustee or the
Trust Administrator, as the case may be, shall deliver an Opinion of Counsel to
the Seller and the Master Servicer to the effect that such merger,
consolidation, sale or transfer will not subject 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 or the Trust Administrator,
as the case may be.
SECTION 8.11 AUTHENTICATING AGENT.
The Trust Administrator may appoint an Authenticating Agent, which
shall be authorized to act on behalf of the Trust Administrator in
authenticating Certificates. Wherever reference is made in this Agreement to the
authentication of Certificates by the Trust Administrator or the Trust
Administrator's countersignature, such reference shall be deemed to include
authentication on behalf of the Trust Administrator by the Authenticating Agent
and a certificate of authentication executed on behalf of the Trust
Administrator by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Trust
Administrator the Seller and the Master Servicer. The Trust Administrator may at
any time terminate the agency of the Authenticating Agent by giving written
notice thereof to the Authenticating Agent, the Seller and the Master Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 8.11, the Trust Administrator promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Master Servicer, and shall give written notice of such appointment to the
Seller, and shall mail notice of such appointment to all Certificateholders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trust Administrator.
Any reasonable compensation paid to the Authenticating Agent shall be a
reimbursable expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trust Administrator may at any time on or after the Closing
Date, with the consent of the Master Servicer and the Seller, appoint one or
more Custodians to hold all or a portion of the Owner Mortgage Loan Files as
agent for the Trust Administrator, by entering into a Custodial Agreement.
Subject to this Article VIII, the Trust Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Owner Mortgage Loan File. Each Custodial Agreement may be amended
only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee, the Trust Administrator and the Master
Servicer covenants and agrees that it shall perform its duties hereunder in a
manner consistent with the REMIC Provisions and shall not knowingly take any
action or fail to take any other action that would (i) affect the determination
of the Trust Estate's status as 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 Trust Administrator, the Trust Administrator, shall (i) prepare or cause
to be prepared, timely cause to be signed by the Trustee and file or cause to be
filed annual federal and applicable state and local income tax returns 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 Trust Administrator and calculated on a monthly basis by
using the issue prices of the Certificates; (iv) make available information
necessary for the application of any tax imposed on transferors of residual
interests to "disqualified organizations" (as defined in the REMIC Provisions);
(v) file Form 8811 and apply for an Employee Identification Number with a Form
SS-4 or any other permissible method and respond to inquiries by
Certificateholders or their nominees concerning information returns, reports or
tax returns; (vi) maintain (or cause to be maintained by the Servicers) such
records relating to the REMIC, including but not limited to the income,
expenses, individual Mortgage Loans (including REO Mortgage Loans, other assets
and liabilities of the REMIC, and the fair market value and adjusted basis of
the REMIC property determined at such intervals as may be required by the Code,
as may be necessary to prepare the foregoing returns or information reports;
(vii) exercise reasonable care not to allow the creation of any "interests" in
the REMIC within the meaning of Code Section 860D(a)(2) other than the interests
represented by the Class I-A-1, Class I-A-PO, Class II-A-1, Class II-A-PO, Class
II-A-R, Class III-A-1, Class III-A-2, Class III-A-3 and Class III-A-PO
Certificates and the Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trust Administrator 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
II-A-R Certificateholder for such purpose (or if the Master Servicer is not so
permitted, the Holder of the Class II-A-R Certificate shall be tax matters
person in accordance with the REMIC Provisions). The Master Servicer shall be
entitled to be reimbursed pursuant to Section 3.02 for any taxes paid by it
pursuant to clause (x) of the preceding sentence, except to the extent that such
taxes are imposed as a result of the bad faith, willful misfeasance or gross
negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee's sole duties with respect to the REMIC are to sign the
tax returns referred to in clause (i) of the second preceding sentence and to
comply with written directions from the Master Servicer or the Trust
Administrator.
In order to enable the Master Servicer, the Trust Administrator or
the Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class of Certificates and the
Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to the
Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the REMIC as described above. In the event that
the Trust Administrator prepares any of the federal, state and local tax returns
of the REMIC as described above, the Trust Administrator hereby indemnifies the
Seller, the Master Servicer and the Trustee for any losses, liabilities,
damages, claims or expenses of the Seller, the Master Servicer or the Trustee
arising from the Trust Administrator's willful misfeasance, bad faith or
negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer, the Trust Administrator and the Trustee shall pay from
its own funds, without any right of reimbursement therefor, the amount of any
costs, liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee, respectively, to
perform its obligations under this Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance required to
be made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trust Administrator shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trust Administrator shall not be
required to make such Periodic Advances if prohibited by law or if it determines
that such Periodic Advance would be a Nonrecoverable Advance. With respect to
those Periodic Advances which should have been made by WFHM, the Trust
Administrator shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v)
hereof, to be reimbursed from the Certificate Account for Periodic Advances and
Nonrecoverable Advances made by it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION
OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer, the Trust Administrator and
the Trustee created hereby (other than the obligation of the Trust Administrator
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Master Servicer to send certain notices as hereinafter
set forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of 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 11.20. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trust Administrator the certification
required by Section 3.04 and the Trust Administrator and the Custodian shall,
promptly following payment of the purchase price, release to the Seller the
Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trust
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer (if it is exercising its right to purchase
the assets of the Trust Estate) or by the Trust Administrator (in any other
case) by letter to Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than the
twentieth day of the month of such final distribution specifying (A) the Final
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of Certificates at the office or agency of the Trust
Administrator therein designated, (B) the amount of any such final payment and
(C) that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified. If the Master Servicer is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the Certificate Account on or
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Estate computed as above
provided. Failure to give notice of termination as described herein shall not
entitle a Certificateholder to any interest beyond the interest payable on the
Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class II-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 Trust Administrator of any
Periodic Advances, is insufficient to pay in full the amounts set forth in
clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the amount
available for distribution to Certificateholders shall be allocated in reduction
of the amounts otherwise distributable on the Final Distribution Date in the
same manner as Realized Losses are allocated pursuant to Sections 4.02(a)
hereof. Such distribution on the Final Distribution Date shall be in lieu of the
distribution otherwise required to be made on such Distribution Date in respect
of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trust Administrator shall on such
date cause all funds, if any, in the Certificate Account not distributed in
final distribution to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a separate
escrow account for the benefit of such Certificateholders, and the Master
Servicer (if it exercised its right to purchase the assets of the Trust Estate)
or the Trust Administrator (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trust Administrator may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trust Administrator has received an Opinion of Counsel
to the effect that any other manner of termination (i) will constitute a
"qualified liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject 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 Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, 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 and the Trust Administrator have
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
the Certificate Account provided that such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (v) to modify, eliminate or add to the provisions of
Section 5.02 or any other provisions hereof restricting transfer of the
Certificates, provided that the Master Servicer for purposes of Section 5.02 has
determined in its sole discretion that any such modifications to this Agreement
will neither adversely affect the rating on the Certificates nor give rise to a
risk that either the Trust Estate or the REMIC or any of the Certificateholders
will be subject to a tax caused by a transfer to a non-permitted transferee and
(vi) to make any other provisions with respect to matters or questions arising
under this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder. Notwithstanding the
foregoing, any amendment pursuant to clause (iv) or (vi) shall not be deemed to
adversely affect in any material respect the interest of Certificateholders and
no Opinion of Counsel to that effect shall be required if the person requesting
the amendment instead obtains a letter from each Rating Agency stating that the
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the aggregate Voting Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither
the Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject 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 Trust Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder, the Trust Administrator or the Trustee;
provided, however, (i) that such amendment does not conflict with any provisions
of the related Servicing Agreement, (ii) that the related Servicing Agreement
provides for the remittance of each type of Unscheduled Principal Receipts
received by such Servicer during the Applicable Unscheduled Principal Receipt
Period (as so amended) related to each Distribution Date to the Master Servicer
no later than the 24th day of the month in which such Distribution Date occurs
and (iii) that such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period
for Exhibit F-1 Mortgage Loans to a Mid-Month Receipt Period
with respect to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month
Receipt Period with respect to Full Unscheduled Principal
Receipts and to a Prior Month Receipt Period with respect to
Partial Unscheduled Principal Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trust Administrator.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trust
Administrator, but only upon direction accompanied by an Opinion of Counsel to
the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trust Administrator a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Voting
Interest represented by all Certificates shall have made written request upon
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust
Administrator such reasonable indemnity as it may require against the cost,
expenses and liabilities to be incurred therein or thereby, and the Trust
Administrator, for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trust
Administrator, that no one or more Holders of Certificates shall have any right
in any manner whatever by virtue or by availing of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trust Administrator shall be entitled to such relief
as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Wells Fargo Asset Securities Corporation, 7485 New
Horizon Way, Frederick, Maryland 21703, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer, the
Trust Administrator and the Trustee in writing by the Seller, (ii) in the case
of the Master Servicer, to 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 and, (iv) in the case of the Trust Administrator, to the
Corporate Trust Office, or such other address as may hereafter be furnished to
the Seller and the Master Servicer in writing by the Trustee or the Trust
Administrator, in each case Attention: Corporate Trust Department. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer, the Trust Administrator or the Trustee shall not be effective until
received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Trust Administrator, the
Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trust Administrator shall give prompt notice to each Rating
Agency of the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CUT-OFF DATE.
The Cut-Off Date for the Certificates is October 1, 2000.
SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $146,421,394.41.
SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE.
The Original Group I-A Percentage is 92.93822844%.
SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE.
The Original Group II-A Percentage is 92.99211680%.
SECTION 11.05 ORIGINAL GROUP III-A PERCENTAGE.
The Original Group III-A Percentage is 92.98088687%.
SECTION 11.06 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A
CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class I-A-1 $ 10,476,000.00
Class I-A-PO $ 92,074.83
Class II-A-1 $ 89,128,000.00
Class II-A-PO $ 101,003.52
Class II-A-R $ 100.00
Class III-A-1 $ 34,000,000.00
Class III-A-2 $ 1,647,000.00
Class III-A-3 $ 624,000.00
Class III-A-PO $ 102,429.62
SECTION 11.07 ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE.
The Original Aggregate Non-PO Principal Balance is
$146,125,886.44.
SECTION 11.08 ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE.
The Original Aggregate Subordinate Percentage is 7.01503799%.
SECTION 11.09 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $10,250,786.44.
SECTION 11.10 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE.
The Original Group I Subordinated Principal Balance is $796,003.11.
SECTION 11.11 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE.
The Original Group II Subordinated Principal Balance is
$6,716,691.01.
SECTION 11.12 ORIGINAL GROUP III SUBORDINATED PRINCIPAL BALANCE.
The Original Group III Subordinated Principal Balance is
$2,738,092.32.
SECTION 11.13 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 $ 3,880,000.00
Class B-2 $ 2,343,000.00
Class B-3 $ 1,903,000.00
Class B-4 $ 952,000.00
Class B-5 $ 366,000.00
Class B-6 $ 806,786.44
SECTION 11.14 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 4.35979318%.
SECTION 11.15 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 2.75638118%.
SECTION 11.16 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 1.45407941%.
SECTION 11.17 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.80258636%.
SECTION 11.18 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.55211739%.
SECTION 11.19 CLOSING DATE.
The Closing Date is October 27, 2000.
SECTION 11.20 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the aggregate
Scheduled Principal Balance of the Mortgage Loans being less than $14,642,139.44
(10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such
purchase.
SECTION 11.21 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A Certificates (other than the Class
II-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 II-A-R and Class B-5 Certificates are
not eligible for wire transfer.
SECTION 11.22 SINGLE CERTIFICATE.
A Single Certificate for the Class I-A-1, Class I-A-PO, Class
II-A-1, Class II-A-PO, Class III-A-1 and Class III-A-PO Certificates and each
Class of Class B Certificates (other than the Class B-4, Class B-5 and Class B-6
Certificates) represents a $100,000 Denomination. A Single Certificate for the
Class III-A-2 and Class III-A-3 Certificates represents a $1,000 Denomination. A
Single Certificate for the Class B-5 Certificates represents a Denomination
equal to the Original Principal Balance for such Class. A Single Certificate for
the Class II-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.
SECTION 11.23 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 11.24 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan shall be 0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
WELLS FARGO ASSET SECURITIES CORPORATION
as Seller
By:
--------------------------------------
Name: Alan S. McKenney
Title: Vice President
WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
--------------------------------------
Name: Nancy E. Burgess
Title: Vice President
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
--------------------------------------
Name:
Title:
Attest:
By: ___________________________________
Name: _________________________________
Title: ________________________________
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
By:
--------------------------------------
Name
Title:
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 27th day of October, 2000, before me, a notary public in and
for the State of Maryland, personally Alan McKenney, known to me who, being by
me duly sworn, did depose and say that he resides at McLean, Virginia; that he
is Vice President of Wells Fargo Asset Securities Corporation, a Delaware
corporation, one of the parties that executed the foregoing instrument; and that
he signed his name thereto by order of the Board of Directors of said
corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 27th day of October, 2000, before me, a notary public in and
for the State of Maryland, personally appeared Nancy E. Burgess, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she is a Vice President of 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 corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On this 27th day of October, 2000, before me, a notary public in and
for ____________________, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that s/he resides at
_________________, ____________________; that s/he is a ____________________ of
United States Trust Company of New York, a ___________________, one of the
parties that executed the foregoing instrument; and that s/he signed his/her
name thereto by order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
-------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 27th day of October, 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>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 27th day of October, 2000, before me, a notary public in and
for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that s/he resides at
__________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
<PAGE>
SCHEDULE I
Wells Fargo Asset Securities Corporation,
Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1
Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ -------------------
<S> <C> <C>
WFHM (Exhibits F-1A and F-1B) Prior Month Prior Month
WFHM (Exhibits F-2A, F-2B and F-2C) Mid-Month Mid-Month
Bank of America, N.A. Prior Month Prior Month
Bank United Mid-Month Prior Month
Downey Savings & Loan Association, Mid-Month Prior Month
F.A.
First Union Mortgage Corporation Mid-Month Prior Month
ABN AMRO Mortgage Group , Inc. Mid-Month Prior Month
First Nationwide Mortgage Corporation Mid-Month Prior Month
National City Mortgage Co. Mid-Month Prior Month
First Horizon Home Loan Corporation Mid-Month Prior Month
Countrywide Home Loans, Inc. Prior Month Prior Month
Merrill Lynch Credit Corporation Prior Month Prior Month
</TABLE>
<PAGE>
EXHIBIT A-I-A-1
[FORM OF FACE OF CLASS I-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AA 7 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate:% Final Scheduled Maturity Date: November 25, 2015
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class I-A-1 Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-1 Certificates required to be
distributed to Holders of the Class I-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group I-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class I-A-1 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class I-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
A-I-A-52
<PAGE>
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-I-A-5-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
----------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
----------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-I-A-PO
[FORM OF FACE OF CLASS I-A-PO CERTIFICATE]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS I-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first
lien, one- to four-family residential mortgage loans,
which may include loans
secured by shares issued by cooperative housing corporations,
sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AB 5 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2015
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class I-A-PO Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
I-A Distribution Amount for the Class I-A-PO Certificates required to be
distributed to Holders of the Class I-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class I-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate 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.
A-I-A-5-2
<PAGE>
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-I-A-5-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
------------------------------------
Authorized Officer
A-I-A-5-4
<PAGE>
EXHIBIT A-II-A-1
[FORM OF FACE OF CLASS II-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS II-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AC 3 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
A-I-A-5-5
<PAGE>
THIS CERTIFIES THAT ___________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class II-A-1 Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-1 Certificates required to be
distributed to Holders of the Class II-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-1 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-I-A-5-6
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-I-A-5-7
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
----------------------------------
Authorized Officer
A-I-A-5-8
<PAGE>
EXHIBIT A-II-A-PO
[FORM OF FACE OF CLASS II-A-PO CERTIFICATE]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS II-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first
lien, one- to four-family residential mortgage loans,
which may include loans
secured by shares issued by cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AD 1 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
<PAGE>
THIS CERTIFIES THAT ____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class II-A-PO Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-PO Certificates required to be
distributed to Holders of the Class II-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class II-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate 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.
A-I-A-PO-2
<PAGE>
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-I-A-PO-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
-----------------------------------------
Authorized Officer
A-I-A-PO-4
<PAGE>
EXHIBIT A-II-A-R
[Form of Face of Class II-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 II-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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS II-A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AE 9 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
A-II-A-R-2
------
<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 II-A-R Certificate with respect
to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
II-A Distribution Amount for the Class II-A-R Certificate required to be
distributed to Holders of the Class II-A-R Certificate on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group II-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class II-A-R Certificate applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class II-A-R Certificate, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trust Administrator for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
A-II-A-R-3
------
<PAGE>
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-II-A-R-4
------
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
----------------------------------
Authorized Officer
A-II-A-R-5
------
<PAGE>
EXHIBIT A-III-A-1
[FORM OF FACE OF CLASS III-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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS III-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AF 6 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 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 III-A-1 Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
III-A Distribution Amount for the Class III-A-1 Certificates required to be
distributed to Holders of the Class III-A-1 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group III-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class III-A-1 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class III-A-1 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-II-A-R-2
------
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-II-A-R-3
------
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
--------------------------------
Authorized Officer
A-II-A-R-4
------
<PAGE>
EXHIBIT A-III-A-2
[FORM OF FACE OF CLASS III-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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS III-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AG 4 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 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 III-A-2 Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
III-A Distribution Amount for the Class III-A-2 Certificates required to be
distributed to Holders of the Class III-A-2 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group III-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class III-A-2 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class III-A-2 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-II-A-R-2
------
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-II-A-R-3
------
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
------------------------------
Authorized Officer
A-II-A-R-4
------
<PAGE>
EXHIBIT A-III-A-3
[FORM OF FACE OF CLASS III-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 ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS III-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AH 2 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 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 III-A-3 Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
III-A Distribution Amount for the Class III-A-3 Certificates required to be
distributed to Holders of the Class III-A-3 Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the Principal Balance of certain Classes of Class
A Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Classes of Group III-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class III-A-3 Certificates applicable to each
Distribution Date will be 7.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses allocated to the Class III-A-3 Certificates, as described in the
Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
A-II-A-1-2
------
<PAGE>
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-II-A-1-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
------------------------------------
Authorized Officer
A-II-A-1-4
<PAGE>
EXHIBIT A-III-A-PO
[FORM OF FACE OF CLASS III-A-PO CERTIFICATE]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS III-A-PO
evidencing an interest in a pool of fixed interest
rate, conventional, monthly pay, fully amortizing,
first lien, one- to four-family residential
mortgage loans, which may include loans secured by shares issued
by cooperative housing corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AJ 8 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 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 III-A-PO Certificates with
respect to a Trust Estate consisting of three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively) formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Group
III-A Distribution Amount for the Class III-A-PO Certificates required to be
distributed to Holders of the Class III-A-PO Certificates on such Distribution
Date, subject to adjustment in certain events as specified in the Agreement. The
Class III-A-PO Certificates are not entitled to distributions in respect of
interest.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate 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.
A-II-A-PO-2
<PAGE>
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
A-II-A-PO-3
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
-------------------------------------------
Authorized Officer
A-II-A-PO-4
<PAGE>
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-1
evidencing an interest in three pools of fixed
interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-
family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AK 5 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 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 three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 7.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-1 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to
B-1-3
<PAGE>
certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
B-1-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
---------------------------------------
Authorized Officer
B-1-5
<PAGE>
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-2
evidencing an interest in three pools of fixed
interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-
family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AL 3 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
B-2-2
<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 three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
7.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-2 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
B-2-3
<PAGE>
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate`set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
B-2-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
-----------------------------------
Authorized Officer
B-2-5
<PAGE>
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-3
evidencing an interest in three pools of fixed
interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-
family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 AM 1 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
B-3-2
<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 three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
7.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-3 Certificate will be made unless the
Holder hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
B-3-3
<PAGE>
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, (a) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trust Administrator
and the Seller with respect to certain matters and (b) such other documentation
as the Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
B-3-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
-------------------------------------
Authorized Officer
B-3-5
<PAGE>
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-4
evidencing an interest in three pools of fixed
interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-
family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
B-4-2
<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 three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
7.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a
B-4-3
<PAGE>
transfer is desired to be made by the Holder hereof, (i) the transferee will be
required to execute an investment letter in the form described in the Agreement
and (ii) if such transfer is to be made within three years from the later of (a)
the date of initial issuance of the Certificates or (b) the last date on which
the Seller or any affiliate thereof was a Holder of the Certificates proposed to
be transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the 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 Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
B-4-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
-----------------------------
Authorized Officer
B-4-5
<PAGE>
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-5
evidencing an interest in three pools of fixed
interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-
family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
B-5-2
<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 three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
7.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 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
B-5-3
<PAGE>
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the 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 Trust Administrator will also require (i) a representation letter,
in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trust Administrator and the Seller with respect to
certain matters and (b) such other documentation as the Seller or the Master
Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
B-5-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
---------------------------------
Authorized Officer
B-5-5
<PAGE>
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-1, CLASS B-6
evidencing an interest in three pools of fixed
interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-
family residential mortgage loans, which may include
loans secured by shares issued by cooperative housing
corporations, sold by
WELLS FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: October 1, 2000
CUSIP No.: 949747 First Distribution Date: November 27, 2000
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date: November 25, 2030
B-6-2
<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 three pools of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Group I Mortgage Loans", "Group II
Mortgage Loans" and "Group III Mortgage Loans", respectively), formed by Wells
Fargo Asset Securities Corporation (hereinafter called the "Seller", which term
includes any successor entity under the Agreement referred to below). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
October 27, 2000 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and the United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
7.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trust Administrator for
that purpose in the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a
B-6-3
<PAGE>
transfer is desired to be made by the Holder hereof, (i) the transferee will be
required to execute an investment letter in the form described in the Agreement
and (ii) if such transfer is to be made within three years from the later of (a)
the date of initial issuance of the Certificates or (b) the last date on which
the Seller or any affiliate thereof was a Holder of the Certificates proposed to
be transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trust Administrator or the Seller may
require the Holder to deliver an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state.
The Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the 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 Trust Administrator and the Seller with respect to certain matters and (b)
such other documentation as the Seller or the Master Servicer may require, as
described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real
estate mortgage investment conduit" as those terms are defined in Section
860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986,
as amended.
Unless this Certificate has been countersigned by an
authorized officer of the Trust Administrator, by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.
B-6-4
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By:
--------------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By:
---------------------------------
Authorized Officer
B-6-5
<PAGE>
EXHIBIT C
[Form of Reverse of Series 2000-1 Certificates]
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2000-1
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trust Administrator, such advances are reimbursable to such Servicer, the
Master Servicer or the Trust Administrator to the extent provided in the
Agreement, from related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trust Administrator, as applicable, of advances made by
such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Seller, the Master Servicer, the Trust Administrator and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Seller, the Master Servicer, the Trust Administrator and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not less
than 66 2/3% of the Voting Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the office or agency appointed by the Trust Administrator, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator and the
Certificate Registrar, duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized Denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of
<PAGE>
authorized Denominations evidencing the same Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trust Administrator or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the
Trustee and the Certificate Registrar, and any agent of the Seller, the Master
Servicer, the Trust Administrator, the Trustee or the Certificate Registrar, may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Seller, the Master Servicer, the Trust
Administrator, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trust Administrator on the Final Distribution
Date pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
C-2
<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 Asset-Backed
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
C-3
<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.
C-4
<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 Trust Administrator
(including its successors under the Pooling and Servicing Agreement defined
below, the "Trust Administrator"), WELLS FARGO ASSET SECURITIES CORPORATION
(together with any successor in interest, the "Seller"), 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, the Trust
Administrator and United States Trust Company of New York, as trustee, have
entered into a Pooling and Servicing Agreement dated as of October 27, 2000
relating to the issuance of Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-1 (as in effect on the date of this Agreement, the "Original Pooling
and Servicing Agreement", and as amended and supplemented from time to time, the
"Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trust Administrator for the purposes of receiving and holding certain documents
and other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trust Administrator,
the Seller, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1 CUSTODIAN TO ACT AS AGENT; ACCEPTANCE OF CUSTODIAL FILES.
The Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders. Section
2.2 RECORDATION OF ASSIGNMENTS. If any Custodial File includes one or
more assignments to the Trust Administrator of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian. Section
2.3 REVIEW OF CUSTODIAL FILES. The Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.01
of the Pooling and Servicing Agreement, each Custodial File. If in performing
the review required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Custodial File to be missing or defective in
any material respect, the Custodian shall promptly so notify the Seller, the
Master Servicer and the Trust Administrator.
Section 2.4 NOTIFICATION OF BREACHES OF REPRESENTATIONS AND WARRANTIES.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5 CUSTODIAN TO COOPERATE; RELEASE OF CUSTODIAL FILES. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate,
E-2
<PAGE>
the Master Servicer shall deliver to the Custodian a receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Custodial File or such document to
the Master Servicer. The Master Servicer shall cause each Custodial File or any
document therein so released to be returned to the Custodian when the need
therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Certificate Account to the extent required by the
Pooling and Servicing Agreement or (ii) the Custodial File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Custodial File or such document were delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Custodian shall deliver such receipt with respect thereto to
the Master Servicer upon deposit of the related Liquidation Proceeds in the
Certificate Account to the extent required by the Pooling and Servicing
Agreement.
Section 2.6 ASSUMPTION AGREEMENTS. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 CUSTODIAN A BAILEE AND AGENT OF THE TRUST ADMINISTRATOR.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2 INDEMNIFICATION. The Seller hereby agrees to indemnify and hold the
Custodian harmless from and against all claims, liabilities, losses, actions,
suits or proceedings at law or in equity, or any other expenses, fees or charges
of any character or nature, which the Custodian may incur or with which the
Custodian may be threatened by reasons of its acting as custodian under this
Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which
E-3
<PAGE>
shall constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3 CUSTODIAN MAY OWN CERTIFICATES. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4 MASTER SERVICER TO PAY CUSTODIAN'S FEES AND EXPENSES. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5 CUSTODIAN MAY RESIGN; TRUST ADMINISTRATOR MAY REMOVE
CUSTODIAN. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such event,
the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trust
Administrator shall give prompt notice to the Seller and the Master Servicer of
the appointment of any successor Custodian. No successor Custodian shall have
been appointed and accepted appointment by the Trust Administrator without the
prior approval of the Seller and the Master Servicer.
