<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 1, 1999
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. (as company under a Pooling
and Servicing Agreement dated as of December 1, 1999 providing for, inter alia,
the issuance of Mortgage-Backed Pass-Through Certificates, Series 1999-WM2)
Credit Suisse First Boston Mortgage Securities Corp.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-53115 13-3320910
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(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
11 Madison Avenue, 5th Floor New York, New York 10010
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 325-2000
(Former name or former address, if changed since last report)
Exhibit Index located on Page 2
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Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies): The following execution copies of
Exhibits to the Form S-3 Registration Statement of the Registrant are hereby
filed:
Sequentially
Exhibit Numbered
Number Exhibit Page
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10.1 Pooling and Servicing Agreement, dated as of December 1, 1999 among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, Washington Mutual
Bank, F.A., as seller and servicer, and Bank One, National Association, as
trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.
By:_______________________
Name: Kari Skilbred
Title: Vice President
Dated: December 23, 1999
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Exhibit 10.1
Pooling and Servicing Agreement, dated as of December 1, 1999 among
Credit Suisse First Boston Mortgage Securities Corp., as depositor, Washington
Mutual Bank, F.A., as seller and servicer, and Bank One, National Association,
as trustee.
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EXECUTION COPY
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
WASHINGTON MUTUAL BANK, FA
Seller and Servicer,
BANK ONE, NATIONAL ASSOCIATION
TRUSTEE,
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POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1999
relating to
WASHINGTON MUTUAL BANK, FA
MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 1999-WM2
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS...................................................2
ARTICLE II CONVEYANCE OF TRUST FUND; REPRESENTATIONS AND WARRANTIES.....30
SECTION 2.01 Conveyance of Trust Fund............................30
SECTION 2.02 Acceptance by Trustee...............................32
SECTION 2.03 Representations, Warranties and Covenants of the
Servicer and Seller.................................33
SECTION 2.04 Representations, Warranties and Covenants of the
Seller with respect to the Mortgage Loans...........34
SECTION 2.05 Issuance of Certificates............................41
SECTION 2.06 REMIC Provisions....................................41
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...............45
SECTION 3.01 Servicing Standard..................................45
SECTION 3.02 Enforcement of the Obligations of Sub-Servicers.....46
SECTION 3.03 Termination of the Rights of Sub-Servicers..........47
SECTION 3.04 Liability of the Servicer...........................47
SECTION 3.05 Rights of the Depositor and the Trustee in Respect
of the Servicer.....................................47
SECTION 3.06 Trustee to Act as Servicer..........................48
SECTION 3.07 Collection of Mortgage Loan Payments................48
SECTION 3.08 Collection of Taxes, Assessments and Similar
Items; Escrow Accounts..............................50
SECTION 3.09 Permitted Withdrawals from the Custodial Account....50
SECTION 3.10 Maintenance of Primary Mortgage Insurance Policies;
Collections Thereunder..............................51
SECTION 3.11 Maintenance of Hazard Insurance and Other
Insurance ..........................................52
SECTION 3.12 Enforcement of Due-On-Sale Clauses; Assumption
Agreements .........................................53
SECTION 3.13 Realization Upon Defaulted Mortgage Loans...........54
SECTION 3.14 Trustee to Cooperate; Release of Trustee
Mortgage Files .....................................56
SECTION 3.15 Documents, Records and Funds in Possession of
Servicer to be Held for the Trustee for the
Benefit of the Certificateholders...................57
SECTION 3.16 Servicing Compensation; Compensating Interest.......57
SECTION 3.17 Reports to the Depositor; Account Statements........58
SECTION 3.18 Annual Statement as to Compliance...................58
SECTION 3.19 Annual Independent Public Accountants' Servicing
Report .............................................58
SECTION 3.20 Reports to Trustee..................................59
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TABLE OF CONTENTS
(continued)
Page
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS................59
SECTION 4.01 Certificate Account.................................59
SECTION 4.02 Distributions.......................................59
SECTION 4.03 Allocation of Realized Losses.......................65
SECTION 4.04 Monthly Statements to Certificateholders............66
SECTION 4.05 Prepayment Interest Shortfalls and Relief Act
Shortfalls .........................................67
ARTICLE V ADVANCES.....................................................68
SECTION 5.01 Monthly Advances by the Servicer....................68
SECTION 5.02 Advances for Attorneys' Fees........................68
SECTION 5.03 Nonrecoverable Advances.............................69
SECTION 5.04 Advance Procedures..................................69
ARTICLE VI THE CERTIFICATES.............................................69
SECTION 6.01 The Certificates....................................69
SECTION 6.02 Registration of Transfer and Exchange of
Certificates .......................................70
SECTION 6.03 Mutilated, Destroyed, Lost or Stolen Certificates...74
SECTION 6.04 Persons Deemed Owners...............................75
SECTION 6.05 Access to List of Certificateholders' Names and
Addresses ..........................................75
SECTION 6.06 Maintenance of Office or Agency.....................75
SECTION 6.07 Book-Entry Certificates.............................75
SECTION 6.08 Notices to Clearing Agency..........................76
SECTION 6.09 Definitive Certificates.............................76
ARTICLE VII THE DEPOSITOR, SELLER AND THE SERVICER.......................77
SECTION 7.01 Liabilities of the Depositor, Seller and the
Servicer ...........................................77
SECTION 7.02 Merger or Consolidation of the Depositor, the
Seller or the Servicer..............................78
SECTION 7.03 Limitation on Liability of the Depositor, the
Servicer and Others.................................78
SECTION 7.04 Servicer Not to Resign..............................79
SECTION 7.05 Errors and Omissions Insurance; Fidelity Bonds......79
SECTION 7.06 Seller and Servicer May Own Certificates............79
ARTICLE VIII DEFAULT......................................................79
SECTION 8.01 Events of Default...................................79
SECTION 8.02 Trustee to Act; Appointment of Successor............81
SECTION 8.03 Notification to Certificateholders..................82
SECTION 8.04 Waiver of Events of Default.........................82
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TABLE OF CONTENTS
(continued)
Page
ARTICLE IX CONCERNING THE TRUSTEE.......................................82
SECTION 9.01 Duties of Trustee...................................82
SECTION 9.02 Certain Matters Affecting the Trustee...............84
SECTION 9.03 Trustee Not Liable for Certificates or Mortgage
Loans ..............................................85
SECTION 9.04 Trustee May Own Certificates........................85
SECTION 9.05 Trustee's Compensation and Expenses.................85
SECTION 9.06 Eligibility Requirements for Trustee................86
SECTION 9.07 Resignation and Removal of Trustee..................86
SECTION 9.08 Successor Trustee...................................86
SECTION 9.09 Merger or Consolidation of Trustee..................87
SECTION 9.10 Appointment of Co-Trustee or Separate Trustee.......87
SECTION 9.11 Office of the Trustee...............................88
SECTION 9.12 Tax Returns, 1934 Act Reporting, Other Data.........88
ARTICLE X TERMINATION..................................................89
SECTION 10.01 Termination upon Liquidation or Repurchase of
all Mortgage Loans..................................89
SECTION 10.02 Procedure Upon Optional or Other Final Termination..89
SECTION 10.03 Additional Termination Requirements.................90
ARTICLE XI MISCELLANEOUS PROVISIONS.....................................91
SECTION 11.01 Amendment...........................................91
SECTION 11.02 Recordation of Agreement; Counterparts..............92
SECTION 11.03 Governing Law.......................................92
SECTION 11.04 Intention of Parties................................92
SECTION 11.05 Notices.............................................93
SECTION 11.06 Severability of Provisions..........................94
SECTION 11.07 Limitation on Rights of Certificateholders..........94
SECTION 11.08 Certificates Nonassessable and Fully Paid...........95
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TABLE OF CONTENTS
(continued)
Page
EXHIBIT A FORM OF CLASS A CERTIFICATE.......................................1
EXHIBIT B FORM OF CLASS M CERTIFICATE.......................................1
EXHIBIT C FORM OF CLASS B CERTIFICATE.......................................1
EXHIBIT D FORM OF CLASS [R-1][R-2] CERTIFICATE..............................1
EXHIBIT E SCHEDULE OF MORTGAGE LOANS........................................1
EXHIBIT F-1 FORM OF INITIAL CERTIFICATION OF TRUSTEE........................1
EXHIBIT F-2 FORM OF CERTIFICATION OF TRUSTEE................................1
EXHIBIT G FORM OF REQUEST FOR RELEASE.......................................1
EXHIBIT H-1 FORM OF INVESTOR REPRESENTATION LETTER..........................1
EXHIBIT H-2 FORM OF TRANSFEROR REPRESENTATION LETTER........................1
EXHIBIT I FORM OF RULE 144A INVESTMENT REPRESENTATION........................1
EXHIBIT J FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT.................1
EXHIBIT K FORM OF TRANSFER CERTIFICATE......................................1
EXHIBIT L FORM OF ALLONGE ...................................................1
EXHIBIT M SCHEDULE OF DISCOUNT FRACTIONS.....................................1
ANNEX Y CLASS Y PRINCIPAL DISTRIBUTION.....................................Y-1
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THIS POOLING AND SERVICING AGREEMENT, dated as of December 1, 1999,
is hereby executed by and between CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., depositor (the "Depositor"), WASHINGTON MUTUAL BANK, FA. ("Washington
Mutual"), in its capacity as seller (the "Seller") and in its capacity as
servicer (the "Servicer") and BANK ONE, NATIONAL ASSOCIATION, a national banking
association, as trustee (the "Trustee"). Capitalized terms used in this
Agreement and not otherwise defined will have the meanings assigned to them in
Article I below.
PRELIMINARY STATEMENT
The Depositor is the owner of the Mortgage Loans and the other
property being conveyed by it to the Trustee in its capacity as trustee of the
Trust Fund, in accordance with this Agreement, and the Depositor has duly
authorized the execution and delivery of this Agreement to provide for the
conveyance to the Trustee of the Trust Fund.
As provided herein, the Trustee will elect to treat the assets
consisting of the Mortgage Loans and certain other assets as described herein as
a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as the "Trust
REMIC I" and the Depositor will elect to treat the assets consisting of the
Class Y and Class Z interests as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as the "Trust REMIC II." The
Class R-1 Certificates will represent the sole class of "residual interests" in
the Trust REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law and the Class R-2 Certificates will represent the sole
class of "residual interests" in the Trust REMIC II for purposes of the REMIC
Provisions under federal income tax law. The following table irrevocably sets
forth the designation, aggregate Initial Certificate Principal Balance and
Maturity Date for each Class of Certificates comprising the interests
representing "regular interests" in the Trust REMIC I and the Trust REMIC II
(collectively, the "REMIC Regular Certificates"). The "latest possible maturity
date" (determined solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii)) for each Class of REMIC Regular Certificates shall be the
first Distribution Date that follows the stated maturity date for the Mortgage
Loan included in the Trust Fund as of the Closing Date with the longest
remaining term to stated maturity.
Trust REMIC I
Aggregate Initial
Certificate Principal
Designation Type Balances Maturity Date
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P-1 Regular $402,680.57 November 19, 2014
P-2 Regular $659,691.13 November 19, 2014
Y-1 Regular $119,521.78 November 19, 2014
Y-2 Regular $81,413.89 November 19, 2014
Z-1 Regular $239,549,341.31 November 19, 2014
Z-2 Regular $162,746,368.53 November 19, 2014
R-1 Residual $100.00 n/a
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Trust REMIC II
<TABLE>
<CAPTION>
Aggregate
Initial
Certificate
Principal Pass-Through Duff and
Designation Type Balances Rate Maturity Date Moody's Phelps
----------- ---- -------- ---- ------------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Class 1 A Senior $ 232,466,000.00 6.25% November 19, 2014 Aaa AAA
Class 1 A-P Senior/Principal Only $ 402,680.57 0.00% November 19, 2014 Aaa AAA
Class 1 M-1 Mezzanine $ 4,562,000.00 6.25% November 19, 2014 n/a AA
Class 1 M-2 Mezzanine $ 840,000.00 6.25% November 19, 2014 n/a A
Class 2 A Senior $ 157,923,000.00 7.00% November 19, 2014 Aaa AAA
Class 2 A-P Senior/Principal Only $ 659,691.13 0.00% November 19, 2014 Aaa AAA
Class 2 M-1 Mezzanine $ 3,106,000.00 7.00% November 19, 2014 n/a AA
Class 2 M-2 Mezzanine $ 572,000.00 7.00% November 19, 2014 n/a A
Class R-2 Residual $ 100.00 7.00% November 19, 2014 n/a AAA
Class M-3 Mezzanine $ 1,009,000.00 Variable November 19, 2014 n/a BBB
Class B-1 Subordinate $ 807,000.00 Variable November 19, 2014 n/a BB
Class B-2 Subordinate $ 605,000.00 Variable November 19, 2014 n/a B
Class B-3 Subordinate $ 606,545.51 Variable November 19, 2014 n/a n/a
</TABLE>
All covenants and agreements made by the Depositor herein are for
the benefit and security of the Certificateholders. The Depositor is entering
into this Agreement, and the Trustee is accepting the trusts created hereby and
thereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged. The aggregate Principal Balance of the Mortgage
Loans as of the Cut-off Date is $403,559,117.21.
The parties hereto intend to effect an absolute sale and assignment
of the Mortgage Loans to the Trustee for the benefit of Certificateholders under
the Mortgage Loan Purchase Agreement and this Agreement. However, the Seller and
the Depositor will hereunder absolutely assign, and as a precautionary matter
grant a security interest in and to, its rights, if any, in the Trust Fund and
the Mortgage Loans to the Trustee on behalf of Certificateholders to ensure that
the interest of the Certificateholders hereunder in the Mortgage Loans is fully
protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Seller and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Adverse REMIC Event: As defined in Section 2.06(f).
Aggregate Subordinate Percentage: As of any date of determination,
an amount equal to the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates, divided by the aggregate Principal
Balances of the Mortgage Loans (other than the Discount Fraction of the Discount
Mortgage Loans) immediately prior to such date.
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Agreement: This Pooling and Servicing Agreement and any and all
exhibits, amendments or supplements hereto.
Appraised Value: The appraised value of the Mortgaged Property based
upon the appraisal made for the originator at the time of the origination of the
related Mortgage Loan or the sales price of the Mortgaged Property at the time
of such origination, whichever is less, or with respect to any Mortgage Loan
that represents a refinancing, the lower of the appraised value at origination
or the appraised value of the Mortgaged Property based upon the appraisal made
at the time of such refinancing.
Assignment: An assignment from the Seller, in blank, of the
Mortgage, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect, if recorded, of
record the absolute sale and assignment of the Mortgage Loan to the Trustee for
the benefit of Certificateholders, which assignment, may be in the form of one
or more blanket assignments covering Mortgages secured by Mortgaged Properties
located in the same county, if permitted by law and accompanied by an Opinion of
Counsel to that effect.