Section 3.6 MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
E-4
<PAGE>
Section 3.7 REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 NOTICES. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 AMENDMENTS. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto, and neither the Seller, the Master Servicer nor the Trust
Administrator shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trust Administrator shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 RECORDATION OF AGREEMENT. To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its expense on direction by the
Trust Administrator, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-5
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
<TABLE>
<CAPTION>
Address: FIRST UNION NATIONAL BANK
<S> <C>
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:__________________________________________
</TABLE>
E-6
<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]
E-7
<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]
E-8
<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]
E-9
<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]
E-10
<PAGE>
EXHIBIT F-1A
[Schedule of Group II Mortgage Loans Serviced by WFHM
from locations other than Frederick, Maryland]
<TABLE>
WFALT
WFALT 2000-01 EXHIBIT F-1A
30 YEAR FIXED RATE CONFORMING LIMIT LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi)
-------- ---- ----- ---- -------- -------- -------- ------- -------- --------- --------- --- -------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV SUBSIDY
-------- ---- ----- ---- ---- -------- -------- ------- -------- --------- --------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6965243 RENTON WA 98058 LCO 6.500 6.233 $1,121.92 360 1-Dec-28 $173,761.48 97.00
7841332 DURHAM NC 27704 SFD 9.625 7.500 $367.20 360 1-Apr-30 $43,073.29 90.00
$216,834.77
</TABLE>
TABLE (CONTINUED)
<TABLE>
<CAPTION>
(i) (xii) (xiii) (xv) (xvi)
-------- --------- ------- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER CODE FEE FEE YIELD
-------- --------- ------- ------- --------
<S> <C> <C> <C> <C>
6965243 06 0.250 0.017 0.000
7841332 11 0.250 0.017 1.858
</TABLE>
COUNT: 2
WAC: 7.120767745
WAM: 341.1783309
WALTV: 95.60948025
<PAGE>
EXHIBIT F-1B
[Schedule of Group III Mortgage Loans Serviced by WFHM
from locations other than Frederick, Maryland]
<TABLE>
WFALT
WFALT 2000-01 EXHIBIT F-1B
15 YEAR RELOCATION AND NON RELOCATION LOANS AND 30 YEAR FIXED RATE RELOCATION NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- ---- ----- ----- ------- -------- -------- ------- -------- --------- -----------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- ---- ----- ----- -------- -------- -------- ------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
8009955 RANCHO MIRAGE CA 92270 SFD 8.250 7.500 $1,911.97 360 1-Feb-30 $253,170.07
$253,170.07
<CAPTION>
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- ---- -------- --------- ----- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- ----- -------- --------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
8009955 70.01 0.250 0.017 0.483
</TABLE>
COUNT: 1
WAC: 8.25
WAM: 352
WALTV: 70.01
<PAGE>
EXHIBIT F-2A
[Schedule of Group I Mortgage Loans Serviced by WFHM in Frederick, Maryland]
WFALT
WFALT 2000-01 EXHIBIT F-2A
15 YEAR RELOCATION AND NON RELOCATION LOANS AND 30 YEAR FIXED RATE RELOCATION
NON RELOCATION LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix)
-------- ---- ----- ---- -------- -------- -------- ------- -------- --------- ---------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
-------- ---- ----- ---- -------- -------- -------- ------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5124473 FOREST HILLS NY 11375 COP 8.500 7.500 $1,688.83 180 1-Apr-15 $168,559.76
5150618 ROCHESTER NY 14621 SFD 9.000 7.500 $248.50 180 1-Apr-15 $24,104.15
5155255 BUTLER PA 16001 SFD 9.750 7.500 $667.40 180 1-Mar-15 $61,884.43
5162101 STEVENS POINT WI 54481 MF4 8.875 7.500 $845.75 180 1-Apr-15 $82,627.84
5168461 PALESTINE TX 75801 SFD 9.625 7.500 $942.40 180 1-Apr-15 $88,230.39
5715694 JACKSONVILLE FL 32206 SFD 8.500 7.500 $457.90 180 1-Apr-15 $45,715.05
5726843 GATLINBURG TN 37738 LCO 9.375 7.500 $522.50 180 1-May-15 $49,746.11
5732605 NEW YORK NY 10028 COP 9.250 7.500 $1,466.60 180 1-May-15 $140,630.59
5735288 MOYOCK NC 27958 SFD 9.750 7.500 $2,648.41 180 1-Jun-15 $247,422.38
7123047 ROCK HILL NY 12775 PUD 7.250 6.983 $445.02 180 1-Nov-13 $45,048.69
7138958 WESTMORELAND TN 37186 SFD 7.375 7.108 $1,241.90 180 1-Feb-14 $126,256.19
7324242 OAK HILLS CA 92371 SFD 7.375 7.108 $1,140.70 180 1-Apr-14 $116,816.95
7611360 MORNINGVIEW KY 41063 SFD 7.500 7.233 $602.56 180 1-Mar-14 $61,020.42
7939685 STATEN ISLAND NY 10306 SFD 8.500 7.500 $1,221.08 180 1-Mar-15 $121,549.19
7971395 SHAWNEE ON DELAWA PA 18356 MF3 8.875 7.500 $1,308.90 180 1-Dec-14 $126,407.65
8019254 YUMA AZ 85364 SFD 8.625 7.500 $884.94 180 1-May-15 $87,963.28
8019941 BULLHEAD CITY AZ 86429 SFD 9.375 7.500 $1,119.63 180 1-Jun-15 $106,883.47
8020698 CHESAPEAKE VA 23320 SFD 8.375 7.500 $428.11 180 1-Feb-15 $42,796.36
8020761 WALDORF MD 20603 PUD 8.750 7.500 $854.53 180 1-Feb-15 $83,603.39
8036922 BERLIN NH 03570 MF3 10.000 7.500 $435.22 180 1-Mar-15 $39,798.62
8045789 COLUMBUS OH 43202 MF2 9.250 7.500 $1,164.02 180 1-Feb-15 $107,842.05
8047605 LAS VEGAS NV 89118 SFD 9.000 7.500 $1,906.82 180 1-Feb-15 $132,933.19
8047713 HOUSTON TX 77048 SFD 8.875 7.500 $543.70 180 1-Mar-15 $52,967.03
8064140 CANTON OH 44708 SFD 9.875 7.500 $666.86 180 1-Mar-15 $61,405.51
8084146 CASSELBERRY FL 32707 SFD 9.250 7.500 $1,749.63 180 1-Apr-15 $167,313.42
8097181 WASHINGTON DC 20011 MF4 9.750 7.500 $858.08 180 1-May-15 $79,983.85
8111281 INDIANAPOLIS IN 46205 MF2 10.250 7.500 $217.99 180 1-May-15 $19,655.56
8119724 SLIDELL LA 70458 MF4 9.250 7.500 $1,963.70 180 1-May-15 $188,296.95
8153345 ST. PETERSBURG FL 33706 MF4 9.875 7.500 $1,280.37 180 1-Jun-15 $118,813.98
$2,796,276.45
</TABLE>
TABLE (CONTINUED)
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE FEE YIELD
-------- --- ------- --------- ------- ------- --------
(i) (x) (xi) (xii) (xiii) (xv) (xvi)
-------- --- ------- --------- ------- ------- --------
5124473 70.00 0.250 0.017 0.733
5150618 70.00 0.250 0.017 1.233
5155255 70.00 0.250 0.017 1.983
5162101 79.25 0.250 0.017 1.108
5168461 80.00 0.250 0.017 1.858
5715694 75.00 0.250 0.017 0.733
5726843 80.00 0.250 0.017 1.608
5732605 75.00 0.250 0.017 1.483
5735288 74.63 0.250 0.017 1.983
7123047 75.00 0.250 0.017 0.000
7138958 75.84 0.250 0.017 0.000
7324242 80.00 0.250 0.017 0.000
7611360 74.71 0.250 0.017 0.000
7939685 55.36 0.250 0.017 0.733
7971395 65.00 0.250 0.017 1.108
8019254 79.82 0.250 0.017 0.858
8019941 63.53 0.250 0.017 1.608
8020698 81.11 01 0.250 0.017 0.608
8020761 90.00 11 0.250 0.017 0.983
8036922 90.00 01 0.250 0.017 2.233
8045789 79.97 0.250 0.017 1.483
8047605 80.00 0.250 0.017 1.233
8047713 90.00 01 0.250 0.017 1.108
8064140 69.44 0.250 0.017 2.108
8084146 61.04 0.250 0.017 1.483
8097181 90.00 06 0.250 0.017 1.983
8111281 80.00 0.250 0.017 2.483
8119724 90.00 01 0.250 0.017 1.483
8153345 80.00 0.250 0.017 2.108
COUNT: 29
WAC: 8.975779272
WAM: 172.2857372
WALTV: 75.73063087
<PAGE>
EXHIBIT F-2B
[Schedule of Group II Mortgage Loans Serviced by WFHM in Frederick, Maryland]
WFALT
WFALT 2000-01 EXHIBIT F-2B
30 YEAR FIXED RATE CONFORMING LIMIT LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi)
-------- ---- ----- ---- -------- -------- -------- ------- -------- --------- --------- --- -------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV SUBSIDY
-------- ---- ----- ---- ---- -------- -------- ------- -------- --------- --------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5018088 MOUNTAIN VIEW CA 94043 MF2 7.750 7.483 $1,719.39 360 1-Sep-29 $237,710.56 56.60
5045055 ELIZABETH CO 80107 SFD 7.875 7.500 $1,210.87 360 1-Mar-29 $164,682.39 60.73
5045478 SALEM NH 03079 SFD 8.125 7.500 $920.70 360 1-Aug-29 $122,425.56 80.00
5073813 NAPLES FL 34113 SFD 8.250 7.500 $1,769.98 360 1-Sep-29 $233,564.40 79.98
5080798 KNOXVILLE TN 37922 MF4 8.750 7.500 $1,125.76 360 1-Sep-29 $141,981.70 90.00
5090863 BROOKLYN NY 11215 COP 8.500 7.500 $1,345.60 360 1-Dec-29 $173,905.38 70.00
5115721 NEW YORK NY 10128 COP 8.875 7.500 $1,253.14 360 1-Jan-30 $156,681.40 75.00
5122446 ANCHORAGE AK 99503 MF4 8.750 7.500 $1,544.69 360 1-Dec-29 $193,226.22 85.00
5134798 VIRGINIA BEACH VA 23456 SFD 9.125 7.500 $1,845.97 360 1-Jul-30 $226,515.03 80.00
5142611 SCHWENKSVILLE PA 19473 SFD 9.750 7.500 $601.41 360 1-Apr-30 $69,800.02 31.53
5143777 BEACON NY 12508 MF3 8.875 7.500 $1,095.61 360 1-Mar-30 $137,147.45 90.00
5143779 BEACON NY 12508 MF3 8.875 7.500 $1,074.13 360 1-Apr-30 $134,515.24 90.00
5143781 BEACON NY 12509 MF2 8.875 7.500 $802.02 360 1-Mar-30 $100,395.48 90.00
5145661 SCOTTSDALE AZ 85251 SFD 9.125 7.500 $626.50 360 1-Mar-30 $76,706.53 70.00
5148539 FARMINGTON AR 72730 SFD 8.375 7.500 $456.04 360 1-Dec-29 $59,615.17 79.47
5148769 ANCHORAGE AK 99504 MF2 9.125 7.500 $1,265.20 360 1-Feb-30 $153,535.58 74.76
5149123 ASTORIA NY 11102 MF2 9.000 7.500 $1,333.67 360 1-Mar-30 $165,101.75 85.00
5153966 EAST NORTHPORT NY 11731 SFD 9.375 7.500 $1,663.50 360 1-Feb-30 $199,169.56 80.00
5153972 EAST NORTHPORT NY 11731 SFD 9.375 7.500 $1,297.53 360 1-Feb-30 $155,352.24 65.00
5156968 SAUGERTIES NY 12477 MF3 9.250 7.500 $617.01 360 1-Feb-30 $74,594.78 62.50
5157534 PORT ARANSAS TX 78373 SFD 8.875 7.500 $673.12 360 1-Mar-30 $83,256.83 90.00
5157872 BROOKLYN NY 11233 SFD 9.500 7.500 $916.54 360 1-Apr-30 $108,263.84 66.06
5159541 HERMOSA BEACH CA 90254 LCT 9.500 7.500 $1,352.73 360 1-Mar-30 $160,307.72 64.35
5160061 MIAMI FL 33196 SFD 9.250 7.500 $789.77 360 1-Apr-30 $95,695.57 80.00
5162924 LAKEWOOD OH 44107 MF4 8.500 7.500 $1,058.28 360 1-Apr-30 $137,122.74 80.00
5164424 NORWOOD MA 02062 MF3 9.625 7.500 $1,189.99 360 1-Mar-30 $139,519.04 52.83
5164458 ANCHORAGE AK 99503 MF4 9.500 7.500 $1,778.41 360 1-Mar-30 $210,754.22 90.00
5164527 AMAGANSETT NY 11930 COP 9.625 7.500 $1,189.99 360 1-Apr-30 $139,589.41 70.00
5165165 STATEN ISLAND NY 10312 PUD 9.875 7.500 $738.10 360 1-Apr-30 $84,763.45 63.43
5165552 FAIRFIELD OH 45014 LCO 10.000 7.500 $473.10 360 1-Apr-30 $53,763.88 90.00
5165807 EAST ORLEANS MA 02653 SFD 8.625 7.500 $987.80 360 1-Apr-30 $126,541.91 53.59
5167856 ANCHORAGE AK 99503 MF4 9.500 7.500 $1,778.41 360 1-Mar-30 $210,754.22 90.00
5167909 CORPUS CHRISTI TX 78413 MF2 9.500 7.500 $605.42 360 1-Jun-30 $71,856.63 90.00
5706780 CLEVELAND OH 44105 MF2 9.500 7.500 $584.40 360 1-Apr-30 $69,290.74 84.76
5710128 LAWRENCEVILLE GA 30045 MF2 9.250 7.500 $969.94 360 1-Apr-30 $117,526.10 90.00
5711129 ENFIELD NH 03748 MF3 9.875 7.500 $625.22 360 1-Apr-30 $71,799.60 90.00
5711868 YONKERS NY 10703 MF3 9.625 7.500 $1,912.48 360 1-May-30 $224,452.32 90.00
5712208 ORLAND FL 32825 SFD 8.875 7.500 $779.73 360 1-Mar-30 $97,536.26 79.96
5713382 WINSLOW TWP NJ 08081 MF2 9.375 7.500 $648.77 360 1-Apr-30 $77,758.97 89.91
5714250 HAWLEY PA 18428 SFD 9.125 7.500 $618.37 360 1-Jun-30 $75,432.60 80.00
5715111 PALM CITY FL 34990 SFD 9.375 7.500 $1,921.34 360 1-Apr-30 $230,286.28 60.00
5715175 CLEVELAND OH 44103 MF4 9.750 7.500 $764.65 360 1-Apr-30 $88,745.74 89.99
5716350 GREENWOOD IN 46142 LCO 9.500 7.500 $370.82 360 1-Mar-30 $43,944.48 90.00
5717738 MOORESTOWN NJ 08057 MF2 9.250 7.500 $1,073.60 360 1-Apr-30 $129,120.63 90.00
5717757 NEW CANAAN CT 06840 MF3 9.000 7.500 $2,287.54 360 1-May-30 $283,511.82 64.98
5717956 EASTPORT NY 11941 MF4 9.250 7.500 $1,776.98 360 1-Jun-30 $215,546.88 90.00
5719582 BIDDEFORD ME 04005 MF3 9.375 7.500 $838.41 360 1-May-30 $100,033.57 90.00
5720980 EAST FALMOUTH MA 02536 SFD 8.875 7.500 $795.65 360 1-Jun-30 $99,773.23 51.95
5723076 ANCHORAGE AK 99508 MF4 9.375 7.500 $967.32 360 1-Apr-30 $115,940.68 89.88
5723618 ATLANTA GA 30311 SFD 9.500 7.500 $508.30 360 1-Dec-29 $59,889.42 65.00
5723829 ANCHORAGE AK 99518 MF4 9.375 7.500 $2,036.12 360 1-Apr-30 $244,043.64 90.00
5725238 GOODYEAR AZ 85338 SFD 9.375 7.500 $838.40 360 1-Apr-30 $100,488.57 90.00
5725847 PROVIDENCE RI 02906 MF2 9.250 7.500 $1,132.82 360 1-May-30 $137,135.22 90.00
5726411 NAPLES FL 34116 SFD 9.250 7.500 $510.14 360 1-May-30 $61,846.77 90.00
5727213 DORCHESTER MA 02124 MF3 9.750 7.500 $1,434.79 360 1-Jun-30 $166,684.52 59.64
5727218 BONAIRE GA 31005 SFD 9.375 7.500 $489.07 360 1-Apr-30 $58,618.32 80.00
5729150 LEOMINSTER MA 01453 MF3 9.125 7.500 $805.50 360 1-Jun-30 $98,548.55 90.00
5730371 ALPHARETTA GA 30022 SFD 9.000 7.500 $1,665.57 360 1-May-30 $206,426.11 79.92
5732861 BRADENTON FL 34203 MF2 9.875 7.500 $461.10 360 1-May-30 $52,977.34 90.00
5733746 BUDA TX 78610 SFD 10.000 7.500 $592.37 360 1-Jun-30 $67,379.02 90.00
5735148 CORPUS CHRISTI TX 78413 MF2 9.500 7.500 $605.42 360 1-Jun-30 $71,856.63 90.00
5735152 CORPUS CHRISTI TX 78413 MF2 9.500 7.500 $605.42 360 1-Jun-30 $71,856.63 90.00
5735607 COVINGTON GA 30016 SFD 9.375 7.500 $824.68 360 1-Apr-30 $98,843.65 89.97
5738731 SPRINGFIELD GARDENS NY 11434 MF2 9.000 7.500 $1,412.11 360 1-Feb-30 $174,300.50 90.00
5739630 LAWRENCE KS 66044 MF4 9.250 7.500 $1,332.73 360 1-Jun-30 $161,660.17 90.00
5740657 BROOKLYN NY 11226 MF2 9.250 7.500 $1,804.54 360 1-Aug-30 $219,121.69 78.34
5746067 HOUSTON TX 77019 MF4 9.000 7.500 $1,834.54 360 1-Jun-30 $227,496.21 80.00
5747273 DOVER NJ 08751 LCO 10.125 7.500 $540.97 360 1-Jun-30 $60,893.54 89.71
5748007 CLEVELAND OH 44105 MF4 9.500 7.500 $832.45 360 1-Jul-30 $98,852.74 90.00
5748857 RALEIGH NC 27606 LCO 9.125 7.500 $423.09 360 1-Dec-29 $51,613.19 80.00
5748963 BROOKLYN NY 11223 MF3 10.125 7.500 $2,695.94 360 1-Jul-30 $303,603.86 80.00
5749197 ANCHORAGE AK 99504 LCO 9.375 7.500 $344.34 360 1-Jun-30 $41,315.40 90.00
5749903 OLNEY MD 20832 SFD 8.375 7.500 $1,520.14 360 1-Dec-29 $198,717.16 80.00
5749915 MESA AZ 85215 SFD 9.250 7.500 $1,114.73 360 1-Apr-30 $135,070.29 84.69
5749923 CRESTVIEW FL 32539 MF3 9.000 7.500 $865.37 360 1-Oct-29 $106,630.79 90.00
5749932 SANDSTON VA 23150 SFD 8.625 7.500 $700.01 360 1-Jan-30 $89,507.81 47.72
5749950 HANCOCK ME 04640 MAN 9.875 7.500 $1,035.51 360 1-Apr-30 $118,918.15 75.00
5749960 AURORA CO 80014 SFD 9.250 7.500 $1,326.56 360 1-Apr-30 $160,738.70 75.00
5749984 PROVO UT 84601 SFD 9.625 7.500 $594.99 360 1-Apr-30 $69,794.73 63.64
5749988 ALBUQUERQUE NM 87111 SFD 8.750 7.500 $1,414.09 360 1-Apr-30 $179,118.11 71.90
5750016 LAS CRUCES NM 88001 SFD 9.625 7.500 $1,317.48 360 1-May-30 $154,622.74 70.45
5750058 QUAKERTOWN PA 18951 SFD 8.500 7.500 $615.13 360 1-Jan-30 $79,128.33 80.00
5750060 PROVO UT 84601 LCO 8.625 7.500 $933.35 360 1-Apr-30 $119,567.20 80.00
5750075 CHICAGO IL 60618 MF2 8.750 7.500 $1,298.06 360 1-May-30 $164,518.36 75.00
5750083 HOUSTON TX 77006 SFD 9.375 7.500 $1,204.37 360 1-May-30 $144,306.31 69.99
5750086 ST LOUIS MO 63110 MF4 9.500 7.500 $678.57 360 1-Apr-30 $80,457.07 89.97
5750103 MANHATTAN IL 60442 SFD 8.750 7.500 $966.07 360 1-May-30 $120,292.20 56.85
5750114 BOISE ID 83704 SFD 9.375 7.500 $761.05 360 1-May-30 $91,265.33 75.00
5750115 HOMEDALE ID 83628 SFD 9.875 7.500 $281.34 360 1-Apr-30 $32,309.88 90.00
5750119 SARTELL MN 56377 SFD 9.125 7.500 $762.78 360 1-May-30 $93,496.74 75.00
5750142 BLOOMINDALE IL 60108 SFD 8.750 7.500 $1,195.78 360 1-May-30 $151,556.35 60.80
5750154 OAKVILLE CT 06779 SFD 8.750 7.500 $708.03 360 1-May-30 $89,079.67 69.23
5750157 CHICAGO IL 60606 HCO 9.000 7.500 $1,469.64 360 1-Apr-30 $182,024.85 72.48
5750162 DARIEN CT 06820 SFD 9.125 7.500 $1,220.45 360 1-May-30 $149,594.77 30.18
5750168 ST GEORGE UT 84770 SFD 9.125 7.500 $995.89 360 1-May-30 $122,069.31 80.00
5750171 ALBUQUERQUE NM 87123 PUD 9.125 7.500 $833.16 360 1-May-30 $102,123.35 80.00
5750176 KISSIMMEE FL 34744 SFD 9.500 7.500 $1,022.48 360 1-May-30 $121,296.16 80.00
5750183 SAN ANTONIO TX 78250 SFD 8.750 7.500 $495.62 360 1-Apr-30 $62,624.04 74.12
5750189 AKRON OH 44314 SFD 9.375 7.500 $332.70 360 1-Feb-30 $39,833.92 80.00
5750192 EVERETT WA 98208 SFD 8.875 7.500 $1,441.71 360 1-May-30 $180,684.51 80.00
5750195 LOS ANGELES CA 90501 MF3 9.000 7.500 $1,097.51 360 1-May-30 $136,021.82 80.00
5750325 TUCSON AZ 85701 SFD 9.875 7.500 $868.35 360 1-May-30 $99,769.07 39.68
5750342 BONNY DOON CA 95060 SFD 8.750 7.500 $1,888.08 360 1-Apr-30 $239,043.55 80.00
5750352 OAKDALE CT 06370 SFD 9.500 7.500 $980.44 360 1-Apr-30 $116,248.98 74.98
5750361 CHARLOTTE NC 28210 SFD 9.250 7.500 $543.79 360 1-Apr-30 $65,804.31 53.96
5750435 ENFIELD CT 06082 MF3 8.875 7.500 $550.59 360 1-May-30 $69,003.12 80.00
5750446 OCEANSIDE CA 92056 SFD 8.875 7.500 $751.89 360 1-Apr-30 $94,176.17 70.00
5750460 PAYETTE ID 83661 SFD 9.000 7.500 $482.77 360 1-Apr-30 $59,786.10 66.67
5750472 MARIETTA GA 30062 SFD 8.875 7.500 $766.21 360 1-Apr-30 $95,970.00 90.00
5750488 FOREST LAKE MN 55025 PUD 9.625 7.500 $820.24 360 1-Apr-30 $96,217.01 71.73
5750502 COLUMBUS OH 43204 MF2 8.375 7.500 $612.27 240 1-Mar-20 $70,237.89 80.00
5750515 LOS ANGELES CA 90016 MF4 9.000 7.500 $1,190.85 360 1-Apr-30 $147,444.32 80.00
5750528 ALTA LOMA CA 91737 SFD 8.500 7.500 $1,722.37 360 1-Apr-30 $223,171.23 74.67
5750533 SOUTH PADRE ISLAND TX 78597 LCO 9.000 7.500 $304.15 360 1-Feb-30 $37,630.39 51.08
5750547 BIG BEAR CITY CA 92314 SFD 9.500 7.500 $484.34 360 1-Apr-30 $55,859.58 90.00
5750575 KENT OH 44240 MF2 8.500 7.500 $602.83 360 1-Apr-30 $78,109.93 80.00
5750577 ANCHORAGE AK 99504 MF2 9.250 7.500 $999.55 360 1-Jun-30 $121,245.12 90.00
5750600 DUBLIN OH 43017 SFD 9.250 7.500 $1,235.66 360 1-Apr-30 $149,723.70 89.96
5750607 BOISE ID 83703 SFD 8.750 7.500 $1,471.13 360 1-May-30 $186,454.17 68.00
5750620 PRESCOTT AZ 86301 SFD 10.000 7.500 $1,191.31 360 1-May-30 $135,444.65 75.00
5750686 GLENDALE AZ 85308 SFD 9.250 7.500 $822.27 360 1-May-30 $99,686.87 49.99
5750698 HOUSTON TX 77027 LCO 8.375 7.500 $1,471.50 360 1-Apr-30 $192,865.29 80.00
5750760 WATSONVILLE CA 95076 SFD 8.875 7.500 $1,625.11 360 1-Feb-30 $203,220.19 95.00
5750920 FAIRBANKS AK 99709 MF4 9.125 7.500 $945.44 360 1-Jun-30 $115,802.15 70.00
5751087 ATLANTA GA 30319 SFD 8.875 7.500 $1,349.41 360 1-Apr-30 $169,018.90 80.00
5751101 KENT OH 44240 MF2 8.500 7.500 $602.83 360 1-Apr-30 $78,109.93 80.00
5751116 CHICAGO IL 60639 MF2 9.250 7.500 $1,184.65 360 1-Apr-30 $143,543.35 79.12
5751129 BUDA TX 78610 SFD 8.875 7.500 $1,169.60 360 1-Apr-30 $146,496.29 71.71
5751189 EL PASO TX 79934 SFD 9.375 7.500 $728.82 360 1-Apr-30 $87,354.27 79.99
5751205 AUSTIN TX 78737 SFD 9.125 7.500 $1,202.14 360 1-Mar-30 $147,186.92 75.00
5751213 SUGAR LAND TX 77478 SFD 9.125 7.500 $1,187.90 360 1-Apr-30 $145,524.90 68.87
5751225 PORT SAINT LUCIE FL 34952 SFD 9.250 7.500 $613.72 360 1-Apr-30 $74,363.42 74.97
5751230 INDIANAPOLIS IN 46234 SFD 8.250 7.500 $741.12 360 1-May-30 $98,331.14 78.61
5751239 LONG BEACH CA 90808 SFD 8.625 7.500 $1,400.03 360 1-Apr-30 $178,946.54 75.00
5751251 ST GEORGE UT 84770 SFD 9.125 7.500 $1,269.27 360 1-Apr-30 $155,492.32 80.00
5751272 ALLENHURST GA 31301 SFD 9.250 7.500 $307.27 360 1-Mar-30 $36,687.31 90.00
5751298 HOFFMAN ESTATES IL 60194 SFD 8.500 7.500 $1,153.37 360 1-May-30 $149,539.18 69.77
5751311 FRIENDSWOOD TX 77546 SFD 8.875 7.500 $1,393.97 360 1-Apr-30 $169,487.64 79.65
5751370 FOX LAKE IL 60020 SFD 9.375 7.500 $1,809.89 360 1-May-30 $217,041.90 79.13
5751378 AUSTIN TX 78745 SFD 8.750 7.500 $842.56 360 1-May-30 $106,787.37 69.10
5751391 WASHINGTON DC 20017 MF4 9.500 7.500 $1,097.31 360 1-Apr-30 $130,107.19 90.00
5751392 FALLBROOK CA 92028 SFD 8.875 7.500 $1,853.86 360 1-Apr-30 $232,201.59 77.67
5751397 MEDFORD OR 97504 SFD 9.625 7.500 $595.00 360 1-May-30 $69,829.58 67.31
5751398 MANCHESTER CT 06040 MF4 9.500 7.500 $832.45 360 1-Mar-30 $98,650.89 90.00
5751410 LAKESIDE AZ 85929 SFD 9.500 7.500 $1,016.60 360 1-May-30 $120,597.88 74.95
5751443 STOCKTON CA 95209 MF3 9.375 7.500 $830.71 360 1-Apr-30 $99,566.40 85.00
5751448 GLENDALE HEIGHTS IL 60139 SFD 9.375 7.500 $1,031.37 360 1-May-30 $123,681.97 80.00
5751463 CRYSTAL LAKE IL 60014 SFD 9.375 7.500 $731.94 360 1-May-30 $86,749.57 80.00
5751465 CHICAGO IL 60639 MF3 9.000 7.500 $1,021.87 360 1-May-30 $126,647.92 74.71
5751469 ORANGE CITY FL 32763 SFD 8.750 7.500 $1,140.72 360 1-May-30 $144,172.34 72.50
5751483 RIALTO CA 92376 SFD 8.750 7.500 $746.58 360 1-Apr-30 $94,566.38 94.99
5751485 SAVANNAH GA 31401 MF3 9.125 7.500 $1,574.38 360 1-Apr-30 $192,870.30 90.00
5751492 LOS ANGELES CA 90026 MF3 8.875 7.500 $2,068.68 360 1-Apr-30 $259,109.10 80.00
5751496 SPARTA TN 38583 SFD 8.875 7.500 $859.30 360 1-May-30 $106,538.72 80.00
5751506 CHICAGO IL 60644 SFD 8.875 7.500 $612.65 360 1-May-30 $76,780.93 66.96
5751511 NORTHWOOD OH 43619 SFD 10.000 7.500 $579.20 360 1-May-30 $65,851.54 55.00
5751516 GLENDALE AZ 85308 SFD 8.875 7.500 $1,878.92 360 1-May-30 $235,478.18 80.00
5751522 PROVIDENCE RI 02906 MF2 8.875 7.500 $1,890.45 360 1-Mar-30 $236,646.66 80.00
5751527 WOOD DALE IL 60191 HCO 9.750 7.500 $725.99 360 1-Apr-30 $84,258.58 65.00
5751535 DULUTH MN 55803 SFD 9.125 7.500 $823.80 360 1-May-30 $100,778.06 75.00
5751556 HOUSTON TX 77077 SFD 9.000 7.500 $688.76 360 1-Apr-30 $85,314.13 80.00
5751572 HOUSTON TX 77077 SFD 9.500 7.500 $775.69 360 1-May-30 $92,019.50 75.00
5751612 LODI CA 95240 MF3 9.500 7.500 $588.60 360 1-Apr-30 $68,676.15 70.00
5751623 FRESNO CA 93720 PUD 8.625 7.500 $787.91 360 1-Apr-30 $100,934.59 79.97
5752287 ANNAPOLIS MD 21401 LCO 8.875 7.500 $883.76 360 1-Jul-30 $110,886.81 70.00
5753568 BOYNTON BEACH FL 33436 LCO 9.625 7.500 $425.00 360 1-Jun-30 $49,903.01 69.44
5755702 ANGEL FIRE NM 87710 LCO 10.000 7.500 $442.30 360 1-Jul-30 $50,332.54 90.00
5756130 ELIZABETH CITY NC 27909 SFD 8.750 7.500 $467.30 360 1-Jun-30 $59,261.80 90.00
5756136 PHOENIX AZ 85041 MF4 9.500 7.500 $706.32 360 1-May-30 $83,790.10 80.00
5760415 SEATTLE WA 98102 MF4 8.750 7.500 $2,539.47 360 1-Jun-30 $322,048.96 80.00
5761278 ARVADA CO 80004 SFD 8.375 7.500 $1,920.70 360 1-Jun-30 $252,065.14 70.15
5761298 WARRENTON MO 63383 SFD 9.000 7.500 $1,325.21 360 1-May-30 $164,243.41 79.99
5761323 PELHAM AL 35124 SFD 8.750 7.500 $612.84 360 1-May-30 $77,672.60 79.98
5761351 SURFSIDE TX 77541 SFD 8.875 7.500 $1,722.57 360 1-May-30 $215,884.12 67.66
5761363 WOONSOCKET RI 02895 MF4 8.875 7.500 $823.49 360 1-May-30 $103,205.57 90.00
5761389 SHAKER HEIGHTS OH 44120 MF3 9.625 7.500 $1,155.99 360 1-Apr-30 $135,601.14 80.00
5761404 INDIANAPOLIS IN 46205 MF2 9.375 7.500 $374.29 360 1-Apr-30 $44,860.95 75.00
5761426 DETROIT MI 48221 SFD 9.500 7.500 $344.33 360 1-Jun-30 $40,868.48 70.00
5761480 PRESCOTT AZ 86301 SFD 9.250 7.500 $505.95 360 1-May-30 $61,300.10 75.00
5761492 LEAGUE CITY TX 77573 SFD 8.375 7.500 $501.65 360 1-May-30 $65,792.00 80.00
5761494 EAST SANDWICH MA 02537 SFD 8.500 7.500 $668.95 360 1-Jan-30 $85,587.55 58.78
5761498 OAK PARK MI 48237 SFD 9.625 7.500 $822.37 360 1-Jun-30 $96,562.34 75.00
5761511 BRIDGEPORT CT 06605 MF3 9.875 7.500 $1,115.83 360 1-Apr-30 $128,142.43 89.99
5761516 STRATFORD CT 06614 SFD 9.250 7.500 $832.55 360 1-May-30 $100,933.59 74.96
5761520 FORT MEYERS BEACH FL 33931 LCO 9.000 7.500 $752.32 360 1-Jun-30 $93,293.41 64.48
5761522 MARRIETTA OK 73448 SFD 8.250 7.500 $584.11 360 1-May-30 $77,434.01 43.93
5761657 SUN CITY AZ 85351 PUD 8.750 7.500 $232.87 360 1-May-30 $29,513.56 80.00
5761704 MORRO BAY CA 93442 SFD 8.500 7.500 $1,654.71 360 1-May-30 $214,404.71 80.00
5761724 ST CLAIR SHORES MI 48080 SFD 8.875 7.500 $1,133.00 360 1-Jun-30 $142,010.81 79.11
5761741 CHULA VISTA CA 91910 SFD 9.500 7.500 $1,166.69 360 1-May-30 $138,403.29 75.00
5761755 RIMROCK AZ 86335 SFD 8.750 7.500 $1,469.17 360 1-May-30 $186,204.86 75.00
5761769 TOMBALL TX 77375 SFD 8.875 7.500 $835.43 360 1-May-30 $104,701.28 61.76
5761795 FRESNO CA 93720 SFD 8.750 7.500 $708.03 360 1-May-30 $89,737.30 70.31
5761803 ALBUQUERQUE NM 87106 SFD 9.500 7.500 $470.88 360 1-May-30 $55,834.13 80.00
5761806 CENTRAL POINT OR 97502 SFD 9.375 7.500 $827.60 360 1-May-30 $99,244.77 33.17
5761828 MUSKOGEE OK 74401 MF2 9.875 7.500 $183.66 360 1-May-30 $21,101.15 90.00
5761829 SANTA CRUZ NM 87567 SFD 9.000 7.500 $1,480.51 360 1-May-30 $183,489.86 80.00
5761839 NOBLE OK 73068 SFD 9.625 7.500 $475.15 360 1-May-30 $55,763.89 79.97
5761865 COLORADO SPRINGS CO 80925 SFD 9.625 7.500 $637.49 360 1-May-30 $71,715.89 59.06
5761871 HONDO TX 78861 SFD 8.500 7.500 $630.51 360 1-May-30 $81,748.08 77.36
5761926 E. LITTLETON CO 80120 SFD 8.750 7.500 $1,259.11 360 1-May-30 $159,582.83 74.44
5761971 DENVER CO 80221 SFD 8.875 7.500 $895.10 360 1-May-30 $112,179.95 90.00
5762053 SAN DIEGO CA 92103 LCO 9.625 7.500 $1,312.39 360 1-Jun-30 $154,100.53 80.00
5762165 ST. PAUL MN 55104 SFD 9.000 7.500 $748.30 360 1-May-30 $92,729.79 75.00
5762738 SACRAMENTO CA 95827 SFD 9.375 7.500 $797.24 360 1-Jun-30 $95,654.07 89.99
5762788 LOS ANGELES CA 90032 SFD 8.750 7.500 $692.30 360 1-May-30 $87,743.12 80.00
5762796 VICTOR ID 83455 SFD 8.875 7.500 $1,983.07 360 1-May-30 $248,530.92 74.40
5762811 BRADENTON FL 34202 PUD 9.000 7.500 $1,023.48 360 1-Jun-30 $126,918.93 80.00
5762827 HOUSTON TX 77070 MF4 9.625 7.500 $1,014.04 360 1-May-30 $119,009.61 89.97
5762831 MUSKOGEE OK 74403 SFD 9.875 7.500 $195.38 360 1-May-30 $22,448.05 90.00
5762859 LOS ANGELES CA 91356 LCO 8.875 7.500 $87.53 360 1-May-30 $10,963.66 10.38
5762883 LONG BEACH CA 90805 SFD 8.875 7.500 $846.57 360 1-May-30 $106,097.29 80.00
5762913 SHELTON WA 98584 SFD 9.250 7.500 $999.56 360 1-May-30 $121,180.12 90.00
5762977 FRESNO CA 93722 PUD 8.875 7.500 $849.35 360 1-May-30 $106,446.33 79.99
5762993 JACKSONVILLE OR 97530 PUD 9.500 7.500 $1,035.35 360 1-May-30 $122,822.32 70.00
5763000 BROOKLYN NY 11223 MF4 9.500 7.500 $2,623.47 360 1-Jul-30 $311,535.94 80.00
5763027 CINCINNATI OH 45215 SFD 8.500 7.500 $553.62 360 1-Jun-30 $71,702.82 80.00
5763167 HOUSTON TX 77024 SFD 9.250 7.500 $1,851.02 360 1-May-30 $224,407.73 68.39
5763187 BOISE ID 83714 SFD 9.625 7.500 $726.74 360 1-May-30 $85,291.89 90.00
5763201 HOUSTON TX 77099 SFD 8.875 7.500 $489.33 360 1-May-30 $61,274.62 79.97
5763245 LONG BEACH CA 90810 MF2 9.375 7.500 $1,197.72 360 1-May-30 $143,630.68 80.00
5763277 WESTMINISTER CO 80020 SFD 8.875 7.500 $1,139.36 360 1-May-30 $141,497.11 80.00
5763301 GOLDEN CO 80403 SFD 9.375 7.500 $813.03 360 1-May-30 $97,499.32 72.41
5763333 COMMERCE CITY CO 80022 SFD 9.250 7.500 $588.21 360 1-May-30 $71,311.81 65.00
5767383 ANCHORAGE AK 99517 MF4 9.875 7.500 $1,719.76 360 1-Jul-30 $197,777.86 85.37
5767954 CRANSTON RI 02906 MF3 9.375 7.500 $625.06 360 1-Jul-30 $75,035.25 90.00
5770527 MIAMI FL 33167 LCO 9.500 7.500 $420.43 360 1-Aug-30 $49,950.61 87.72
5773315 FORT MEYERS FL 33908 LCO 9.750 7.500 $446.76 360 1-Jul-30 $51,926.62 80.00
5773724 BATON ROUGE LA 70815 MF3 9.625 7.500 $431.80 360 1-Jul-30 $49,905.13 94.95
5778390 SALEM NH 03079 SFD 9.250 7.500 $1,480.82 360 1-Aug-30 $179,747.61 59.41
5779622 SALEM NH 03079 LCO 9.250 7.500 $773.32 360 1-Aug-30 $93,902.15 80.00
5781167 SAN JOSE CA 95111 LCO 9.375 7.500 $1,330.80 360 1-Aug-30 $159,837.77 80.00
5781652 WALNUT CREEK CA 94596 LCO 8.875 7.500 $1,705.87 360 1-Aug-30 $214,158.71 80.00
5783940 GERMANTOWN MD 20874 SFD 8.750 7.500 $1,403.09 360 1-Aug-30 $178,144.01 79.99
5789014 YARMOUTH MA 02675 SFD 8.875 7.500 $708.92 360 1-Sep-30 $89,050.05 60.00
5792459 WINSTON-SALEM NC 27104 SFD 9.000 7.500 $861.76 360 1-Aug-30 $106,982.54 90.00
5793783 STURGIS MI 49091 SFD 9.250 7.500 $704.21 360 1-Aug-30 $85,125.96 80.00
5801163 GULF BREEZE FL 32561 SFD 8.500 7.500 $1,723.72 360 1-Sep-30 $224,040.19 71.39
5806482 ANCHORAGE AK 99508 MF4 9.125 7.500 $1,220.45 360 1-Sep-30 $149,920.18 87.98
7372715 KAILUA HI 96734 LCO 8.375 7.500 $1,276.92 360 1-Oct-29 $166,697.74 68.57
7574543 WOONSOCKET RI 02895 MF3 8.125 7.500 $509.35 360 1-Mar-29 $67,291.17 70.00
7575801 ARROYO GRANDE CA 93420 MF2 8.250 7.500 $976.65 360 1-Apr-29 $128,417.34 65.00
7618715 COLUMBIA MD 21044 SFD 8.500 7.500 $1,651.55 360 1-Aug-29 $212,881.99 80.00
7620614 CHESAPEAKE BEACH MD 20732 SFD 7.250 6.983 $682.18 360 1-May-29 $97,702.16 47.39
7625850 SILVER CITY NM 88061 SFD 8.625 7.500 $668.90 360 1-Oct-29 $85,010.43 57.33
7648612 CANTONMENT FL 32533 SFD 8.250 7.500 $917.30 360 1-Jun-29 $120,787.85 96.98
7661812 DURYEA PA 18642 MF2 8.000 7.500 $132.08 360 1-May-29 $16,837.27 90.00
7666513 CHAMBERLAIN SD 57325 SFD 8.250 7.500 $271.58 360 1-Jun-29 $30,397.94 73.78
7676333 BINGHAMTON NY 13901 SFD 6.875 6.608 $278.28 360 1-May-29 $40,444.37 80.00
7711591 CROWLEY TX 76036 SFD 9.250 7.500 $1,217.56 360 1-Dec-29 $147,205.57 80.00
7750258 BALTIMORE MD 21244 SFD 8.500 7.500 $1,783.88 360 1-Mar-30 $228,321.50 80.00
7764998 ROCHESTER NY 14607 MF2 8.250 7.500 $567.96 360 1-Sep-29 $74,946.75 90.00
7810928 RENO NV 89433 SFD 8.500 7.500 $671.26 360 1-Aug-29 $86,524.54 97.00
7816383 HILLSBORO TX 76645 SFD 8.750 7.500 $254.89 360 1-Aug-29 $32,126.30 90.00
7818708 FORT COLLINS CO 80525 LCO 8.875 7.500 $976.45 360 1-Sep-29 $121,788.77 80.00
7818747 LAS CRUCES NM 88005 SFD 8.875 7.500 $1,989.11 360 1-Dec-29 $248,550.92 74.63
7821569 HOPEWELL VA 23860 SFD 9.000 7.500 $394.27 360 1-Aug-29 $48,604.19 70.00
7822085 KELLER TX 76248 SFD 9.000 7.500 $778.87 360 1-Sep-29 $95,984.57 80.00
7829334 ROME GA 30165 SFD 9.125 7.500 $256.29 360 1-Dec-29 $31,326.56 90.00
7830807 POLK CITY IA 50226 SFD 9.250 7.500 $1,268.57 360 1-Jun-30 $153,876.50 96.98
7837273 KILL DEVIL HILLS NC 27948 SFD 9.375 7.500 $815.11 360 1-Feb-30 $97,593.13 70.00
7839946 NEW BRAUNFELS TX 78130 SFD 8.750 7.500 $679.71 360 1-Jan-30 $85,939.34 80.00
7841038 AKRON OH 44320 SFD 7.250 6.983 $712.95 360 1-Aug-29 $103,323.67 95.01
7843155 EAST WINDSOR CT 06088 SFD 9.000 7.500 $897.23 360 1-Aug-29 $110,612.35 90.00
7846941 ODESSA TX 79763 SFD 9.000 7.500 $273.17 360 1-Aug-29 $33,460.03 97.00
7854928 FISHERS IN 46038 SFD 8.625 7.500 $840.01 360 1-Aug-29 $107,064.44 80.00
7860491 HELENA MT 59601 SFD 8.250 7.500 $426.72 360 1-Aug-29 $56,269.63 80.00
7865650 HOPEWELL VA 23860 SFD 9.000 7.500 $376.56 360 1-Sep-29 $46,422.15 90.00
7878302 PORTLAND ME 04102 SFD 8.625 7.500 $901.46 360 1-Aug-29 $114,895.93 79.99
7887951 ORANGE BEACH AL 36561 SFD 9.375 7.500 $698.67 360 1-Jun-30 $83,625.97 48.84
7894761 CAVE SPRING GA 30124 SFD 8.500 7.500 $553.62 360 1-Nov-29 $71,502.82 90.00
7897704 CEDAR HILL TX 75104 SFD 9.750 7.500 $261.18 360 1-Nov-29 $30,237.50 80.00
7905880 BRECKENRIDGE CO 80424 LCO 8.750 7.500 $1,258.72 360 1-Nov-29 $158,949.69 51.61
7914269 FORT WORTH TX 76137 SFD 9.000 7.500 $426.53 360 1-Sep-29 $52,616.18 90.00
7917287 SPRINGFIELD MA 01104 MF2 9.375 7.500 $419.20 360 1-Oct-29 $50,081.14 90.00
7919975 FALLING WATERS WV 25419 SFD 9.125 7.500 $1,144.17 360 1-Apr-30 $140,167.38 90.00
7950877 ST LOUIS MO 63033 SFD 9.125 7.500 $1,098.40 360 1-Apr-30 $134,560.70 73.77
7951599 PITTSBURGH PA 15235 MF2 9.250 7.500 $550.86 360 1-Nov-29 $65,875.23 90.00
7952456 GRANBURY TX 76049 SFD 9.750 7.500 $708.37 360 1-May-30 $82,254.53 97.00
7955435 EAGAN MN 55122 SFD 7.875 7.500 $1,005.67 360 1-Jan-30 $137,677.28 96.99
7957080 CLEVELAND OH 44109 MF4 8.875 7.500 $679.56 360 1-Nov-29 $84,863.39 90.00
7957193 KALAMAZOO MI 49001 SFD 9.500 7.500 $454.06 360 1-Nov-29 $53,695.99 90.00
7957474 HENDERSON NV 89052 SFD 8.500 7.500 $1,125.69 360 1-May-30 $145,950.22 80.00
7957826 BROOKLYN NY 11211 MF3 10.000 7.500 $3,124.15 360 1-Jan-30 $354,534.48 80.00
7967668 PARKER AZ 85344 SFD 9.000 7.500 $669.85 360 1-Dec-29 $82,779.58 90.00
7973881 HIGHLAND PARK MI 48203 SFD 8.750 7.500 $389.42 360 1-Feb-30 $49,266.24 90.00
7974062 GRAHAMSVILLE NY 12740 SFD 9.250 7.500 $691.05 360 1-Apr-30 $83,733.62 75.00
7979661 COLUMBIA MD 21045 SFD 8.750 7.500 $1,305.92 360 1-Dec-29 $164,897.91 67.76
7980281 LITTLE ROCK AR 72209 SFD 9.875 7.500 $195.38 360 1-Jan-30 $22,404.90 90.00
7980286 LITTLE ROCK AR 72209 SFD 9.875 7.500 $226.64 360 1-Jan-30 $25,989.70 90.00
7982865 LITTLE ROCK AR 72204 SFD 9.625 7.500 $191.25 360 1-Dec-29 $22,388.23 90.00
7987195 ATLANTA GA 30315 SFD 9.250 7.500 $1,177.25 360 1-Dec-29 $142,331.84 90.00
7988056 EDGEWATER PARK NJ 08010 LCO 9.250 7.500 $395.38 360 1-Dec-29 $47,802.01 90.00
7988382 GRAND JUNCTION CO 81504 SFD 8.500 7.500 $730.47 360 1-Dec-29 $94,405.77 65.52
7988726 TRENTON NJ 08610 MF2 9.875 7.500 $406.39 360 1-Mar-30 $46,647.43 90.00
7989058 NEW CASTLE DE 19720 SFD 8.750 7.500 $778.83 360 1-Mar-30 $98,592.50 90.00
7989533 KAILUA KONA HI 96740 LCO 8.625 7.500 $820.72 360 1-Feb-30 $105,008.92 80.00
7990107 WOODBURY MN 55125 SFD 8.875 7.500 $1,285.01 360 1-Feb-30 $160,761.60 97.00
7990385 FRESNO CA 93722 SFD 8.250 7.500 $1,088.40 360 1-Mar-30 $143,929.16 95.00
7994150 GARDEN VALLEY CA 95663 SFD 8.750 7.500 $550.69 360 1-Jan-30 $69,626.80 70.00
7995950 MORENO VALLEY CA 92553 MF4 9.375 7.500 $1,029.29 360 1-Mar-30 $123,302.17 90.00
7995959 MORENO VALLEY CA 92553 MF4 9.375 7.500 $1,029.29 360 1-Mar-30 $123,302.17 90.00
7996359 SALINAS CA 93908 SFD 7.875 7.500 $1,787.30 360 1-Jan-30 $243,495.27 85.00
7998546 ATLANTA GA 30338 SFD 8.250 7.500 $1,577.66 360 1-Dec-29 $208,618.70 63.93
7999468 CLEVELAND OH 44110 MF2 9.000 7.500 $456.22 360 1-Jan-30 $56,412.76 90.00
8000928 RICHMOND VA 23225 MF2 8.625 7.500 $1,166.68 360 1-Jan-30 $149,179.71 89.02
8002278 CANTON OH 44703 SFD 9.375 7.500 $202.12 360 1-Dec-29 $24,170.60 90.00
8003115 MANCHESTER NH 03102 MF3 9.500 7.500 $971.83 360 1-Feb-30 $115,108.37 90.00
8004286 SANTA ANA CA 92704 SFD 7.875 7.500 $1,364.58 360 1-Feb-30 $187,139.75 80.00
8004303 JAMESTOWN NC 27282 SFD 8.000 7.500 $1,099.66 360 1-Jan-30 $148,935.44 97.00
8005596 DEAR HARBOR WA 98243 SFD 8.750 7.500 $833.90 360 1-Feb-30 $105,499.48 17.24
8007931 SAN BERNARDINO CA 92404 MF4 9.375 7.500 $796.11 360 1-Mar-30 $95,368.62 90.00
8008767 LAUREL MD 20707 LCO 9.000 7.500 $557.60 360 1-Feb-30 $68,787.09 90.00
8013471 CARBONDALE PA 18407 MF2 10.000 7.500 $355.42 360 1-Feb-30 $40,352.40 90.00
8013950 ROCHESTER NY 14621 SFD 9.000 7.500 $124.56 360 1-Feb-30 $15,402.39 90.00
8015032 LINCOLN TOWNSHIP IN 46405 SFD 8.750 7.500 $1,096.57 360 1-Feb-30 $138,730.84 97.00
8016726 WASHINGTON DC 20032 SFD 9.000 7.500 $362.08 360 1-Feb-30 $44,798.11 90.00
8018420 FRONT ROYAL VA 22630 SFD 8.375 7.500 $1,216.50 360 1-Mar-30 $159,338.87 97.06
8018615 ENNIS MT 59729 SFD 9.000 7.500 $991.30 360 1-Feb-30 $122,647.26 80.00
8020140 CITRUS HEIGHTS CA 95621 MF2 9.375 7.500 $883.32 360 1-Feb-30 $105,759.02 90.00
8023055 NOVI MI 48375 SFD 9.250 7.500 $1,915.19 360 1-Mar-30 $231,935.39 97.00
8023131 KIHEI HI 96753 LCT 9.500 7.500 $605.42 360 1-Mar-30 $70,984.12 73.85
8024775 DOUGLAS AZ 85607 SFD 8.625 7.500 $933.35 360 1-Feb-30 $119,418.74 60.00
8028772 DES MOINES IA 50314 MF2 9.375 7.500 $473.47 360 1-Feb-30 $56,688.68 90.00
8029237 DES MOINES IA 50314 MF2 9.375 7.500 $449.14 360 1-Feb-30 $53,775.82 90.00
8029404 FALCONER NY 14733 MF2 9.000 7.500 $289.66 360 1-Mar-30 $35,859.23 89.78
8029591 MIAMI FL 33183 LCO 9.500 7.500 $470.21 360 1-Feb-30 $55,693.72 80.00
8030559 PHOENIX AZ 85027 SFD 8.875 7.500 $1,859.82 360 1-Apr-30 $232,949.07 85.00
8031921 ATLANTA GA 30318 SFD 9.250 7.500 $1,882.28 360 1-Feb-30 $227,630.25 80.00
8031937 NEPTUNE TOWNSHIP NJ 07756 MF4 9.000 7.500 $1,796.32 360 1-Mar-30 $222,376.94 95.00
8032098 EMPORIA KS 66801 SFD 10.250 7.500 $903.27 360 1-Feb-30 $99,955.13 90.00
8033595 SHREWSBURY MA 01545 SFD 9.750 7.500 $663.44 360 1-Feb-30 $76,923.44 90.00
8033644 MIAMI FL 33179 MF2 9.750 7.500 $963.84 360 1-Feb-30 $111,754.20 90.00
8033962 WEST SWANZEY NH 03469 MF2 9.625 7.500 $611.23 360 1-Mar-30 $71,662.95 90.00
8035085 PARK CITY UT 84098 LCO 10.000 7.500 $1,316.36 360 1-Jan-30 $149,382.46 89.82
8036463 RANCHO CUCAMONGA CA 91730 SFD 9.500 7.500 $840.01 360 1-Feb-30 $99,495.86 90.00
8037566 CLINTON MS 39056 MF3 9.125 7.500 $976.36 360 1-Apr-30 $119,609.48 80.00
8037591 CLINTON MS 39056 MF4 9.125 7.500 $976.36 360 1-Apr-30 $119,609.48 80.00
8038243 WILLOUGHBY HILLS OH 44092 SFD 8.875 7.500 $556.95 360 1-Feb-30 $69,677.82 44.44
8039079 BOWIE TX 76230 SFD 9.875 7.500 $218.82 360 1-Feb-30 $25,105.77 90.00
8041025 BARTLESVILLE OK 74003 SFD 10.000 7.500 $201.40 360 1-Mar-30 $22,470.44 90.00
8042429 HAVERFORD TWP PA 19083 SFD 9.125 7.500 $1,033.31 360 1-Mar-30 $126,516.02 74.71
8042920 FOWLERVILLE MI 48836 SFD 9.625 7.500 $539.74 360 1-Mar-30 $63,281.89 48.85
8044046 CHARLESTON SC 29407 SFD 10.250 7.500 $403.25 360 1-Mar-30 $44,864.45 90.00
8044749 ST LOUIS MO 63111 MF4 9.500 7.500 $353.16 360 1-Mar-30 $41,851.91 70.00
8046552 HOUSTON TX 77008 SFD 10.250 7.500 $203.24 360 1-Feb-30 $22,601.57 60.00
8046870 MODESTO CA 95357 SFD 9.000 7.500 $1,410.72 360 1-Mar-30 $174,641.35 97.00
8047028 FLAGSTAFF AZ 86004 SFD 8.625 7.500 $922.98 360 1-Mar-30 $118,165.87 95.01
8047323 SPRINGFIELD NJ 07081 SFD 9.125 7.500 $1,627.27 360 1-Apr-30 $198,249.59 62.31
8048292 SHERIDAN WY 82801 SFD 9.375 7.500 $632.55 360 1-Mar-30 $75,774.75 90.00
8048723 TANNERSVILLE PA 18360 SFD 8.875 7.500 $483.75 360 1-Mar-30 $60,556.06 80.00
8050010 LINCOLN RI 02838 SFD 9.500 7.500 $795.23 360 1-Mar-30 $94,134.97 97.00
8051287 LEWES DE 19958 SFD 9.875 7.500 $698.15 360 1-Mar-30 $80,137.93 60.00
8053677 JAMESTOWN NC 27282 SFD 9.000 7.500 $1,194.14 360 1-Mar-30 $147,829.63 97.00
8053854 COLUMBUS OH 43229 SFD 10.125 7.500 $650.48 360 1-Apr-30 $73,156.42 90.00
8055271 LOUISVILLE CO 80027 LCO 9.250 7.500 $522.69 360 1-Mar-30 $63,299.02 95.54
8055886 PRESCOTT AZ 86303 SFD 8.375 7.500 $710.67 360 1-Mar-30 $93,084.57 61.11
8057501 ALISO VIEJO AREA CA 92656 LCO 9.250 7.500 $1,460.33 360 1-Mar-30 $176,850.75 97.00
8058665 RICHGROVE CA 93261 MF2 9.125 7.500 $560.19 360 1-Mar-30 $68,585.84 90.00
8060091 COUNCIL BLUFFS IA 51501 SFD 9.000 7.500 $522.92 360 1-Apr-30 $64,735.88 97.00
8060752 NEW BRITAIN CT 06052 MF3 9.375 7.500 $977.59 360 1-Mar-30 $117,108.64 94.79
8061854 SPANAWAY WA 98387 SFD 8.750 7.500 $803.06 360 1-Mar-30 $101,659.81 95.01
8062814 PHILLIPSBURG NJ 08865 MF2 9.125 7.500 $457.67 360 1-Apr-30 $56,066.94 90.00
8065836 SCURRY TX 75158 SFD 9.500 7.500 $1,022.06 360 1-Apr-30 $115,195.08 69.46
8066496 RENO NV 89523 SFD 9.375 7.500 $1,164.45 360 1-May-30 $138,724.42 75.68
8068764 TALLAHASSEE FL 32303 MF2 9.750 7.500 $927.89 360 1-Mar-30 $107,060.44 90.00
8069041 LOGAN UT 84321 MF4 9.000 7.500 $1,070.15 360 1-Mar-30 $132,479.87 70.00
8071905 SAN ANGELO TX 76901 SFD 8.750 7.500 $293.79 360 1-Mar-30 $37,129.29 97.00
8072240 UPPER MARLBORO MD 20772 SFD 9.250 7.500 $933.74 360 1-Mar-30 $113,078.44 86.97
8072445 KEY WEST FL 33040 SFD 9.625 7.500 $2,090.97 360 1-Mar-30 $245,154.97 80.00
8073476 ST LOUIS MO 63111 MF2 9.500 7.500 $477.18 360 1-Apr-30 $56,579.20 83.46
8073783 ADELANTO CA 92301 SFD 9.500 7.500 $302.71 360 1-Apr-30 $35,891.62 80.00
8074107 ST LOUIS MO 63115 MF4 9.500 7.500 $454.06 360 1-Apr-30 $53,837.45 90.00
8075987 WEST PALM BEACH FL 33401 SFD 9.750 7.500 $541.27 360 1-Apr-30 $62,820.02 90.00
8075998 JACINTO CITY TX 77029 SFD 8.875 7.500 $429.65 360 1-Apr-30 $53,715.13 90.00
8076513 KENNETT SQUARE PA 19348 SFD 9.375 7.500 $1,101.07 360 1-Mar-30 $131,900.94 80.00
8076530 MARION IA 52302 LCO 8.625 7.500 $585.08 360 1-Jun-30 $75,043.42 97.00
8077302 ST LOUIS MO 63111 MF2 9.750 7.500 $502.61 360 1-Mar-30 $58,302.44 90.00
8077721 KEY WEST FL 33044 SFD 10.250 7.500 $1,380.00 360 1-May-30 $153,671.53 70.00
8078772 JACKSON MI 49203 MF4 9.625 7.500 $594.99 360 1-Apr-30 $69,794.73 53.85
8078819 CINCINNATI OH 45242 LCO 9.375 7.500 $1,153.72 360 1-Mar-30 $138,208.01 97.00
8079875 KANSAS CITY MO 64132 SFD 9.875 7.500 $242.27 360 1-Mar-30 $27,809.03 90.00
8080696 MENTOR OH 44060 SFD 9.375 7.500 $998.10 360 1-Apr-30 $119,048.75 75.00
8083127 NEWARK OH 43055 MF2 9.250 7.500 $460.70 360 1-May-30 $55,852.58 70.00
8083147 GRANVILLE OH 43023 SFD 9.250 7.500 $403.11 360 1-May-30 $48,871.03 70.00
8084883 TACOMA WA 98409 LCO 9.125 7.500 $940.56 360 1-May-30 $115,287.69 80.00
8086291 CLEVELAND OH 44102 MF2 8.875 7.500 $371.65 360 1-Apr-30 $46,080.88 90.00
8087252 BUENA PARK CA 90620 SFD 8.875 7.500 $1,779.46 360 1-Mar-30 $222,752.62 79.88
8090614 PISCATAWAY NJ 08854 SFD 9.875 7.500 $1,153.17 360 1-Jun-30 $132,555.66 80.00
8090919 MINNEAPOLIS MN 55405 SFD 9.375 7.500 $1,292.54 360 1-Apr-30 $154,919.84 79.98
8091965 ST LOUIS MO 63113 MF4 9.500 7.500 $428.84 360 1-May-30 $50,872.55 85.00
8094528 WILMINGTON DE 19802 SFD 9.750 7.500 $362.99 360 1-Apr-30 $42,129.32 65.00
8094535 FRESNO CA 93705 SFD 9.125 7.500 $320.25 360 1-Apr-30 $39,105.87 80.00
8095368 TAMPA FL 33647 SFD 9.000 7.500 $1,351.77 360 1-Apr-30 $167,438.96 80.00
8095765 MIAMI FL 33143 SFD 8.875 7.500 $1,893.63 360 1-Apr-30 $237,184.53 80.00
8095819 TONY WI 54563 SFD 9.250 7.500 $822.68 360 1-Apr-30 $99,682.86 80.00
8098366 OCEAN CITY NJ 08226 MF3 9.500 7.500 $1,248.67 360 1-May-30 $148,128.95 90.00
8098630 FORT MOHAVE AZ 86426 SFD 9.000 7.500 $504.02 360 1-Apr-30 $62,430.78 80.00
8098657 GILROY CA 95020 SFD 9.125 7.500 $2,034.08 360 1-Apr-30 $249,186.44 79.37
8101992 LAS VEGAS NV 89144 SFD 8.875 7.500 $1,025.19 360 1-Apr-30 $128,408.48 96.99
8102600 SOUTHBRIDGE MA 01550 MF2 9.500 7.500 $586.08 360 1-Apr-30 $69,490.15 85.00
8103495 OKLAHOMA CITY OK 73127 LCO 8.500 7.500 $264.51 360 1-May-30 $34,294.30 80.00
8103795 DETROIT MI 48223 SFD 9.125 7.500 $635.45 360 1-May-30 $77,889.00 55.79
8107150 PORTERVILLE CA 93257 MF3 9.375 7.500 $718.63 360 1-May-30 $86,178.42 80.00
8107194 BIDDEFORD ME 04005 MF4 9.500 7.500 $937.97 360 1-May-30 $111,271.29 89.96
8108282 PLAINFIELD NJ 07063 SFD 9.500 7.500 $438.93 360 1-May-30 $52,069.56 90.00
8108840 PISCATAWAY TWP. NJ 08854 MF4 8.500 7.500 $1,515.53 360 1-Jun-30 $196,617.28 90.00
8110519 ERIE PA 16505 MF4 9.125 7.500 $475.98 360 1-Jun-30 $58,338.42 90.00
8110566 PASCO WA 99301 MF4 8.875 7.500 $644.47 360 1-Apr-30 $80,722.47 90.00
8110592 PASCO WA 99301 MF4 8.875 7.500 $644.47 360 1-Apr-30 $80,722.47 90.00
8111712 MONTEREY CA 93940 MF2 9.375 7.500 $1,989.54 360 1-Jun-30 $238,711.16 80.00
8113842 ABERDEEN TWP. NJ 07721 SFD 9.500 7.500 $567.58 360 1-May-30 $67,331.33 90.00
8114509 MONTGOMERY AL 36111 SFD 9.625 7.500 $931.59 360 1-Apr-30 $109,278.57 80.00
8114847 WILMINGTON DE 19802 SFD 9.750 7.500 $323.90 360 1-Apr-30 $37,592.31 65.00
8116195 DES MOINES IA 50317 SFD 9.500 7.500 $491.90 360 1-Apr-30 $57,919.92 90.00
8118835 DEER PARK NY 11729 SFD 9.500 7.500 $1,712.82 360 1-Jun-30 $203,294.44 97.00
8119219 LAKE HAVASU CITY AZ 86404 SFD 9.750 7.500 $494.87 360 1-May-30 $57,463.45 90.00
8119774 ELK GROVE CA 95624 SFD 9.250 7.500 $697.22 360 1-May-30 $84,526.89 75.00
8120595 STAPLETON AL 36578 SFD 9.875 7.500 $547.06 360 1-Jun-30 $62,884.09 67.02
8128549 SOUTHBRIDGE MA 01550 MF3 10.250 7.500 $575.75 360 1-Apr-30 $64,084.82 89.99
8129219 COLUMBIA HEIGHTS MN 55421 SFD 9.125 7.500 $627.72 360 1-May-30 $76,923.79 89.97
8129440 AUSTIN TX 78703 SFD 9.250 7.500 $1,974.42 360 1-May-30 $239,368.23 80.00
8131510 COLLEGE STATION TX 77840 SFD 9.500 7.500 $437.24 360 1-May-30 $51,870.09 80.00
8132435 AMHERST NY 14226 SFD 9.500 7.500 $798.81 360 1-Jul-30 $94,858.70 50.13
8135175 INDIANAPOLIS IN 46229 MF2 9.500 7.500 $620.55 360 1-May-30 $73,615.60 90.00
8138199 YUMA AZ 85364 SFD 9.250 7.500 $462.75 360 1-Jul-30 $56,161.85 90.00
8139070 WHITE BEAR TNSP MN 55110 SFD 9.375 7.500 $831.75 360 1-Jun-30 $99,795.63 61.03
8139389 ST PAUL MN 55104 MF4 10.500 7.500 $1,103.18 360 1-May-30 $120,356.12 90.00
8140032 PEMBROKE PINES FL 33028 SFD 9.000 7.500 $1,062.10 360 1-Jun-30 $131,708.34 80.00
8142855 MARIETTA GA 30066 SFD 9.500 7.500 $1,086.72 360 1-May-30 $128,916.23 88.34
8143749 OZARK MO 65721 SFD 8.750 7.500 $503.49 360 1-Jun-30 $63,851.10 62.75
8143896 WEST LAFAYETTE IN 47906 SFD 9.250 7.500 $1,021.76 360 1-May-30 $123,816.35 90.00
8146556 OMAHA NE 68122 SFD 9.875 7.500 $320.07 360 1-May-30 $36,774.90 97.00
8149760 LACONIA NH 03246 MF3 9.750 7.500 $688.18 360 1-May-30 $79,910.09 90.00
8150703 CHARLESTON SC 29403 SFD 9.625 7.500 $343.40 360 1-May-30 $40,301.64 80.00
8150850 SHREWSBURY MA 01545 SFD 9.750 7.500 $1,073.02 360 1-Jul-30 $124,716.79 90.00
8151480 HOUMA LA 70360 SFD 9.500 7.500 $1,182.66 360 1-Jun-30 $140,369.97 97.00
8152084 OMAHA NE 68122 SFD 9.000 7.500 $1,055.66 360 1-Jun-30 $130,910.12 80.00
8155002 MENTOR ON LAKE OH 44060 SFD 8.875 7.500 $827.47 360 1-Jun-30 $103,459.74 80.00
8155031 COLUMBUS OH 43206 MF2 9.625 7.500 $387.60 360 1-May-30 $45,488.98 80.00
8160994 CHINO CA 91710 LCO 9.750 7.500 $405.95 360 1-Jun-30 $47,160.75 75.00
8161322 TOWAMENCIN TWP. PA 19446 LCO 9.250 7.500 $490.15 360 1-May-30 $59,423.15 90.00
8163492 ROCHESTER NH 03867 MF4 9.375 7.500 $1,186.49 360 1-Jul-30 $142,432.19 90.00
8164408 NORTH RICHLAND HI TX 76180 SFD 9.875 7.500 $625.21 360 1-Jun-30 $71,867.54 90.00
8165071 RACINE WI 53403 SFD 8.750 7.500 $1,466.41 360 1-Jul-30 $186,071.64 80.00
8167257 PITTSFIELD MA 01201 MF4 9.875 7.500 $701.80 360 1-Jul-30 $80,708.93 90.00
8171368 CHEYENNE WY 82001 SFD 9.125 7.500 $497.94 360 1-Jun-30 $61,061.50 90.00
8175319 ALEXANDRIA VA 22304 LCO 9.750 7.500 $1,063.20 360 1-Jul-30 $123,575.40 75.00
8175996 FALLON NV 89406 MF3 9.500 7.500 $1,282.72 360 1-Jun-30 $152,246.28 90.00
8176672 BETHLEHEM PA 18017 SFD 10.125 7.500 $778.19 360 1-Jul-30 $87,333.11 90.00
8177169 ST SIMONS GA 31522 LCO 9.250 7.500 $849.00 360 1-Jun-30 $102,578.86 80.00
8177648 LAUGHLIN NV 89029 SFD 9.750 7.500 $702.36 360 1-Jul-30 $81,634.65 75.00
8178320 LORAIN OH 44052 SFD 9.250 7.500 $287.94 360 1-Jul-30 $34,945.13 90.00
8178559 LA VERNIA TX 78121 SFD 10.000 7.500 $484.86 360 1-Aug-30 $55,200.91 61.39
8184280 GENESEO IL 61254 SFD 10.000 7.500 $724.00 360 1-Jul-30 $82,389.59 73.33
8185805 PORT ARTHUR TX 77642 SFD 9.375 7.500 $463.91 360 1-Jun-30 $55,655.33 97.00
8186526 LUBBOCK TX 79413 SFD 9.375 7.500 $475.34 360 1-Jul-30 $57,062.75 90.00
8189645 LAKE HAVASU CITY AZ 86403 LCO 9.750 7.500 $479.41 360 1-Jul-30 $55,721.26 90.00
8192283 COMMERCE GA 30565 SFD 8.875 7.500 $385.81 360 1-Aug-30 $48,432.98 97.00
8193970 CORPUS CHRISTI TX 78414 SFD 9.500 7.500 $737.85 360 1-Jul-30 $87,619.49 90.00
8198078 APPLE VALLEY CA 92308 SFD 9.875 7.500 $465.87 360 1-Jul-30 $53,576.26 72.50
8198439 AVONDALE AZ 85323 SFD 9.500 7.500 $975.81 360 1-Aug-30 $115,935.39 74.99
8199148 BRANSON MO 65616 SFD 9.500 7.500 $840.85 360 1-Sep-30 $99,950.82 66.67
8199698 GRANBURY TX 76048 SFD 9.625 7.500 $475.14 360 1-Jun-30 $55,791.60 65.00
8202679 MASON OH 45040 SFD 9.625 7.500 $1,019.99 360 1-Jul-30 $119,826.14 75.00
8205219 GOLDSBORO NC 27530 SFD 9.500 7.500 $1,473.18 360 1-Jul-30 $174,939.41 80.00
8206026 BOULDER CO 80303 LCO 9.125 7.500 $839.06 360 1-Jul-30 $102,959.10 75.00
8208382 CHATSWORTH GA 30705 MAN 9.500 7.500 $814.81 360 1-Aug-30 $96,807.30 97.00
8214599 BOISE ID 83705 MF4 8.875 7.500 $1,382.04 360 1-Jul-30 $173,405.69 90.00
8214606 BOISE ID 83705 MF4 8.875 7.500 $1,382.04 360 1-Jul-30 $173,405.69 90.00
8217634 EMPORIA KS 66801 SFD 9.750 7.500 $647.54 360 1-Jul-30 $75,242.79 97.00
8221168 RED FEATHER LAKES CO 80545 SFD 9.625 7.500 $1,784.98 360 1-Jul-30 $209,695.75 49.65
8225076 SPRINGFIELD MA 01108 MF2 9.750 7.500 $456.21 360 1-Aug-30 $53,050.26 90.00
8225929 TUCSON AZ 85742 SFD 9.750 7.500 $1,262.57 360 1-Jul-30 $146,729.60 97.00
8228106 LAKEWOOD OH 44107 MF3 9.250 7.500 $1,136.53 360 1-Aug-30 $138,006.20 90.00
8240852 PLAINVIEW TX 79072 SFD 9.500 7.500 $538.15 360 1-Aug-30 $63,936.79 80.00
8240938 ROCKPORT TX 78382 SFD 9.125 7.500 $813.63 360 1-Aug-30 $99,893.17 80.00
8243753 CHEYENNE WY 82001 SFD 10.375 7.500 $570.41 360 1-Aug-30 $62,919.57 90.00
8248185 HAWLEY PA 18428 SFD 9.500 7.500 $580.19 360 1-Aug-30 $68,931.85 69.70
$53,622,036.10
</TABLE>
TABLE (CONTINUED)
(i) (xii) (xiii) (xv) (xvi)
-------- --------- ------- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER CODE FEE FEE YIELD
-------- --------- ------- ------- --------
5018088 0.250 0.017 0.000
5045055 0.250 0.017 0.108
5045478 0.250 0.017 0.358
5073813 0.250 0.017 0.483
5080798 17 0.250 0.017 0.983
5090863 0.250 0.017 0.733
5115721 0.250 0.017 1.108
5122446 33 0.250 0.017 0.983
5134798 0.250 0.017 1.358
5142611 0.250 0.017 1.983
5143777 33 0.250 0.017 1.108
5143779 33 0.250 0.017 1.108
5143781 33 0.250 0.017 1.108
5145661 0.250 0.017 1.358
5148539 0.250 0.017 0.608
5148769 0.250 0.017 1.358
5149123 33 0.250 0.017 1.233
5153966 0.250 0.017 1.608
5153972 0.250 0.017 1.608
5156968 0.250 0.017 1.483
5157534 12 0.250 0.017 1.108
5157872 0.250 0.017 1.733
5159541 0.250 0.017 1.733
5160061 0.250 0.017 1.483
5162924 0.250 0.017 0.733
5164424 0.250 0.017 1.858
5164458 33 0.250 0.017 1.733
5164527 0.250 0.017 1.858
5165165 0.250 0.017 2.108
5165552 33 0.250 0.017 2.233
5165807 0.250 0.017 0.858
5167856 33 0.250 0.017 1.733
5167909 33 0.250 0.017 1.733
5706780 33 0.250 0.017 1.733
5710128 33 0.250 0.017 1.483
5711129 01 0.250 0.017 2.108
5711868 01 0.250 0.017 1.858
5712208 0.250 0.017 1.108
5713382 12 0.250 0.017 1.608
5714250 0.250 0.017 1.358
5715111 0.250 0.017 1.608
5715175 01 0.250 0.017 1.983
5716350 12 0.250 0.017 1.733
5717738 01 0.250 0.017 1.483
5717757 0.250 0.017 1.233
5717956 33 0.250 0.017 1.483
5719582 33 0.250 0.017 1.608
5720980 0.250 0.017 1.108
5723076 33 0.250 0.017 1.608
5723618 0.250 0.017 1.733
5723829 33 0.250 0.017 1.608
5725238 01 0.250 0.017 1.608
5725847 11 0.250 0.017 1.483
5726411 12 0.250 0.017 1.483
5727213 0.250 0.017 1.983
5727218 0.250 0.017 1.608
5729150 12 0.250 0.017 1.358
5730371 0.250 0.017 1.233
5732861 01 0.250 0.017 2.108
5733746 33 0.250 0.017 2.233
5735148 01 0.250 0.017 1.733
5735152 33 0.250 0.017 1.733
5735607 06 0.250 0.017 1.608
5738731 12 0.250 0.017 1.233
5739630 06 0.250 0.017 1.483
5740657 0.250 0.017 1.483
5746067 0.250 0.017 1.233
5747273 33 0.250 0.017 2.358
5748007 33 0.250 0.017 1.733
5748857 0.250 0.017 1.358
5748963 0.250 0.017 2.358
5749197 33 0.250 0.017 1.608
5749903 0.250 0.017 0.608
5749915 06 0.250 0.017 1.483
5749923 06 0.250 0.017 1.233
5749932 0.250 0.017 0.858
5749950 0.250 0.017 2.108
5749960 0.250 0.017 1.483
5749984 0.250 0.017 1.858
5749988 0.250 0.017 0.983
5750016 0.250 0.017 1.858
5750058 0.250 0.017 0.733
5750060 0.250 0.017 0.858
5750075 0.250 0.017 0.983
5750083 0.250 0.017 1.608
5750086 06 0.250 0.017 1.733
5750103 0.250 0.017 0.983
5750114 0.250 0.017 1.608
5750115 33 0.250 0.017 2.108
5750119 0.250 0.017 1.358
5750142 0.250 0.017 0.983
5750154 0.250 0.017 0.983
5750157 0.250 0.017 1.233
5750162 0.250 0.017 1.358
5750168 0.250 0.017 1.358
5750171 0.250 0.017 1.358
5750176 0.250 0.017 1.733
5750183 0.250 0.017 0.983
5750189 0.250 0.017 1.608
5750192 0.250 0.017 1.108
5750195 0.250 0.017 1.233
5750325 0.250 0.017 2.108
5750342 0.250 0.017 0.983
5750352 0.250 0.017 1.733
5750361 0.250 0.017 1.483
5750435 0.250 0.017 1.108
5750446 0.250 0.017 1.108
5750460 0.250 0.017 1.233
5750472 06 0.250 0.017 1.108
5750488 0.250 0.017 1.858
5750502 0.250 0.017 0.608
5750515 0.250 0.017 1.233
5750528 0.250 0.017 0.733
5750533 0.250 0.017 1.233
5750547 06 0.250 0.017 1.733
5750575 0.250 0.017 0.733
5750577 11 0.250 0.017 1.483
5750600 01 0.250 0.017 1.483
5750607 0.250 0.017 0.983
5750620 0.250 0.017 2.233
5750686 0.250 0.017 1.483
5750698 0.250 0.017 0.608
5750760 06 0.250 0.017 1.108
5750920 0.250 0.017 1.358
5751087 0.250 0.017 1.108
5751101 0.250 0.017 0.733
5751116 0.250 0.017 1.483
5751129 0.250 0.017 1.108
5751189 0.250 0.017 1.608
5751205 0.250 0.017 1.358
5751213 0.250 0.017 1.358
5751225 0.250 0.017 1.483
5751230 0.250 0.017 0.483
5751239 0.250 0.017 0.858
5751251 0.250 0.017 1.358
5751272 06 0.250 0.017 1.483
5751298 0.250 0.017 0.733
5751311 0.250 0.017 1.108
5751370 0.250 0.017 1.608
5751378 0.250 0.017 0.983
5751391 06 0.250 0.017 1.733
5751392 0.250 0.017 1.108
5751397 0.250 0.017 1.858
5751398 11 0.250 0.017 1.733
5751410 0.250 0.017 1.733
5751443 11 0.250 0.017 1.608
5751448 0.250 0.017 1.608
5751463 0.250 0.017 1.608
5751465 0.250 0.017 1.233
5751469 0.250 0.017 0.983
5751483 11 0.250 0.017 0.983
5751485 33 0.250 0.017 1.358
5751492 0.250 0.017 1.108
5751496 0.250 0.017 1.108
5751506 0.250 0.017 1.108
5751511 0.250 0.017 2.233
5751516 0.250 0.017 1.108
5751522 0.250 0.017 1.108
5751527 0.250 0.017 1.983
5751535 0.250 0.017 1.358
5751556 0.250 0.017 1.233
5751572 0.250 0.017 1.733
5751612 0.250 0.017 1.733
5751623 0.250 0.017 0.858
5752287 0.250 0.017 1.108
5753568 0.250 0.017 1.858
5755702 33 0.250 0.017 2.233
5756130 06 0.250 0.017 0.983
5756136 0.250 0.017 1.733
5760415 0.250 0.017 0.983
5761278 0.250 0.017 0.608
5761298 0.250 0.017 1.233
5761323 0.250 0.017 0.983
5761351 0.250 0.017 1.108
5761363 33 0.250 0.017 1.108
5761389 0.250 0.017 1.858
5761404 0.250 0.017 1.608
5761426 0.250 0.017 1.733
5761480 0.250 0.017 1.483
5761492 0.250 0.017 0.608
5761494 0.250 0.017 0.733