Available Distribution Amount: With respect to any Distribution Date
and each Loan Group, the excess of
(1) the sum of (i) the aggregate amount of payments and collections
received by the Servicer in respect of each Mortgage Loan on or prior to the
related Determination Date and not previously remitted, from any source,
including amounts received from the related Mortgagor, Insurance Proceeds,
Liquidation Proceeds (net of related Liquidation Expenses) and condemnation
awards, and amounts received in connection with the purchase of any Mortgage
Loans by the Seller or Servicer and the substitution of Replacement Mortgage
Loans, and excluding interest and other earnings on amounts on deposit in or
credited to the Custodial Account and the Certificate Account, and (ii) the
aggregate amount of Monthly Advances and Compensating Interest allocated to such
Loan Group required to be remitted by the Servicer relating to such Distribution
Date;
minus
(2) the sum of (i) the aggregate amount of the servicing
compensation to be paid to the Servicer pursuant to the terms hereof (including,
without limitation, Servicing Fees, prepayment penalties, fees or premiums, late
payment charges and assumption fees and any excess interest charges payable by
the Mortgagor by virtue of any default or other non-compliance by the Mortgagor
with the terms of the Mortgage Loan or any other instrument or document executed
in connection therewith or otherwise), (ii) any amount included therein
representing late payments or other recoveries of principal or interest
(including Liquidation Proceeds (net of Liquidation Expenses), Insurance
Proceeds and condemnation awards) with respect to any Mortgage Loans in respect
of which the Servicer has made a previously unreimbursed Monthly Advance to the
extent of such Monthly Advance, (iii) amounts included therein representing
reimbursement of Nonrecoverable Advances and other amounts permitted to be
withdrawn from the Custodial Account or the Certificate Account, (iv) all
Monthly Payments or portions thereof (other than Principal Prepayments and other
unscheduled collections of principal) received in respect of scheduled principal
and interest on any Mortgage Loan due after the related Due Period and included
therein, (v) all payments due on any Mortgage Loan on or prior to the Cut-off
Date and included therein, and (vi) Principal Prepayments and other unscheduled
collections of principal received after the related Prepayment Period and
included therein.
Bankruptcy Code: The United States Bankruptcy Code, as amended from
time to time (11 U.S.C.).
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Beneficial Holder: A Person holding a beneficial interest in any
Certificate through a Participant or an Indirect Participant or a Person holding
a beneficial interest in any Definitive Certificate, as defined in Section 6.07.
Book-Entry Certificates: Certificates evidencing a beneficial
interest in the Trust Fund, ownership and transfers of which shall be made
through book entries, as described in Section 6.07.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a day on which banking institutions in New York or the state in which the
Servicer or the Corporate Trust Office are located are authorized or obligated
by law or executive order to be closed.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Servicer reasonably and in good
faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class 1 A, Class 1 A-P, Class 1 M-1, Class 1 M-2,
Class 2 A, Class 2 A-P, Class 2 M-1, Class 2 M-2, Class M-3, Class B-1, Class
B-2, Class B-3, Class R-1 or Class R-2 Certificate executed and authenticated by
the Trustee for the benefit of the Certificateholders in substantially the form
or forms attached as Exhibits hereto.
Certificate Account: The separate account or accounts created and
maintained by the Trustee pursuant to Section 4.01, in the name of the Trustee
for the benefit of the Certificateholders for deposit of payments and
collections in respect of the Mortgage Loans pursuant to Section 4.01 hereof,
which account or accounts must be an Eligible Account or Accounts.
Certificate Principal Balance: On any date and with respect to each
Class A and Class R Certificate, the Initial Certificate Principal Balance of
such Certificate as specified on the face thereof less the sum of (i) all
amounts previously distributed to the Holder of such Class A or Class R
Certificate (or any predecessor Certificate) with respect to principal pursuant
to Section 4.02 and (ii) all amounts of Realized Losses previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.03. On
any date and with respect to each Class M Certificate, the Initial Certificate
Principal Balance of such Class M Certificate less the sum of (i) all amounts
previously distributed to the Holder of such Class M Certificate (or any
predecessor Certificate) with respect to principal pursuant to Section 4.02 and
(ii) all amounts of Realized Losses previously allocated to such Certificate (or
any predecessor Certificate) pursuant to Section 4.03, provided that if the
Certificate Principal Balances of the Class B Certificates have been reduced to
zero and the Class M-3 Certificates remain outstanding, the Certificate
Principal Balance of the Class M-3 Certificates shall equal the Percentage
Interest evidenced by such Certificate multiplied by the excess, if any, of (a)
the then aggregate Principal Balance of the Mortgage Loans, over (b) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. On any date and with respect to each Class B Certificate, the
Initial Certificate Principal Balance of such Class B Certificate, less the sum
of (i) all amounts previously distributed to Holder of such Class B Certificate
(or any predecessor Certificate) with respect to principal pursuant to Section
4.02 and (ii) all amounts of Realized Losses previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.03, provided
that the Certificate Principal Balance of each Class B Certificate outstanding
with the highest numerical designation at any given time shall equal the
Percentage Interest evidenced by such Certificate multiplied by the excess, if
any, of (a) the then aggregate Principal Balance of the Mortgage Loans, over (b)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. On any date and with respect to each Class of the
Class Y and Class Z interests, the Initial Certificate Principal Balance of such
interest as indicated in the table in Preliminary Statement hereto less the sum
of (i) all amounts previously distributed to
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Holders of such interests with respect to principal pursuant to Section 4.02 and
(ii) all amounts of Realized Losses previously allocated to such interest
pursuant to Section 4.03.
Certificate Register: The register maintained pursuant to Section
6.02(a) hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register; provided that, the
"Certificateholder" or "Holder" with respect to the Class Y and Class Z
interests shall be the Trustee.
Class: Collectively, all of the Certificates or Class Y or Class Z
interests bearing the same designation.
Class A Certificate: Any one of the Class 1 A, Class 1 A-P, Class 2
A and Class 2 A-P Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A and
evidencing an interest designated as a "regular interest" in the Trust REMIC II
for purposes of the REMIC Provisions.
Class A Cumulative Interest Shortfall Amount: On any Distribution
Date and with respect to any Class of Class A Certificates (other than Class A-P
Certificates), an amount equal to (i) any portion of the related Class A
Interest Distribution Amount that was not distributed to the Holders of such
Class A Certificates on any preceding Distribution Date less (ii) any amount
described in clause (i) hereof that is included in a Realized Loss that has been
allocated to the Holders of such Class A Certificates on or prior to such
Distribution Date.
Class A Interest Distribution Amount: On any Distribution Date and
with respect to any Class of Class A Certificates (other than Class A-P
Certificates), (a) one-twelfth of the product of (i) the aggregate Certificate
Principal Balance of such Class of Class A Certificates as of the last day of
the related Interest Accrual Period and (ii) the related Pass-Through Rate,
minus (b) the aggregate amount of Prepayment Interest Shortfalls and Relief Act
Shortfalls allocated to such Class of Class A Certificates pursuant to Section
4.05 on such Distribution Date.
Class A-P Certificate: Any of the Class 1 A-P Certificates or Class
2 A-P Certificates.
Class A-P Collection Shortfall: With respect to the Cash Liquidation
or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in clause (C)(1) over the amount described in
clause (C)(2) of the definition of Class A-P Principal Distribution Amount.
Class A-P Principal Distribution Amount: As to any Distribution Date
prior to the Credit Support Depletion Date and with respect to any Class of
Class A-P Certificates, the aggregate of the following:
(A) the related Discount Fraction of the principal portion of each
Monthly Payment on each Discount Mortgage Loan in the related Loan Group due
during the related Due Period, whether or not received on or prior to the
related Determination Date;
(B) the related Discount Fraction of the principal portion of all
unscheduled collections on each Discount Mortgage Loan in the related Loan Group
received during the related Prepayment Period (other than amounts received in
connection with a Cash Liquidation or REO Disposition of a Discount Mortgage
Loan described in clause (C) below), including Principal Prepayments in Full,
Curtailments and repurchases of Discount Mortgage Loans (or, in the case of a
substitution of a Deleted
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Mortgage Loan, the Discount Fraction of the amount of any shortfall deposited in
the Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition of a
Discount Mortgage Loan in the related Loan Group, an amount equal to the lesser
of (1) the applicable Discount Fraction of the Principal Balance of such
Discount Mortgage Loan immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage Loan to the extent applied
as recoveries of principal;
(D) any amounts allocable to principal for any previous Distribution
Date (calculated pursuant to clauses (A) through (C) above) for such Class of
Class A-P Certificates that remain undistributed; and
(E) with respect to such Class of Class A-P Certificates, the amount
of any Class A-P Collection Shortfalls for such Distribution Date and the amount
of any Class A-P Collection Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the Eligible Funds from the
related Loan Group for such Distribution Date.
As to any Distribution Date on or after the Credit Support Depletion Date and
with respect to any Class of Class A-P Certificates, the amount set for in
Section 4.02 (d).
Class A Principal Distribution Amount: As to any Distribution Date
and with respect to any Class of Class A Certificates (other than any Class of
Class A-P Certificates), the lesser of (a) the balance of the Available
Distribution Amount relating to the Loan Group representing such Class of Class
A Certificates remaining after the distribution of all amounts required to be
distributed pursuant to Section 4.02(a)(y)(i) and Section 4.02(a)(y)(ii)(X) and
(b) the sum of the amounts required to be distributed to such Class A
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(y)(ii)(Y).
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates or Class B-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit C and evidencing an interest designated as a "regular
interest" in the Trust REMIC II for purposes of the REMIC Provisions.
Class B-1 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class B-1 Interest Distribution
Amount that was not distributed to the Holders of the Class B-1 Certificates on
any preceding Distribution Date less (ii) any amount described in clause (i)
hereof that is included in a Realized Loss that has been allocated to the Class
B-1 Certificates on or prior to such Distribution Date.
Class B-1 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class B-1 Certificates as of the last day of the related Interest
Accrual Period and (ii) the related Pass-Through Rate, minus (b) the aggregate
amount of Prepayment Interest Shortfalls and Relief Act Shortfalls allocated to
such Certificates pursuant to Section 4.05 on such Distribution Date.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Principal Balance of all
Mortgage Loans (other than the Discount Fraction of the Discount Mortgage Loans)
immediately prior to such Distribution Date.
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Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1, Class B-2 and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.50%.
Class B-2 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class B-2 Interest Distribution
Amount that was not distributed to the Holders of the Class B-2 Certificates on
any preceding Distribution Date less (ii) any amount described in clause (i)
hereof that is included in a Realized Loss that has been allocated to the Class
B-2 Certificates on or prior to such Distribution Date.
Class B-2 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class B-2 Certificates as of the last day of the related Interest
Accrual Period and (ii) the related Pass-Through Rate, minus (b) the aggregate
amount of Prepayment Interest Shortfalls and Relief Act Shortfalls allocated to
such Certificates pursuant to Section 4.05 on such Distribution Date.
Class B-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Principal Balance of all
Mortgage Loans (other than the Discount Fraction of the Discount Mortgage Loans)
immediately prior to such Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.30%.
Class B-3 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class B-3 Interest Distribution
Amount that was not distributed to the Holders of the Class B-3 Certificates on
any preceding Distribution Date less (ii) any amount described in clause (i)
hereof that is included in a Realized Loss that has been allocated to the Class
B-3 Certificates on or prior to such Distribution Date.
Class B-3 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class B-3 Certificates as of the last day of the related Interest
Accrual Period and (ii) the related Pass-Through Rate, minus (b) the aggregate
amount of Prepayment Interest Shortfalls and Relief Act Shortfalls allocated to
such Certificates pursuant to Section 4.05 on such Distribution Date.
Class B-3 Percentage: With respect to any Distribution Date, a
fraction expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Principal Balance of all
Mortgage Loans (other than the Discount Fraction of the Discount Mortgage Loans)
immediately prior to such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
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the aggregate Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.15%.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage
or Class B-3 Percentage, as applicable.
Class M Certificate: Any one of the Class 1 M-1, Class 1 M-2, Class
2 M-1, Class 2 M-2 or Class M-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit B and evidencing an interest designated as a "regular
interest" in the Trust REMIC II for purposes of the REMIC Provisions.
Class M-1 Certificate: Any one of the Class 1 M-1 Certificates or
Class 2 M-1 Certificates.
Class M-2 Certificate: Any one of the Class 1 M-2 Certificates or
Class 2 M-2 Certificates.
Class 1 M-1 Cumulative Interest Shortfall Amount: On any
Distribution Date, an amount equal to (i) any portion of a Class 1 M-1 Interest
Distribution Amount that was not distributed to the Holders of the Class 1 M-1
Certificates on any preceding Distribution Date less (ii) any amount described
in clause (i) hereof that is included in a Realized Loss that has been allocated
to the Class 1 M-1 Certificates on or prior to such Distribution Date.
Class 1 M-1 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class 1 M-1 Certificates as of the last day of the related
Interest Accrual Period and (ii) the related Pass-Through Rate, minus (b) the
aggregate amount of Prepayment Interest Shortfalls and Relief Act Shortfalls
allocated to such Certificates pursuant to Section 4.05 on such Distribution
Date.
Class 1 M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class 1 M-1 Certificates immediately prior
to such date and the denominator of which is the aggregate Principal Balance of
all Mortgage Loans in the related Loan Group (other than the Discount Fraction
of the Discount Mortgage Loans) immediately prior to such Distribution Date.
Class 1 M-2 Cumulative Interest Shortfall Amount: On any
Distribution Date, an amount equal to (i) any portion of a Class 1 M-2 Interest
Distribution Amount that was not distributed to the Holders of the Class 1 M-2
Certificates on any preceding Distribution Date less (ii) any amount described
in clause (i) hereof that is included in a Realized Loss that has been allocated
to the Class 1 M-2 Certificates on or prior to such Distribution Date.
Class 1 M-2 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class 1 M-2 Certificates as of the last day of the related
Interest Accrual Period and (ii) the related Pass-Through Rate, minus (b) the
aggregate amount of Prepayment Interest Shortfalls and Relief Act Shortfalls
allocated to such Certificates pursuant to Section 4.05 on such Distribution
Date.
Class 1 M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class 1 M-2 Certificates immediately prior
to such date and the denominator of which is the aggregate Principal
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Balance of all Mortgage Loans in the related Loan Group (other than the Discount
Fraction of the Discount Mortgage Loans) immediately prior to such Distribution
Date.
Class 1 M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of (i) the Certificate Principal Balance of the
Class 1 M-2 Certificates and (ii) the Loan Group Percentage for Loan Group 1
multiplied by the aggregate Certificate Principal Balance of the Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates, in each case immediately prior
to such Distribution Date, divided by the aggregate Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date, is greater than or equal to 1.10%.
Class 2 M-1 Cumulative Interest Shortfall Amount: On any
Distribution Date, an amount equal to (i) any portion of a Class 2 M-1 Interest
Distribution Amount that was not distributed to the Holders of the Class 2 M-1
Certificates on any preceding Distribution Date less (ii) any amount described
in clause (i) hereof that is included in a Realized Loss that has been allocated
to the Class 2 M-1 Certificates on or prior to such Distribution Date.
Class 2 M-1 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class 2 M-1 Certificates as of the last day of the related
Interest Accrual Period and (ii) the related Pass-Through Rate, minus (b) the
aggregate amount of Prepayment Interest Shortfalls and Relief Act Shortfalls
allocated to such Certificates pursuant to Section 4.05 on such Distribution
Date.