5761498 0.250 0.017 1.858
5761511 01 0.250 0.017 2.108
5761516 0.250 0.017 1.483
5761520 0.250 0.017 1.233
5761522 0.250 0.017 0.483
5761657 0.250 0.017 0.983
5761704 0.250 0.017 0.733
5761724 0.250 0.017 1.108
5761741 0.250 0.017 1.733
5761755 0.250 0.017 0.983
5761769 0.250 0.017 1.108
5761795 0.250 0.017 0.983
5761803 0.250 0.017 1.733
5761806 0.250 0.017 1.608
5761828 01 0.250 0.017 2.108
5761829 0.250 0.017 1.233
5761839 0.250 0.017 1.858
5761865 0.250 0.017 1.858
5761871 0.250 0.017 0.733
5761926 0.250 0.017 0.983
5761971 05 0.250 0.017 1.108
5762053 0.250 0.017 1.858
5762165 0.250 0.017 1.233
5762738 01 0.250 0.017 1.608
5762788 0.250 0.017 0.983
5762796 0.250 0.017 1.108
5762811 0.250 0.017 1.233
5762827 06 0.250 0.017 1.858
5762831 01 0.250 0.017 2.108
5762859 0.250 0.017 1.108
5762883 0.250 0.017 1.108
5762913 06 0.250 0.017 1.483
5762977 0.250 0.017 1.108
5762993 0.250 0.017 1.733
5763000 0.250 0.017 1.733
5763027 0.250 0.017 0.733
5763167 0.250 0.017 1.483
5763187 06 0.250 0.017 1.858
5763201 0.250 0.017 1.108
5763245 0.250 0.017 1.608
5763277 0.250 0.017 1.108
5763301 0.250 0.017 1.608
5763333 0.250 0.017 1.483
5767383 33 0.250 0.017 2.108
5767954 38 0.250 0.017 1.608
5770527 01 0.250 0.017 1.733
5773315 0.250 0.017 1.983
5773724 33 0.250 0.017 1.858
5778390 0.250 0.017 1.483
5779622 0.250 0.017 1.483
5781167 0.250 0.017 1.608
5781652 0.250 0.017 1.108
5783940 0.250 0.017 0.983
5789014 0.250 0.017 1.108
5792459 24 0.250 0.017 1.233
5793783 0.250 0.017 1.483
5801163 0.250 0.017 0.733
5806482 33 0.250 0.017 1.358
7372715 0.250 0.017 0.608
7574543 0.250 0.017 0.358
7575801 0.250 0.017 0.483
7618715 0.250 0.017 0.733
7620614 0.250 0.017 0.000
7625850 0.250 0.017 0.858
7648612 06 0.250 0.017 0.483
7661812 06 0.250 0.017 0.233
7666513 0.250 0.017 0.483
7676333 0.250 0.017 0.000
7711591 0.250 0.017 1.483
7750258 0.250 0.017 0.733
7764998 06 0.250 0.017 0.483
7810928 01 0.250 0.017 0.733
7816383 17 0.250 0.017 0.983
7818708 0.250 0.017 1.108
7818747 0.250 0.017 1.108
7821569 0.250 0.017 1.233
7822085 0.250 0.017 1.233
7829334 33 0.250 0.017 1.358
7830807 01 0.250 0.017 1.483
7837273 0.250 0.017 1.608
7839946 0.250 0.017 0.983
7841038 17 0.250 0.017 0.000
7843155 01 0.250 0.017 1.233
7846941 13 0.250 0.017 1.233
7854928 0.250 0.017 0.858
7860491 0.250 0.017 0.483
7865650 01 0.250 0.017 1.233
7878302 0.250 0.017 0.858
7887951 0.250 0.017 1.608
7894761 01 0.250 0.017 0.733
7897704 0.250 0.017 1.983
7905880 0.250 0.017 0.983
7914269 01 0.250 0.017 1.233
7917287 01 0.250 0.017 1.608
7919975 01 0.250 0.017 1.358
7950877 0.250 0.017 1.358
7951599 11 0.250 0.017 1.483
7952456 01 0.250 0.017 1.983
7955435 13 0.250 0.017 0.108
7957080 33 0.250 0.017 1.108
7957193 11 0.250 0.017 1.733
7957474 0.250 0.017 0.733
7957826 0.250 0.017 2.233
7967668 01 0.250 0.017 1.233
7973881 33 0.250 0.017 0.983
7974062 0.250 0.017 1.483
7979661 0.250 0.017 0.983
7980281 33 0.250 0.017 2.108
7980286 33 0.250 0.017 2.108
7982865 06 0.250 0.017 1.858
7987195 13 0.250 0.017 1.483
7988056 33 0.250 0.017 1.483
7988382 0.250 0.017 0.733
7988726 11 0.250 0.017 2.108
7989058 01 0.250 0.017 0.983
7989533 0.250 0.017 0.858
7990107 01 0.250 0.017 1.108
7990385 17 0.250 0.017 0.483
7994150 0.250 0.017 0.983
7995950 17 0.250 0.017 1.608
7995959 01 0.250 0.017 1.608
7996359 33 0.250 0.017 0.108
7998546 0.250 0.017 0.483
7999468 33 0.250 0.017 1.233
8000928 13 0.250 0.017 0.858
8002278 33 0.250 0.017 1.608
8003115 01 0.250 0.017 1.733
8004286 0.250 0.017 0.108
8004303 06 0.250 0.017 0.233
8005596 0.250 0.017 0.983
8007931 11 0.250 0.017 1.608
8008767 11 0.250 0.017 1.233
8013471 11 0.250 0.017 2.233
8013950 01 0.250 0.017 1.233
8015032 01 0.250 0.017 0.983
8016726 17 0.250 0.017 1.233
8018420 11 0.250 0.017 0.608
8018615 0.250 0.017 1.233
8020140 11 0.250 0.017 1.608
8023055 33 0.250 0.017 1.483
8023131 0.250 0.017 1.733
8024775 0.250 0.017 0.858
8028772 33 0.250 0.017 1.608
8029237 33 0.250 0.017 1.608
8029404 01 0.250 0.017 1.233
8029591 0.250 0.017 1.733
8030559 11 0.250 0.017 1.108
8031921 0.250 0.017 1.483
8031937 06 0.250 0.017 1.233
8032098 33 0.250 0.017 2.483
8033595 13 0.250 0.017 1.983
8033644 33 0.250 0.017 1.983
8033962 01 0.250 0.017 1.858
8035085 06 0.250 0.017 2.233
8036463 01 0.250 0.017 1.733
8037566 0.250 0.017 1.358
8037591 0.250 0.017 1.358
8038243 0.250 0.017 1.108
8039079 33 0.250 0.017 2.108
8041025 11 0.250 0.017 2.233
8042429 0.250 0.017 1.358
8042920 0.250 0.017 1.858
8044046 11 0.250 0.017 2.483
8044749 0.250 0.017 1.733
8046552 0.250 0.017 2.483
8046870 33 0.250 0.017 1.233
8047028 01 0.250 0.017 0.858
8047323 0.250 0.017 1.358
8048292 33 0.250 0.017 1.608
8048723 0.250 0.017 1.108
8050010 11 0.250 0.017 1.733
8051287 0.250 0.017 2.108
8053677 11 0.250 0.017 1.233
8053854 01 0.250 0.017 2.358
8055271 11 0.250 0.017 1.483
8055886 0.250 0.017 0.608
8057501 06 0.250 0.017 1.483
8058665 17 0.250 0.017 1.358
8060091 01 0.250 0.017 1.233
8060752 11 0.250 0.017 1.608
8061854 13 0.250 0.017 0.983
8062814 33 0.250 0.017 1.358
8065836 0.250 0.017 1.733
8066496 0.250 0.017 1.608
8068764 06 0.250 0.017 1.983
8069041 0.250 0.017 1.233
8071905 17 0.250 0.017 0.983
8072240 01 0.250 0.017 1.483
8072445 0.250 0.017 1.858
8073476 11 0.250 0.017 1.733
8073783 0.250 0.017 1.733
8074107 11 0.250 0.017 1.733
8075987 33 0.250 0.017 1.983
8075998 01 0.250 0.017 1.108
8076513 0.250 0.017 1.608
8076530 01 0.250 0.017 0.858
8077302 01 0.250 0.017 1.983
8077721 0.250 0.017 2.483
8078772 0.250 0.017 1.858
8078819 01 0.250 0.017 1.608
8079875 01 0.250 0.017 2.108
8080696 0.250 0.017 1.608
8083127 0.250 0.017 1.483
8083147 0.250 0.017 1.483
8084883 0.250 0.017 1.358
8086291 33 0.250 0.017 1.108
8087252 24 0.250 0.017 1.108
8090614 0.250 0.017 2.108
8090919 0.250 0.017 1.608
8091965 06 0.250 0.017 1.733
8094528 0.250 0.017 1.983
8094535 0.250 0.017 1.358
8095368 0.250 0.017 1.233
8095765 0.250 0.017 1.108
8095819 0.250 0.017 1.483
8098366 01 0.250 0.017 1.733
8098630 0.250 0.017 1.233
8098657 0.250 0.017 1.358
8101992 01 0.250 0.017 1.108
8102600 01 0.250 0.017 1.733
8103495 0.250 0.017 0.733
8103795 0.250 0.017 1.358
8107150 0.250 0.017 1.608
8107194 06 0.250 0.017 1.733
8108282 01 0.250 0.017 1.733
8108840 33 0.250 0.017 0.733
8110519 13 0.250 0.017 1.358
8110566 11 0.250 0.017 1.108
8110592 11 0.250 0.017 1.108
8111712 0.250 0.017 1.608
8113842 06 0.250 0.017 1.733
8114509 0.250 0.017 1.858
8114847 0.250 0.017 1.983
8116195 01 0.250 0.017 1.733
8118835 11 0.250 0.017 1.733
8119219 11 0.250 0.017 1.983
8119774 0.250 0.017 1.483
8120595 0.250 0.017 2.108
8128549 06 0.250 0.017 2.483
8129219 01 0.250 0.017 1.358
8129440 0.250 0.017 1.483
8131510 0.250 0.017 1.733
8132435 0.250 0.017 1.733
8135175 06 0.250 0.017 1.733
8138199 01 0.250 0.017 1.483
8139070 0.250 0.017 1.608
8139389 01 0.250 0.017 2.733
8140032 0.250 0.017 1.233
8142855 33 0.250 0.017 1.733
8143749 0.250 0.017 0.983
8143896 33 0.250 0.017 1.483
8146556 01 0.250 0.017 2.108
8149760 33 0.250 0.017 1.983
8150703 0.250 0.017 1.858
8150850 06 0.250 0.017 1.983
8151480 01 0.250 0.017 1.733
8152084 0.250 0.017 1.233
8155002 0.250 0.017 1.108
8155031 0.250 0.017 1.858
8160994 0.250 0.017 1.983
8161322 01 0.250 0.017 1.483
8163492 11 0.250 0.017 1.608
8164408 01 0.250 0.017 2.108
8165071 0.250 0.017 0.983
8167257 33 0.250 0.017 2.108
8171368 01 0.250 0.017 1.358
8175319 0.250 0.017 1.983
8175996 01 0.250 0.017 1.733
8176672 33 0.250 0.017 2.358
8177169 0.250 0.017 1.483
8177648 0.250 0.017 1.983
8178320 06 0.250 0.017 1.483
8178559 0.250 0.017 2.233
8184280 0.250 0.017 2.233
8185805 13 0.250 0.017 1.608
8186526 33 0.250 0.017 1.608
8189645 01 0.250 0.017 1.983
8192283 33 0.250 0.017 1.108
8193970 33 0.250 0.017 1.733
8198078 0.250 0.017 2.108
8198439 0.250 0.017 1.733
8199148 0.250 0.017 1.733
8199698 0.250 0.017 1.858
8202679 0.250 0.017 1.858
8205219 0.250 0.017 1.733
8206026 0.250 0.017 1.358
8208382 33 0.250 0.017 1.733
8214599 13 0.250 0.017 1.108
8214606 13 0.250 0.017 1.108
8217634 06 0.250 0.017 1.983
8221168 0.250 0.017 1.858
8225076 06 0.250 0.017 1.983
8225929 11 0.250 0.017 1.983
8228106 01 0.250 0.017 1.483
8240852 0.250 0.017 1.733
8240938 0.250 0.017 1.358
8243753 06 0.250 0.017 2.608
8248185 0.250 0.017 1.733
COUNT: 479
WAC: 9.117018471
WAM: 353.6975646
WALTV: 79.60866966
<PAGE>
EXHIBIT F-2C
[Schedule of Group III Mortgage Loans Serviced by WFHM in Frederick, Maryland]
<TABLE>
WFALT
WFALT 2000-01 EXHIBIT F-2C
30 YEAR FIXED RATE NON CONFORMING LIMIT LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii)
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
---------------------------------------------------------------------------------------------------
5088540 OAK BEACH NY 11702 SFD 8.875 7.500 $2,100.51 360
5123074 MOBILE AL 36619 SFD 7.875 7.500 $1,845.31 360
5163283 ALPHARETTA GA 30004 SFD 9.125 7.500 $2,989.29 360
5163307 SAG HARBOR NY 11963 SFD 8.500 7.500 $3,783.06 360
5164893 COPPELL TX 75019 SFD 8.750 7.500 $2,391.57 360
5734984 NEW YORK NY 10128 HCO 8.875 7.500 $2,136.31 360
5746710 NEW YORK NY 10017 HCO 9.625 7.500 $3,399.96 360
5750585 VANCOUVER WA 98683 SFD 8.750 7.500 $2,895.06 360
5750751 BOWIE MD 20721 SFD 9.625 7.500 $3,136.46 360
5750769 LEMONT IL 60439 SFD 9.500 7.500 $2,287.12 360
5750777 MIDLOTHIAN VA 23112 SFD 8.625 7.500 $2,333.37 360
5751168 SANTA CRUZ CA 95060 SFD 8.875 7.500 $2,327.26 360
5751405 GALT CA 95632 SFD 8.875 7.500 $2,197.97 360
5755766 NORFOLK VA 23505 SFD 8.625 7.500 $2,002.03 360
5755992 NEW YORK NY 10128 COP 9.500 7.500 $5,045.13 360
5757269 GLENEDEN BEACH OR 97388 SFD 9.500 7.500 $2,695.78 360
5761307 CHESTERFIELD VA 23838 SFD 9.000 7.500 $2,376.86 360
5761413 CHINO HILLS CA 91709 SFD 8.875 7.500 $2,609.72 360
5761435 SANGER CA 93657 SFD 8.375 7.500 $2,198.13 360
5761463 COLUMBIA MD 21044 SFD 8.500 7.500 $1,999.18 360
5761728 UNIVERSITY PARK TX 75205 SFD 8.875 7.500 $2,386.93 360
5761950 SANTA FE NM 87505 SFD 9.125 7.500 $2,147.99 360
5761954 LOS ANGELES CA 90029 SFD 9.000 7.500 $2,935.27 360
5762142 SPRING TX 77379 SFD 9.000 7.500 $2,639.16 360
5762949 SOQUEL CA 95073 SFD 8.875 7.500 $3,580.40 360
5763038 SANTA CRUZ CA 95060 SFD 8.875 7.500 $2,227.81 360
5763353 SPRING TX 77379 SFD 8.500 7.500 $2,706.58 360
5765565 WOODSTOCK GA 30188 SFD 9.125 7.500 $3,124.35 360
5766482 CLEBURNE TX 76031 SFD 8.750 7.500 $3,146.81 360
5767237 KETCHUM ID 83340 SFD 8.875 7.500 $2,386.93 360
5776883 FREMONT CA 94536 SFD 9.125 7.500 $3,086.92 360
5791757 SAN FRANCISCO CA 94124 SFD 8.875 7.500 $2,355.11 360
5800143 MABANK TX 75147 SFD 8.625 7.500 $2,624.46 360
7648049 LAUPAHOEHOE HI 96764 SFD 7.500 7.233 $2,989.14 360
7655025 PLEASANTON CA 94566 SFD 7.250 6.983 $2,363.06 360
7669107 GAINESVILLE VA 20155 SFD 7.750 7.483 $1,846.91 360
7671061 GAINESVILLE VA 20155 SFD 7.000 6.733 $1,774.69 360
7687660 SANTA CLARA CA 95054 SFD 7.500 7.233 $2,097.64 360
7736810 BOWIE MD 20721 SFD 8.000 7.500 $2,047.68 360
7847595 LOUISVILLE KY 40223 SFD 8.500 7.500 $1,968.42 360
7851582 ATLANTA GA 30328 SFD 8.375 7.500 $2,280.22 360
7912581 ELLICOTT CITY MD 21043 SFD 8.875 7.500 $2,899.73 360
7938797 ALAMEDA CA 94501 SFD 8.250 7.500 $1,988.63 360
7993817 MIAMI FL 33143 SFD 9.500 7.500 $2,995.54 360
7996704 WHITE PLAINS NY 10605 SFD 8.250 7.500 $4,845.67 360
8002949 ALAMO CA 94507 SFD 8.500 7.500 $3,348.62 360
8015077 LONG BEACH CA 90803 MF3 8.125 7.500 $4,826.23 360
8027901 OCEAN CITY NJ 08226 LCO 9.000 7.500 $3,379.41 360
8038390 AVALON NJ 08202 SFD 9.250 7.500 $2,369.31 360
8049532 SAN CARLOS CA 94070 SFD 9.125 7.500 $3,091.81 360
8050383 ROCHESTER MI 48307 SFD 9.125 7.500 $3,775.26 360
8059430 PUNTA GORDA FL 33955 LCO 9.375 7.500 $2,969.35 360
8095668 JACKSON HEIGHTS NY 11372 MF3 9.125 7.500 $3,213.85 360
8098599 LOS ANGELES CA 90049 LCO 9.375 7.500 $2,657.44 360
8120638 ANAHOLA HI 96703 MF2 9.125 7.500 $8,136.33 360
8143710 PALM SPRINGS CA 92262 SFD 9.500 7.500 $5,045.13 360
8165845 ASPEN CO 81611 SFD 9.500 7.500 $2,522.56 360
8172886 TOWSON MD 21204 SFD 8.750 7.500 $2,649.21 360
8177979 SALINAS CA 93906 SFD 8.750 7.500 $2,171.29 360
8188064 WEST HARTFORD CT 06117 SFD 9.750 7.500 $3,434.47 360
8211309 LOUISVILLE KY 40207 SFD 9.625 7.500 $2,719.97 360
8213868 DULUTH GA 30097 SFD 9.125 7.500 $2,278.17 360
8214313 LOS ANGELES CA 90025 LCO 9.125 7.500 $2,440.90 360
8217302 SANTA CLARA CA 95050 SFD 9.125 7.500 $2,965.69 360
8233097 SAN BRUNO CA 94066 SFD 8.375 7.500 $3,040.29 360
8237258 SAN CARLOS CA 94070 SFD 8.250 7.500 $4,085.01 360
WFALT
WFALT 2000-01 EXHIBIT 2
30 YEAR FIXED RATE NON CONFORMING LIMIT LOANS
(continued)
<CAPTION>
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
------- ----------- ------------------------------------------------------------
5088540 1-Mar-30 $238,896.22 80.00 0.250 0.017 1.108
5123074 1-Jan-30 $161,696.49 66.45 0.250 0.017 0.108
5163283 1-Mar-30 $365,999.75 74.99 0.250 0.017 1.358
5163307 1-Apr-30 $490,179.66 80.00 0.250 0.017 0.733
5164893 1-May-30 $303,112.64 80.00 0.250 0.017 0.983
5734984 1-Feb-30 $267,264.14 75.00 0.250 0.017 1.108
5746710 1-Jul-30 $389,299.86 78.43 0.250 0.017 1.858
5750585 1-Jan-30 $366,037.89 80.00 0.250 0.017 0.983
5750751 1-Apr-30 $367,916.48 78.18 0.250 0.017 1.858
5750769 1-May-30 $271,320.40 74.93 0.250 0.017 1.733
5750777 1-May-30 $298,205.37 70.59 0.250 0.017 0.858
5751168 1-May-30 $291,667.91 65.00 0.250 0.017 1.108
5751405 1-Apr-30 $275,303.44 85.00 33 0.250 0.017 1.108
5755766 1-May-30 $256,629.17 90.00 17 0.250 0.017 0.858
5755992 1-Jul-30 $599,107.58 64.86 0.250 0.017 1.733
5757269 1-Jul-30 $320,123.15 70.00 0.250 0.017 1.733
5761307 1-May-30 $294,575.05 80.00 0.250 0.017 1.233
5761413 1-May-30 $327,066.86 50.46 0.250 0.017 1.108
5761435 1-Feb-30 $287,726.35 87.64 33 0.250 0.017 0.608
5761463 1-May-30 $259,201.22 79.51 0.250 0.017 0.733
5761728 1-May-30 $299,146.57 80.00 0.250 0.017 1.108
5761950 1-May-30 $263,262.08 80.00 0.250 0.017 1.358
5761954 1-May-30 $363,788.59 80.00 0.250 0.017 1.233
5762142 1-May-30 $327,090.65 80.00 0.250 0.017 1.233
5762949 1-May-30 $448,232.50 75.00 0.250 0.017 1.108
5763038 1-May-30 $279,203.39 65.88 0.250 0.017 1.108
5763353 1-May-30 $350,918.56 79.82 0.250 0.017 0.733
5765565 1-Aug-30 $383,589.75 65.08 0.250 0.017 1.358
5766482 1-Oct-30 $400,000.00 74.07 0.250 0.017 0.983
5767237 1-Jun-30 $299,319.78 73.17 0.250 0.017 1.108
5776883 1-Jul-30 $378,789.70 89.99 24 0.250 0.017 1.358
5791757 1-Sep-30 $295,834.06 80.00 0.250 0.017 1.108
5800143 1-Sep-30 $337,225.78 75.00 0.250 0.017 0.858
7648049 1-May-29 $309,271.45 75.00 0.250 0.017 0.000
7655025 1-May-29 $341,559.87 80.00 0.250 0.017 0.000
7669107 1-Aug-29 $255,142.93 79.99 0.250 0.017 0.000
7671061 1-Aug-29 $263,570.12 80.00 0.250 0.017 0.000
7687660 1-Jun-29 $296,263.22 76.83 0.250 0.017 0.000
7736810 1-Dec-29 $277,135.35 80.00 0.250 0.017 0.233
7847595 1-Aug-29 $253,725.90 80.00 0.250 0.017 0.733
7851582 1-Nov-29 $297,875.74 77.45 0.250 0.017 0.608
7912581 1-Apr-30 $363,201.19 79.71 0.250 0.017 1.108
7938797 1-Feb-30 $263,320.71 80.00 0.250 0.017 0.483
7993817 1-Sep-30 $356,074.77 75.00 0.250 0.017 1.733
7996704 1-Dec-29 $636,624.38 75.02 0.250 0.017 0.483
8002949 1-Jan-30 $433,057.15 73.81 0.250 0.017 0.733
8015077 1-Jan-30 $646,068.01 74.54 0.250 0.017 0.358
8027901 1-Apr-30 $418,597.48 80.00 0.250 0.017 1.233
8038390 1-Apr-30 $287,086.70 80.00 0.250 0.017 1.483
8049532 1-Mar-30 $378,551.72 56.72 0.250 0.017 1.358
8050383 1-Mar-30 $462,231.58 80.00 0.250 0.017 1.358
8059430 1-Apr-30 $355,896.91 70.00 0.250 0.017 1.608
8095668 1-Jul-30 $394,364.59 88.76 06 0.250 0.017 1.358
8098599 1-May-30 $318,680.55 59.97 0.250 0.017 1.608
8120638 1-Jun-30 $997,846.94 68.97 0.250 0.017 1.358
8143710 1-Jun-30 $598,805.39 63.16 0.250 0.017 1.733
8165845 1-Jun-30 $299,402.71 21.43 0.250 0.017 1.733
8172886 1-Jul-30 $336,164.53 59.60 0.250 0.017 0.983
8177979 1-Jul-30 $275,520.15 80.00 0.250 0.017 0.983
8188064 1-Jun-30 $398,994.86 65.00 0.250 0.017 1.983
8211309 1-Jul-30 $319,536.40 80.00 0.250 0.017 1.858
8213868 1-Jul-30 $279,549.58 80.00 0.250 0.017 1.358
8214313 1-Jul-30 $299,517.40 84.51 06 0.250 0.017 1.358
8217302 1-Jul-30 $363,913.65 72.47 0.250 0.017 1.358
8233097 1-Jul-30 $399,248.91 78.90 0.250 0.017 0.608
8237258 1-Aug-30 $543,054.16 75.00 0.250 0.017 0.483
$23,577,586.04
COUNT: 66
WAC: 8.828000791
WAM: 354.2082448
WALTV: 74.43408818
</TABLE>
<PAGE>
EXHIBIT F-3A
[Schedule of Group I Mortgage Loans Serviced by Other Servicers]
<TABLE>
WFALT
WFALT 2000-01 EXHIBIT F-3A
15 YEAR RELOCATION AND NON RELOCATION LOANS AND 30 YEAR FIXED RATE RELOCATION NON RELOCATION LOANS
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
-------- -------------------------------------------------------------------------------------------
5145998 DIAMOND BAR CA 91765 SFD 7.875 7.500 $3,272.15 180 1-Jul-14
5146007 RANDOLPH WI 53956 SFD 7.875 7.500 $ 692.37 180 1-Dec-14
5146012 WESTPORT CT 06880 SFD 6.875 6.608 $4,057.94 180 1-Jul-14
5146027 SAN JOSE CA 95133 SFD 7.750 7.483 $3,087.38 180 1-Nov-14
5146088 WOODBURY NY 11797 SFD 8.625 7.500 $4,960.40 180 1-Nov-14
5146096 WATERFORD MI 48327 SFD 7.500 7.233 $2,954.85 180 1-Jul-14
5146101 DUBLIN OH 43017 SFD 8.250 7.500 $2,546.62 180 1-Oct-14
5146138 AURORA CO 80016 SFD 8.125 7.500 $2,657.56 180 1-Sep-14
5146548 SHRUB OAK NY 10588 SFD 8.125 7.500 $2,888.65 180 1-Nov-14
5152352 HILLSBORO OR 97123 SFD 8.625 7.500 $2,678.62 180 1-Dec-14
5152361 PHOENIX AZ 85008 MF4 8.375 7.500 $ 818.11 180 1-Dec-14
5152373 LYNNWOOD WA 98037 MF4 8.125 7.500 $2,773.11 180 1-Jan-15
5156860 HOUSTON TX 77040 PUD 8.125 7.500 $2,618.08 180 1-Jan-15
5156866 JAMAICA NY 11432 MF2 7.875 7.500 $2,304.73 180 1-Jan-15
5712399 SYRACUSE NY 13208 MF2 8.125 7.500 $ 429.63 180 1-Dec-14
5723532 LAS VEGAS NV 89129 SFD 8.125 7.500 $2,143.38 180 1-Feb-15
5723533 TUCSON AZ 85705 SFD 8.250 7.500 $1,115.67 180 1-Sep-14
5723576 FORT LAUDERDALE FL 33312 MF4 8.875 7.500 $1,495.17 180 1-Jan-15
5723583 AUSTIN TX 78751 HCO 9.375 7.500 $ 262.80 180 1-Mar-15
5723590 AUSTIN TX 78751 HCO 9.375 7.500 $ 336.93 180 1-Mar-15
5723593 DENVER CO 80212 SFD 8.750 7.500 $1,063.41 180 1-Feb-15
5723608 NORTH HIGHLANDS CA 95660 SFD 8.875 7.500 $ 523.56 180 1-Jan-15
5723620 SPRINGFIELD MO 65807 SFD 8.500 7.500 $ 403.75 180 1-Jan-15
5723629 ALEXANDRIA VA 22309 SFD 8.625 7.500 $1,000.02 180 1-Dec-14
5723631 FT OGLETHORPE GA 30742 SFD 7.375 7.108 $ 979.72 180 1-Dec-14
5723641 GLENDALE AZ 85308 SFD 8.375 7.500 $ 967.65 180 1-Feb-15
5723647 TUCSON AZ 85748 SFD 8.125 7.500 $ 943.62 180 1-Dec-14
5723651 RUIDOSO DOWNS NM 88346 HCO 9.000 7.500 $ 507.65 180 1-Feb-15
5723654 CRAIG CO 81625 SFD 8.125 7.500 $ 577.73 180 1-Nov-14
5723673 OCEAN PARK WA 98640 SFD 8.500 7.500 $ 393.90 180 1-Nov-14
5723675 SNOWMASS VILLAGE CO 81615 SFD 7.375 7.108 $1,060.67 180 1-Aug-14
5723682 N MYRTLE BEACH SC 29582 HCO 7.375 7.108 $ 432.37 180 1-Oct-14
5723687 NORCROSS GA 30093 SFD 9.000 7.500 $ 843.87 180 1-Jan-15
5723691 ASHLAND OR 97520 SFD 8.125 7.500 $ 991.77 180 1-Jan-15
5723696 LOCKPORT IL 60441 SFD 8.750 7.500 $ 599.67 180 1-Jan-15
5723703 BEAVERTON OR 97007 SFD 8.750 7.500 $ 669.64 180 1-Jan-15
5723716 CHICAGO IL 60622 MF2 9.375 7.500 $1,083.35 180 1-Jan-15
5723727 APOPKA FL 32703 SFD 8.500 7.500 $ 738.55 180 1-Oct-14
5723734 S YARMOUTH MA 02664 MF2 9.250 7.500 $ 824.39 180 1-Nov-14
5723739 DURHAM NC 27707 SFD 8.500 7.500 $ 437.22 180 1-Sep-14
5723762 DURHAM NC 27707 SFD 8.500 7.500 $ 437.22 180 1-Sep-14
5723772 DURHAM NC 27704 SFD 8.500 7.500 $ 437.22 180 1-Sep-14
5723780 PORTSMOUTH VA 23702 SFD 8.500 7.500 $ 576.07 180 1-Dec-14
5723815 LITHONIA GA 30058 SFD 8.125 7.500 $ 775.32 180 1-Jan-15
5723821 NAUGATUCK CT 06770 MF2 8.250 7.500 $1,207.83 180 1-Nov-14
5724032 LOOKOUT MOUNTAIN GA 30750 SFD 8.000 7.500 $ 955.65 180 1-Jan-15
5724481 WASHINGTON DC 20016 HCO 8.000 7.500 $1,720.18 180 1-Oct-14
5729471 SAINT LOUIS MO 63131 PUD 8.375 7.500 $3,567.61 180 1-Dec-14
5744363 SAN JOSE CA 95125 SFD 8.500 7.500 $2,929.61 180 1-Apr-15
5769561 VAN NUYS CA 91405 SFD 8.625 7.500 $1,492.09 180 1-Jun-15
5775383 PT. RICHEY FL 34668 SFD 8.000 7.500 $ 387.04 180 1-Jun-15
5788736 MIAMI FL 33141 MF4 9.250 7.500 $1,934.88 180 1-Mar-15
5788904 OCEAN CITY NJ 08226 SFD 8.250 7.500 $5,093.24 180 1-Jun-15
5788918 FT. MYERS BEACH FL 33931 MF3 8.750 7.500 $1,878.96 180 1-May-15
5805941 CUPERTINO CA 95014 SFD 8.500 7.500 $3,938.96 180 1-Aug-15
WFALT
WFALT 2000-01 EXHIBIT 2
15 YEAR RELOCATION AND NON RELOCATION LOANS AND 30 YEAR FIXED RATE RELOCATION NON RELOCATION LOANS
(continued)
<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>
5145998 $ 328,991.51 63.30 0.250 0.017 0.108
5146007 $ 70,802.81 84.88 12 0.250 0.017 0.108
5146012 $ 432,337.45 70.00 0.250 0.017 0.000
5146027 $ 316,989.52 80.00 0.250 0.017 0.000
5146088 $ 484,209.85 76.92 0.250 0.017 0.858
5146096 $ 295,810.74 73.28 0.250 0.017 0.000
5146101 $ 253,252.33 69.81 0.250 0.017 0.483
5146138 $ 265,179.05 80.00 0.250 0.017 0.358
5146548 $ 289,117.19 75.00 0.250 0.017 0.358
5152352 $ 262,235.92 57.45 0.250 0.017 0.858
5152361 $ 81,285.60 90.00 13 0.250 0.017 0.608
5152373 $ 280,388.18 80.00 0.250 0.017 0.358
5156860 $ 264,713.75 78.58 0.250 0.017 0.358
5156866 $ 236,439.28 69.03 0.250 0.017 0.108
5712399 $ 42,782.90 97.00 0.250 0.017 0.358
5723532 $ 217,388.21 79.99 0.250 0.017 0.358
5723533 $ 110,595.63 63.19 0.250 0.017 0.483
5723576 $ 144,820.49 90.00 06 0.250 0.017 1.108
5723583 $ 24,877.62 65.00 0.250 0.017 1.608
5723590 $ 31,887.52 65.00 0.250 0.017 1.608
5723593 $ 103,648.09 80.00 0.250 0.017 0.983
5723608 $ 50,711.57 65.00 0.250 0.017 1.108
5723620 $ 39,430.48 45.05 0.250 0.017 0.733
5723629 $ 97,953.97 70.00 0.250 0.017 0.858
5723631 $ 64,612.08 75.00 0.250 0.017 0.000
5723641 $ 96,725.67 78.57 0.250 0.017 0.608
5723647 $ 95,099.32 70.00 0.250 0.017 0.358
5723651 $ 48,963.60 70.00 0.250 0.017 1.233
5723654 $ 58,048.55 50.00 0.250 0.017 0.358
5723673 $ 38,733.22 16.67 0.250 0.017 0.733
5723675 $ 108,737.56 36.37 0.250 0.017 0.000
5723682 $ 45,218.37 54.02 0.250 0.017 0.000
5723687 $ 81,160.76 80.00 0.250 0.017 1.233
5723691 $ 100,277.74 59.88 0.250 0.017 0.358
5723696 $ 18,131.35 80.00 0.250 0.017 0.983
5723703 $ 65,321.74 43.23 0.250 0.017 0.983
5723716 $ 102,021.05 47.50 0.250 0.017 1.608
5723727 $ 72,413.14 55.56 0.250 0.017 0.733
5723734 $ 77,733.72 90.00 0.250 0.017 1.483
5723739 $ 42,566.40 64.35 0.250 0.017 0.733
5723762 $ 39,527.74 64.35 0.250 0.017 0.733
5723772 $ 42,670.46 64.35 0.250 0.017 0.733
5723780 $ 56,830.52 90.00 01 0.250 0.017 0.733
5723815 $ 78,391.82 80.00 0.250 0.017 0.358
5723821 $ 120,493.34 88.93 0.250 0.017 0.483
5724032 $ 97,328.70 40.00 0.250 0.017 0.233
5724481 $ 173,523.79 80.00 0.250 0.017 0.233
5729471 $ 352,531.84 69.52 0.250 0.017 0.608
5744363 $ 292,477.88 70.00 0.250 0.017 0.733
5769561 $ 148,737.83 80.00 0.250 0.017 0.858
5775383 $ 37,007.10 91.22 0.250 0.017 0.233
5788736 $ 184,460.53 80.00 0.250 0.017 1.483
5788904 $ 519,003.05 70.00 0.250 0.017 0.483
5788918 $ 185,422.05 80.00 0.250 0.017 0.983
5805941 $ 397,780.91 57.14 0.250 0.017 0.733
$8,567,801.49
WFALT
WFALT 2000-01 EXHIBIT 2
15 YEAR RELOCATION AND NON RELOCATION LOANS AND 30 YEAR FIXED RATE RELOCATION NON RELOCATION LOANS
(continued)
<CAPTION>
(i) (xvii) (xviii)
----- ----------- -----------
<S> <C> <C>
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- --------------------------------------------------------------------------------
5145998 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146007 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146012 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146027 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146088 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146096 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146101 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146138 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5146548 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5152352 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152361 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152373 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5156860 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5156866 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5712399 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5723532 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723533 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723576 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723583 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723590 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723593 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723608 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723620 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723629 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723631 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723641 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723647 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723651 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723654 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723673 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723675 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723682 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723687 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723691 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723696 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723703 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723716 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723727 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723734 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723739 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723762 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723772 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723780 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723815 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723821 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724032 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724481 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5729471 BANK OF AMERICA, NA BANK OF AMERICA, NA
5744363 BANK OF AMERICA, NA BANK OF AMERICA, NA
5769561 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5775383 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5788736 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5788904 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5788918 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5805941 BANK OF AMERICA, NA BANK OF AMERICA, NA
COUNT: 55
WAC: 8.232282928
WAM: 170.3533713
WALTV: 71.34725128
</TABLE>
<PAGE>
EXHIBIT F-3B
[Schedule of Group II Mortgage Loans Serviced by Other Servicers]
WFALT
WFALT 2000-01 EXHIBIT F-3B
30 YEAR FIXED RATE CONFORMING LIMIT LOANS
<TABLE>
<CAPTION>
(i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi)
-------- ---- ----- ---- -------- -------- -------- ------- -------- --------- --------- --- -------
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE LTV SUBSIDY
-------- ---- ----- ---- ---- -------- -------- ------- -------- --------- --------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4980734 WEEHAWKEN NJ 07083 MF3 7.000 6.733 $2,086.73 360 1-Feb-29 $308,212.72 88.23
4996233 BROOKLYN NY 11217 MF3 7.875 7.500 $2,675.51 360 1-Feb-29 $363,591.58 90.00
5135890 LONG BRANCH NJ 07740 MF4 8.250 7.500 $966.89 360 1-Oct-29 $127,676.96 90.00
5136069 CHICAGO IL 60660 MF4 9.250 7.500 $3,397.65 360 1-Nov-29 $409,028.68 89.98
5136073 KISSIMMEE FL 34741 SFD 8.500 7.500 $922.70 360 1-Nov-29 $110,936.02 80.00
5150751 SOUTH LAKE TAHOE CA 96150 SFD 8.250 7.500 $1,014.21 360 1-Jan-30 $133,472.09 69.95
5150792 RIVERSIDE CA 92503 MF3 9.000 7.500 $1,070.15 360 1-Jan-30 $132,326.19 89.86
5151297 ENCINO CA 91316 LCO 9.000 7.500 $450.59 360 1-Jan-30 $55,716.30 80.00
5151428 CUDAY CA 90201 SFD 8.875 7.500 $605.29 360 1-Jan-30 $75,679.57 89.50
5152151 BRECKINRIDGE CO 80424 SFD 6.625 6.358 $896.16 360 1-Nov-28 $136,085.28 65.00
5152375 CHICAGO IL 60639 MF3 9.000 7.500 $1,605.23 360 1-Nov-29 $198,255.25 95.00
5152411 GURNEE IL 60031 PUD 8.875 7.500 $1,016.72 300 1-Jan-25 $121,366.59 90.00
5152442 AUSTELL GA 30106 SFD 8.750 7.500 $881.50 360 1-Jan-30 $111,452.49 90.00
5152462 GLENDALE HEIGHTS IL 60139 LCO 8.375 7.500 $1,047.38 360 1-Jan-30 $137,007.27 73.69
5152482 WARREN MI 48093 LCO 9.000 7.500 $737.84 360 1-Jan-30 $91,235.41 76.42
5152497 FLINT MI 48503 SFD 9.375 7.500 $285.30 360 1-Jan-30 $34,139.06 70.00
5152550 SOUTH HOLLAND IL 60471 SFD 9.250 7.500 $1,184.66 360 1-Jan-30 $143,306.96 90.00
5152565 TEMPE AZ 85284 SFD 9.000 7.500 $1,889.26 360 1-Jan-30 $233,610.42 89.99
5152577 COVINA CA 91723 MF3 8.875 7.500 $2,132.33 360 1-Jan-30 $266,607.06 80.00
5152593 TACOMA WA 98409 MF4 8.125 7.500 $1,095.19 360 1-Jan-30 $146,607.68 89.99
5152595 PHOENIX AZ 85032 SFD 8.125 7.500 $1,293.81 360 1-Jan-30 $173,195.85 85.00
5152622 LONG BEACH CA 90810 SFD 8.875 7.500 $1,034.34 360 1-Jan-30 $129,271.04 78.79
5152631 HACIENA HEIGHTS CA 91745 SFD 8.875 7.500 $1,545.54 360 1-Jan-30 $192,729.19 70.00
5152645 PHOENIX AZ 85018 LCO 8.125 7.500 $962.28 360 1-Dec-29 $128,472.39 80.00
5152666 CORONA CA 91719 SFD 8.875 7.500 $875.21 360 1-Jan-30 $109,428.29 75.86
5152683 PHOENIX AZ 85012 MF4 8.750 7.500 $1,036.73 360 1-Dec-29 $130,997.36 88.44
5155629 WASHINGTON DC 20009 MF3 8.000 7.500 $2,746.12 360 1-Jan-30 $371,928.71 74.85
5712166 LEXINGTON SC 29072 LCO 8.500 7.500 $768.91 360 1-Nov-29 $99,309.54 100.00
5722481 CLEARWATER FL 33767 LCO 9.500 7.500 $1,041.82 360 1-Mar-30 $123,354.33 70.00
5722482 PHOENIX AZ 85029 MF4 9.875 7.500 $965.17 360 1-Mar-30 $110,544.08 95.00
5722485 CHICAGO IL 60618 MF4 9.625 7.500 $1,892.93 360 1-Mar-30 $221,934.95 85.00
5722489 MILFORD NH 03055 MF2 9.875 7.500 $1,211.35 360 1-Feb-30 $138,978.11 90.00
5722492 NEW BRITAIN CT 06051 MF3 9.000 7.500 $448.98 360 1-Feb-30 $55,549.66 90.00
5722493 YOUNGSTOWN OH 44505 MF4 9.375 7.500 $848.80 360 1-Mar-30 $101,197.62 89.99
5722498 PITTSBURGH PA 15218 MF4 9.875 7.500 $703.36 360 1-Mar-30 $80,735.97 90.00
5722500 PALM SPRINGS CA 92262 LCO 9.750 7.500 $359.13 360 1-Mar-30 $41,660.10 89.89
5722505 SWEET HOME OR 97386 MF2 9.250 7.500 $644.98 360 1-Apr-30 $78,151.29 70.00
5722508 BALTIMORE MD 21218 MF3 9.125 7.500 $475.98 360 1-Mar-30 $58,277.02 90.00
5722511 NORFOLK VA 23508 MF2 9.625 7.500 $1,338.73 360 1-Mar-30 $156,958.99 90.00
5722512 DERBY CT 06418 MF2 9.750 7.500 $881.49 360 1-Mar-30 $102,256.67 90.00
5722518 CLEVELAND OH 44102 MF2 9.375 7.500 $516.52 360 1-Mar-30 $61,875.24 90.00
5722519 VIRGINIA BEACH VA 23456 SFD 8.500 7.500 $344.47 360 1-Feb-30 $44,577.44 80.00
5722520 PORTLAND OR 97214 SFD 8.750 7.500 $1,434.94 360 1-Apr-30 $181,758.77 80.00
5722522 SACRAMENTO CA 95831 SFD 8.625 7.500 $1,422.58 360 1-Mar-30 $182,106.87 70.00
5722523 BALTIMORE MD 21224 SFD 8.875 7.500 $477.39 360 1-Mar-30 $59,759.23 85.71
5722530 LA MESA CA 91942 SFD 8.750 7.500 $1,232.76 360 1-Mar-30 $154,863.72 74.62
5722534 SAN BERNARDINO CA 92410 MF4 9.000 7.500 $1,035.55 360 1-Feb-30 $128,122.62 90.00
5722543 WASHINGTON DC 20020 SFD 9.125 7.500 $1,197.67 360 1-Mar-30 $146,638.97 80.00
5722548 MIDDLETOWN IN 47356 SFD 9.250 7.500 $411.34 360 1-Mar-30 $49,809.32 80.00
5722563 CONYERS GA 30012 LCO 9.625 7.500 $267.75 360 1-Mar-30 $31,391.78 90.00
5722574 DALLAS TX 75240 LCO 9.500 7.500 $393.52 360 1-Mar-30 $46,633.33 90.00
5722576 RALEIGH NC 27609 SFD 9.375 7.500 $995.60 360 1-Mar-30 $119,226.09 90.00
5722582 ARLINGTON VA 22201 SFD 8.375 7.500 $1,147.71 360 1-Mar-30 $150,209.84 54.51
5722585 LIVINGSTON MT 59047 MF3 9.875 7.500 $903.08 360 1-Mar-30 $103,660.99 80.00
5722741 MUNCIE IN 47303 SFD 9.000 7.500 $394.67 360 1-Mar-30 $48,858.17 90.00
5722747 BENICIA CA 94510 SFD 8.875 7.500 $1,531.62 360 1-Mar-30 $191,727.59 70.00
5722751 LOS ANGELES CA 90018 MF3 9.375 7.500 $1,497.15 360 1-Mar-30 $179,348.58 75.00
5722752 LAS VEGAS NV 89107 SFD 9.375 7.500 $678.71 360 1-Apr-30 $81,347.86 80.00
5722757 LAGUNA WOODS CA 92653 LCO 8.875 7.500 $394.64 360 1-Mar-30 $49,400.98 80.00
5722763 INDIANAPOLIS IN 46201 SFD 9.375 7.500 $389.26 360 1-Mar-30 $46,630.64 90.00
5722765 HOUSTON TX 77061 SFD 8.875 7.500 $763.82 360 1-Apr-30 $95,671.05 80.00
5722767 GREEN VALLEY AZ 85614 SFD 9.250 7.500 $732.51 360 1-Apr-30 $88,757.64 70.00
5722774 MESA AZ 85201 MF4 9.875 7.500 $894.40 360 1-Apr-30 $102,711.34 89.57
5722777 DUNEDIN FL 34698 MF4 9.500 7.500 $961.10 360 1-Mar-30 $113,896.95 87.92
5722785 MERIDIAN ID 83642 SFD 8.375 7.500 $829.66 360 1-Mar-30 $107,828.41 95.00
5722786 LAS VEGAS NV 89109 MF4 9.500 7.500 $1,475.70 360 1-Apr-30 $174,971.69 90.00
5722789 BURNHAM IL 60633 HCO 9.750 7.500 $347.96 360 1-Mar-30 $40,363.76 90.00
5722810 FT LAUDERDALE FL 33309 LCO 9.875 7.500 $321.73 360 1-Mar-30 $36,929.17 89.93
5722836 INDIANAPOLIS IN 46226 MF2 8.875 7.500 $417.71 360 1-Feb-30 $52,258.37 70.00
5722869 PRINCE FREDERICK MD 20678 SFD 8.375 7.500 $760.08 360 1-Mar-30 $99,555.65 41.84
5723320 AGAWAM MA 01001 LCO 9.750 7.500 $369.44 360 1-Feb-30 $42,834.85 94.92
5723330 NEW ORLEANS LA 70114 SFD 9.500 7.500 $151.35 360 1-Feb-30 $17,927.21 90.00
5723344 PROVIDENCE RI 02908 MF3 9.875 7.500 $1,008.16 360 1-Mar-30 $115,721.48 90.00
5723357 PROVIDENCE RI 02908 MF3 9.875 7.500 $1,000.34 360 1-Mar-30 $114,824.46 90.00
5723367 LOUISVILLE KY 40214 SFD 8.500 7.500 $492.10 360 1-Feb-30 $63,682.06 80.00
5723369 PHILADELPHIA PA 19126 MF3 9.375 7.500 $647.94 360 1-Mar-30 $77,618.03 95.00
5723370 PHILADELPHIA PA 19140 SFD 9.875 7.500 $212.75 360 1-Mar-30 $24,420.09 70.00
5723373 TOLEDO OH 43604 MF3 9.875 7.500 $68.60 360 1-Mar-30 $7,873.25 88.66
5723375 PHILADELPHIA PA 19140 SFD 9.875 7.500 $217.09 360 1-Mar-30 $24,918.49 64.10
5723380 PHILADELPHIA PA 19134 SFD 9.875 7.500 $218.83 360 1-Mar-30 $25,117.82 70.00
5723387 PHILADELPHIA PA 19140 SFD 9.875 7.500 $212.75 360 1-Mar-30 $24,420.09 66.22
5723391 PROVIDENCE RI 02908 MF3 9.875 7.500 $1,039.42 360 1-Mar-30 $119,275.13 90.00
5723523 BALLWIN MO 63011 SFD 9.500 7.500 $605.42 360 1-Feb-30 $71,678.16 90.00
5723525 AUSTIN TX 78704 MF4 9.625 7.500 $1,249.06 360 1-Feb-30 $146,116.84 89.99
5723612 PALM HARBOR FL 34684 SFD 9.500 7.500 $1,578.29 360 1-Dec-29 $186,743.11 89.98
5723638 PHOENIX AZ 85008 MF2 9.250 7.500 $481.27 360 1-Dec-29 $58,185.94 90.00
5723650 PHOENIX AZ 85008 MF4 9.250 7.500 $481.27 360 1-Dec-29 $58,185.94 90.00
5723660 ST. LOUIS MO 63139 MF4 8.875 7.500 $601.51 360 1-Dec-29 $75,161.76 90.00
5723667 EUGENE OR 97405 SFD 8.625 7.500 $1,540.03 360 1-Dec-29 $196,792.40 77.34
5723692 OKLAHOMA CITY OK 73106 SFD 8.750 7.500 $618.55 360 1-Dec-29 $78,157.44 85.00
5723694 SHORELINE WA 98155 SFD 8.500 7.500 $1,168.75 360 1-Oct-29 $148,376.67 80.00
5723717 LYNNWOOD WA 98036 HCO 9.000 7.500 $434.50 360 1-Dec-29 $53,694.86 65.85
5723719 OMAHA NE 68127 SFD 8.500 7.500 $1,014.97 360 1-Dec-29 $131,174.31 80.00
5723733 GOLD BEACH OR 97444 SFD 8.625 7.500 $547.57 360 1-Nov-29 $69,925.92 80.00
5723737 SEATTLE WA 98155 SFD 9.375 7.500 $723.62 360 1-Dec-29 $86,544.91 60.00
5723741 BLOCK ISLAND RI 02807 SFD 8.375 7.500 $760.08 360 1-Dec-29 $99,358.49 24.33
5723742 PORTLAND OR 97223 SFD 8.750 7.500 $825.65 360 1-Dec-29 $103,713.41 69.99
5723746 OMAHA NE 68104 MF2 9.625 7.500 $619.65 360 1-Mar-30 $72,649.52 90.00
5723748 WEST MONROE LA 71291 SFD 8.375 7.500 $478.85 360 1-Jul-29 $62,382.40 90.00
5723753 SPRINGFIELD OR 97478 SFD 8.750 7.500 $934.61 360 1-Dec-29 $117,708.95 80.00
5723757 PIMA AZ 85543 MF2 8.250 7.500 $961.62 360 1-Nov-29 $127,070.66 80.00
5723764 TUCSON AZ 85719 MF4 8.875 7.500 $962.73 360 1-Nov-29 $120,225.62 89.96
5723769 BAILEY CO 80421 SFD 8.750 7.500 $1,069.13 360 1-Nov-29 $135,007.82 79.99
5723771 HILLSBORO OR 97124 SFD 8.750 7.500 $821.32 360 1-Jan-30 $103,337.02 90.00
5723777 TEMPE AZ 85281 HCO 9.250 7.500 $487.02 360 1-Oct-29 $58,815.75 80.00
5723782 BENBROOK TX 76126 SFD 8.875 7.500 $572.07 360 1-Feb-30 $71,569.05 89.99
5723783 ST LOUIS MO 63139 MF4 8.875 7.500 $476.20 360 1-Dec-29 $59,502.90 90.00
5723800 RENTON WA 98059 PUD 8.375 7.500 $1,118.45 360 1-Nov-29 $146,020.20 79.99
5723807 HURST TX 76054 SFD 9.250 7.500 $925.51 360 1-Oct-29 $111,769.68 90.00
5723812 DAYTONA BEACH SHORESFL 32127 HCO 9.500 7.500 $840.86 360 1-Dec-29 $99,490.16 74.35
5723813 ORLANDO FL 32808 SFD 8.875 7.500 $152.77 360 1-Jan-30 $19,100.16 80.00
5723817 ATLANTA GA 30308 HCO 9.125 7.500 $1,397.01 360 1-Jan-30 $170,852.18 80.00
5723819 ST GEORGE UT 84770 SFD 8.875 7.500 $1,436.14 360 1-Oct-29 $179,235.06 95.00
5723824 NAPLES FL 34116 MF4 9.500 7.500 $1,797.33 360 1-Dec-29 $212,660.32 95.00
5723827 VIRGINA BEACH VA 23451 SFD 8.000 7.500 $1,181.36 360 1-Dec-29 $159,886.74 61.92
5723834 VICTORVILLE CA 92394 SFD 8.625 7.500 $894.46 360 1-Oct-29 $114,152.23 79.92
5723839 ATLANTA GA 30308 HCO 9.500 7.500 $1,091.85 360 1-Jan-30 $129,256.60 65.00
5723843 EVERGREEN CO 80439 SFD 8.750 7.500 $1,910.11 360 1-Jan-30 $241,505.47 75.88
5723845 ATLANTA GA 30308 HCO 9.500 7.500 $709.27 360 1-Jan-30 $83,964.46 64.97
5723855 PUEBLO CO 81007 MF4 8.375 7.500 $1,778.57 360 1-Oct-29 $232,186.09 90.00
5723856 MARIETTA GA 30060 MF3 8.500 7.500 $1,058.80 360 1-Dec-29 $136,838.65 90.00
5723860 NORTHGLENN CO 80233 SFD 8.750 7.500 $881.50 360 1-Dec-29 $111,383.75 79.97
5723864 APOPKA FL 32703 PUD 9.000 7.500 $621.97 360 1-Jan-30 $76,015.42 89.99
5723865 LUTHERSVILLE GA 30251 SFD 8.250 7.500 $691.17 360 1-Dec-29 $91,394.82 80.00
5723868 WILLIAMSPORT OH 43164 MF2 8.875 7.500 $795.64 360 1-Nov-29 $99,083.53 80.00
5723869 KLAMATH FALLS OR 97601 SFD 9.000 7.500 $230.13 360 1-Dec-29 $27,715.56 65.00
5723882 LAS VEGAS NV 89147 HCO 8.750 7.500 $503.49 360 1-Dec-29 $63,619.46 80.00
5723911 NORTH AURORA IL 60542 SFD 9.625 7.500 $476.00 360 1-Jan-30 $55,750.61 37.33
5723916 NORTH REDINGTON BEACFL 33708 HCO 8.875 7.500 $1,163.63 360 1-Feb-30 $145,576.84 65.00
5723918 OMAHA NE 68130 SFD 9.000 7.500 $1,448.33 360 1-Jan-30 $179,088.01 66.42
5723922 LUSBY MD 20657 PUD 8.625 7.500 $746.68 360 1-Feb-30 $95,372.13 80.00
5723923 ALAMOGORDO NM 88310 SFD 8.375 7.500 $823.92 360 1-Jan-30 $107,776.39 80.00
5723925 KLAMATH FALLS OR 97601 SFD 8.875 7.500 $343.72 360 1-Dec-29 $42,367.66 80.00
5723926 MIDDLETOWN PA 17057 SFD 7.750 7.483 $644.78 360 1-Aug-29 $89,072.26 67.16
5723930 SCOTTSDALE AZ 85254 SFD 8.375 7.500 $1,444.14 360 1-Nov-29 $188,654.62 79.17
5723934 PHOENIX AZ 85008 MF4 8.500 7.500 $449.81 360 1-Aug-29 $57,980.39 78.00
5723938 MISSOULA MT 59801 PUD 8.375 7.500 $342.03 360 1-Sep-29 $44,620.71 45.05
5723963 STROM LAKE IA 50588 SFD 9.125 7.500 $663.93 360 1-Mar-30 $81,288.96 80.00
5723975 ATLANTA GA 30308 MF4 9.750 7.500 $2,508.73 360 1-Mar-30 $291,022.82 79.78
5723980 IDEALYA LANE ID 83202 SFD 8.500 7.500 $899.63 360 1-Jan-30 $116,343.69 90.00
5723984 TUCSON AZ 85719 SFD 8.625 7.500 $684.34 360 1-Jan-30 $87,503.79 80.00
5723997 PHOENIX AZ 85016 LCO 8.500 7.500 $1,050.34 360 1-Dec-29 $135,745.55 89.99
5724004 LAS CRUCES NM 88005 SFD 8.250 7.500 $931.58 360 1-Jan-30 $123,268.38 80.00
5724041 NORTH NEWTON KS 67117 PUD 8.375 7.500 $1,440.34 360 1-Dec-29 $187,252.43 73.03
5724043 GERMANTOWN MD 20874 PUD 9.250 7.500 $956.37 360 1-Mar-30 $115,818.17 75.00
5724045 ASHLAND OR 97520 SFD 8.000 7.500 $909.87 360 1-Jan-30 $123,230.89 80.00
5724052 OHAHA NE 68134 SFD 9.000 7.500 $593.82 360 1-Dec-29 $73,382.94 90.00
5724054 TUCSON AZ 85749 SFD 9.250 7.500 $1,147.64 360 1-Mar-30 $138,725.94 75.00
5724057 PHOENIX AZ 85007 MF4 9.625 7.500 $543.99 360 1-Jan-30 $63,715.07 80.00
5724059 LAS VEGAS NV 89121 MF4 8.500 7.500 $1,236.41 360 1-Nov-29 $159,689.74 89.98
5724061 INDEPENDENCE MO 64052 SFD 9.000 7.500 $321.85 360 1-Mar-30 $39,843.57 80.00
5724062 CHICAGO IL 60641 MF2 9.250 7.500 $987.22 360 1-Feb-30 $119,488.60 51.06
5724068 BARTONVILLE TX 76226 SFD 9.500 7.500 $1,324.35 360 1-Sep-29 $155,407.34 70.00
5724070 HENDERSON NV 89012 PUD 8.250 7.500 $751.27 360 1-Dec-29 $99,264.20 33.33
5724071 PHOENIX AZ 85013 MF2 9.500 7.500 $471.72 360 1-Nov-29 $55,783.08 89.95
5724072 POCATELLO ID 83201 SFD 8.875 7.500 $913.01 360 1-Mar-30 $114,289.52 90.00
5724078 CAMAS WA 98607 SFD 8.375 7.500 $1,644.04 360 1-Jul-29 $214,181.73 79.99
5724080 WOONSOCKET RI 02895 MF2 9.250 7.500 $789.77 360 1-Dec-29 $95,484.68 76.80
5724083 LYNNWOOD WA 98037 SFD 8.875 7.500 $1,495.82 360 1-Mar-30 $187,079.68 80.00
5724085 ST LOUIS MO 63118 MF4 8.500 7.500 $346.02 360 1-Jan-30 $44,747.51 90.00
5724088 MESA AZ 85201 MF4 8.875 7.500 $572.86 360 1-Dec-29 $71,582.70 90.00
5724090 PEMBROKE PINES FL 33029 PUD 8.750 7.500 $1,573.41 360 1-Mar-30 $199,176.63 80.00
5724092 WHITE PLAINS NY 10603 SFD 9.250 7.500 $1,376.34 360 1-Mar-30 $166,678.62 70.00
5724096 ELK GROVE VILLAGE IL 60007 HCO 8.750 7.500 $553.84 360 1-Jan-30 $70,019.30 80.00
5724098 MESA AZ 85201 MF4 8.875 7.500 $644.47 360 1-Dec-29 $80,530.52 90.00
5724101 HOLLYWOOD FL 33020 MF4 9.625 7.500 $849.99 360 1-Mar-30 $95,055.57 60.61
5724106 ROSEBURG OR 97470 SFD 8.375 7.500 $1,347.61 360 1-Jan-30 $176,240.98 90.00
5724108 ANTIOCH TN 37013 SFD 9.000 7.500 $605.88 360 1-Feb-30 $74,962.18 60.24
5724118 RICKMAN TN 38580 MF4 8.875 7.500 $668.34 360 1-Feb-30 $83,613.38 84.00
5724120 CHUBBUCK ID 83202 MF4 8.875 7.500 $1,286.09 360 1-Jan-30 $160,799.81 90.00
5724126 ATLANTA GA 30324 HCO 9.125 7.500 $1,249.75 360 1-Mar-30 $153,014.52 80.00
5724129 RICKMAN TN 38580 MF2 8.875 7.500 $668.34 360 1-Feb-30 $83,608.30 84.00
5724134 CHUBBUCK ID 83202 MF4 8.875 7.500 $1,286.09 360 1-Jan-30 $160,799.81 90.00
5724139 SPARKS NV 89436 SFD 8.625 7.500 $915.85 360 1-Feb-30 $91,769.88 75.00
5724142 HIXSON TN 37343 SFD 7.875 7.500 $589.48 360 1-Dec-29 $80,625.86 62.54
5724147 ATLANTA GA 30308 HCO 9.250 7.500 $1,532.24 360 1-Mar-30 $185,558.23 79.99
5724151 SEATTLE WA 98146 SFD 8.125 7.500 $843.48 360 1-Aug-29 $112,512.56 80.00
5724154 ORLANDO FL 32808 PUD 8.875 7.500 $152.77 360 1-Jan-30 $19,100.16 80.00
5724159 CHUBBUCK ID 83202 MF3 8.875 7.500 $628.56 360 1-Jan-30 $78,589.40 89.87
5724163 PORTLAND OR 97214 SFD 8.500 7.500 $904.25 360 1-Nov-29 $116,787.91 80.00
5724164 BOCA RATON FL 33498 PUD 8.875 7.500 $1,527.64 360 1-Feb-30 $191,116.24 80.00
5724172 HENDERSON NV 89014 PUD 8.750 7.500 $509.39 360 1-Jan-30 $64,404.77 70.00
5724177 OMAHA NE 68116 SFD 8.625 7.500 $1,680.03 360 1-Dec-29 $214,682.64 80.00
5724186 BOSTON MA 02125 MF4 9.125 7.500 $1,217.20 360 1-Jan-30 $148,861.26 80.00
5724192 ELIZBETHTOWN KY 42701 MF4 8.000 7.500 $1,019.94 360 1-Sep-29 $137,426.22 84.76
5724197 OAKLAND CA 94603 SFD 8.500 7.500 $527.48 360 1-Jan-30 $67,477.25 70.00
5724200 OKLAHOMA CITY OK 73107 MF4 8.750 7.500 $401.22 360 1-Nov-29 $50,665.18 85.00
5724205 REVERE MA 02151 MF2 9.750 7.500 $2,061.98 360 1-Jan-30 $238,958.80 74.53
5724208 LAS VEGAS NV 89106 MF4 9.500 7.500 $1,248.67 360 1-Nov-29 $147,663.94 90.00
5724213 RICHFIELD OH 44286 MF4 8.500 7.500 $953.46 360 1-Feb-30 $122,262.81 77.50
5724217 WINTER GARDEN FL 34787 HCO 8.875 7.500 $317.47 360 1-Nov-29 $39,644.53 95.00
5724221 CORAL SPRINGS FL 33076 PUD 8.000 7.500 $1,052.96 360 1-Jan-30 $142,399.59 79.99
5724225 DEERFIELD IL 60015 PUD 8.750 7.500 $1,035.30 360 1-Nov-29 $130,680.38 78.80
5724232 GRANTS PASS OR 97527 SFD 8.500 7.500 $799.68 360 1-Jan-30 $103,318.97 80.00
5724242 BERWYN IL 60402 SFD 8.875 7.500 $930.91 360 1-Jan-30 $116,391.86 90.00
5724244 SALEM OR 97302 SFD 8.000 7.500 $953.90 360 1-Nov-29 $129,007.80 67.71
5724247 WEST VALLEY CITY UT 84119 HCO 9.000 7.500 $697.61 360 1-Dec-29 $86,210.10 76.25
5724250 AUSTIN TX 78734 MF2 9.500 7.500 $1,778.41 360 1-Mar-30 $210,572.29 90.00
5724253 ELLENSBURG WA 98926 SFD 9.250 7.500 $617.01 360 1-Dec-29 $74,597.37 78.95
5724256 KRIKLAND WA 98034 SFD 8.250 7.500 $1,387.59 360 1-Jan-30 $183,610.39 83.95
5724257 ROSWELL GA 30075 HCO 9.125 7.500 $451.57 360 1-Feb-30 $55,257.30 75.00
5724262 ATLANTA GA 30306 SFD 9.000 7.500 $1,963.28 360 1-Mar-30 $243,045.79 80.00
5724268 GAITHERSBURG MD 20879 PUD 8.875 7.500 $895.11 360 1-Jan-30 $111,815.39 90.00
5724274 PORTLAND OR 97217 SFD 8.875 7.500 $739.56 360 1-Oct-29 $92,298.52 59.97
5724275 STONE MOUNTAIN GA 30083 SFD 9.625 7.500 $627.30 360 1-Mar-30 $73,546.43 89.99
5724276 STONEMOUNTAIN GA 30083 SFD 9.625 7.500 $703.80 360 1-Feb-30 $82,473.55 90.00
5724278 ATLANTA GA 30308 HCO 8.750 7.500 $787.10 360 1-Feb-30 $99,540.66 74.99
5724285 MONROE WA 98272 MF4 8.625 7.500 $1,668.36 360 1-Dec-29 $212,988.95 65.00
5724288 ORLANDO FL 32808 PUD 8.875 7.500 $152.77 360 1-Jan-30 $19,100.16 80.00
5724294 PORTLAND OR 97236 PUD 8.625 7.500 $1,480.29 360 1-Feb-30 $189,398.14 80.00
5724298 GODFREY IL 62035 SFD 8.875 7.500 $515.58 360 1-Nov-29 $64,385.26 80.00
5724470 SPOKANE WA 99207 MF4 9.500 7.500 $1,430.29 360 1-Dec-29 $169,232.91 90.00
5724474 CASA GRANDE AZ 85222 SFD 8.500 7.500 $464.04 360 1-Dec-29 $59,964.00 85.00
5724476 AURORA CO 80011 SFD 8.750 7.500 $1,038.45 360 1-Mar-30 $131,456.59 80.00
5724477 ROCHESTER MN 55906 SFD 8.750 7.500 $484.61 360 1-Dec-29 $61,233.73 80.00
5724479 TEMPE AZ 85282 SFD 9.000 7.500 $516.57 360 1-Feb-30 $63,911.98 80.00
5724482 MACUNGIE PA 18062 SFD 8.750 7.500 $1,030.58 360 1-Dec-29 $130,169.18 74.86
5724483 AURORA CO 80012 PUD 9.000 7.500 $771.24 360 1-Dec-29 $95,307.74 90.00
5724484 ST LOUIS MO 63118 MF4 9.500 7.500 $515.36 360 1-Dec-29 $60,977.55 90.00
5724485 ANDERSON IN 46016 MF4 9.500 7.500 $525.96 360 1-Dec-29 $62,231.07 90.00
5724486 JERSEY CITY NJ 07307 HCO 9.000 7.500 $718.13 360 1-Dec-29 $88,345.15 70.00
5724489 SAN ANTONIO TX 78229 HCO 8.750 7.500 $467.30 360 1-Jan-30 $59,083.30 90.00
5724491 ROSEVILLE CA 95661 SFD 8.625 7.500 $1,645.03 360 1-Jan-30 $210,343.27 90.00
5724494 UNION NJ 07083 SFD 9.250 7.500 $855.59 360 1-Jan-30 $103,412.90 80.00
5724495 SAN ANTONIO TX 78230 SFD 8.750 7.500 $637.23 360 1-Dec-29 $78,737.50 90.00
5724498 SACRAMENTO CA 95815 MF4 8.750 7.500 $407.12 360 1-Dec-29 $51,285.96 90.00
5724500 WILLIAMSPORT MD 21795 MF4 9.000 7.500 $405.53 360 1-Dec-29 $49,679.58 90.00
5724501 ORLANDO FL 32826 MF4 8.500 7.500 $1,245.64 360 1-Jan-30 $160,580.54 90.00
5724504 NORWALK CA 90650 SFD 8.625 7.500 $1,137.52 360 1-Dec-29 $144,869.09 75.00
5724506 WILLIAMSPORT MD 21795 MF2 9.000 7.500 $608.30 360 1-Dec-29 $74,558.77 90.00
5724507 ANDERSON IN 46012 MF4 9.000 7.500 $417.20 360 1-Dec-29 $51,557.00 89.94
5724508 BETHANY WEST DE 19930 SFD 8.750 7.500 $765.46 360 1-Feb-30 $96,840.57 70.00
5724509 SUN VALLEY AREA CA 91352 MF2 8.875 7.500 $795.64 360 1-Dec-29 $99,287.85 40.00
5724510 MIAMI FL 33169 SFD 9.500 7.500 $1,664.89 360 1-Feb-30 $197,198.81 90.00
5724524 ORLANDO FL 32822 HCO 9.375 7.500 $281.55 360 1-Feb-30 $33,709.42 94.88
5724525 REHOBOTH BEACH DE 19971 SFD 8.000 7.500 $807.15 360 1-Nov-29 $109,160.40 57.59
5724528 SEBASTOPOL CA 95472 SFD 8.750 7.500 $1,975.40 360 1-Jan-30 $249,761.25 90.00
5724530 LUCERNE CA 95458 SFD 8.750 7.500 $534.96 360 1-Feb-30 $67,678.88 80.00
5724531 SANFORD FL 33773 HCO 9.000 7.500 $280.01 360 1-Feb-30 $34,643.87 80.00
5724533 OCEAN CITY MD 21842 HCO 9.375 7.500 $1,003.09 360 1-Jan-30 $120,034.44 90.00
5724537 HENDERSON NV 89052 PUD 9.625 7.500 $993.64 360 1-Feb-30 $116,439.19 89.99
5724539 RENO NV 89506 SFD 9.500 7.500 $794.19 360 1-Feb-30 $94,067.85 79.97
5724541 BLADENBORO NC 28320 SFD 9.000 7.500 $643.70 360 1-Mar-30 $79,687.13 50.00
5724544 PAHRUMP NV 89048 SFD 9.625 7.500 $841.49 360 1-Feb-30 $98,609.74 90.00
5724546 LAKE FOREST IL 60045 SFD 9.375 7.500 $2,089.78 360 1-Nov-29 $249,798.40 75.00
5724549 MODESTO CA 95355 SFD 9.500 7.500 $968.66 360 1-Feb-30 $114,672.37 90.00
5724551 SAN ANTONIO TX 78202 SFD 8.875 7.500 $292.80 360 1-Nov-29 $36,564.44 80.00
5724553 HENDERSON NV 89052 PUD 9.375 7.500 $972.32 360 1-Feb-30 $116,414.58 89.99
5724556 DEARING GA 30808 SFD 9.250 7.500 $668.02 360 1-Nov-29 $80,718.60 94.97
5724557 AZLE TX 76020 SFD 8.375 7.500 $1,089.95 360 1-Dec-29 $142,480.09 62.78
5724558 BURRILLVILLE RI 02859 MF2 8.875 7.500 $974.67 360 1-Dec-29 $121,789.87 87.50
5724560 LAS VEGAS NV 89130 PUD 9.375 7.500 $1,029.29 360 1-Feb-30 $123,236.14 90.00
5724561 SAINT LOUIS MO 63113 MF2 9.625 7.500 $629.20 360 1-Jan-30 $73,695.44 90.00
5724564 IRVING TX 75060 MF2 9.375 7.500 $640.03 360 1-Jan-30 $76,589.14 90.00
5724569 MINNEAPOLIS MN 55414 SFD 9.375 7.500 $524.00 360 1-Dec-29 $62,670.47 68.48
5724573 LAS VEGAS NV 89101 MF4 9.375 7.500 $1,031.37 360 1-Feb-30 $123,485.13 80.00
5724574 HOCKLEY TX 77447 PUD 9.750 7.500 $311.01 360 1-Mar-30 $36,078.90 89.94
5724580 KANNAPOLIS NC 28081 SFD 8.875 7.500 $944.83 360 1-Nov-29 $117,989.99 95.00
5724585 CARMICHAEL CA 95608 SFD 8.250 7.500 $686.28 360 1-Nov-29 $90,686.78 90.00
5724587 GAINSVILLE GA 30504 SFD 8.875 7.500 $1,101.17 360 1-Jan-30 $137,597.79 80.00
5724594 VALPARAISO IN 46383 SFD 9.125 7.500 $564.25 360 1-Nov-29 $68,855.37 89.95
5724599 WASHINGTON DC 20001 SFD 8.875 7.500 $477.39 360 1-Nov-29 $59,615.97 69.77
5724600 NAPERVILLE IL 60564 HCO 9.250 7.500 $1,050.56 360 1-Nov-29 $126,943.00 94.95
5724605 LAGO VISTA TX 78645 SFD 8.250 7.500 $489.83 360 1-Dec-29 $64,771.11 80.00
5724606 ANDERSON IN 46012 MF2 9.500 7.500 $423.80 360 1-Dec-29 $50,092.39 90.00
5724607 AUSTIN TX 78745 SFD 8.625 7.500 $721.79 360 1-Dec-29 $92,234.03 68.74
5724610 PASCO WA 99301 MF2 9.500 7.500 $673.52 360 1-Mar-30 $79,817.60 90.00
5724619 WEST COLUMBIA SC 29169 SFD 9.250 7.500 $481.27 360 1-Feb-30 $58,250.69 74.05
5724623 BRIDGEPORT CT 06607 MF2 8.875 7.500 $501.26 360 1-Dec-29 $62,608.39 90.00
5724630 MARIETTA GA 30062 SFD 8.875 7.500 $859.30 360 1-Feb-30 $107,502.87 77.14
5724633 ESTEA PARK CO 80517 MF2 9.000 7.500 $1,231.07 360 1-Mar-30 $152,401.68 90.00
5724640 MARIETTA GA 30062 SFD 8.875 7.500 $896.69 360 1-Feb-30 $112,181.28 76.15
5724648 BEND OR 97701 MF2 8.750 7.500 $1,534.07 360 1-Nov-29 $193,719.86 75.00
5724651 FOLSOM CA 95630 SFD 9.375 7.500 $1,430.61 360 1-Feb-30 $171,285.82 80.00
5724652 DENVER CO 80220 SFD 9.125 7.500 $358.00 360 1-Feb-30 $43,788.87 55.00
5724655 POCATELLO ID 83201 MF2 9.375 7.500 $636.29 360 1-Feb-30 $76,064.55 90.00
5724656 OREGON CITY OR 97045 SFD 8.375 7.500 $912.09 360 1-Nov-29 $119,150.28 75.00
5724660 OAKDALE CA 95361 SFD 9.375 7.500 $1,455.56 360 1-Mar-30 $172,348.12 23.33
5724663 NEWBERG OR 97132 SFD 9.000 7.500 $539.10 360 1-Feb-30 $62,031.38 40.61
5724665 NEW BRITAIN CT 06051 MF3 8.875 7.500 $501.26 360 1-Dec-29 $62,634.79 90.00
5724668 OKLAHOMA CITY OK 73106 MF4 9.250 7.500 $394.40 360 1-Feb-30 $47,735.65 85.00
5724669 BASS LAKE CA 93604 SFD 8.875 7.500 $781.72 360 1-Mar-30 $97,855.77 75.00
5724672 ST PETERSBURG FL 33710 SFD 9.500 7.500 $423.79 360 1-Mar-30 $49,689.67 80.00
5724673 EVERETT WA 98201 MF3 9.500 7.500 $1,191.92 360 1-Feb-30 $141,176.44 90.00
5724674 MANCHESTER NH 03104 MF4 8.500 7.500 $865.03 360 1-Dec-29 $111,796.31 90.00
5724676 WASHINGTON DC 20002 MF2 9.625 7.500 $332.77 360 1-Feb-30 $38,995.69 90.00
5724678 RAMONA CA 92065 SFD 8.875 7.500 $1,479.90 360 1-Mar-30 $185,253.67 77.50
5724683 RAPID CITY SD 57701 MF4 9.500 7.500 $658.39 360 1-Jan-30 $77,942.19 90.00
5724684 BRISTOW VA 20136 HCO 8.500 7.500 $518.25 360 1-Feb-30 $64,343.56 59.99
5724688 ORLANDO FL 32811 HCO 8.750 7.500 $534.96 360 1-Feb-30 $67,678.88 80.00
5724691 WASHINGTON DC 20002 MF4 9.625 7.500 $657.89 360 1-Feb-30 $77,094.92 90.00
5724697 CLEARWATER FL 33756 MF4 9.500 7.500 $1,078.40 360 1-Feb-30 $127,731.09 90.00
5724702 WARRENTON MO 63383 SFD 8.375 7.500 $480.37 360 1-Dec-29 $62,774.77 80.00
5724705 ST PETERSBURG FL 33705 SFD 9.500 7.500 $500.31 360 1-Mar-30 $59,290.18 85.00
5724707 EAST BERLIN PA 17316 SFD 8.375 7.500 $862.68 360 1-Mar-30 $112,995.74 88.67
5724708 AUSTIN TX 78753 MF4 9.250 7.500 $666.37 360 1-Jan-30 $80,610.18 90.00
5724709 PASADENA MD 21122 SFD 8.500 7.500 $1,537.83 360 1-Mar-30 $199,133.62 72.73
5724714 AGATE CO 80101 SFD 8.625 7.500 $1,555.58 360 1-Jan-30 $198,824.71 64.52
5724717 BALTIMORE MD 21218 MF4 8.875 7.500 $751.89 360 1-Nov-29 $93,895.13 90.00
5724721 GAINESVILLE GA 30501 SFD 9.375 7.500 $746.91 360 1-Feb-30 $89,427.13 89.98
5724723 PALMETTO FL 34221 SFD 8.875 7.500 $544.23 360 1-Jan-30 $68,044.42 90.00
5724727 OMAHA NE 68105 SFD 9.500 7.500 $384.28 360 1-Feb-30 $45,515.02 89.92
5724730 BUCKEYE AZ 85326 SFD 9.250 7.500 $822.68 360 1-Feb-30 $99,573.86 55.56
5724736 NASHUA NH 03062 MF4 9.500 7.500 $1,259.27 360 1-Mar-30 $149,231.91 90.00
5724739 SUMERVILLE SC 29485 SFD 8.625 7.500 $1,124.30 360 1-Mar-30 $143,780.03 84.99
5724743 SPRINGFIELD MO 65802 SFD 9.375 7.500 $223.83 360 1-Feb-30 $26,375.35 90.00