Class 2 M-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class 2 M-1 Certificates immediately prior
to such date and the denominator of which is the aggregate Principal Balance of
all Mortgage Loans in the related Loan Group (other than the Discount Fraction
of the Discount Mortgage Loans) immediately prior to such Distribution Date.
Class 2 M-2 Cumulative Interest Shortfall Amount: On any
Distribution Date, an amount equal to (i) any portion of a Class 2 M-2 Interest
Distribution Amount that was not distributed to the Holders of the Class 2 M-2
Certificates on any preceding Distribution Date less (ii) any amount described
in clause (i) hereof that is included in a Realized Loss that has been allocated
to the Class 2 M-2 Certificates on or prior to such Distribution Date.
Class 2 M-2 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class 2 M-2 Certificates as of the last day of the related
Interest Accrual Period and (ii) the related Pass-Through Rate, minus (b) the
aggregate amount of Prepayment Interest Shortfalls and Relief Act Shortfalls
allocated to such Certificates pursuant to Section 4.05 on such Distribution
Date.
Class 2 M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class 2 M-2 Certificates immediately prior
to such date and the denominator of which is the aggregate Principal Balance of
all Mortgage Loans in the related Loan Group (other than the Discount Fraction
of the Discount Mortgage Loans) immediately prior to such Distribution Date.
Class 2 M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of (i) the Certificate Principal Balance of the
Class 2 M-2 Certificates and (ii) the Loan Group Percentage for Loan Group 2
multiplied by the aggregate Certificate Principal Balance of the Class M-3,
Class B-1, Class B-2 and
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Class B-3 Certificates, in each case immediately prior to such Distribution
Date, divided by the aggregate Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such Distribution Date, is
greater than or equal to 1.10%.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date and any Class of Class M-1 Certificates, (a) the sum of (i)
the product of (x) the related Class M-1 Percentage and (y) the amounts
described in Section 4.02(a)(y)(ii)(Y)(A) and Section 4.02(a)(y)(ii)(Y)(B),
without application of the Senior Percentage or the Senior Accelerated
Prepayment Percentage, for the related Loan Group; (ii) the product of (x) the
related Prepayment Distribution Percentage and (y) the sum for the related Loan
Group of the amounts described in Section 4.02(a)(y)(ii)(Y)(C), without
application of the Senior Accelerated Prepayment Percentage, and not distributed
to the related Class of Class A Certificates (other than the Class A-P
Certificates) on such Distribution Date; (iii) if the related Class of Class A
Certificates (other than the Class A-P Certificates) is no longer outstanding,
the product of (x) the Certificate Principal Balance of such Class of Class M-1
Certificates divided by the aggregate Certificate Principal Balance of the Class
1 M-1 and Class 2 M-1 Certificates, and (y) any Excess Subordinate Principal
Amount due to Realized Losses for such Distribution Date; and (iv) any amounts
described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date that remain undistributed, to the extent that such amounts are
not attributable to Realized Losses which have been allocated to such Class of
Certificates; minus (b) any Excess Subordinate Principal Amount not payable to
such Class on such Distribution Date pursuant to the definition thereof;
provided, however, that such amount shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date and any Class of Class M-2 Certificates, (a) the sum of (i)
the product of (x) the related Class M-2 Percentage and (y) the amounts
described in Section 4.02(a)(y)(ii)(Y)(A) and Section 4.02(a)(y)(ii)(Y)(B),
without application of the Senior Percentage or the Senior Accelerated
Prepayment Percentage, for the related Loan Group; (ii) the product of (x) the
related Prepayment Distribution Percentage and (y) the sum for the related Loan
Group of the amounts described in Section 4.02(a)(y)(ii)(Y)(C), without
application of the Senior Accelerated Prepayment Percentage, and not distributed
to the related Class of Class A Certificates (other than the Class A-P
Certificates) on such Distribution Date; (iii) if the related Class of Class A
Certificates (other than the Class A-P Certificates) is no longer outstanding,
the product of (x) the Certificate Principal Balance of such Class of Class M-2
Certificates divided by the aggregate Certificate Principal Balance of the Class
1 M-2 Certificates and Class 2 M-2 Certificates, and (y), any Excess Subordinate
Principal Amount due to Realized Losses for such Distribution Date; and (iv) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date that remain undistributed, to the extent that such amounts are
not attributable to Realized Losses which have been allocated to such Class of
Certificates; minus (b) any Excess Subordinate Principal Amount not payable to
such Class on such Distribution Date pursuant to the definition thereof;
provided, however, that such amount shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Class M-3 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class M-3 Interest Distribution
Amount that was not distributed to the Holders of the Class M-3 Certificates on
any preceding Distribution Date less (ii) any amount described in clause (i)
hereof that is included in a Realized Loss that has been allocated to the Class
M-3 Certificates on or prior to such Distribution Date.
Class M-3 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the aggregate Certificate Principal
Balance of the Class M-3 Certificates as of the last day of the related Interest
Accrual Period and (ii) the related Pass-Through Rate, minus (b) the aggregate
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amount of Prepayment Interest Shortfalls and Relief Act Shortfalls allocated to
such Certificates pursuant to Section 4.05 on such Distribution Date.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Principal Balance of all
Mortgage Loans (other than the Discount Fraction of the Discount Mortgage Loans)
immediately prior to such Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates immediately prior to
such Distribution Date divided by the aggregate Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.75%.
Class M Percentage: The Class 1 M-1 Percentage, Class 1 M-2
Percentage, Class 2 M-1 Percentage, Class 2 M-2 Percentage or Class M-3
Percentage, as applicable.
Class P Interest: Any one of the Class P-1 Interest or Class P-2
Interest which shall be in uncertificated form and shall each evidence an
ownership interest designated as a "regular interest" in Trust REMIC I for
purposes of the REMIC Provisions. The Class P-1 Interest shall have an initial
principal balance equal to the initial principal balance of the Class 1A-P
Certificates, shall be entitled to no distributions of interest and shall be
entitled to principal distributions and subject to the allocation of realized
losses in the same amount and at the same time as the Class 1A-P Certificates.
The Class P-2 Interest shall have an initial principal balance equal to the
initial principal balance of the Class 2A-P Certificates, shall be entitled to
no distributions of interest and shall be entitled to principal distributions
and subject to the allocation of realized losses in the same amount and at the
same time as the Class 2A-P Certificates.
Class R Certificates: The Class R-1 Certificates and Class R-2
Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit D and evidencing
an interest designated as a "residual interest" in the Trust REMIC I and Trust
REMIC II, respectively, for purposes of the REMIC Provisions.
Class R Interest Distribution Amount: On any Distribution Date, (a)
one-twelfth of the product of (i) the aggregate Certificate Principal Balance of
the Class R Certificates as of the last day of the related Interest Accrual
Period and (ii) the related Pass-Through Rate, minus (b) the aggregate amount of
Prepayment Interest Shortfalls and Relief Act Shortfalls relating to Group 2
Loans and allocated to such Certificates pursuant to Section 4.05 on such
Distribution Date.
Class Y: Any one of the Class Y-1 or Class Y-2 ownership interests
which shall be in uncertificated form and shall each evidence an ownership
interest designated as a "regular interest" in Trust REMIC I for purposes of the
REMIC Provisions.
Class Y Interest: Any one of the Class Y-1 Interest or Class Y-2
Interest which shall be in uncertificated form and shall each evidence an
ownership interest designated as a "regular interest" in Trust REMIC I for
purposes of the REMIC Provisions.
Class Y-1 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class Y-1 Interest Distribution
Amount that was not distributed to the Holders of the Class Y-1 interests on any
preceding Distribution Date less (ii) any amount described in
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clause (i) hereof that is included in a Realized Loss that has been allocated to
the Class Y-1 interests on or prior to such Distribution Date.
Class Y-1 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the Certificate Principal Balance of the
Class Y-1 interests immediately prior to such Distribution Date and (ii) the
related Pass-Through Rate, minus (b) the aggregate amount of Prepayment Interest
Shortfalls and Relief Act Shortfalls relating to Group 1 Loans and allocated to
such interests pursuant to Section 4.05 on such Distribution Date.
Class Y-1 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class Y Principal Reduction Amount allocable to the
Class Y-1 interest for such Distribution Date over the principal portion of
Realized Losses allocated to the Class Y-1 interest on such Distribution Date.
Class Y-2 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class Y-2 Interest Distribution
Amount that was not distributed to the Holders of the Class Y-2 interests on any
preceding Distribution Date less (ii) any amount described in clause (i) hereof
that is included in a Realized Loss that has been allocated to the Class Y-2
interests on or prior to such Distribution Date.
Class Y-2 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the Certificate Principal Balance of the
Class Y-2 interests immediately prior to such Distribution Date and (ii) the
related Pass-Through Rate, minus (b) the aggregate amount of Prepayment Interest
Shortfalls and Relief Act Shortfalls relating to Group 2 Loans and allocated to
such interests pursuant to Section 4.05 on such Distribution Date.
Class Y-2 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class Y Principal Reduction Amount allocable to the
Class Y-2 interest for such Distribution Date over the principal portion of
Realized Losses allocated to the Class Y-2 interest on such Distribution Date.
Class Y Principal Reduction Amounts: For any Distribution Date, the
amounts by which the principal balances of the Class Y1 and Class Y2 interests,
respectively, will be reduced on such Distribution Date by the allocation of
Realized Losses and the distribution of principal as set forth on Annex Y.
Class Z: Any one of the Class Z-1 or Class Z-2 ownership interests
which shall be in uncertificated form and shall each evidence an ownership
interest designated as a "regular interest" in Trust REMIC I for purposes of the
REMIC Provisions.
Class Z Interest: Any one of the Class Z-1 Interest or Class Z-2
Interest which shall be in uncertificated form and shall each evidence an
ownership interest designated as a "regular interest" in Trust REMIC I for
purposes of the REMIC Provisions.
Class Z Principal Reduction Amounts: For any Distribution Date, the
amounts by which the Certificate Principal Balances of the Class Z-1 and Class
Z-2 interests, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the Available
Distribution Amount for the related Loan Group over the amount thereof
distributable in respect of interest on the related Class Y interests and (y)
the amount of Realized Losses allocable to principal for the related Loan Group
over (B) the Class Y Principal Reduction Amount for the related Loan Group.
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Class Z-1 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class Z-1 Interest Distribution
Amount that was not distributed to the Holders of the Class Z-1 interests on any
preceding Distribution Date less (ii) any amount described in clause (i) hereof
that is included in a Realized Loss that has been allocated to the Class Z-1
interests on or prior to such Distribution Date.
Class Z-1 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the Certificate Principal Balance of the
Class Z-1 interests immediately prior to such Distribution Date and (ii) the
related Pass-Through Rate, minus (b) the aggregate amount of Prepayment Interest
Shortfalls and Relief Act Shortfalls relating to Group 1 Loans and allocated to
such interests pursuant to Section 4.05 on such Distribution Date.
Class Z-1 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class Z-1 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to the
Class Z-1 interest on such Distribution Date.
Class Z-2 Cumulative Interest Shortfall Amount: On any Distribution
Date, an amount equal to (i) any portion of a Class Z-2 Interest Distribution
Amount that was not distributed to the Holders of the Class Z-2 interests on any
preceding Distribution Date less (ii) any amount described in clause (i) hereof
that is included in a Realized Loss that has been allocated to the Class Z-2
interests on or prior to such Distribution Date.
Class Z-2 Interest Distribution Amount: On any Distribution Date,
(a) one-twelfth of the product of (i) the Certificate Principal Balance of the
Class Z-2 interests immediately prior to such Distribution Date and (ii) the
related Pass-Through Rate, minus (b) the aggregate amount of Prepayment Interest
Shortfalls and Relief Act Shortfalls relating to Group 2 Loans and allocated to
such interests pursuant to Section 4.05 on such Distribution Date.
Class Z-2 Principal Distribution Amount: For any Distribution Date,
the excess, if any, of the Class Z-2 Principal Reduction Amount for such
Distribution Date over the principal portion of Realized Losses allocated to the
Class Z-2 interest on such Distribution Date.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended,
which initially shall be DTC.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an
amount equal to interest shortfalls resulting from Principal Prepayments in Full
by a Mortgagor during the related Prepayment Period, but not more than the
lesser of (a) one-twelfth of 0.125% of the aggregate Principal Balance of the
Mortgage Loans immediately preceding such Distribution Date and (b) the sum of
the Servicing Fee to which the Servicer is entitled on such Distribution Date,
all income and gain on amounts held in the Custodial Account that are payable to
the Certificateholders with respect to such Distribution Date and any other
servicing compensation to which the Servicer may be entitled on such
Distribution Date pursuant to the terms hereof.
Corporate Trust Office: The designated office of the Trustee in the
State of Illinois at which at any particular time its corporate trust business
shall be administered, which office at the date of the execution of this
Agreement is located at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois
60670-0126.
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Credit Support Depletion Date: The first Distribution Date on which
the Certificate Principal Balances of the Class M Certificates and Class B
Certificates have been reduced to zero.
Cumulative Interest Shortfall Amount: The Class A Cumulative
Interest Shortfall Amount, the Class 1 M-1 Cumulative Interest Shortfall Amount,
the Class 1 M-2 Cumulative Interest Shortfall Amount, the Class 2 M-1 Cumulative
Interest Shortfall Amount, the Class 2 M-2 Cumulative Interest Shortfall Amount,
the Class M-3 Cumulative Interest Shortfall Amount, the Class B-1 Cumulative
Interest Shortfall Amount, the Class B-2 Cumulative Interest Shortfall Amount or
the Class B-3 Cumulative Interest Shortfall Amount, as applicable.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Principal Prepayment in Full.
Custodial Account: The deposit account or accounts created and
maintained by the Servicer pursuant to Section 3.07 hereof in a depository
institution which may be the Servicer for the benefit of the Certificateholders,
which account or accounts must be Eligible Accounts.
Cut-off Date: December 1, 1999.
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 or any reduction that results in a
permanent forgiveness of principal.
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 that results
in a permanent forgiveness of principal, which valuation in either case results
from a proceeding under the Bankruptcy Code.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by
a Replacement Mortgage Loan.
Delivered: With respect to any Eligible Investment, when the steps
applicable to such item as specified below are completed:
(i) if such item is an instrument, delivering such instrument
to the Trustee endorsed to the Trustee or its nominee or custodian or endorsed
in blank;
(ii) if such item is a certificated security, delivering such
certificated security to the Trustee in bearer form or in registered form issued
to the Trustee or endorsed to the Trustee or its nominee or custodian or
endorsed in blank by an effective endorsement;
(iii) if such item is a security entitlement other than a
United States Security Entitlement, causing a securities intermediary (who shall
maintain the related financial asset in a quantity corresponding to the
aggregate of all security entitlements it has established with respect to such
financial asset) to indicate by book entry that such security entitlement has
been credited to a securities account of the Trustee or its nominee or custodian
with such securities intermediary;
(iv) if such item is a United States Security Entitlement,
causing a securities intermediary (who shall maintain the related financial
asset in a quantity corresponding to the aggregate of all security entitlements
it has established with respect to such financial asset) to indicate by book
entry
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that such United States Security Entitlement has been credited to a securities
account of the Trustee or its nominee or custodian with such securities
intermediary;
(v) if such item is a securities account, causing the
securities intermediary to indicate by book entry that all security entitlements
carried in the securities account have been credited to such securities account;
and
(vi) if such item is an uncertificated security, causing the
issuer of such uncertificated security to register the Trustee or its nominee or
custodian as the registered owner of such uncertificated security.