5724747 LAWRENCE MA 01841 MF3 9.125 7.500 $677.76 360 1-Mar-30 $82,882.51 70.00
5724750 LAS VEGAS NV 89108 SFD 8.750 7.500 $885.04 360 1-Feb-30 $106,681.73 90.00
5724755 HARRISBURG OR 97446 SFD 8.750 7.500 $432.30 360 1-Mar-30 $54,688.29 70.00
5724758 PUEBLO CO 81004 SFD 9.625 7.500 $475.99 360 1-Mar-30 $55,807.55 67.47
5724762 CHICAGO IL 60618 MF2 9.875 7.500 $1,905.60 360 1-Mar-30 $218,734.57 95.00
5724764 JOLIET IL 60432 MF2 9.625 7.500 $451.35 360 1-Mar-30 $52,856.85 90.00
5724766 RALEIGH NC 27603 SFD 8.875 7.500 $674.71 360 1-Jan-30 $84,359.23 80.00
5724768 PALM HARBOR FL 34684 SFD 8.875 7.500 $981.83 360 1-Mar-30 $116,848.32 79.97
5724774 RENTON WA 98058 HCO 8.750 7.500 $1,415.67 360 1-Mar-30 $179,209.21 80.00
5724781 STONE MOUNTAIN GA 30088 SFD 8.875 7.500 $572.07 360 1-Dec-29 $71,483.22 79.98
5724798 ORLANDO FL 32807 MF4 9.250 7.500 $740.41 360 1-Jan-30 $89,566.86 88.19
5724804 SEASIDE CA 93955 MF4 9.000 7.500 $3,218.49 360 1-Jan-30 $397,146.08 89.89
5724809 DENVER CO 80206 MF4 9.125 7.500 $1,647.61 360 1-Dec-29 $201,384.69 90.00
5726131 FOLEY MO 63347 SFD 9.000 7.500 $1,225.04 360 1-Mar-30 $151,654.58 75.00
5726141 MIDDLETOWN PA 19052 SFD 9.250 7.500 $446.88 360 1-Mar-30 $54,118.15 80.00
5726155 PLATTE CITY MO 64079 MF4 9.875 7.500 $1,109.75 360 1-Feb-30 $127,321.90 90.00
5726167 WICHITA KS 67218 SFD 9.500 7.500 $370.82 360 1-Mar-30 $43,884.60 90.00
5726173 NORFOLK VA 23509 SFD 9.500 7.500 $420.43 360 1-Mar-30 $49,823.67 66.23
5726178 KANSAS CITY MO 64123 SFD 9.500 7.500 $286.06 360 1-Mar-30 $33,900.03 73.96
5726197 FAIRFIELD IA 52556 SFD 9.625 7.500 $260.10 360 1-Feb-30 $30,479.35 90.00
5726203 RICHMOND VA 23223 SFD 9.250 7.500 $329.72 240 1-Mar-20 $35,625.90 90.00
5726209 KANSAS CITY MO 64114 MF4 9.875 7.500 $1,203.54 360 1-Mar-30 $138,134.23 90.00
5726225 SPRINGFIELD MA 01108 MF2 8.250 7.500 $435.74 360 1-Feb-30 $57,690.87 55.24
5726234 MOORESTOWN NJ 08057 SFD 9.500 7.500 $454.07 360 1-Mar-30 $53,809.53 90.00
5726247 SOUTH BOSTON MA 02127 MF3 8.750 7.500 $1,565.54 360 1-Mar-30 $196,198.42 58.53
5726258 NORFOLK VA 23513 SFD 9.500 7.500 $598.69 360 1-Mar-30 $70,948.94 80.00
5726262 VIRGINIA BEACH VA 23455 MF2 9.500 7.500 $1,073.78 360 1-Feb-30 $127,183.27 89.99
5726273 LANCASTER PA 17602 HCO 9.500 7.500 $515.45 360 1-Mar-30 $61,083.81 72.20
5726279 ROSEVILLE MI 48066 SFD 9.000 7.500 $148.06 360 1-Mar-30 $18,256.39 24.86
5726290 EL DORADO KS 67042 MF4 9.750 7.500 $214.79 360 1-Mar-30 $24,916.32 58.14
5726291 LEE'S SUMMIT MO 64063 PUD 9.000 7.500 $449.79 360 1-Mar-30 $55,388.34 79.97
5726299 HOUSTON TX 77098 LCO 9.375 7.500 $197.55 360 1-Mar-30 $23,479.34 95.00
5726309 CINCINNATI OH 45219 MF3 9.250 7.500 $684.88 360 1-Mar-30 $82,870.99 90.00
5726317 RADFORD VA 24141 SFD 9.250 7.500 $259.15 360 1-Mar-30 $30,952.09 67.02
5726337 WASHINGTON DC 20002 MF4 9.250 7.500 $656.50 360 1-Mar-30 $79,503.58 95.00
5726347 MILLERSPORT OH 43046 SFD 9.000 7.500 $384.21 360 1-Apr-30 $47,540.87 71.80
5726353 XENIA OH 45385 SFD 9.250 7.500 $376.79 360 1-Apr-30 $45,644.51 89.98
5726358 PLATTE CITY MO 64079 MF4 9.875 7.500 $1,109.75 360 1-Feb-30 $127,321.90 90.00
5726363 PLATTE CITY MO 64079 MF4 9.875 7.500 $1,109.75 360 1-Feb-30 $127,321.90 90.00
5726370 RAYTOWN MO 64133 MF4 9.875 7.500 $1,210.57 360 1-Apr-30 $138,927.51 90.00
5726376 KANSAS CITY MO 64114 MF4 9.875 7.500 $1,203.54 360 1-Mar-30 $138,134.26 90.00
5726407 KANSAS CITY KS 66106 SFD 9.250 7.500 $294.11 360 1-Feb-30 $35,583.04 65.00
5726418 MURFREESBORO TN 37130 MF4 9.500 7.500 $1,112.46 360 1-Mar-30 $131,833.45 90.00
5726437 PHILADELPHIA PA 19145 MF4 9.875 7.500 $820.59 360 1-Mar-30 $94,191.95 90.00
5726449 VIRGINIA BEACH VA 23455 MF2 9.500 7.500 $1,073.78 360 1-Feb-30 $127,183.27 89.99
5726479 ADAMS MA 01220 MF2 9.375 7.500 $516.52 360 1-Mar-30 $61,875.24 90.00
5727405 STAFFORD VA 22554 LCO 9.250 7.500 $444.25 360 1-Mar-30 $53,799.41 90.00
5727443 ATLANTA GA 30308 SFD 9.500 7.500 $1,116.65 360 1-Mar-30 $132,331.79 80.00
5727445 INDIANAPOLIS IN 46226 SFD 8.875 7.500 $353.66 360 1-Feb-30 $44,245.44 70.00
5727450 HOUSTON TX 77057 LCO 9.125 7.500 $387.29 360 1-Mar-30 $47,023.05 85.00
5727459 INDIANAPOLIS IN 46220 SFD 8.875 7.500 $807.58 360 1-Feb-30 $101,032.81 70.00
5727465 PALM BAY FL 32907 SFD 9.250 7.500 $275.60 360 1-Mar-30 $33,375.56 51.54
5727472 BLUE SPRINGS MO 64015 SFD 9.875 7.500 $742.44 360 1-Apr-30 $85,057.92 90.00
5727900 SPRINGFIELD MA 01108 MF4 9.500 7.500 $855.15 360 1-Dec-29 $101,181.56 90.00
5727914 WOONSOCKET RI 02895 MF3 8.875 7.500 $572.87 360 1-Mar-30 $71,711.06 80.00
5727926 EAST ORANGE NJ 07018 MF2 9.625 7.500 $512.55 360 1-Mar-30 $60,063.47 90.00
5727939 PANAMA CITY FL 32404 PUD 9.375 7.500 $407.56 360 1-Mar-30 $48,651.10 79.03
5727943 KANSAS CITY MO 64125 SFD 9.875 7.500 $224.91 360 1-Mar-30 $25,815.51 70.00
5727949 BROOKVILLE OH 45309 SFD 9.125 7.500 $533.75 360 1-Mar-30 $65,349.94 80.00
5727982 TRANECK NJ 07666 SFD 9.125 7.500 $781.09 360 1-Mar-30 $95,634.11 79.93
5727989 KANSAS CITY MO 64155 SFD 9.500 7.500 $454.07 360 1-Feb-30 $53,769.64 90.00
5727997 AUSTIN TX 78744 SFD 9.000 7.500 $496.05 360 1-Feb-30 $61,347.47 90.00
5728023 ARLINGTON TX 76014 MF4 9.000 7.500 $1,383.96 360 1-Feb-30 $171,228.29 80.00
5728036 ELLIOTT IL 60933 SFD 9.125 7.500 $507.71 360 1-Feb-30 $61,305.54 80.00
5728050 TUCSON AZ 85716 MF2 9.500 7.500 $779.47 360 1-Mar-30 $91,713.85 90.00
5728058 HAPEVILLE GA 30354 SFD 9.750 7.500 $394.36 360 1-Mar-30 $45,746.33 90.00
5728070 FULTON NY 13069 MF4 8.875 7.500 $479.78 360 1-Mar-30 $60,058.01 90.00
5728532 AKRON OH 44310 MF2 9.875 7.500 $625.21 360 1-Mar-30 $71,725.74 90.00
5728551 CLEVELAND OH 44110 SFD 9.750 7.500 $337.65 360 1-Mar-30 $39,168.46 89.93
5728567 WILMINGTON NC 28411 SFD 9.000 7.500 $1,243.15 360 1-Mar-30 $153,895.75 75.55
5728590 FORT WAYNE IN 46835 MF4 9.750 7.500 $1,097.57 360 1-Mar-30 $127,322.48 94.98
5728596 ROCKFORD IL 61101 SFD 9.750 7.500 $216.51 360 1-Feb-30 $25,103.18 90.00
5728606 BLOOMINGDALE NJ 07403 SFD 9.000 7.500 $611.52 360 1-Feb-30 $75,626.77 80.00
5728625 AUSTIN TX 78744 SFD 9.000 7.500 $514.16 360 1-Feb-30 $63,607.53 90.00
5728640 AUSTIN TX 78744 SFD 8.750 7.500 $446.06 360 1-Feb-30 $56,432.27 90.00
5728659 TOLEDO OH 43612 MF2 9.000 7.500 $568.47 360 1-Apr-30 $70,384.55 90.00
5728673 NORTH PLAINFIELD NJ 07060 MF2 8.625 7.500 $1,393.80 360 1-Mar-30 $178,443.23 80.00
5728678 ST LOUIS MO 63118 MF4 9.750 7.500 $394.36 360 1-Mar-30 $45,661.52 90.00
5729092 PORTSMOUTH VA 23704 SFD 9.250 7.500 $213.08 360 1-Feb-30 $25,789.58 64.75
5729123 WILMINGTON NC 28409 SFD 9.375 7.500 $1,730.04 360 1-Mar-30 $207,247.26 80.00
5729131 HOPKINTON RI 02832 SFD 7.875 7.500 $732.33 360 1-Mar-29 $99,357.25 58.72
5729148 PENDLETON IN 46064 MF4 8.625 7.500 $948.91 360 1-Mar-30 $121,484.76 80.00
5729157 VIRGINIA BEACH VA 23454 LCO 8.875 7.500 $698.18 360 1-Mar-30 $87,397.88 75.00
5729226 ST LOUIS MO 63104 SFD 9.750 7.500 $605.71 360 1-Mar-30 $70,264.03 60.00
5729234 WICHITA KS 67213 MF4 9.500 7.500 $491.90 360 1-Feb-30 $58,263.33 90.00
5729241 SPRINGFIELD MA 01104 MF2 9.125 7.500 $443.03 360 1-Apr-30 $54,272.77 90.00
5729250 PHILADELPHIA PA 19114 MF2 9.375 7.500 $511.11 360 1-Mar-30 $61,040.71 89.97
5729266 PHILADELPHIA PA 19143 MF3 9.625 7.500 $749.70 360 1-Jan-29 $87,807.22 90.00
5731893 ST PETERS MO 63376 SFD 8.875 7.500 $636.52 360 1-Nov-29 $79,453.71 85.11
5731903 ST LOUIS MO 63116 MF4 9.625 7.500 $590.75 360 1-Nov-29 $69,104.16 86.88
5787242 CHICAGO IL 60657 MF4 8.625 7.500 $2,877.82 360 1-Jun-30 $368,980.16 71.15
$42,106,923.66
TABLE (CONTINUED)
<CAPTION>
(i) (xii) (xiii) (xv) (xvi)
-------- --------- ------- ------- --------
MORTGAGE MORTGAGE MASTER FIXED
LOAN INSURANCE SERVICE SERVICE RETAINED
NUMBER CODE FEE FEE YIELD
-------- --------- ------- ------- --------
<S> <C> <C> <C> <C>
4980734 11 0.250 0.017 0.000
4996233 11 0.250 0.017 0.108
5135890 01 0.250 0.017 0.483
5136069 06 0.250 0.017 1.483
5136073 0.250 0.017 0.733
5150751 0.250 0.017 0.483
5150792 17 0.250 0.017 1.233
5151297 0.250 0.017 1.233
5151428 17 0.250 0.017 1.108
5152151 0.250 0.017 0.000
5152375 33 0.250 0.017 1.233
5152411 13 0.250 0.017 1.108
5152442 13 0.250 0.017 0.983
5152462 0.250 0.017 0.608
5152482 0.250 0.017 1.233
5152497 0.250 0.017 1.608
5152550 11 0.250 0.017 1.483
5152565 11 0.250 0.017 1.233
5152577 0.250 0.017 1.108
5152593 11 0.250 0.017 0.358
5152595 13 0.250 0.017 0.358
5152622 0.250 0.017 1.108
5152631 0.250 0.017 1.108
5152645 0.250 0.017 0.358
5152666 0.250 0.017 1.108
5152683 11 0.250 0.017 0.983
5155629 0.250 0.017 0.233
5712166 0.250 0.017 0.733
5722481 0.250 0.017 1.733
5722482 01 0.250 0.017 2.108
5722485 06 0.250 0.017 1.858
5722489 12 0.250 0.017 2.108
5722492 12 0.250 0.017 1.233
5722493 01 0.250 0.017 1.608
5722498 01 0.250 0.017 2.108
5722500 12 0.250 0.017 1.983
5722505 0.250 0.017 1.483
5722508 01 0.250 0.017 1.358
5722511 06 0.250 0.017 1.858
5722512 12 0.250 0.017 1.983
5722518 01 0.250 0.017 1.608
5722519 0.250 0.017 0.733
5722520 0.250 0.017 0.983
5722522 0.250 0.017 0.858
5722523 01 0.250 0.017 1.108
5722530 0.250 0.017 0.983
5722534 01 0.250 0.017 1.233
5722543 0.250 0.017 1.358
5722548 0.250 0.017 1.483
5722563 06 0.250 0.017 1.858
5722574 06 0.250 0.017 1.733
5722576 06 0.250 0.017 1.608
5722582 0.250 0.017 0.608
5722585 0.250 0.017 2.108
5722741 06 0.250 0.017 1.233
5722747 0.250 0.017 1.108
5722751 0.250 0.017 1.608
5722752 0.250 0.017 1.608
5722757 0.250 0.017 1.108
5722763 06 0.250 0.017 1.608
5722765 0.250 0.017 1.108
5722767 0.250 0.017 1.483
5722774 06 0.250 0.017 2.108
5722777 06 0.250 0.017 1.733
5722785 06 0.250 0.017 0.608
5722786 01 0.250 0.017 1.733
5722789 06 0.250 0.017 1.983
5722810 13 0.250 0.017 2.108
5722836 0.250 0.017 1.108
5722869 0.250 0.017 0.608
5723320 11 0.250 0.017 1.983
5723330 11 0.250 0.017 1.733
5723344 11 0.250 0.017 2.108
5723357 11 0.250 0.017 2.108
5723367 0.250 0.017 0.733
5723369 06 0.250 0.017 1.608
5723370 0.250 0.017 2.108
5723373 33 0.250 0.017 2.108
5723375 0.250 0.017 2.108
5723380 0.250 0.017 2.108
5723387 0.250 0.017 2.108
5723391 33 0.250 0.017 2.108
5723523 12 0.250 0.017 1.733
5723525 11 0.250 0.017 1.858
5723612 0.250 0.017 1.733
5723638 0.250 0.017 1.483
5723650 13 0.250 0.017 1.483
5723660 13 0.250 0.017 1.108
5723667 0.250 0.017 0.858
5723692 06 0.250 0.017 0.983
5723694 0.250 0.017 0.733
5723717 0.250 0.017 1.233
5723719 0.250 0.017 0.733
5723733 0.250 0.017 0.858
5723737 0.250 0.017 1.608
5723741 0.250 0.017 0.608
5723742 0.250 0.017 0.983
5723746 13 0.250 0.017 1.858
5723748 13 0.250 0.017 0.608
5723753 0.250 0.017 0.983
5723757 0.250 0.017 0.483
5723764 06 0.250 0.017 1.108
5723769 0.250 0.017 0.983
5723771 13 0.250 0.017 0.983
5723777 0.250 0.017 1.483
5723782 06 0.250 0.017 1.108
5723783 13 0.250 0.017 1.108
5723800 0.250 0.017 0.608
5723807 06 0.250 0.017 1.483
5723812 0.250 0.017 1.733
5723813 0.250 0.017 1.108
5723817 0.250 0.017 1.358
5723819 06 0.250 0.017 1.108
5723824 06 0.250 0.017 1.733
5723827 0.250 0.017 0.233
5723834 0.250 0.017 0.858
5723839 0.250 0.017 1.733
5723843 0.250 0.017 0.983
5723845 0.250 0.017 1.733
5723855 06 0.250 0.017 0.608
5723856 13 0.250 0.017 0.733
5723860 0.250 0.017 0.983
5723864 13 0.250 0.017 1.233
5723865 0.250 0.017 0.483
5723868 0.250 0.017 1.108
5723869 0.250 0.017 1.233
5723882 0.250 0.017 0.983
5723911 0.250 0.017 1.858
5723916 0.250 0.017 1.108
5723918 0.250 0.017 1.233
5723922 0.250 0.017 0.858
5723923 0.250 0.017 0.608
5723925 0.250 0.017 1.108
5723926 0.250 0.017 0.000
5723930 0.250 0.017 0.608
5723934 0.250 0.017 0.733
5723938 0.250 0.017 0.608
5723963 0.250 0.017 1.358
5723975 0.250 0.017 1.983
5723980 06 0.250 0.017 0.733
5723984 0.250 0.017 0.858
5723997 0.250 0.017 0.733
5724004 0.250 0.017 0.483
5724041 0.250 0.017 0.608
5724043 0.250 0.017 1.483
5724045 0.250 0.017 0.233
5724052 06 0.250 0.017 1.233
5724054 0.250 0.017 1.483
5724057 0.250 0.017 1.858
5724059 06 0.250 0.017 0.733
5724061 0.250 0.017 1.233
5724062 0.250 0.017 1.483
5724068 0.250 0.017 1.733
5724070 0.250 0.017 0.483
5724071 06 0.250 0.017 1.733
5724072 06 0.250 0.017 1.108
5724078 0.250 0.017 0.608
5724080 0.250 0.017 1.483
5724083 0.250 0.017 1.108
5724085 06 0.250 0.017 0.733
5724088 01 0.250 0.017 1.108
5724090 0.250 0.017 0.983
5724092 0.250 0.017 1.483
5724096 0.250 0.017 0.983
5724098 01 0.250 0.017 1.108
5724101 0.250 0.017 1.858
5724106 13 0.250 0.017 0.608
5724108 0.250 0.017 1.233
5724118 06 0.250 0.017 1.108
5724120 13 0.250 0.017 1.108
5724126 0.250 0.017 1.358
5724129 0.250 0.017 1.108
5724134 13 0.250 0.017 1.108
5724139 0.250 0.017 0.858
5724142 0.250 0.017 0.108
5724147 0.250 0.017 1.483
5724151 0.250 0.017 0.358
5724154 0.250 0.017 1.108
5724159 13 0.250 0.017 1.108
5724163 0.250 0.017 0.733
5724164 0.250 0.017 1.108
5724172 0.250 0.017 0.983
5724177 0.250 0.017 0.858
5724186 0.250 0.017 1.358
5724192 06 0.250 0.017 0.233
5724197 0.250 0.017 0.733
5724200 06 0.250 0.017 0.983
5724205 0.250 0.017 1.983
5724208 06 0.250 0.017 1.733
5724213 0.250 0.017 0.733
5724217 13 0.250 0.017 1.108
5724221 0.250 0.017 0.233
5724225 0.250 0.017 0.983
5724232 0.250 0.017 0.733
5724242 06 0.250 0.017 1.108
5724244 0.250 0.017 0.233
5724247 0.250 0.017 1.233
5724250 06 0.250 0.017 1.733
5724253 0.250 0.017 1.483
5724256 13 0.250 0.017 0.483
5724257 0.250 0.017 1.358
5724262 0.250 0.017 1.233
5724268 0.250 0.017 1.108
5724274 0.250 0.017 1.108
5724275 06 0.250 0.017 1.858
5724276 06 0.250 0.017 1.858
5724278 0.250 0.017 0.983
5724285 0.250 0.017 0.858
5724288 0.250 0.017 1.108
5724294 0.250 0.017 0.858
5724298 0.250 0.017 1.108
5724470 13 0.250 0.017 1.733
5724474 06 0.250 0.017 0.733
5724476 0.250 0.017 0.983
5724477 0.250 0.017 0.983
5724479 0.250 0.017 1.233
5724482 0.250 0.017 0.983
5724483 06 0.250 0.017 1.233
5724484 06 0.250 0.017 1.733
5724485 01 0.250 0.017 1.733
5724486 0.250 0.017 1.233
5724489 13 0.250 0.017 0.983
5724491 13 0.250 0.017 0.858
5724494 0.250 0.017 1.483
5724495 13 0.250 0.017 0.983
5724498 06 0.250 0.017 0.983
5724500 12 0.250 0.017 1.233
5724501 12 0.250 0.017 0.733
5724504 0.250 0.017 0.858
5724506 13 0.250 0.017 1.233
5724507 06 0.250 0.017 1.233
5724508 0.250 0.017 0.983
5724509 0.250 0.017 1.108
5724510 13 0.250 0.017 1.733
5724524 13 0.250 0.017 1.608
5724525 0.250 0.017 0.233
5724528 0.250 0.017 0.983
5724530 0.250 0.017 0.983
5724531 0.250 0.017 1.233
5724533 0.250 0.017 1.608
5724537 01 0.250 0.017 1.858
5724539 0.250 0.017 1.733
5724541 0.250 0.017 1.233
5724544 13 0.250 0.017 1.858
5724546 0.250 0.017 1.608
5724549 06 0.250 0.017 1.733
5724551 0.250 0.017 1.108
5724553 13 0.250 0.017 1.608
5724556 06 0.250 0.017 1.483
5724557 0.250 0.017 0.608
5724558 01 0.250 0.017 1.108
5724560 01 0.250 0.017 1.608
5724561 13 0.250 0.017 1.858
5724564 01 0.250 0.017 1.608
5724569 0.250 0.017 1.608
5724573 0.250 0.017 1.608
5724574 06 0.250 0.017 1.983
5724580 12 0.250 0.017 1.108
5724585 06 0.250 0.017 0.483
5724587 0.250 0.017 1.108
5724594 13 0.250 0.017 1.358
5724599 0.250 0.017 1.108
5724600 13 0.250 0.017 1.483
5724605 0.250 0.017 0.483
5724606 01 0.250 0.017 1.733
5724607 0.250 0.017 0.858
5724610 06 0.250 0.017 1.733
5724619 0.250 0.017 1.483
5724623 06 0.250 0.017 1.108
5724630 0.250 0.017 1.108
5724633 0.250 0.017 1.233
5724640 0.250 0.017 1.108
5724648 0.250 0.017 0.983
5724651 0.250 0.017 1.608
5724652 0.250 0.017 1.358
5724655 06 0.250 0.017 1.608
5724656 0.250 0.017 0.608
5724660 0.250 0.017 1.608
5724663 0.250 0.017 1.233
5724665 06 0.250 0.017 1.108
5724668 13 0.250 0.017 1.483
5724669 0.250 0.017 1.108
5724672 0.250 0.017 1.733
5724673 13 0.250 0.017 1.733
5724674 06 0.250 0.017 0.733
5724676 01 0.250 0.017 1.858
5724678 0.250 0.017 1.108
5724683 06 0.250 0.017 1.733
5724684 0.250 0.017 0.733
5724688 0.250 0.017 0.983
5724691 01 0.250 0.017 1.858
5724697 13 0.250 0.017 1.733
5724702 0.250 0.017 0.608
5724705 06 0.250 0.017 1.733
5724707 01 0.250 0.017 0.608
5724708 06 0.250 0.017 1.483
5724709 0.250 0.017 0.733
5724714 0.250 0.017 0.858
5724717 13 0.250 0.017 1.108
5724721 12 0.250 0.017 1.608
5724723 06 0.250 0.017 1.108
5724727 13 0.250 0.017 1.733
5724730 0.250 0.017 1.483
5724736 06 0.250 0.017 1.733
5724739 12 0.250 0.017 0.858
5724743 13 0.250 0.017 1.608
5724747 0.250 0.017 1.358
5724750 06 0.250 0.017 0.983
5724755 0.250 0.017 0.983
5724758 0.250 0.017 1.858
5724762 06 0.250 0.017 2.108
5724764 06 0.250 0.017 1.858
5724766 0.250 0.017 1.108
5724768 0.250 0.017 1.108
5724774 0.250 0.017 0.983
5724781 0.250 0.017 1.108
5724798 13 0.250 0.017 1.483
5724804 06 0.250 0.017 1.233
5724809 12 0.250 0.017 1.358
5726131 0.250 0.017 1.233
5726141 0.250 0.017 1.483
5726155 11 0.250 0.017 2.108
5726167 11 0.250 0.017 1.733
5726173 0.250 0.017 1.733
5726178 0.250 0.017 1.733
5726197 11 0.250 0.017 1.858
5726203 06 0.250 0.017 1.483
5726209 11 0.250 0.017 2.108
5726225 0.250 0.017 0.483
5726234 11 0.250 0.017 1.733
5726247 0.250 0.017 0.983
5726258 0.250 0.017 1.733
5726262 11 0.250 0.017 1.733
5726273 0.250 0.017 1.733
5726279 0.250 0.017 1.233
5726290 0.250 0.017 1.983
5726291 0.250 0.017 1.233
5726299 11 0.250 0.017 1.608
5726309 13 0.250 0.017 1.483
5726317 0.250 0.017 1.483
5726337 06 0.250 0.017 1.483
5726347 0.250 0.017 1.233
5726353 06 0.250 0.017 1.483
5726358 11 0.250 0.017 2.108
5726363 11 0.250 0.017 2.108
5726370 11 0.250 0.017 2.108
5726376 11 0.250 0.017 2.108
5726407 0.250 0.017 1.483
5726418 11 0.250 0.017 1.733
5726437 13 0.250 0.017 2.108
5726449 11 0.250 0.017 1.733
5726479 11 0.250 0.017 1.608
5727405 11 0.250 0.017 1.483
5727443 0.250 0.017 1.733
5727445 0.250 0.017 1.108
5727450 11 0.250 0.017 1.358
5727459 0.250 0.017 1.108
5727465 0.250 0.017 1.483
5727472 11 0.250 0.017 2.108
5727900 11 0.250 0.017 1.733
5727914 0.250 0.017 1.108
5727926 33 0.250 0.017 1.858
5727939 0.250 0.017 1.608
5727943 0.250 0.017 2.108
5727949 0.250 0.017 1.358
5727982 0.250 0.017 1.358
5727989 11 0.250 0.017 1.733
5727997 11 0.250 0.017 1.233
5728023 0.250 0.017 1.233
5728036 0.250 0.017 1.358
5728050 13 0.250 0.017 1.733
5728058 11 0.250 0.017 1.983
5728070 11 0.250 0.017 1.108
5728532 06 0.250 0.017 2.108
5728551 11 0.250 0.017 1.983
5728567 0.250 0.017 1.233
5728590 13 0.250 0.017 1.983
5728596 11 0.250 0.017 1.983
5728606 0.250 0.017 1.233
5728625 11 0.250 0.017 1.233
5728640 11 0.250 0.017 0.983
5728659 06 0.250 0.017 1.233
5728673 0.250 0.017 0.858
5728678 11 0.250 0.017 1.983
5729092 0.250 0.017 1.483
5729123 0.250 0.017 1.608
5729131 0.250 0.017 0.108
5729148 0.250 0.017 0.858
5729157 0.250 0.017 1.108
5729226 0.250 0.017 1.983
5729234 11 0.250 0.017 1.733
5729241 11 0.250 0.017 1.358
5729250 11 0.250 0.017 1.608
5729266 33 0.250 0.017 1.858
5731893 11 0.250 0.017 1.108
5731903 11 0.250 0.017 1.858
5787242 0.250 0.017 0.858
</TABLE>
WFALT
WFALT 2000-01 EXHIBIT 3(Part B)
30 YEAR FIXED RATE CONFORMING LIMIT LOANS
(i) (xvii) (xviii)
----- ----------- -----------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
-------- ----------------------------- ------------------------------
4980734 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
4996233 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5135890 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136069 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5136073 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
5150751 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5150792 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5151297 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5151428 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5152151 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152375 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152411 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152442 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152462 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152482 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152497 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152550 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152565 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152577 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152593 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152595 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152622 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152631 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152645 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152666 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152683 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5155629 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5712166 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
5722481 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722482 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722485 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722489 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722492 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722493 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722498 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722500 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722505 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722508 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722511 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722512 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722518 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722519 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722520 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722522 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722523 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722530 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722534 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722543 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722548 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722563 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722574 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722576 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722582 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722585 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722741 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722747 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722751 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722752 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722757 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722763 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722765 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722767 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722774 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722777 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722785 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722786 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722789 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722810 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722836 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722869 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723320 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723330 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723344 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723357 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723367 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723369 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723370 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723373 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723375 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723380 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723387 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723391 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723523 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723525 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723612 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723638 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723650 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723660 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723667 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723692 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723694 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723717 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723719 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723733 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723737 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723741 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723742 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723746 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723748 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723753 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723757 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723764 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723769 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723771 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723777 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723782 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723783 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723800 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723807 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723812 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723813 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723817 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723819 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723824 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723827 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723834 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723839 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723843 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723845 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723855 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723856 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723860 