Delivery Date: December 23, 1999.
Depositor: Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.
Depository Agreement: The Letter of Representation dated as of
December 23, 1999 by and among DTC, the Depositor and the Trustee.
Determination Date: The 15th day (or if such 15th day is not a
Business Day, the Business Day immediately preceding such 15th day) of the month
of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate for such Mortgage Loan minus the Net Mortgage Rate for such
Mortgage Loan and the denominator of which is the Discount Net Mortgage Rate.
The Discount Fraction with respect to each Discount Mortgage Loan is set forth
as Exhibit M hereto.
Discount Mortgage Loan: Any Mortgage Loan for which the Net Mortgage
Rate is less than the Discount Net Mortgage Rate and any Mortgage Loan deemed to
be a Discount Mortgage Loan pursuant to the definition of Replacement Mortgage
Loan.
Discount Net Mortgage Rate: 6.25% per annum, in the case of Mortgage
Loans in Loan Group 1, and 7.00% per annum, in the case of Mortgage Loans in
Loan Group 2.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which includes
any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority
of its board of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), and(iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code. A Disqualified Organization also includes any "electing large partnership"
as defined in Section 775(a) of the Code and any other Person so designated by
the Trustee based upon an Opinion of Counsel that the holding of an ownership
interest in a Class R Certificate by such Person may cause either Trust REMIC or
any Person having an ownership interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the transfer of an ownership
interest in a Class R Certificate to such Person. The terms "United States",
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"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 19th day of each month or, if such 19th day
is not a Business Day the next succeeding Business Day, commencing in January
2000.
Downgrade Event: The date upon which the long-term unsecured debt
rating of Washington Mutual is downgraded by Moody's below A2.
DTC: The Depository Trust Company.
Due Date: The first day of the calendar month in which the related
Distribution Date occurs.
Due Period: The period from and including the second day of the
calendar month preceding the calendar month in which any Distribution Date
occurs to and including the first day of the calendar month in which such
Distribution Date occurs.
Duff & Phelps: Duff & Phelps Credit Rating Co., or any successor
thereto.
Eligible Account: Either (i) an account or accounts maintained with
a federal or state-chartered depository institution or trust company (which may
be the Servicer or an affiliate of the Servicer or which may be the Trustee or
an affiliate of the Trustee) the short-term unsecured debt obligations of which
(or, in the case of a depository institution or trust company that is the
principal subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated by each Rating Agency not lower
than P-1 in the case of Moody's and A-1+ in the case of Duff and Phelps,
provided that so long as Washington Mutual is the Servicer, any account
maintained with the Servicer shall be an Eligible Account if the long-term
unsecured debt obligations of Washington Mutual are rated A2 by Moody's, (ii) an
account or accounts the deposits in which are fully insured by the FDIC,
provided that any such deposits not so insured shall be otherwise maintained
such that (as evidenced by an Opinion of Counsel delivered to the Trustee and
the Rating Agencies) the applicable Certificateholders have a claim with respect
to the funds in such account or a perfected first priority security interest
against any collateral (which shall be limited to Eligible Investments) securing
such funds that is superior to claims of any other depositors or creditors of
the depository institution or trust company with which such account is
maintained, (iii) a trust account or accounts maintained with the Trustee or the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity, provided that any such state chartered
depository institution is subject to regulation regarding funds on deposit
substantially similar to the regulations set forth in 12 C.F.R. Section 9.10(b)
or (iv) any account maintained at any Federal Home Loan Bank.
Eligible Funds: On any Distribution Date, the portion, if any, of
the Available Distribution Amount for the related Loan Group remaining after
reduction by the sum of (i) the Class A Interest Distribution Amount, (ii) the
Class A Principal Distribution Amount (determined without regard to Section
4.02(a)(y)(ii)(Y)(D) hereof), (iii) the Class A-P Principal Distribution Amount
(determined without regard to clause (E) of the definition of Class A-P
Principal Distribution Amount) and (iv) the aggregate of the Interest
Distribution Amounts for the Class M, Class B-1 and Class B-2 Certificates.
Eligible Funds shall be allocated between the Loan Groups on a pro rata basis in
accordance with the Class A-P Collection Shortfalls on such Distribution Date
for each Loan Group.
Eligible Investments: At any time, any one or more of the following
obligations, instruments and securities:
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(i) obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith and credit of the United
States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia receiving the highest
long-term rating of Moody's and Duff and Phelps, and will not result in the
downgrading or withdrawal of the rating, if any, then assigned to the Class A
Certificates by each applicable Rating Agency;
(iii) commercial paper (having original maturities of not more
than 270 days) which is then rated in the highest commercial paper rating
category of Moody's and Duff and Phelps, and will not result in the downgrading
or withdrawal of the rating then assigned to the Class A Certificates by each
applicable Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal
funds or bankers' acceptances (in each case having maturities of not more than
365 days) 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 long-term debt obligations of such
depository institution or trust company (or in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the commercial paper or long-term debt obligations of such holding
company) are then rated in the highest rating category of Moody's and Duff and
Phelps, in the case of commercial paper, and in the highest category in the case
of long-term debt obligations, and will not result in the downgrading or
withdrawal of the rating then assigned to the Class A Certificates by each
applicable Rating Agency, and, in the case of short-term debt obligations which
have maturities of 30 days or less, a rating of P-1 by Moody's, and a rating of
A-1+ by Duff and Phelps;
(v) demand or time deposits or certificates of deposit issued
by (a) any Federal Home Loan Bank or (b) any bank or trust company or savings
association which is rated at least "A" by Duff and Phelps which has combined
capital, surplus and undistributed profits of not less than $50 million and
fully insured by the FDIC;
(vi) repurchase obligations with respect to any security
described in (i) and (ii) above or any other security issued or guaranteed by an
agency or instrumentality of the United States, in either case entered into with
a depository institution or trust company (acting as principal) described in
(iv) above;
(vii) securities bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States or any state
thereof which, at the time of such investment or contractual commitment
providing for such investments are then rated in the highest rating category of
Moody's and Duff and Phelps or in such lower rating category as will not result
in the downgrading or withdrawal of the rating, if any, then assigned to the
Class A Certificates by each applicable Rating Agency; and
(viii) units of taxable money-market portfolios rated in the
highest rating category by Moody's and Duff and Phelps and not restricted to
obligations issued or guaranteed by any agency or instrumentality of the United
States or entities whose obligations are backed by the full faith and credit of
the United States and repurchase agreements collateralized by such obligations.
provided that (A) such obligation or security is held for a temporary period
pursuant to Treasury Regulations Section 1.860G-2(g)(1), and (B) Eligible
Investments shall include only such obligations or securities that are payable
on demand or mature on or before the (i) Business Day immediately preceding
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the next Distribution Date with respect to amounts on deposit in the Certificate
Account and (ii) the second Business Day immediately preceding the next
Distribution Date with respect to amounts on deposit in the Custodial Account.
In addition, no Eligible Investment which incorporates a penalty for early
withdrawal will be used unless the maturity of such Eligible Investment is on or
before the Business Day immediately preceding the next Distribution Date.
Escrow Account: As defined in Section 3.08.
Event of Default: As defined in Section 8.01 hereof.
Excess Subordinate Principal Amount: With respect to any
Distribution Date on which the Certificate Principal Balance of the most
subordinate Class or Classes of Certificates (as established in Section 4.02
hereof) then outstanding or, in the case of the Class M-1 or Class M-2
Certificates, the most subordinate Class of Certificates related to any Loan
Group, is to be reduced to zero and on which Realized Losses are to be allocated
to such Class or Classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such Class or Classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such Class or Classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such Classes of Certificates on such
Distribution pursuant to Section 4.03.
Fannie Mae: The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
10.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 10.03.
Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Group 1 Loans: The Mortgage Loans so designated on the Mortgage Loan
Schedule attached hereto as Exhibit E. The Group 1 Loans relate to the Class 1
A, Class 1 A-P, Class 1 M-1 and Class 1 M-2 Certificates and they also relate to
the Class Y-1 and Class Z-1 interests.
Group 2 Loans: The Mortgage Loans so designated on the Mortgage Loan
Schedule attached hereto as Exhibit E. The Group 2 Loans relate to the Class 2
A, Class 2 A-P, Class R-1, Class R-2, Class 2 M-1 and Class 2 M-2 Certificates
and they also relate to the Class Y-2 and Class Z-2 interests.
Group 1 Subordinate Amount: For any date of determination, an amount
equal to the then outstanding aggregate Principal Balance of the Group 1 Loans
reduced by the sum of the Certificate Principal Balances of those Classes of
Certificates related solely to Group 1.
Group 2 Subordinate Amount: For any date of determination, an amount
equal to the then outstanding aggregate Principal Balance of the Group 2 Loans
reduced by the sum of the Certificate Principal Balances of those Classes of
Certificates related solely to Group 2.
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Indirect Participants: Entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly.
Initial Certificate Principal Balance: With respect to each Class of
Certificates and with respect to each Class of the Class Y and Class Z
interests, the Certificate Principal Balance of such Class of Certificates or
interests as of the Cut-off Date as set forth in the Preliminary Statement
hereto.
Insurance Proceeds: Amounts paid pursuant to any insurance policy
with respect to a Mortgage Loan that have not been used to restore the related
property.
Interest Accrual Period: With respect to any Distribution Date, the
calendar month preceding such Distribution Date.
Interest Distribution Amount: The Class A Interest Distribution
Amount, the Class R Interest Distribution Amount, the Class 1 M-1 Interest
Distribution Amount, the Class 1 M-2 Interest Distribution Amount, the Class 2
M-1 Interest Distribution Amount, the Class 2 M-2 Interest Distribution Amount,
the Class M-3 Interest Distribution Amount, the Class B-1 Interest Distribution
Amount, the Class B-2 Interest Distribution Amount, the Class B-3 Interest
Distribution Amount, the Class Y-1 Interest Distribution Amount, the Class Y-2
Interest Distribution Amount, the Class Z-1 Interest Distribution Amount or the
Class Z-2 Interest Distribution Amount, as applicable.
Liquidated Loan: With respect to any Distribution Date, a Mortgage
Loan which, as of the close of business on the Business Day next preceding the
related Determination Date, (a) has been liquidated through deed in lieu of
foreclosure, sale in foreclosure, trustee's sale or other realization as
provided by applicable law of real property subject to the related Mortgage and
any security agreements or (b) with respect to which payment under related
private mortgage insurance or hazard insurance and/or from any public or
governmental authority on account of a taking or condemnation of any such
property has been received; provided, however, that any REO Property shall not
be treated as a Liquidated Loan until such property has been finally liquidated.
Liquidation Expenses: Customary and reasonable "out of pocket"
expenses incurred by the Servicer (or the related Sub-Servicer) in connection
with the liquidation of any defaulted Mortgage Loan and not recovered by the
Servicer (or the related Sub-Servicer) under a Primary Mortgage Insurance Policy
for reasons other than the Servicer's failure to comply with Section 3.10
hereof, such expenses including, without limitation, legal fees and expenses,
any unreimbursed amount expended by the Servicer pursuant to Section 3.11 hereof
respecting the related Mortgage and any related and unreimbursed expenditures
for real estate property taxes or for property restoration or preservation to
the extent not previously reimbursed under any hazard insurance policy for
reasons other than the Servicer's failure to comply with Section 3.11 hereof.
Liquidation Proceeds: Amounts other than Insurance Proceeds received
in connection with the liquidation of a defaulted Mortgage Loan, whether through
trustee's sale, foreclosure sale or otherwise or amounts received in connection
with any condemnation or partial release of a Mortgaged Property.
Loan Group: Any or all of Loan Group 1 or Loan Group 2.
Loan Group 1: The group of Mortgage Loans comprised of the Group 1
Loans.
Loan Group 2: The group of Mortgage Loans comprised of the Group 2
Loans.
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Loan Group Percentage: On any Distribution Date and with respect to
any Loan Group, a fraction, expressed as a percentage, equal to the aggregate
Principal Balance of the Mortgage Loans in the related Loan Group (other than
the Discount Fraction of each Discount Mortgage Loan in such Loan Group),
divided by the aggregate Principal Balance of the Mortgage Loans in both Loan
Groups (other than the Discount Fraction of each Discount Mortgage Loan).
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the Principal Balance of the related
Mortgage Loan at the date of determination and the denominator of which is the
Appraised Value of the related Mortgaged Property or, in the case of a
Replacement Mortgage Loan, the appraised value of the related Mortgaged Property
as of the date of its origination.
Maturity Date: The latest possible maturity date, solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which
the Certificate Principal Balance, if any, of each Class of Regular Certificates
would be reduced to zero as determined under a hypothetical scenario which
assumes that such date is the Distribution Date in the month of the maturity
date of the Mortgage Loan with the latest scheduled maturity date. The Maturity
Date for each Class of Regular Certificates is the Distribution Date occurring
in November 2014.
Monthly Advance: The aggregate of the advances made by or on behalf
of the Servicer with respect to any Distribution Date pursuant to Section 5.01
hereof, the amount of any such advances being equal to the regular monthly
installments of principal and interest on the Mortgage Loans that were due on
the related Due Date and delinquent as of the close of business on the related
Determination Date, after adjustment of any delinquent interest payment to be
equal to interest at a rate equal to the Net Mortgage Rate on the Principal
Balance of the Mortgage Loans, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if made.
Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.
Moody's: Moody's Investors Service, Inc. or any successor thereto.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on a fee simple or leasehold estate in real property securing a
Mortgage Note.
Mortgage File: For each Mortgage Loan, the Trustee Mortgage File and
the Servicer Mortgage File.
Mortgage Loan: Each of the mortgage loans transferred and assigned
to the Trustee pursuant to the provisions hereof as from time to time are held
as a part of the Trust Fund, evidenced by a Mortgage Note and secured by a
Mortgage, the mortgage loans so held being identified in the Mortgage Loan
Schedule, as amended from time to time.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement dated as of December 1, 1999 between the Depositor, Credit Suisse
First Boston Corporation and the Seller, pursuant to which the Depositor
purchased the Mortgage Loans from the Seller.
Mortgage Loan Repurchase Price: The price, calculated as set forth
in Section 10.01, to be paid in connection with the repurchase of the Mortgage
Loans pursuant to an Optional Termination of the Trust Fund.