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723864 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723865 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723868 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723869 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723882 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723911 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723916 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723918 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723922 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723923 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723925 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723926 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723930 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723934 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723938 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723963 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723975 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723980 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723984 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723997 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724004 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724041 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724043 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724045 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724052 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724054 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724057 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724059 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724061 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724062 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724068 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724070 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724071 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724072 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724078 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724080 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724083 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724085 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724088 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724090 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724092 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724096 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724098 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724101 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724106 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724108 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724118 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724120 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724126 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724129 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724134 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724139 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724142 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724147 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724151 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724154 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724159 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724163 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724164 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724172 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724177 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724186 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724192 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724197 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724200 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724205 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724208 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724213 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724217 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724221 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724225 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724232 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724242 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724244 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724247 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724250 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724253 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724256 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724257 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724262 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724268 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724274 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724275 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724276 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724278 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724285 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724288 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724294 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724298 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724470 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724474 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724476 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724477 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724479 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724482 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724483 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724484 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724485 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724486 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724489 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724491 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724494 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724495 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724498 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724500 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724501 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724504 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724506 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724507 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724508 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724509 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724510 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724524 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724525 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724528 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724530 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724531 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724533 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724537 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724539 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724541 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724544 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724546 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724549 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724551 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724553 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724556 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724557 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724558 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724560 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724561 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724564 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724569 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724573 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724574 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724580 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724585 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724587 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724594 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724599 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724600 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724605 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724606 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724607 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724610 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724619 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724623 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724630 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724633 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724640 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724648 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724651 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724652 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724655 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724656 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724660 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724663 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724665 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724668 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724669 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724672 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724673 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724674 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724676 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724678 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724683 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724684 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724688 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724691 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724697 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724702 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724705 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724707 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724708 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724709 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724714 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724717 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724721 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724723 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724727 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724730 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724736 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724739 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724743 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724747 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724750 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724755 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724758 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724762 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724764 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724766 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724768 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724774 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724781 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724798 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724804 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5724809 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5726131 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726141 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726155 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726167 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726173 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726178 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726197 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726203 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726209 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726225 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726234 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726247 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726258 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726262 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726273 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726279 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726290 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726291 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726299 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726309 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726317 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726337 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726347 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726353 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726358 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726363 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726370 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726376 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726407 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726418 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726437 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726449 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5726479 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727405 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727443 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727445 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727450 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727459 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727465 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727472 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727900 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727914 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727926 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727939 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727943 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727949 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727982 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727989 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5727997 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728023 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728036 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728050 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728058 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728070 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728532 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728551 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728567 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728590 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728596 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728606 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728625 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728640 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728659 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728673 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5728678 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729092 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729123 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729131 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729148 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729157 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729226 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729234 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729241 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729250 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5729266 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5731893 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5731903 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5787242 ABN AMRO MORTGAGE GROUP INC ABN AMRO MORTGAGE GROUP INC
COUNT: 397
WAC: 8.966902409
WAM: 350.7901898
WALTV: 81.09065406
<PAGE>
EXHIBIT F-3C
[Schedule of Group III Mortgage Loans Serviced by Other Servicers]
<TABLE>
WFALT
WFALT 2000-01 EXHIBIT F-3C
30 YEAR FIXED RATE NON CONFORMING LIMIT LOANS
<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>
4986947 NEWPORT BEACH CA 92662 SFD 8.000 7.500 $5,576.62 360 1-Sep-28
4995931 PRESCOTT AZ 86303 SFD 7.000 6.733 $1,896.12 360 1-Mar-29
5150772 SAN JOSE CA 95126 SFD 8.500 7.500 $2,114.52 360 1-Jan-30
5151280 SANTA BARBARA CA 93105 SFD 8.500 7.500 $2,101.51 360 1-Jan-30
5151288 VENICE CA 90291 SFD 8.375 7.500 $2,536.75 360 1-Jan-30
5151432 ORINDA CA 94563 SFD 9.000 7.500 $3,186.31 360 1-Jan-30
5152179 MORGAN HILL CA 95037 SFD 8.250 7.500 $5,409.12 360 1-Dec-29
5152208 YACHATS OR 97498 SFD 8.000 7.500 $2,747.95 360 1-Dec-29
5152423 WOODSIDE NY 11377 MF2 8.625 7.500 $2,756.10 360 1-Jan-30
5152515 SAN FRANCISCO CA 94110 MF3 8.250 7.500 $3,756.33 360 1-Jan-30
5152522 PORTLAND OR 97215 SFD 8.375 7.500 $4,188.00 360 1-Jan-30
5155598 PHOENIX AZ 85044 SFD 8.750 7.500 $3,835.17 360 1-Jan-30
5156241 SACRAMENTO CA 95864 SFD 8.125 7.500 $2,413.12 360 1-Jan-30
5156293 BRENTWOOD CA 94513 SFD 8.125 7.500 $2,409.40 360 1-Jan-30
5156300 LOS ANGELES CA 90043 SFD 8.000 7.500 $2,993.76 360 1-Dec-29
5156420 OWINGS MILLS MD 21117 PUD 8.250 7.500 $2,058.47 360 1-Jan-30
5722758 WALNUT CREEK CA 94598 SFD 9.125 7.500 $2,505.99 360 1-Mar-30
5722760 IRVINE CA 92606 SFD 9.500 7.500 $2,387.19 360 1-Mar-30
5722855 SCOTTSBORO AL 35769 SFD 9.000 7.500 $2,413.87 360 1-Mar-30
5723310 EDISON NJ 08837 SFD 8.875 7.500 $3,023.46 360 1-Apr-30
5723685 NAGS HEAD NC 27959 SFD 8.875 7.500 $5,012.57 360 1-Nov-29
5723715 AVONDALE PA 19311 SFD 8.875 7.500 $3,439.18 360 1-Dec-29
5723730 DENVER CO 80220 SFD 8.500 7.500 $2,652.75 360 1-Jan-30
5723775 DES PLAINES IL 60016 SFD 8.750 7.500 $2,942.26 360 1-Nov-29
5723785 BRUSH PRAIRIE WA 98606 SFD 8.375 7.500 $2,280.22 360 1-Nov-29
5723859 WATERFORD VA 20197 PUD 8.375 7.500 $3,040.29 360 1-Feb-30
5723866 ST CHARLES IL 60175 SFD 9.750 7.500 $3,324.93 360 1-Feb-30
5723878 GOLD CANYON AZ 85219 SFD 9.000 7.500 $2,701.21 360 1-Mar-30
5723894 NAPERVILLE IL 60540 SFD 9.250 7.500 $3,978.05 360 1-Feb-30
5723921 NAGS HEAD NC 27959 PUD 7.875 7.500 $3,625.35 360 1-Jan-30
5723933 NAGS HEAD NC 27959 SFD 8.750 7.500 $2,624.44 360 1-Feb-30
5723945 NAGS HEAD NC 27959 SFD 9.750 7.500 $4,746.83 360 1-Jan-30
5723952 PETALUMA CA 94952 SFD 9.125 7.500 $3,482.35 360 1-Feb-30
5723960 ATLANTA GA 30309 SFD 8.875 7.500 $2,705.19 360 1-Nov-29
5723967 MOUNT PLEASANT SC 29466 SFD 8.625 7.500 $2,282.42 360 1-Jan-30
5778339 BOULDER CO 80303 SFD 8.500 7.500 $2,091.44 360 1-Jun-30
5784813 CHICAGO IL 60613 MF3 7.750 7.483 $3,599.97 360 1-Sep-29
5803423 RANCHO MIRAGE CA 92260 SFD 8.500 7.500 $2,244.46 360 1-Jun-30
5803432 SAN LORENZO CA 94580 SFD 9.000 7.500 $2,171.68 360 1-Jul-30
WFALT
WFALT 2000-01 EXHIBIT 3
30 YEAR FIXED RATE NON CONFORMING LIMIT LOANS
(continued)
<CAPTION>
(i) (ix) (x) (xi) (xii) (xiii) (xv) (xvi)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CUT-OFF
MORTGAGE DATE MORTGAGE MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------------------------------------------------------------------------
4986947 $746,177.21 42.22 0.250 0.017 0.233
4995931 $280,320.28 74.03 0.250 0.017 0.000
5150772 $273,457.39 77.46 0.250 0.017 0.733
5151280 $271,774.87 62.83 0.250 0.017 0.733
5151288 $331,700.83 74.17 0.250 0.017 0.608
5151432 $393,993.79 80.00 0.250 0.017 1.233
5152179 $715,256.83 80.00 0.250 0.017 0.483
5152208 $371,864.04 89.99 13 0.250 0.017 0.233
5152423 $352,412.06 95.00 11 0.250 0.017 0.858
5152515 $497,050.35 80.00 0.250 0.017 0.483
5152522 $547,830.23 74.97 0.250 0.017 0.608
5155598 $484,900.76 75.00 0.250 0.017 0.983
5156241 $323,033.96 75.58 0.250 0.017 0.358
5156293 $322,533.25 72.11 0.250 0.017 0.358
5156300 $405,020.94 80.00 0.250 0.017 0.233
5156420 $272,279.96 76.11 0.250 0.017 0.483
5722758 $306,826.15 80.00 0.250 0.017 1.358
5722760 $282,898.95 79.97 0.250 0.017 1.733
5722855 $298,433.11 73.17 0.250 0.017 1.233
5723310 $378,697.86 80.00 0.250 0.017 1.108
5723685 $625,967.95 70.00 0.250 0.017 1.108
5723715 $423,945.84 65.00 0.250 0.017 1.108
5723730 $343,064.82 75.00 0.250 0.017 0.733
5723775 $371,544.84 85.00 06 0.250 0.017 0.983
5723785 $297,775.04 79.16 0.250 0.017 0.608
5723859 $397,486.29 76.19 0.250 0.017 0.608
5723866 $385,513.82 70.36 0.250 0.017 1.983
5723878 $334,398.11 83.93 13 0.250 0.017 1.233
5723894 $481,489.55 95.00 0.250 0.017 1.483
5723921 $496,820.55 74.07 0.250 0.017 0.108
5723933 $331,010.08 80.00 0.250 0.017 0.983
5723945 $550,103.25 65.00 0.250 0.017 1.983
5723952 $426,126.66 80.00 0.250 0.017 1.358
5723960 $337,824.03 80.00 0.250 0.017 1.108
5723967 $291,812.90 90.00 0.250 0.017 0.858
5778339 $271,333.87 76.19 0.250 0.017 0.733
5784813 $497,445.92 75.00 0.250 0.017 0.000
5803423 $291,185.11 70.00 0.250 0.017 0.733
5803432 $269,454.38 90.00 12 0.250 0.017 1.233
$15,280,765.83
WFALT
WFALT 2000-01 EXHIBIT 3(Part B)
30 YEAR FIXED RATE NON CONFORMING LIMIT LOANS
<CAPTION>
(i) (xvii) (xviii)
----------------------------------------------------------------------
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
----------------------------------------------------------------------
<S> <C> <C>
4986947 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4995931 FIRST UNION MORTGAGE CORP FIRST UNION MORTGAGE CORP
5150772 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5151280 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5151288 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5151432 DOWNEY SAVINGS & LOAN ASSOC DOWNEY SAVINGS & LOAN ASSOC
5152179 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152208 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152423 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152515 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5152522 BANK UNITED OF TEXAS BANK UNITED OF TEXAS
5155598 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156241 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156293 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156300 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5156420 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722758 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722760 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5722855 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723310 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
5723685 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723715 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723730 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723775 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723785 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723859 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723866 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723878 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723894 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723921 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723933 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723945 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723952 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723960 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5723967 FIRST HORIZON HOME LOAN CORP FIRST HORIZON HOME LOAN CORP
5778339 FIRST NATIONWIDE MORTGAGE CO FIRST NATIONWIDE MORTGAGE CO
5784813 ABN AMRO MORTGAGE GROUP INC ABN AMRO MORTGAGE GROUP INC
5803423 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
5803432 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
COUNT: 39
WAC: 8.584019724
WAM: 350.2224225
WALTV: 75.95209236
</TABLE>
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
<TABLE>
<CAPTION>
LOAN INFORMATION
<S> <C>
Name of Mortgagor: _______________________________________________________
Servicer
Loan No.: _______________________________________________________
CUSTODIAN/TRUST ADMINISTRATOR
Name: _______________________________________________________
Address: _______________________________________________________
_______________________________________________________
Custodian/Trust Administrator
Mortgage File No.: _______________________________________________________
SELLER
Name: _______________________________________________________
Address: _______________________________________________________
_______________________________________________________
Certificates: Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1
</TABLE>
The undersigned Master Servicer hereby acknowledges that it
has received from First Union National Bank, as Trust Administrator for the
Holders of Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1, the
documents referred to below (the "Documents"). All capitalized terms not
otherwise defined in this Request for Release shall have the meanings given them
in the Pooling and Servicing Agreement dated as of October 27, 2000 (the
"Pooling and Servicing Agreement") among the Trust Administrator, the Seller,
the Master Servicer and the United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of
<PAGE>
_______________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
( ) _____________________________________________
The undersigned Master Servicer hereby acknowledges and agrees as
follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage
Loan relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trust Administrator,
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.