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Mortgage Loan Schedule: The list of Mortgage Loans transferred to
the Trustee as part of the Trust Fund for the Certificates and from time to time
subject to this Agreement (as from time to time amended by the Servicer to
reflect the addition of Replacement Mortgage Loans and the deletion of Deleted
Mortgage Loans pursuant to the provisions of this Agreement), attached hereto as
Exhibit E, setting forth the following information with respect to each Mortgage
Loan:
(i) whether such Mortgage Loan is in Group 1 or Group 2;
(ii) the loan number;
(iii) the city, state and zip code for each Mortgaged Property;
(iv) the original term to maturity;
(v) the remaining term to maturity as of the Cut-off Date;
(vi) the original principal balance;
(vii) the Principal Balance as of the Cut-off Date;
(viii) the Mortgage Rate;
(ix) the Servicing Fee Rate;
(x) the first Due Date;
(xi) the Monthly Payment in effect as of the Cut-off Date;
(xii) the Loan-to-Value Ratio at origination;
(xiii) the Appraised Value of the Mortgaged Property;
(xiv) a code indicating whether the Mortgaged Property is either (a) a
detached single-family dwelling or a de minimis planned unit
development, (b) a condominium unit or a dwelling in a planned unit
development, or (c) a two- to four-family residential property;
(xv) a code indicating whether the Mortgaged Property at the time of
origination was represented to be owner-occupied; and
(xvi) the purpose for which the financing was made.
Such schedule shall also set forth the total of the amounts described under (vi)
above for all of the Mortgage Loans. Such schedule may be in the form of more
than one list collectively setting forth all of the information required and
shall also be in a computer-readable format acceptable to the Trustee.
Mortgage Note: The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan, including a lost note
affidavit with a copy of the related note.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note,
which is set forth in the related Mortgage Note.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
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Mortgagor: Each obligor on a Mortgage Note.
Mortgagor Prepayments: Prepayments in Full or Curtailments.
Net Mortgage Rate: As to each Mortgage Loan, a rate per annum equal
to the Mortgage Rate minus the Servicing Fee Rate.
1933 Act: The Securities Act of 1933, as amended.
1934 Act: The Securities Exchange Act of 1934, as amended.
Nonrecoverable Advance: The portion of any Monthly Advance or any
other advance previously made or proposed to be made by the Servicer that, in
the good faith judgment of the Servicer, will not or, in the case of a current
delinquency, would not be, ultimately recoverable by the Servicer from Insurance
Proceeds or Liquidation Proceeds (net of Liquidation Expenses) with respect to
the related Mortgage Loan.
Officers' Certificate: A certificate signed by the Chairman of the
Board, any Vice Chairman of the Board, the President, a Group President, an
Executive Vice President, a Senior Executive Vice President, Senior Vice
President, a Vice President, or other authorized officer, and by the Treasurer,
the Secretary, or one of the Assistant Vice Presidents, Assistant Treasurers or
Assistant Secretaries of the Depositor, the Seller, the Servicer or the Trustee,
as the case may be, and delivered to the Depositor, the Seller, the Servicer or
the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor or the Servicer, reasonably acceptable to the Trustee. With
respect to any opinion dealing with the definition of Eligible Account in this
Article I, Sections 2.04 or 7.04 hereof or with the qualification of a REMIC or
compliance with the REMIC Provisions, such counsel must (i) in fact be
independent of the Depositor and the Servicer, (ii) not have any direct
financial interest in the Depositor or the Servicer or in any affiliate of
either of them and (iii) not be connected with the Depositor or the Servicer as
an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions.
Optional Termination: The purchase of the Mortgage Loans pursuant to
Section 10.01(a).
Optional Termination Date: The date fixed by the Servicer for the
purchase of the Mortgage Loans pursuant to Section 10.01.
Outstanding Mortgage Loan: As to any date of determination, a
Mortgage Loan (including an REO Property) which was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and which was
not purchased, deleted or substituted for prior to such date of determination
pursuant to Section 2.02 or 2.04.
Participant: A broker, dealer, bank, other financial institution or
other Person for whom DTC effects book-entry transfers and pledges of securities
deposited with DTC.
Pass-Through Entity: (a) a regulated investment company described in
Section 851 of the Code, a real estate investment trust described in Section 856
of the Code, a common trust fund or an organization described in Section 1381(a)
of the Code, (b) any partnership, trust or estate or (c) any person holding a
Class A Certificate as nominee for another person.
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Pass-Through Rate: In the case of each Class of Class A, Class R and
Class M Certificates (other than the Class M-3 Certificates), for any
Distribution Date, the per annum rate set forth in the Preliminary Statement
hereto. In the case of each of the Class M-3, Class B-1, Class B-2 and Class B-3
Certificates, for any Distribution Date, the Subordinate Pass-Through Rate as of
such Distribution Date. In the case of each Class of the Class Y and Class Z
interests and any Distribution Date, a per annum rate equal to the Discount Net
Mortgage Rate for the related Loan Group. Interest on the Certificates and the
Class Y and Class Z interests will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
Percentage Interest: The percentage interest (which may be expressed
as a fraction) evidenced by any Certificate, which (a) in the case of each Class
of the Class A, Class M and Class B Certificates, is equal to a fraction, the
numerator of which is the Initial Certificate Principal Balance of such
Certificate, and the denominator of which is equal to the aggregate Initial
Certificate Principal Balances of all Certificates of the same Class and (b) in
the case of each Class of the Class R Certificates, is set forth on the face
thereof.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Prepayment Distribution Percentage: With respect to any Distribution
Date and Loan Group, and each Class of Class M Certificates and Class B
Certificates, the respective percentages as follows: in the case of the Class of
Class M Certificates then outstanding with the lowest numerical designation (or
in the case of the Class M-1 Certificates or Class M-2 Certificates, the Class
of Class M Certificates related to a Loan Group with the lowest numerical
designation then outstanding) or in the event the Class M Certificates are no
longer outstanding, the Class of Class B Certificates then outstanding with the
lowest numerical designation, and each other Class of Class M Certificates and
Class B Certificates for which the related Prepayment Distribution Trigger has
been satisfied, a fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately prior to such date
(or, in the case of the Class M-3 and Class B Certificates, the related Loan
Group Percentage of such Certificate Principal Balance) and the denominator of
which is the sum of the Certificate Principal Balances (or, in the case of the
Class M-3 and Class B Certificates, the related Loan Group Percentage of such
Certificate Principal Balance) immediately prior to such date of (1) the Class
of Class M Certificates then outstanding with the lowest numerical designation
(or in the case of the Class M-1 Certificates or Class M-2 Certificates, the
Class of Class M Certificates related to a Loan Group with the lowest numerical
designation then outstanding), or in the event the Class M Certificates are no
longer outstanding, the Class of Class B Certificates then outstanding with the
lowest numerical designation and (2) all other Classes of Class M Certificates
and Class B Certificates for which the respective Prepayment Distribution
Triggers have been satisfied. Notwithstanding the foregoing, if the application
of the foregoing percentages on any Distribution Date as provided in Section
4.02 (determined without regard to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a distribution in respect of
principal of any Class or Classes of Class M Certificates and Class B
Certificates in an amount greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be reduced to a level that,
when applied as described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M Certificates and Class B Certificates (any such
Class, a "Non-Maturing Class") in respect of such Loan Group shall be
recalculated in accordance with the provisions of the first sentence of this
definition, as if the Certificate Principal Balance of each Maturing Class had
been reduced to zero (such percentage as recalculated, the "Recalculated
Percentage"); (c) the total amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or Classes pursuant to clause (a)
of this sentence, expressed as an
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aggregate percentage, shall be allocated among the Non-Maturing Classes in
proportion to their respective Recalculated Percentages (the portion of such
aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing Class shall be equal to the sum of
(1) the Prepayment Distribution Percentage thereof, calculated in accordance
with the provisions of the first sentence of this definition as if the
Certificate Principal Balance of each Maturing Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan secured by an REO Property) that was
the subject of a Principal Prepayment during the related Prepayment Period by
the Mortgagor, an amount equal to the excess of (a) one month's interest at the
Mortgage Rate on the Principal Balance of such Mortgage Loan before taking into
account such Principal Prepayment over (b) the sum of (i) the amount of interest
paid by the Mortgagor for such Prepayment Period to the date of such Principal
and (ii) the Compensating Interest payable by the Servicer on such Distribution
Date.
Prepayment Period: With respect to any Distribution Date, the
calendar month prior to the month in which such Distribution Date occurs.
Prepayment Distribution Trigger: The Class 1 M-2 Prepayment
Distribution Trigger, Class 2 M-2 Prepayment Distribution Trigger, Class M-3
Prepayment Distribution Trigger, Class B-1 Prepayment Distribution Trigger,
Class B-2 Prepayment Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Primary Mortgage Insurance Policy: Each primary policy of mortgage
guaranty insurance with respect to the Mortgage Loans or any replacement policy
therefor.
Principal Balance: With respect to any Mortgage Loan, as of the date
of any determination, the principal balance of such Mortgage Loan remaining to
be paid by the Mortgagor as of the Cut-off Date after deduction of all payments
due on or before the Cut-off Date, reduced (but not below zero) by the sum of
(i) all amounts previously received or collected by the Servicer in respect of
principal of such Mortgage Loan subsequent to the Cut-off Date, other than
amounts representing payments due on such Mortgage Loan on or prior to the
Cut-off Date; (ii) all Liquidation Proceeds (net of Liquidation Expenses) and
Insurance Proceeds allocated to principal; (iii) all amounts allocable to the
principal of such Mortgage Loan previously paid by the Servicer as part of a
Monthly Advance, in each case which were distributed to Certificateholders
pursuant to Section 4.02; and (iv) all Realized Losses allocated to
Certificateholders with respect thereto on any previous Distribution Date. In
the case of a Replacement Mortgage Loan, "Principal Balance" shall mean, at the
time of any determination, the principal balance of such Replacement Mortgage
Loan on the date of substitution after deduction of all payments due on or
before the Due Date in the month of substitution, reduced by the sums described
in (i) through (iv), above, after such Due Date.
Principal Prepayment: Any Mortgagor payment or other recovery of
principal on a Mortgage Loan, including a recovery that takes the form of
Liquidation Proceeds or Insurance Proceeds, that is received in advance of its
scheduled Due Date and is not accompanied by an amount as to interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the Principal Balance of a Mortgage Loan.
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Purchase Price: With respect to any Mortgage Loan required to be
purchased by the Seller or Servicer pursuant to Section 2.01, 2.02, 2.04 or 3.12
the sum of (i) 100% of the Principal Balance of the Mortgage Loan on the date of
such purchase, (ii) accrued and unpaid interest to the next Due Date on the
Mortgage Loan at a rate equal to the Net Mortgage Rate and (iii) the amount of
any unreimbursed Monthly Advances and other advances made by the Servicer with
respect to such Mortgage Loan and reimbursable to the Servicer hereunder;
provided, however, that if the Servicer shall so choose, the Purchase Price with
respect to any Mortgage Loan purchased by the Servicer may be net of advances
that would otherwise be reimbursable to the Servicer and the Servicer shall have
no further entitlement to reimbursement for such advances. With respect to any
Mortgage Loan required or allowed to be purchased, the Servicer or Seller, as
applicable, shall deliver to the Trustee an Officers' Certificate as to the
calculation of the Purchase Price.
Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each other state having jurisdiction over such insurer in connection with
the insurance policy issued by such insurer, duly authorized and licensed by the
insurance regulatory authority of the state of its principal place of business
and, to the extent required by applicable law, each such other state, to
transact a mortgage guaranty insurance business in such state and each such
other state and to write the insurance provided by the insurance policy issued
by it and approved as an insurer by Freddie Mac or Fannie Mae and whose
claims-paying ability will not adversely affect the rating on the Certificates.
Rating Agency: Moody's and Duff and Phelps or any successor thereto.
Realized Loss: An amount determined by the Servicer and evidenced by
an Officers' Certificate delivered to the Trustee, in connection with any
Mortgage Loan equal to (a) with respect to any Liquidated Loan, the excess of
the Principal Balance of such Liquidated Loan plus interest thereon at a rate
equal to the applicable Net Mortgage Rate from the Due Date as to which interest
was last paid up to the Due Date next succeeding such liquidation over proceeds,
if any, received in connection with such liquidation, after application of all
withdrawals permitted to be made by the Servicer from the related Custodial
Account with respect to such Mortgage Loan, (b) with respect to any Mortgage
Loan which has become the subject of a Deficient Valuation, the excess of the
Principal Balance of the Mortgage Loan over the principal amount as reduced in
connection with the proceedings resulting in the Deficient Valuation, (c) with
respect to any Mortgage Loan which has become the subject of a Debt Service
Reduction, the present value of all monthly Debt Service Reductions on such
Mortgage Loan, assuming that the Mortgagor pays each Monthly Payment on the
applicable Due Date and that no Principal Prepayments are received with respect
to such Mortgage Loan, discounted monthly at the applicable Mortgage Rate or (d)
the amount of any reduction by the Servicer to the principal balance of such
Mortgage Loan pursuant to Section 3.01 hereof.
Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which the
applicable Distribution Date occurs.
Regular Certificates: All of the Certificates other than the Class R
Certificates.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Shortfalls: With respect to any Distribution Date and any
Mortgage Loan, the amount of any interest that is not collectible from the
Mortgagor during the related Due Period pursuant to the Relief Act or similar
legislation or regulations as in effect from time to time.
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REMIC: A "real estate mortgage investment conduit", within the
meaning of Section 860D of the Code.
REMIC Election: An election, for federal income tax purposes, to
treat certain assets as a REMIC.
REMIC Regular Interest: Any of the Class A, Class M and Class B
Certificates and any one of the Class Y and Class Z interests.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Section 860A through 860G of the Subchapter M of
Chapter 1 of the Code and related provisions, and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.13.
REO Disposition: As to any REO Property, a determination by the
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO Property: Any Mortgaged Property acquired by or in the name of
the Trustee for the benefit of the Certificateholders in foreclosure or by
deed-in-lieu of foreclosure.
REO Proceeds: Proceeds, net of expenses, received in respect of any
REO Property (including, without limitation, proceeds from the rental of the
related Mortgaged Property).
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Servicer or Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding Principal Balance, after deduction of the principal
portion of the Monthly Payment due in the month of substitution (or in the case
of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate Principal Balance, after such deduction), not in excess of the
Principal Balance of the Deleted Mortgage Loan (the amount of any shortage to be
deposited by the Seller in the Certificate Account in the month of substitution
as set forth in Section 2.04 of this Agreement); (ii) at the time of
substitution have a Net Mortgage Rate equal to or exceeding the Net Mortgage
Rate of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher
than the Loan-to-Value Ratio of the Deleted Mortgage Loan; (iv) have a remaining
term to maturity no greater than (and not more than one year less than) the
Deleted Mortgage Loan; (v) be of the same or better credit quality
classification as that of the Deleted Mortgage Loan; and (vi) comply with each
representation and warranty relating to the Mortgage Loans set forth in Section
2.04 hereof. Notwithstanding any other provisions herein, with respect to any
Replacement Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Replacement Mortgage Loan shall be deemed to be a
Discount Mortgage Loan and to have a Discount Fraction equal to the Discount
Fraction of the Deleted Mortgage Loan.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan, including each standard hazard and,
if applicable, flood insurance policy.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice Chairman of the Board of Directors or Trustees, the Chairman or
Vice Chairman of the Executive or
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Standing Committee of the Board of Directors or Trustees, the President, the
Chairman of the Committee on Trust Matters, any Vice President, any Assistant
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the rules of the 1933 Act, as
in effect from time to time.
Scheduled Final Distribution Date: The Distribution Date occurring
in November 2014.
Seller: Washington Mutual Bank, FA or its successor in interest.
Senior Accelerated Prepayment Percentage: With respect to any
Distribution Date and any Loan Group, the percentage indicated below:
<TABLE>
<CAPTION>
Senior Accelerated
Distribution Date Distribution Percentage
- ------------------------------------------------------------------------------------------------
<S> <C>
January 2000 through
December 2004................................ 100% (except as provided below)
January 2005 through Senior Percentage for such Loan Group, plus
December 2005................................ 70% of the applicable Subordinate Percentage
January 2006 through Senior Percentage for such Loan Group, plus
December 2006................................ 60% of the applicable Subordinate Percentage
January 2007 through Senior Percentage for such Loan Group, plus
December 2007................................ 40% of the applicable Subordinate Percentage
January 2008 through Senior Percentage for such Loan Group, plus
December 2008................................ 20% of the applicable Subordinate Percentage
December 2008 and
thereafter................................... Senior Percentage for such Loan Group
</TABLE>
provided, however, (i) that any reduction to the Senior Accelerated
Prepayment Percentage described above shall not occur as of any Distribution
Date unless either (a)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date if occurring during the sixth, seventh,
eighth, ninth or tenth year (or any year thereafter) after the Closing Date are
less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial
Certificate Principal Balances of the Class M Certificates and Class B
Certificates or (b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date, if occurring during the sixth,
seventh, eighth, ninth or tenth year (or any year
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thereafter) are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of
the Initial Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the Aggregate
Subordinate Percentage is less than the Aggregate Subordinate Percentage as of
the Closing Date, the Senior Accelerated Prepayment Percentage for both Loan
Groups for such Distribution Date shall be 100%. Notwithstanding the foregoing,
upon the reduction of the Certificate Principal Balances of the Class A
Certificates to zero, the Senior Accelerated Prepayment Percentage shall
thereafter be 0%.
Senior Percentage: With respect to any date of determination and any
Loan Group, a fraction, expressed as a percentage, equal to the lesser of (a)
100% and (b) the aggregate Certificate Principal Balance of the Class 1 A
Certificates, or the Class 2 A Certificates and Class R Certificates, as the
case may be, immediately prior to such date divided by the aggregate Principal
Balance of all of the Mortgage Loans in the related Loan Group (other than the
Discount Fraction of the Discount Mortgage Loans) immediately prior to such
date.
Servicer: Washington Mutual Bank, FA or any successor under the
terms of this Agreement.
Servicer Advance Date: The date on which the Servicer is required to
make a Monthly Advance pursuant to Section 5.04 hereof.
Servicer Mortgage File: All documents pertaining to a Mortgage Loan
not required to be included in the Trustee Mortgage File and held by the
Servicer or any Sub-Servicer.
Servicing Fee: For each calendar month, as to each Mortgage Loan,
(i) an amount equal to one month's interest (or in the event of any payment of
interest which accompanies a Principal Prepayment in Full, interest for the
number of days covered by such payment of interest) at a rate equal to the
Servicing Fee Rate and (ii) increased by any late payment charges, assumption
fees and other usual and customary fees collected from the Mortgagor and by any
net income on Eligible Investments held in the Custodial Account.
Servicing Fee Rate: For each Mortgage Loan, the rate set forth on
the Mortgage Loan Schedule as the Servicing Fee Rate.
Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee on the
Delivery Date by the Servicer pursuant to this Agreement, as such list may from
time to time be amended.
Subordinate Pass-Through Rate: As of any Distribution Date, the
weighted average of the Pass-Through Rates on the Class 1 A Certificates and
Class 2 A Certificates, weighted by the excess, if any, of (a) the aggregate
Principal Balance of the Mortgage Loans in the related Loan Group over (b) the
aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates and Class M-2 Certificates.
Subordinate Percentage: With respect to each Loan Group and as of
any Distribution Date, 100% minus the applicable Senior Percentage as of such
Distribution Date prior to any distributions on the Class A Certificates.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, and any Class of Class M-3 Certificates and
Class B Certificates, (a) the sum of (i) the
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product of (x) the related Class M-3 Percentage or Class B Percentage for such
Class and (y) the amounts described in Section 4.02(a)(y)(ii)(Y)(A) and Section
4.02(a)(y)(ii)(Y)(B), without application of the related Senior Percentage or
the Senior Accelerated Prepayment Percentage, (ii) the product of (x) the
related Prepayment Distribution Percentage and (y) the sum of the amounts
described in Section 4.02(a)(y)(ii)(Y)(C), without application of the Senior
Accelerated Prepayment Percentage, and not distributed to the Class A
Certificates for such Distribution Date pursuant to Section
4.02(a)(y)(ii)(Y)(C); (iii) if such Class is the most senior Class of
Certificates then outstanding (as established in Section 4.03 hereof), any
Excess Subordinate Principal Amount for such Distribution Date; and (iv) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to such Class of
Certificates minus (b) any Excess Subordinate Principal Amount not payable to
such Class on such Distribution Date pursuant to the definition thereof;
provided, however, that such amount shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Sub-Servicer: Any other entity with respect to any Mortgage Loan
under any Sub-Servicing Agreement, either currently or in the future, applicable
to such Mortgage Loan and any successors and assigns under such Sub-Servicing
Agreement.
Sub-Servicing Agreement: Any servicing agreement between the
Servicer and a Sub-Servicer pursuant to which the Servicer delegates any of its
servicing responsibilities with respect to any of the Mortgage Loans.
Transferee Affidavit and Agreement: As defined in Section
6.02(g)(i)(B).
Trust Fund: Collectively, the assets of the Trust Fund I and Trust
Fund II.
Trust Fund I: Collectively, the assets of the Trust REMIC I and all
amounts deposited therein pursuant to the provisions of this Agreement.
Trust Fund II: Collectively, the assets of the Trust REMIC II and
all amounts deposited therein pursuant to the provisions of this Agreement.
Trust REMIC: Trust REMIC I and Trust REMIC II.
Trust REMIC I: The corpus of the Trust Fund I created by this
Agreement consisting of (a) the Mortgage Loans listed in the Mortgage Loan
Schedule, including all interest and principal received or receivable by the
Depositor on or with respect to the Mortgage Loans after the Cut-off Date, but
not including payments of principal and interest due and payable on the Mortgage
Loans on or before the Cut-off Date, together with the Mortgage Files relating
to the Mortgage Loans, (b) REO Property, (c) the Custodial Account and the
Certificate Account and all amounts deposited therein pursuant to the applicable
provisions of this Agreement, (d) any insurance policies with respect to the
Mortgage Loans, (e) all proceeds of the conversion, voluntary or involuntary, of
any of the foregoing into cash or other liquid property and (f) the Depositor's
rights under the Mortgage Loan Purchase Agreement.
Trust REMIC II: The segregated pool of assets consisting of the
Class Y and Class Z interests conveyed in trust to the Trustee for the benefit
of the Certificateholders (other than the Holders of the Class R-1 Certificates)
pursuant to Section 2.01(a), with respect to which a separate REMIC election is
to be made
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<PAGE>
Trustee: Bank One, National Association, a national banking
association, not in its individual capacity, but solely in its capacity as
trustee for the benefit of the Certificateholders under this Agreement, and any
successor thereto, as provided herein.
Trustee Float: With respect to each Distribution Date, the value of
balances on deposit in the Certificate Account (which shall not be invested) to
be held by the Trustee for the period beginning one Business Day prior to such
Distribution Date and ending on such Distribution Date.
Trustee Mortgage File: The mortgage documents listed in Section
2.01(i)-(v) hereof pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Trustee Mortgage File pursuant to this
Agreement.
United States Regulations: 31 C.F.R. Part 357; 12 C.F.R. Part 615,
Subpart O; 12 C.F.R. Part 912; 12 C.F.R. Part 1511; 24 C.F.R. Part 81; 31 C.F.R.
Part 354; and 18 C.F.R. Part 1314.
United States Securities Entitlement: A "Security Entitlement" as
defined in a United States Regulation.
U.S. Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any state (including the District of Columbia)
thereof, or an estate or trust whose income from sources without the United
States is includable in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
Voting Rights: The portion of the aggregate voting rights of all the
Certificates evidenced by a Certificate. 99% of all Voting Rights will be
allocated to the Certificates (other than the Class R Certificates) in
proportion to their Certificate Principal Balances, 0.5% of all Voting Rights
will be allocated to the Class R-1 Certificates and 0.5% of all Voting Rights
will be allocated to the Class R-2 Certificates.
Washington Mutual: Washington Mutual Bank, F.A.
ARTICLE II
CONVEYANCE OF TRUST FUND;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of Trust Fund.
The Depositor hereby sells, transfers, assigns, delivers, sets over
and otherwise conveys to the Trustee for the benefit of the Holders of the Class
Y and Class Z interests and the Class R-1 Certificateholders, without recourse,
the Depositor's right, title and interest in and to the Trust REMIC I in
exchange for the Class Y and Class Z interests and the Class R-1 Certificates.
The Depositor hereby sells, transfers, assigns, delivers, sets over and
otherwise conveys to the Trustee for the benefit of the Certificateholders
(other than the Class R-1 Certificateholders) without recourse, the Depositor's
right, title and interest in and to the Trust REMIC II in exchange for
Certificates (other than the Class R-1 Certificates).
The Seller hereby sells, transfers, assigns, delivers, sets over and
otherwise conveys to the Trustee, without recourse, any and all right, title and
interest of the Seller, if any, in and to the Trust REMIC I.
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In connection with any such transfer and assignment, the Seller does
hereby deliver to, and deposit with, the Trustee or its agents, the following
documents or instruments with respect to each Mortgage Loan so assigned:
(i) the Mortgage Note, endorsed, in blank (which such
endorsement may be pursuant to the use of an allonge in the form attached
as Exhibit L), with all intervening endorsements showing a complete chain
of endorsement from the originator to the last endorser (or an original
lost note affidavit from the Seller stating that the Mortgage Note was
lost, misplaced or destroyed, with respect to such Mortgage Loans
identified in the Trustee's Certification referenced in Section 2.02), and
if the Mortgage Note or Mortgage or any other material document or
instrument relating to the Mortgage Loan has been signed on behalf of the
Mortgagor by another person, the original power of attorney or other
instrument that authorized and empowered such person to sign, or a copy of
the original power of attorney or other instrument;
(ii) the original Mortgage, as recorded, with evidence of
recording indicated thereon establishing the Seller as mortgagee thereof;
(iii) an original assignment or assignments of Mortgage (other
than an Assignment) showing an unbroken chain of title from the originator
to the Seller with evidence of recording indicated thereon or a duplicate
original of the copy thereof certified by the applicable recording office;
(iv) the original copy of each assumption, modification,
written assurance or substitution agreement, if any, with respect to such
Mortgage Loan, as identified on the Mortgage Loan Schedule; and
(v) an Assignment.
Notwithstanding the foregoing, in the event that in connection with
any Mortgage Loan the Seller cannot deliver an original recorded counterpart of
any of the documents required to be delivered pursuant to clauses (ii) or (iii)
above with evidence of recording thereon concurrently with the execution and
delivery hereof, the Seller shall deliver to the Trustee a duplicate original or
true copy of such document certified by the Seller or the applicable public
recording office to be a true and complete duplicate original or copy of the
original thereof submitted for recording, or a copy of the Mortgage certified by
a title insurance or escrow company or companies, evidencing that such Mortgage
or assignment of Mortgage has been delivered to the appropriate public recording
office for recordation. In the event that the Seller cannot deliver a duplicate
original or true copy certified as stated above of such document required to be
delivered pursuant to clauses (ii) or (iii) above, within 45 days of the
Delivery Date, the Seller shall purchase the related Mortgage Loan at the
Purchase Price therefor or replace the Mortgage Loan with a Replacement Mortgage
Loan if such substitution occurs within the time periods for substitution set
forth in Sections 2.04.
The Seller shall promptly deliver to the Trustee (A) the original
recorded documents referred to in clauses (ii) and (iii) above with evidence of
recording indicated thereon, or a photocopy thereof certified by the appropriate
county recorder's office to be a true and complete copy of the original thereof,
upon receipt thereof from the public recording office, and (B) upon discovery of
any defect or omission in the deliveries of any of items (ii) through (iv) above
with respect to any Mortgage Loan, a correct and complete document or instrument
meeting the requirements of such item, but in no event shall any such delivery
be made later than 90 days following the Delivery Date (unless, in the case of
the foregoing clause (A), such document has not been returned from the relevant
recording office at such
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time, in which case the Servicer shall make such delivery within 270 days of the
Delivery Date; provided, however, that such 270 day period shall be extended to
360 days upon presentation of an officer's certificate of the Seller to the
effect that such document has not yet been returned from the relevant recording
office, and shall be extended for additional thirty-day periods). In the event
the Seller cannot deliver such original documents with evidence of recording
indicated thereon within the time period set forth in the preceding sentence,
the Seller shall purchase the related Mortgage Loan at the Purchase Price
thereof or replace the Mortgage Loan with a Replacement Mortgage Loan if such
substitution occurs within the time periods for substitution set forth in
Section 2.04.
From time to time the Seller or the Servicer may forward or cause to
be forwarded to the Trustee for the benefit of the Certificateholders additional
original documents evidencing an assumption or modification of a Mortgage Loan.
The Seller will promptly notify, in writing, the Depositor, the
Servicer and the Trustee of the occurrence of a Downgrade Event.
Within 60 days following the receipt of the notice of a Downgrade
Event, the Trustee shall (a) complete each endorsement referred to in clause (i)
above and each Assignment referred to in (v) above by inserting "to the Trustee
for the benefit of the Holders of the Washington Mutual Bank, FA Mortgage-Backed
Pass-Through Certificates, Series 1999-WM2" and (b) cause the Servicer to record
(and the Servicer hereby agrees to record), at the expense of the Servicer, in
the appropriate public office for real property records each original assignment
referred to in (v) above with respect to each Mortgaged Property, and the
Trustee shall release any such Assignment to the Servicer for such purpose. The
Servicer shall promptly deliver to the Trustee each original Assignment with
evidence of recording indicated thereon or a photocopy thereof certified by the
appropriate county recorder's office to be a true and complete copy of the
original thereof, upon receipt thereof from the public recording official. If
any Assignment is returned unrecorded to the Servicer because of any defect
therein, the Seller or the Servicer shall cure or correct such defect and cause
such Assignment to be recorded in accordance with this paragraph and if such
defect is not cured within 60 days the Seller shall purchase the Mortgage Loan
at the Purchase Price therefor or replace the Mortgage Loan with a Replacement
Mortgage Loan if such substitution occurs within the time periods for
substitution set forth in Sections 2.04.
SECTION 2.02 Acceptance by Trustee.