G-2
<PAGE>
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:
__________________________________________
Name:
Title:
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND FOR
NON-ERISA INVESTORS
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1._______That he is [Title of Officer] of [Name of Purchaser] (the
"Purchaser"), a [description of type of entity] duly organized and existing
under the laws of the [State of ] [United States], on behalf of which he makes
this affidavit.
2._______That the Purchaser's Taxpayer Identification Number is [ ].
3._______That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Wells Fargo Asset Securities Corporation Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-1, Class II-A-R Certificate
(the "Class II-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 II-A-R
Certificate as they become due.
<PAGE>
5._______That the Purchaser understands that it may incur tax liabilities
with respect to the Class II-A-R Certificate in excess of cash flows generated
by the Class II-A-R Certificate.
6._______That the Purchaser will not transfer the Class II-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 II-A-R Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trust Administrator with an effective
Internal Revenue Service Form 4224 or successor form at the time and in the
manner required by the Code or (iii) is a Non-U.S. Person that has delivered to
both the transferor and the Trust Administrator an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class II-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 II-A-R
Certificate will not be disregarded for federal income tax purposes. "U.S.
Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8._______That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class II-A-R Certificate to such a "disqualified organization,"
an agent thereof, an ERISA Prohibited Holder or a person that does not satisfy
the requirements of paragraph 4, paragraph 5 and paragraph 7 hereof.
9._______That the Purchaser consents to the designation of the Master
Servicer as its agent to act as "tax matters person" of the REMIC pursuant to
Section 3.01 of the Pooling and Servicing Agreement, and if such designation is
not permitted by the Code and applicable law, to act as tax matters person if
requested to do so.
H-2
<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__.
H-3
<PAGE>
EXHIBIT I
[Letter from Transferor of Class II-A-R Certificate]
[Date]
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Re: Wells Fargo Asset Securities Corporation,
SERIES 2000-1, CLASS II-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 ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2000-1
CLASS [B-4][B-5][B-6] CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Wells
Fargo Asset Securities Corporation Mortgage Asset-Backed Pass-Through
Certificates, Series 2000-1, Class [B-4][B-5][B-6] Certificates (the
"Class[B-4][B-5][B-6] Certificates") in the principal amount of $___________. In
doing so, the Purchaser hereby acknowledges and agrees as follows:
Section 1.________DEFINITIONS. Each capitalized term used
herein and not otherwise defined herein shall have the meaning ascribed to it in
the Pooling and Servicing Agreement, dated as of October 27, 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"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee"), of Wells Fargo Asset Securities
Corporation Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1.
Section 2.________REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER. In connection with the proposed transfer, the Purchaser represents
and warrants to the Seller, the Master Servicer and the Trust Administrator
that:
(b) The Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [B-4][B-5][B-6] Certificates,
and to enter into this Agreement, and duly executed and delivered this
Agreement.
(c) The Purchaser is acquiring the Class[B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to the
distribution thereof, in whole or in part.
(d) [The Purchaser has knowledge of financial and business
matters and is capable of evaluating the merits and risks of an investment in
the Class [B-4][B-5][B-6]
<PAGE>
Certificates; the Purchaser has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Purchaser is able to bear the economic risk of an investment in the Class
[B-4][B-5][B-6] Certificates and can afford a complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within
the meaning of Rule 144A of the Act.]
(e) The Purchaser confirms that (a) it has received and
reviewed a copy of the Private Placement Memorandum dated __________ __, 19__,
relating to the Class [B-4][B-5][B-6] Certificates and reviewed, to the extent
it deemed appropriate, the documents attached thereto or incorporated by
reference therein, (b) it has had the opportunity to ask questions of, and
receive answers from the Seller concerning the Class [B-4][B-5][B-6]
Certificates and all matters relating thereto, and obtain any additional
information (including documents) relevant to its decision to purchase the Class
[B-4][B-5][B-6] Certificates that the Seller possesses or can possess without
unreasonable effort or expense and (c) it has undertaken its own independent
analysis of the investment in the Class [B-4][B-5][B-6] Certificates. The
Purchaser will not use or disclose any information it receives in connection
with its purchase of the Class [B-4][B-5][B-6] Certificates other than in
connection with a subsequent sale of Class [B-4][B-5][B-6] Certificates.
(f) Either (i) the Purchaser is not an employee benefit plan
or other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust Estate and
(b) such other opinions of counsel, officers' certificates and agreements as the
Seller or the Master Servicer may have required. A Benefit Plan Opinion is an
opinion of counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement (including any liability for civil penalties or excise taxes imposed
pursuant to ERISA, Section 4975 of the Code or Similar Law).
(g) If the Purchaser is a depository institution subject to
the jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve
J-2
<PAGE>
System ("FRB"), the Federal Deposit Insurance Corporation ("FDIC"), the Office
of Thrift Supervision ("OTS") or the National Credit Union Administration
("NCUA"), the Purchaser has reviewed the "Supervisory Policy Statement on
Securities Activities" dated January 28, 1992 of the Federal Financial
Institutions Examination Council and the April 15, 1994 Interim Revision thereto
as adopted by the OCC, FRB, FDIC, OTS and NCUA (with modifications as
applicable), as appropriate, other applicable investment authority, rules,
supervisory policies and guidelines of these agencies and, to the extent
appropriate, state banking authorities and has concluded that its purchase of
the Class [B-4][B-5][B-6] Certificates is in compliance therewith.
Section 3. TRANSFER OF CLASS [B-4][B-5][B-6]CERTIFICATES.
(h) The Purchaser understands that the Class [B-4][B-5][B-6]
Certificates have not been registered under the Securities Act of 1933 (the
"Act") or any state securities laws and that no transfer may be made unless the
Class [B-4][B-5][B-6] Certificates are registered under the Act and applicable
state law or unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor the Trust
Administrator is under any obligation to register the Class [B-4][B-5][B-6]
Certificates or make an exemption available. In the event that such a transfer
is to be made in reliance upon an exemption from the Act or applicable state
securities laws, (i) the Trust Administrator shall require, in order to assure
compliance with such laws, that the Certificateholder's prospective transferee
certify to the Trust Administrator as to the factual basis for the registration
or qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, the
Trust Administrator or the Seller may, if such transfer is made within three
years from the later of (a) the Closing Date or (b) the last date on which the
Seller or any affiliate thereof was a holder of the Certificates proposed to be
transferred, require an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Act and state securities laws, which Opinion
of Counsel shall not be an expense of the Trust Administrator, the Master
Servicer or the Seller. Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Master Servicer, any Paying Agent acting on behalf of the
Trust Administrator and the Seller against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
(i) No transfer of a Class [B-4][B-5][B-6] Certificate shall
be made unless the transferee provides the Seller and the Trust Administrator
with a Transferee's Letter, substantially in the form of this Agreement. (j) The
Purchaser acknowledges that its Class [B-4][B-5][B-6] Certificates bear a legend
setting forth the applicable restrictions on transfer.
J-3
<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:
-------------------------------------
J-4
<PAGE>
EXHIBIT K
WELLS FARGO ASSET SECURITIES CORPORATION
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2000-1
CLASS [B-1] [B-2] [B-3] CERTIFICATES
TRANSFEREE'S LETTER
---------------- --, ----
First Union National Bank
401 South Tryon Street
Charlotte, North Carolina 28202
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Wells
Fargo Asset Securities Corporation Mortgage Asset-Backed Pass-Through
Certificates, Series 2000-1, Class [B-1] [B-2] [B-3] Certificates (the "Class
[B-1] [B-2] [B-3] Certificates") in the principal amount of $___________. In
doing so, the Purchaser hereby acknowledges and agrees as follows:
Section 1.________DEFINITIONS. Each capitalized term used
herein and not otherwise defined herein shall have the meaning ascribed to it in
the Pooling and Servicing Agreement, dated as of October 27, 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"), First Union National Bank, as trust
administrator (the "Trust Administrator") and the United States Trust Company of
New York, as trustee (the "Trustee") of Wells Fargo Asset Securities Corporation
Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1.
Section 2.________REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER. In connection with the proposed transfer, the Purchaser represents
and warrants to the Seller, the Master Servicer and the Trust Administrator
that:
Either (i) the Purchaser is not an employee benefit plan or
other retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan,
as defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the
Purchaser is an insurance company, (A) the source of funds used to purchase the
Class [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
<PAGE>
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 Trust Administrator of the Trust Estate and (b) such other
opinions of counsel, officers' certificates and agreements as the Seller or the
Master Servicer may have required. A Benefit Plan Opinion is an opinion of
counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trust Administrator, the 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]
K-2
<PAGE>
EXHIBIT L
SERVICING AGREEMENTS
WFHM Servicing Agreement
Bank of America, N.A. Servicing Agreement
Bank United Servicing Agreement
First Horizon Home Loan Corporation Servicing Agreement
Downey Savings & Loan Association, F.A. Servicing Agreement
Merrill Lynch Credit Corporation Servicing Agreement
ABN AMRO Mortgage Group, Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Countrywide Home Loans, Inc. Servicing Agreement
National City Mortgage Co. Servicing Agreement
First Nationwide 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 into as of ___, between Wells Fargo Bank
Minnesota, National Association (the "Company" and "Wells Fargo Bank") and
(the "Purchaser").
PRELIMINARY STATEMENT
____________________________________ is the holder of the
entire interest in Wells Fargo Asset Securities Corporation Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-1, Class ____ (the "Class B
Certificates"). The Class B Certificates were issued pursuant to a Pooling and
Servicing Agreement dated as of October 27, 2000 among Wells Fargo Asset
Securities Corporation, as seller (the "Seller"), Wells Fargo Bank Minnesota,
National Association, as Master Servicer, First Union National Bank, as Trust
Administrator, and United States Trust Company of New York, as Trustee.
____________________________________ intends to resell all of
the Class B Certificates directly to the Purchaser on or promptly after the date
hereof.
In connection with such sale, the parties hereto have agreed
that the Company will cause, to the extent that the Company as Master Servicer
is granted such authority in the related Servicing Agreements, the related
servicers (each a related "Servicer"), which service the Mortgage Loans which
comprise the Trust Estate related to the above referenced series under the
related servicing agreements (each a related "Servicing Agreement"), to engage
in certain special servicing procedures relating to foreclosures for the benefit
of the Purchaser, and that the Purchaser will deposit funds in a collateral fund
to cover any losses attributable to such procedures as well as all advances and
costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained,
the receipt and sufficiency of which are hereby acknowledged, the Company and
the Purchaser agree that the following provisions shall become effective and
shall be binding on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
<PAGE>
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York are required
or authorized by law or executive order to be closed.
COLLATERAL FUND: The fund established and maintained pursuant
to Section 3.01 hereof.
COLLATERAL FUND PERMITTED INVESTMENTS: Either (i) obligations
of, or obligations fully guaranteed as to principal and interest by, the United
States, or any agency or instrumentality thereof, provided such obligations are
backed by the full faith and credit of the United States, (ii) a money market
fund rated in the highest rating category by a nationally recognized rating
agency selected by the Company, (iii) cash, (iv) mortgage pass-through
certificates issued or guaranteed by Government National Mortgage Association,
FNMA or FHLMC, (v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date), the issuer of which may be an affiliate of the Company, having
at the time of such investment a rating of at least A-1 by Standard & Poor's
("S&P") or at least F-1 by Fitch, Inc. ("Fitch") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch or
S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least A-1 by S&P or F-1 by Fitch or (z) the depository institution or trust
company is one that is acceptable to either S&P or Fitch and, for each of the
preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
COMMENCEMENT OF FORECLOSURE: The first official action
required under local law in order to commence foreclosure proceedings or to
schedule a trustee's sale under a deed of trust, including (i) in the case of a
mortgage, any filing or service of process necessary to commence an action to
foreclose, or (ii) in the case of a deed of trust, posting, the publishing,
filing or delivery of a notice of sale, but not including in either case (x) any
notice of default, notice of intent to foreclose or sell or any other action
prerequisite to the actions specified in (i) or (ii) above, (y) the acceptance
of a deed-in-lieu of foreclosure (whether in connection with a sale of the
related property or otherwise) or (z) initiation and completion of a short
pay-off.
CURRENT APPRAISAL: With respect to any Mortgage Loan as to
which the Purchaser has made an Election to Delay Foreclosure, an appraisal of
the related Mortgaged Property obtained by the Purchaser at its own expense from
an independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
ELECTION TO DELAY FORECLOSURE: Any election by the Purchaser
to delay the Commencement of Foreclosure, made in accordance with Section
2.02(b).
<PAGE>
M-2
ELECTION TO FORECLOSE: Any election by the Purchaser to
proceed with the Commencement of Foreclosure, made in accordance with Section
2.03(a).
MONTHLY ADVANCES: Principal and interest advances and
servicing advances including costs and expenses of foreclosure.
REQUIRED COLLATERAL FUND BALANCE: As of any date of
determination, an amount equal to the aggregate of all amounts previously
required to be deposited in the Collateral Fund pursuant to Section 2.02(d)
(after adjustment for all withdrawals and deposits pursuant to Section 2.02(e))
and Section 2.03(b) (after adjustment for all withdrawals and deposits pursuant
to Section 2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom
pursuant to Section 2.02(g) and Section 2.03(d).
Section 1.02 DEFINITIONS INCORPORATED BY REFERENCE
All capitalized terms not otherwise defined in this Agreement
shall have the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 REPORTS AND NOTICES
(a) In connection with the performance of its duties
under the Pooling and Servicing Agreement relating to the realization upon
defaulted Mortgage Loans, the Company as Master Servicer shall provide to the
Purchaser the following notices and reports:
(i) Within five Business Days after each Distribution Date
(or included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing
Agreement), the Company, shall provide to the Purchaser a report,
using the same methodology and calculations in its standard
servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C)
ninety days or more delinquent or (D) in foreclosure, and
indicating for each such Mortgage Loan the loan number and
outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection
with any Mortgage Loan, the Company shall cause (to the extent
that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the Servicer to provide the
Purchaser with a notice (sent by telecopier) of such proposed and
imminent foreclosure, stating the loan number and the aggregate
amount owing under the Mortgage Loan. Such notice may be provided
to the Purchaser in the form of a copy of a referral letter from
such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under
M-3
<PAGE>
subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been
given to the Purchaser; provided, that (1) the related Servicer shall only be
required to provide information that is readily accessible to its servicing
personnel and is non-confidential and (2) the related Servicer shall respond
within five Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 PURCHASER'S ELECTION TO DELAY FORECLOSURE
PROCEEDINGS
(a) The Purchaser shall be deemed to direct the Company to
direct (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) the related Servicer that in the
event that the Company does not receive written notice of the Purchaser's
election pursuant to subsection (b) below within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice provided by the
Company under Section 2.01 (a) (ii) subject to extension as set forth in Section
2.02(b), the related Servicer may proceed with the Commencement of Foreclosure
in respect of such Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the Mortgage Loan (including by means of a short payoff approved
by the related Servicer) or (ii) if the related Servicer has reached the terms
of a forbearance agreement with the borrower. In the latter case, the related
Servicer may complete such forbearance agreement unless instructed otherwise by
the Purchaser within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which
a notice under Section 2.01(a)(ii) has been given to the Purchaser, the
Purchaser may elect to instruct the Company to cause, to the extent that the
Company as Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the related Servicer may proceed with
the Commencement of Foreclosure. Such election must be evidenced by written
notice received within 24 hours (exclusive of any intervening non-Business Days)
of transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
M-4
<PAGE>
(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
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Estate at a purchase price equal to the fair market value as shown on the
Current Appraisal, to be paid by (x) applying any balance in the Collateral Fund
to such to such purchase price, and (y) to the extent of any deficiency, by wire
transfer of immediately available funds from the Purchaser to the Company for
deposit in the related Certificate Account; or (ii) the related Servicer shall
proceed with the Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 PURCHASER'S ELECTION TO COMMENCE FORECLOSURE
PROCEEDINGS
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the
Company to cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement, the related Servicer to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to 125% of the
current unpaid principal balance of the Mortgage Loan and three months interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If and when any
such Mortgage Loan is brought current by the mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be released
to the Purchaser if and to the extent that reimbursement therefor from amounts
paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. The terms of this Agreement will no longer apply to the servicing
of any Mortgage Loan upon the failure of the Purchaser to deposit the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Foreclose subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the related Servicer shall continue
to service the Mortgage Loan in accordance with its customary procedures (other
than Commencement of Foreclosure as provided herein). In connection therewith,
the Company shall have the same rights to make withdrawals for Monthly Advances
and Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be
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required to cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement, the related Servicer to
proceed with the Commencement of Foreclosure if (i) the same is stayed as a
result of the mortgagor's bankruptcy or is otherwise barred by applicable law,
or to the extent that all legal conditions precedent thereto have not yet been
complied with, or (ii) the Company believes there is a breach of representations
or warranties by the Company, a Servicer, or a Seller, which may result in a
repurchase or substitution of such Mortgage Loan, or (iii) the Company or
related Servicer reasonably believes the Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances (and, without
limiting the related Servicer's right not to proceed with the Commencement of
Foreclosure, the Company supplies the Purchaser with information supporting such
belief). Any foreclosure that has been initiated may be discontinued (x) without
notice to the Purchaser if the Mortgage Loan has been brought current or if a
refinancing or prepayment occurs with respect to the Mortgage Loan (including by
means of a short payoff approved by the Purchaser) or (y) with notice to the
Purchaser if the related Servicer has reached the terms of a forbearance
agreement unless instructed otherwise by the Purchaser within two Business Days
of such notification. Any such instruction shall be based upon a decision that
such forbearance agreement is not in conformity with reasonable servicing
practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 TERMINATION
(a) With respect to all Mortgage Loans included in the Trust
Estate, the Purchaser's right to make any Election to Delay Foreclosure or any
Election to Foreclose and the Company's obligations under Section 2.01 shall
terminate (i) at such time as the Principal Balance of the Class B Certificates
has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or
higher percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and
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Servicing Agreement), including any such transfer in connection with a
termination of the Trust Estate or (iv) upon any breach of the terms of this
Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01 COLLATERAL FUND
Upon receipt from the Purchaser of the initial amount required
to be deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Wells Fargo Asset Securities Corporation Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-1. Amounts held in the
Collateral Fund shall continue to be the property of the Purchaser, subject to
the first priority security interest granted hereunder for the benefit of the
Certificateholders, until withdrawn from the Collateral Fund pursuant to Section
2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund"
within the meaning of the REMIC Provisions, beneficially owned by the Purchaser
for federal income tax purposes. All income, gain, deduction or loss with
respect to the Collateral Fund shall be that of the Purchaser. All distributions
from the Trust Fund to the Collateral Fund shall be treated as distributed to
the Purchaser as the beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of
all Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02 COLLATERAL FUND PERMITTED INVESTMENTS
The Company shall, at the written direction of the Purchaser,
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, the Company shall select such
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investments in accordance with the definition of Collateral Fund Permitted
Investments in its discretion.
All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of any losses on
such investments) and any payments of principal made in respect of any
Collateral Fund Permitted Investment shall be deposited in the Collateral Fund
upon receipt. All costs and realized losses associated with the purchase and
sale of Collateral Fund Permitted Investments shall be borne by the Purchaser
and the amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03 GRANT OF SECURITY INTEREST
The Purchaser hereby grants to the Company for the benefit of
the Certificateholders under the Pooling and Servicing Agreement a security
interest in and lien on all of the Purchaser's right, title and interest,
whether now owned or hereafter acquired, in and to: (1) the Collateral Fund, (2)
all amounts deposited in the Collateral Fund and Collateral Fund Permitted
Investments in which such amounts are invested (and the distributions and
proceeds of such investments) and (3) all cash and non-cash proceeds of any of
the foregoing, including proceeds of the voluntary conversion thereof (all of
the foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security
interest in the Collateral for the benefit of the Certificateholders. The
Purchaser shall take all actions requested by the Company as may be reasonably
necessary to perfect the security interest created under this Agreement in the
Collateral and cause it to be prior to all other security interests and liens,
including the execution and delivery to the Company for filing of appropriate
financing statements in accordance with applicable law. The Company shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04 COLLATERAL SHORTFALLS
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
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ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 AMENDMENT
This Agreement may be amended from time to time by the Company
and the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02 COUNTERPARTS
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03 GOVERNING LAW
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04 NOTICES
All demands, notices and direction hereunder shall be in
writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Wells Fargo Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
___________________________________
___________________________________
___________________________________
Attention: ________________________
Section 4.05 SEVERABILITY OF PROVISIONS
If any one or more of the covenants, agreements, provision or
terms of this Agreement shall be for any reason whatsoever, including
regulatory, held invalid, then such covenants, agreements, provisions or terms
of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement.
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Section 4.06 SUCCESSORS AND ASSIGNS
The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the
Certificateholders; provided, however, that the rights under this Agreement
cannot be assigned by the Purchaser without the consent of the Company.
Section 4.07 ARTICLE AND SECTION HEADINGS
The article and section headings herein are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.08 CONFIDENTIALITY
The Purchaser agrees that all information supplied by or on
behalf of the Company pursuant to Sections 2.01 or 2.02, including individual
account information, is the property of the Company and the Purchaser agrees to
hold such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer,
director, employee, affiliate or independent contractor acting at such party's
direction will disclose the terms of Section 4.09 of this Agreement to any
person or entity other than such party's legal counsel except pursuant to a
final, non-appealable order of court, the pendency of such order the other party
will have received notice of at least five business days prior to the date
thereof, or pursuant to the other party's prior express written consent.
Section 4.09 INDEMNIFICATION
The Purchaser agrees to indemnify and hold harmless the
Company, the Seller, and each Servicer and each person who controls the Company,
the Seller, or a Servicer and each of their respective officers, directors,
affiliates and agents acting at the Company's, the Seller's, or a Servicer's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of, or
are based upon, actions taken by, or actions not taken by, the Company, the
Seller, or a Servicer, or on their behalf, in accordance with the provisions of
this Agreement and (i) which actions conflict with the Company's, the Seller's,
or a Servicer's obligations under the Pooling and Servicing Agreement or the
related Servicing Agreement, or (ii) give rise to securities law liability under
federal or state securities laws with respect to the Certificates. The Purchaser
hereby agrees to reimburse the Indemnified Parties for the reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action. The indemnification
obligations of the Purchaser hereunder shall survive the termination or
expiration of this Agreement.
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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:
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Name:
Title:
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By:
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Name:
Title:
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