The Trustee will hold the documents referred to in Section
2.01(i)-(v) above and the other documents constituting a part of the Trustee
Mortgage Files delivered to it pursuant to Section 2.01 in trust for the use and
benefit of all present and future Certificateholders. Upon execution and
delivery of this Agreement and within 45 days after the execution and delivery
of this Agreement, the Trustee shall ascertain whether all documents required to
be delivered to it pursuant to Section 2.01 hereof are in its possession, and
shall deliver to the Depositor, the Seller and the Servicer a certification
(upon execution and delivery of this Agreement, the "Initial Certification" and
within 45 days thereof, the "Final Certification", respectively) in the forms
set forth as Exhibits F-1 and F-2 hereto to the effect that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule: (a) all documents required to be
delivered to the Trustee pursuant to this Agreement are in its possession, (b)
such documents have been reviewed by it and have not been mutilated, damaged,
defaced, torn or otherwise physically altered, and such documents relate to such
Mortgage Loan and (c) each Mortgage Note has been endorsed and each assignment
of Mortgage has been delivered as provided in Section 2.01 hereof. The Trustee
shall deliver to the Depositor, the Seller and the Servicer a copy of such Final
Certification. If, in the course of such review, the Trustee finds any document
or documents constituting a part of a Mortgage File which do not meet the
requirements of the foregoing clauses (a)-(c), the Trustee shall promptly notify
the Seller, the Servicer and the Depositor in writing, and request that the
Seller correct or cure such defect. The Trustee shall
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promptly notify the Depositor, the Seller and the Servicer in writing if any
original assignment referred to in clause (iii) of Section 2.01 or duplicate
original or the copy thereof certified by the Seller or the applicable recording
office has not been received by it prior to March 31, 2000. In the event the
Seller shall fail to cure any document deficiency or defect reflected in the
Final Certification within 60 days of such Final Certification, or such longer
period of time as may be permitted in the fifth paragraph of Section 2.01, it
shall not be the obligation of the Trustee hereunder to cure the same, and the
Seller shall purchase the Mortgage Loan at the Purchase Price therefor or,
replace the Mortgage Loan with a Replacement Mortgage Loan if such substitution
occurs within the time period for substitution set forth in Section 2.04.
The Depositor agrees that at any time and from time to time upon
written request of the Trustee, the Depositor shall promptly and duly execute
and deliver any and all such further documents and assurances, and take such
further actions as the Trustee reasonably may request in order to obtain or more
fully vest the benefits of the assignment intended hereunder (as set forth
hereinabove in Section 2.01 and herein below in Section 2.03) and of the rights
and powers herein granted.
The Trustee shall retain possession and custody of each Trustee
Mortgage File in accordance with and subject to the terms and conditions set
forth herein.
SECTION 2.03 Representations, Warranties and Covenants of the Servicer and
Seller.
Washington Mutual, as Seller and Servicer, hereby represents and
warrants to, and covenants with, the Depositor and the Trustee that, as of the
date hereof:
(i) Washington Mutual is a federally chartered savings
association, validly existing and in good standing under the laws of the
United States of America and is duly authorized and qualified to transact
any and all business contemplated by this Agreement in any state in which
a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in
compliance with the doing business laws of any such state, to the extent
necessary to ensure the enforceability of each Mortgage Loan and the
servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
(ii) Washington Mutual has the full corporate power and
authority to service each Mortgage Loan, and to execute, deliver and
perform, and to enter into and consummate the transactions contemplated by
this Agreement and has duly authorized by all necessary corporate action
on the part of Washington Mutual the execution, delivery and performance
of this Agreement; and this Agreement, assuming the due authorization,
execution and delivery thereof by the Depositor and the Trustee,
constitutes a legal, valid and binding obligation of Washington Mutual,
enforceable against Washington Mutual in accordance with its terms, except
that (A) the enforceability thereof may be limited to bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally and (B) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought;
(iii) the execution and delivery of this Agreement by
Washington Mutual, the servicing of the Mortgage Loans by Washington
Mutual hereunder, the consummation of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of Washington Mutual and will not
(A) result in a material breach of any term or provision of the charter or
by-laws of Washington Mutual or (B) materially conflict with, result in a
material breach, violation or acceleration of, or result in a material
default under, the terms of any other material agreement or instrument to
which
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Washington Mutual is a party or by which it may be bound, or any statute,
order or regulation applicable to Washington Mutual of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over Washington Mutual; and Washington Mutual is not a party
to, bound by, or in breach or violation of any material indenture or other
material agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially
and adversely affects, (1) the ability of Washington Mutual to perform its
obligations under this Agreement or (2) the business, operations,
financial condition, properties or assets of the Servicer taken as a
whole;
(iv) Washington Mutual is, and will remain, subject to
supervision and examination by any state or federal authority as may be
applicable and will remain in good standing and qualified to do business
where so required by applicable law and is, and will remain an approved
servicer of conventional mortgage loans for Fannie Mae or Freddie Mac;
(v) no litigation is pending or threatened against Washington
Mutual that would materially and adversely affect the execution, delivery
or enforceability of this Agreement or the ability of Washington Mutual to
service the Mortgage Loans or to perform any of its other obligations
hereunder in accordance with the terms hereof;
(vi) Washington Mutual will at all times comply in the
performance of its obligations under this Agreement with all reasonable
rules and requirements of the insurer under each Required Insurance
Policy;
(vii) no written information, certificate of an officer,
statement furnished in writing or written report delivered to the
Depositor, any affiliate of the Depositor or the Trustee and prepared by
Washington Mutual pursuant to this Agreement will contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the information, certificate, statement or report not misleading;
(viii) except for permits and similar authorizations required
under the securities or "blue sky" laws no consent, approval,
authorization or order of any court or governmental agency or body is
required for the execution, delivery and performance by Washington Mutual
of, or compliance by Washington Mutual with, this Agreement or the
consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, Washington Mutual
has obtained the same;
(ix) Washington Mutual will service the Mortgage Loans in
accordance with the standards set forth in this Agreement; and
(x) this Agreement and all other documents related hereto to
which Washington Mutual is a party have been approved by the Washington
Mutual's board of directors, which approval is reflected in the minutes of
such board, and shall continuously from the time of each such document's
execution, be maintained as an official record of the Washington Mutual.
SECTION 2.04 Representations, Warranties and Covenants of the Seller with
respect to the Mortgage Loans.
The Seller hereby represents and warrants to, and covenants with,
the Depositor and the Trustee for the benefit of the Certificateholders that, as
to each Mortgage Loan, as of the Cut-off Date or
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such other date specifically set forth herein, and with respect to
representation (i) listed below, as of the Delivery Date:
(i) The information set forth in the Mortgage Loan Schedule is
complete, true and correct.
(ii) None of the Mortgage Loans is more than 30 days
delinquent; not more than 0.38% of the Mortgage Loans were 30 days
delinquent more than once in the past twelve months; Washington Mutual has
not advanced funds to, or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the Mortgaged
Property subject to the Mortgage, directly or indirectly, for the payment
of any amount required by the Mortgage Loan.
(iii) There are no delinquent taxes, ground rents, water
charges, sewer rents, assessments, insurance premiums, leasehold payments,
including assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property.
(iv) The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by
written instruments which have been recorded, if necessary to protect the
interests of the Trustee, and which are included in the Trustee Mortgage
File, the substance of which waiver, alteration or modification has been
approved by the primary mortgage guaranty insurer, if any, and by the
title insurer, to the extent required by the related policy and is
reflected on the Mortgage Loan Schedule. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, except in connection with an assumption
agreement approved by the primary mortgage insurer, if any, and title
insurer, to the extent required by the policy, and which assumption
agreement is part of the Mortgage File.
(v) The Mortgage Note and the Mortgage are not 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 and Mortgage, or the exercise of any right thereunder,
render the Mortgage unenforceable, in whole or in part, or subject 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.
(vi) All buildings upon the Mortgaged Property are insured by
a generally acceptable insurer against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the
Mortgaged Property is located. All such insurance policies contain a
standard mortgagee clause naming the Servicer, its successors and assigns
as mortgagee and all premiums thereon have been paid. If upon origination
of the Mortgage Loan, the Mortgaged Property was in an area identified in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance has been made available) a
flood insurance policy meeting the requirements of the current guidelines
of the Federal Insurance Administration is in effect which policy conforms
to the requirements of Fannie Mae or Freddie Mac. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at Mortgagor's
cost and expense, and on the Mortgagor's failure to do so, authorizes the
holder of the Mortgage to maintain such insurance at Mortgagor's cost and
expense and to seek reimbursement therefor from the Mortgagor.
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(vii) Any and all requirements of any federal, state or local
law including, without limitation, environmental, usury, truth in lending,
real estate settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws applicable to the Mortgage Loan and
the related Mortgaged Property have been complied with.
(viii) The Mortgage has not been satisfied, canceled or
subordinated, or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or
in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission.
(ix) The Mortgage is a valid, existing and enforceable first
lien on the Mortgaged Property, including all improvements on the
Mortgaged Property 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 the public
record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do not adversely affect the Appraised Value of the Mortgaged
Property, and (C) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment,
value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage establishes and creates a valid,
existing and enforceable first lien and first priority security interest
on the property described therein and the Seller has full right to sell
and assign the same to the Depositor. The Mortgaged Property was not, as
of the date of origination of the Mortgage Loan, subject to a mortgage,
deed of trust, deed to secure debt or other security instrument creating a
lien subordinate to the lien of the Mortgage.
(x) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, or reorganization.
(xi) All parties to the Mortgage Note and the Mortgage had
legal capacity to enter into the Mortgage Loan and to execute and deliver
the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been duly and properly executed by such parties.
(xii) The proceeds of the Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder and
any and all requirements as to completion of any on-site or off-site
improvement and as to disbursements of any escrow funds therefor have been
complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage were paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due under
the Mortgage Note or Mortgage.
(xiii) As of the Delivery Date, the Mortgage Note and the
Mortgage are not assigned or pledged, and immediately prior to the sale of
the Mortgage Loan to the Depositor the Seller was the sole owner of record
and holder thereof and with full right to transfer and sell the Mortgage
Loan to the Depositor free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest and with full right and
authority subject to no interest or participation of, or agreement with,
any other party, to sell and assign each Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement.
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(xiv) All parties which have had any interest in the Mortgage,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) (A) in
compliance with any and all applicable licensing requirements of the laws
of the state wherein the Mortgaged Property is located, and (B) either (i)
organized under the laws of such state, or (ii) qualified to do business
in such state, or (iii) federal savings and loan associations or national
banks having principal offices in such state, or (iv) not doing business
in such state.
(xv) The Mortgage Loan is covered by an ALTA lender's title
insurance policy acceptable to Fannie Mae or Freddie Mac, issued by a
title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do
business in the jurisdiction where the Mortgaged Property is located,
insuring (subject to the exceptions contained in (ix)(A) through (C)
above) the Seller, its successors and assigns as to the first priority
lien of the Mortgage in the original principal amount of the Mortgage
Loan. The original title policy (or a copy thereof sufficient to entitle
the insured to make a claim thereunder) and all riders thereto are in the
Mortgage File. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress, and against encroachments by or
upon the Mortgaged Property or any interest therein. The Seller is the
sole insured of such lender's title insurance policy, and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this Agreement. No claims have been made under such lender's 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 lender's title insurance policy.
(xvi) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the 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, and the Seller has not waived any default, breach,
violation or event of acceleration.
(xvii) There are no mechanics' or similar liens or claims
which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such lien) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
on parity with, the lien of the related Mortgage.
(xviii) All improvements which were considered in determining
the Appraised Value of the related Mortgaged Property lay wholly within
the boundaries and building restriction lines of the Mortgaged Property,
and no improvements on adjoining properties encroach upon the Mortgaged
Property.
(xix) The Mortgage Loan was originated by the Seller or a
subsidiary of the Seller or was purchased by the Seller from a third
party, each of which was, at the time of origination, (A) a Fannie
Mae-approved or Freddie Mac-approved seller/servicer and (B) a
HUD-approved mortgage banker, or a savings and loan association, a savings
bank, a commercial bank or similar banking institution which is supervised
and examined by a federal or state authority. Principal payments on the
Mortgage Loan commenced no more than sixty days after funds were disbursed
in connection with the Mortgage Loan. The Mortgage Note is payable on the
first day of each month in monthly installments of principal and interest,
with interest in arrears, and requires Monthly Payments sufficient to
amortize the original principal balance of the Mortgage Loan over a term
of not more than 15 years. Each Mortgage Note has a Mortgage Rate that is
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fixed. No Mortgage Loan has a provision which will require negative
amortization. No Mortgage Loan requires a balloon payment at the end of
its term.
(xx) The origination practices used by the Seller and the
collection practices used by the Servicer with respect to each Mortgage
Note and Mortgage have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing business. With respect
to escrow deposits and escrow payments, if any, all such payments are in
the possession of, or under the control of, the Servicer and there exist
no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made. No escrow deposits or escrow
payments or other charges or payments due the Seller have been capitalized
under any Mortgage or the related Mortgage Note.
(xxi) The Mortgaged Property is free of damage and waste and
there is no proceeding pending for the total or partial condemnation
thereof.
(xxii) The 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 provided thereby, including, (A) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (B)
otherwise by judicial foreclosure. There is no other exemption available
to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage. The Mortgagor has not notified the Servicer and the Servicer has
no knowledge of any relief requested or allowed to the Mortgagor under the
Relief Act.
(xxiii) The Mortgage Loan was underwritten generally in
accordance with the Seller's underwriting standards in effect at the time
the Mortgage Loan was originated.
(xxiv) The Mortgage Note is not secured by any collateral
except the lien of the corresponding Mortgage and the security interest of
any applicable security agreement or chattel mortgage referred to in (ix)
above.
(xxv) The Mortgage File contains an appraisal of the related
Mortgaged Property signed prior to the approval of the Mortgage Loan
application by a qualified appraiser, duly appointed by the originator of
the Mortgage Loan, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the
Mortgage Loan.
(xxvi) In the event the Mortgage constitutes a deed of trust,
a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in the Mortgage,
and no fees or expenses are or will become payable by the Depositor to the
trustee under the deed of trust, except, in connection with a trustee's
sale after default by the Mortgagor.
(xxvii) No Mortgage Loan contains provisions pursuant to which
Monthly Payments are (A) paid or partially paid with funds deposited in
any separate account established by the Seller, the Mortgagor, or anyone
on behalf of the Mortgagor, (B) paid by any source other than the
Mortgagor or (C) contains any other similar provisions which may
constitute a "buydown" provision. No Mortgage Loan was a graduated payment
mortgage loan as of the date of its origination. No Mortgage Loan has a
shared appreciation or other contingent interest feature.
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(xxviii) The Seller has no knowledge of any circumstances or
condition existing on the Cut-off Date with respect to the Mortgage, the
Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that
can reasonably be expected to cause the Mortgage Loan to be an
unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value of the Mortgage Loan.
(xxix) Each such Mortgage Loan with a Loan-to-Value Ratio at
origination in excess of 80% is and will be subject either to (x) a
Primary Mortgage Insurance Policy, issued by a Fannie Mae or Freddie Mac
approved insurer, which provided private mortgage insurance in an amount
meeting Fannie Mae and Freddie Mac requirements or (y) a higher interest
rate in lieu of obtaining private mortgage insurance. All provisions of
such Primary Mortgage Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due
thereunder have been paid. Any Mortgage subject to any such Primary
Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection
therewith.
(xxx) The Mortgaged Property is lawfully occupied under
applicable law. All inspections, licenses and certificates required to be
made or issued with respect to all occupied portions of the related
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, had been made or
obtained from the appropriate authorities.
(xxxi) No action has been taken or failed to be taken, no
event has occurred and no state of facts exists or has existed on or prior
to the Cut-off Date (whether or not known to the Seller on or prior to
such date) which has resulted or will result in an exclusion from, denial
of, or defense coverage under any private mortgage insurance (including,
without limitation, any exclusions, denials or defenses which would limit
or reduce the availability of the timely payment of the full amount of the
loss otherwise due thereunder to the insured) whether arising out of
actions, representations, errors, omissions, negligence, or fraud of the
Seller, the related Mortgagor or any party involved in the application for
such coverage, including the appraisal, plans and specifications and other
exhibits or documents submitted therewith to the insurer under such
insurance policy, or for any other reason under such coverage, but not
including the failure of such insurer to pay by reason of such insurer's
breach of such insurance policy or such insurer's financial inability to
pay.
(xxxii) The Assignment is in recordable form and is acceptable
for recording under the laws of the jurisdiction in which the Mortgaged
Property is located.
(xxxiii) Any advances made to the Mortgagor prior to the
Cut-off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as
consolidated, bears a single interest rate and single repayment term. The
lien of the Mortgage securing the consolidated principal amount is
expressly insured as having first lien priority by a title insurance
policy, an endorsement to the policy insuring the mortgagee's consolidated
interest or by other title evidence acceptable to Fannie Mae or Freddie
Mac. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan.
(xxxiv) If the Mortgaged Property is a condominium unit or a
planned unit development (other than a de minimis planned unit
development) such condominium or planned unit development project meets
Fannie Mae or Freddie Mac eligibility requirements.
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(xxxv) Each Mortgage is a "qualified mortgage" for purposes of
the REMIC Provisions.
(xxxvi) No fraud was committed by the originator of the
Mortgage Loan and the Seller is not aware of any fact that would
reasonably lead the Seller to believe that any Mortgagor had committed
fraud in connection with the origination of such Mortgage Loan.
Upon the discovery by the Depositor, the Seller, the Servicer or the
Trustee (or upon notice thereof in writing from a Certificateholder) of a breach
or breaches of any of the representations and warranties of the Seller made in
this Section 2.04 in respect of any Mortgage Loan, or any breach of a
representation or warranty of the Seller or Servicer set forth in Section 2.03
or any breach of representation or warranty of the Seller in Section 2 of the
Mortgage Loan Purchase Agreement, which breach or breaches, individually or in
the aggregate, materially and adversely affect the interests of the
Certificateholders, the party discovering such breach shall give prompt written
notice to the other parties. The Trustee shall promptly notify the Seller and
Servicer of such breach and request that the Seller or Servicer, as the case may
be, cure such breach within 60 days (or if such breach is not capable of being
cured within 60 days and provided the Seller or the Servicer, as the case may be
is diligently pursuing the cure thereof, within 120 days) from the date of such
notice, and if the Seller or Servicer does not cure such breach in all material
respects, the Seller or Servicer, as the case may be, shall either (i)
substitute a Replacement Mortgage Loan or Loans for the related Mortgage Loan,
which substitution must be made as specified in this Section or (ii) purchase
such Mortgage Loan held for the benefit of the Certificateholders from the
Trustee at the Purchase Price therefor.
The Seller or Servicer shall not have any right to substitute a
Replacement Mortgage Loan or Loans for the affected Mortgage Loan more than
three months after the Delivery Date (or more than two years after the Delivery
Date if the related Mortgage Loan is a "defective obligation" within the meaning
of Section 860G(a)(4)(B)(ii) of the Code), and any substitution must be
accompanied by an Officers' Certificate delivered to the Trustee, certifying
that such Replacement Mortgage Loan conforms to the requirements of this
Agreement, and by an Opinion of Counsel to the effect that such substitution
will not cause either Trust REMIC to fail to qualify as a REMIC and will not
result in a prohibited transaction tax, which Opinion of Counsel shall be paid
for by the Seller or Servicer, as the case may be. Notwithstanding the
foregoing, if any such breach would cause a Mortgage Loan to be other than a
"qualified mortgage loan" as described in Section 860G(a)(3) of the Code, any
substitution or purchase shall occur within 90 days of the discovery of the
breach.
As to any Replacement Mortgage Loan or Loans, the Seller or Servicer
shall deliver to the Trustee or its agent for such Replacement Mortgage Loan or
Loans, the Mortgage Note, the Mortgage, and such other documents and agreements
as are required by Section 2.01, with the Mortgage Note (i) endorsed in blank if
no Downgrade Event has occurred or (ii) if a Downgrade Event has occurred,
endorsed to the Trustee for the benefit of the Holders of the Washington Mutual
Bank, FA Mortgage-Backed Certificates, Series 1999-WM2 (which endorsement, in
either case, may be in the form of an allonge). As to any Replacement Mortgage
Loan or Loans, the Seller or Servicer shall deliver to the Trustee the related
Assignment (i) in blank in recordable form or (ii) if a Downgrade Event has
occurred, assigned to the Trustee for the benefit of the Holders of the
Washington Mutual Bank, FA Mortgage-Backed Certificates, Series 1999-WM2. No
substitution will be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to Replacement Mortgage Loans in
the month of substitution shall not be part of the Trust Fund and will be
remitted by the Servicer to the Seller on the next succeeding Distribution Date.
For the month of substitution, distributions to Certificateholders will include
the Monthly Payment due on such Deleted Mortgage Loan for such month and
thereafter the Seller or Servicer, as the case may be, shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan.
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Upon such substitution, the Servicer shall amend or cause to be
amended the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Replacement Mortgage Loan or Loans and
shall deliver such amended Mortgage Loan Schedule to the Depositor, the Seller
and the Trustee. Upon such substitution, the Replacement Mortgage Loan or Loans
shall be subject to the terms of this Agreement in all respects and the Seller
shall be deemed to have made, as of the date of substitution, with respect to
the Replacement Mortgage Loan or Loans, the representations and warranties
pertaining to the Mortgage Loans contained in Section 2.04 hereof. Upon receipt
of the Trustee Mortgage File pertaining to any Replacement Mortgage Loans, the
Trustee shall release, or cause to be released, the Trustee Mortgage File held
for the benefit of the Certificateholders relating to such Deleted Mortgage Loan
to the Seller or Servicer as applicable and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest title (to the extent that such title was transferred to the
Trustee) in the Seller or Servicer as applicable, or its designee, to any
Deleted Mortgage Loan substituted for pursuant to this Section 2.04.
In any month in which the Seller or Servicer substitutes one or more
Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer
will determine the amount (if any) by which the aggregate Principal Balance of
all such Replacement Mortgage Loans as of the date of substitution is less than
the aggregate Principal Balance of all such Deleted Mortgage Loans (in each case
after application of scheduled principal portion of the monthly payments
received in the month of substitution). The amount of such shortage shall be
deposited into the Custodial Account by the Seller or Servicer in the month of
substitution pursuant to Section 3.07, without any reimbursement thereof. The
Servicer shall give notice in writing to the Trustee of such event, which notice
shall be accompanied by a Certificate of a Servicing Officer as to the
calculation of such shortage.
In the event that the Seller or Servicer shall have repurchased a
Mortgage Loan, upon receipt by the Trustee of written notification of the
deposit of the Purchase Price, the Trustee shall release, or cause to be
released, the related Trustee Mortgage File held for the benefit of the
Certificateholders to the Seller or Servicer as applicable and the Trustee shall
execute and deliver the related instruments of transfer or assignment, in each
case without recourse, as shall be necessary to transfer title (to the extent
that such title was transferred to the Trustee) from the Trustee for the benefit
of the Certificateholders and vest title in the Seller or Servicer, or the
designee thereof, as the case may be, to any Mortgage Loan purchased pursuant to
this Section 2.04. It is understood and agreed that the obligation under this
Agreement of any Person to repurchase or substitute any Mortgage Loan as to
which such breach has occurred and is continuing shall constitute the sole and
exclusive remedy respecting such breach available to Certificateholders or the
Trustee on their behalf.
SECTION 2.05 Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans
together with the assignment to it of all other assets included in the Trust
Fund, receipt of which is hereby acknowledged. Concurrently with such assignment
and delivery, the Trustee, pursuant to the written request of the Depositor
executed by an officer of the Depositor, has executed (i) the Class A, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 Class B-3 and Class R-2
Certificates and caused them to be authenticated and delivered to or upon the
order of the Depositor in authorized denominations which evidence ownership of
the Trust Fund II and (ii) the R-1 Certificates and caused them to be
authenticated and delivered to or upon the order of the Depositor in authorized
denominations which evidence ownership of the Trust Fund I. The rights of the
Holders of such Certificates to receive distributions from the Trust REMIC II
and all ownership interests of the Holders of the Class A, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 Class B-3 and Class R-2 Certificates in such
distributions (along with the rights of the Holders of the Class Y and Class Z
interests and the Class R-1 Certificates to receive
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distributions from the Trust REMIC I and all ownership interests of such
Holders) shall be as set forth in this Agreement.
SECTION 2.06 REMIC Provisions.
(a) The Depositor hereby elects and authorizes the Trustee to treat
each Trust REMIC as a real estate mortgage investment conduit under the Code
and, if necessary, under applicable state law. The Trustee shall make such
election on Form 1066 or other appropriate federal tax or information return
(including Form 8811) or any appropriate state return (x) for the taxable year
ending on the last day of the calendar year in which the Certificates are issued
and (y) by an attachment making such election and stating that such election is
being made as a protective matter, for the taxable year ending on the last day
of the calendar year in which all or a portion of the Certificates are first
sold by Washington Mutual to any party other than an affiliate. The Delivery
Date is hereby designated as the "startup day" (the "Startup Day") of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code for purposes of the
election made under clause (x) of the preceding sentence and the date of the
first sale of Certificates by Washington Mutual to any party other than an
affiliate is hereby designated as the "startup day" for purposes of the
protective election to be made pursuant to clause (y) of the preceding sentence.
The "regular interests" (within the meaning of Section 860G of the Code) in the
Trust REMIC I shall consist of the Class Y and Class Z interests and the
"residual interest" in the Trust REMIC I shall consist of the Class R-1
Certificates. The "regular interests" (within the meaning of Section 860G of the
Code) in the Trust REMIC II shall consist of the Class A, Class M and Class B
Certificates and the "residual interest" in the Trust REMIC II shall consist of
the Class R-2 Certificates. The Depositor and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the Code) in
the Trust REMIC I other than the Class Y and Class Z interests and the Class R-1
Certificates. The Depositor and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in the Trust REMIC
II other than the Class A, Class M, Class B and Class R-2 Certificates.
(b) The Seller, on behalf of the Holders of the Class R-1
Certificates, shall act as agent for the Class R-1 Certificateholder as the "tax
matters person" (within the meaning of the REMIC Provisions) for the Trust REMIC
I in the manner provided under Treasury regulations section 1.860F-4(d) and
temporary Treasury regulations section 301.6231(a)(7)-1T. The Seller, on behalf
of the Holders of the Class R-2 Certificates, shall act as agent for the Class
R-2 Certificateholder as the "tax matters person" (within the meaning of the
REMIC Provisions) for the Trust REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. By its acceptance of a Class R Certificate, each Holder
thereof shall have agreed to such appointment and shall have consented to the
appointment of the Trustee as its agent to act on behalf of the applicable Trust
REMIC pursuant to the specific duties outlined herein.
(c) A Holder of either Class of the Class R Certificates, by the
purchase of such Certificates, shall be deemed to have agreed to timely pay,
upon demand by the Trustee, the amount of any minimum California state franchise
taxes due with respect to the Trust REMICs under Sections 23151(a) and 23153(a)
of the California Revenue and Taxation Code. Notwithstanding the foregoing, the
Trustee shall be authorized to retain the amount of such tax from amounts
otherwise distributable to such Holder in the event such Holder does not
promptly pay such amount upon demand by the Trustee. In the event that any other
federal, state or local tax is imposed, including without limitation taxes
imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of
the Code, such tax shall be charged against amounts otherwise available for
distribution to the applicable Holder of a Class R-1 and Class R-2 Certificate
and then against amounts otherwise available for distribution to the Holders of
Regular Certificates in accordance with the provisions set forth in Sections
4.02 and 4.03, respectively. The Trustee shall promptly deposit in the
Certificate Account any
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amount of "prohibited transaction" tax that results from a breach of the
Trustee's duties under this Agreement. The Servicer shall promptly deposit in
the Certificate Account any amount of "prohibited transaction" tax that results
from a breach of the Servicer's duties under this Agreement.
(d) The Trustee shall act as attorney-in-fact and as agent on behalf
of the tax matters person of each Trust REMIC and in such capacity the Trustee
shall: (i) prepare, sign and file, or cause to be prepared, signed and filed,
federal and state tax returns using a calendar year as the taxable year for each
Trust REMIC when and as required by the REMIC Provisions and other applicable
federal income tax laws as the direct representative of each Trust REMIC in
compliance with the Code and shall provide copies of such returns as required by
the Code; (ii) make an election, on behalf of each Trust REMIC, to be treated as
a REMIC on the federal tax return of each Trust REMIC for its first taxable
year, in accordance with the REMIC Provisions; and (iii) prepare and forward, or
cause to be prepared and forwarded, to the Certificateholders and to any
governmental taxing authority all information reports as and when required to be
provided to them in accordance with the REMIC Provisions and the Code. The
expenses of preparing and filing such returns shall be borne by the Trustee. The
Depositor and Servicer shall provide on a prompt and timely basis to the Trustee
or its designee such information with respect to each Trust REMIC as is in their
possession and reasonably required or requested by the Trustee to enable it to
perform its obligations under this subsection.
In its capacity as attorney-in-fact and as agent on behalf of the
tax matters person, the Trustee shall also: (A) act on behalf of each Trust
REMIC in relation to any tax matter or controversy involving the Trust Fund, (B)
represent the Trust Funds in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto and (C) cause to be paid solely from the sources provided herein the
amount of any taxes imposed on each Trust REMIC when and as the same shall be
due and payable (but such obligation shall not prevent the Trustee or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Trustee from withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings). The expense of any such
representation shall be borne by the Holders of the Class R Certificates unless
such expense is caused by a breach of the Trustee's duties or the Servicer's
duties hereunder, in which case such expenses shall be borne by the Trustee or
the Servicer, as the case may be.
(e) The Trustee shall provide (i) to any transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
permitted transferee, (ii) to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports relating
to interest, original issue discount and market discount or premium and (iii) to
the Internal Revenue Service the name, title, address and telephone number of
the person who will serve as the representative of each Trust REMIC.
(f) The Trustee, the Depositor and the Holder of the Class R
Certificates shall take any action or cause the Trust Fund to take any action
necessary to create or maintain the status of the Trust REMICs as REMICs under
the REMIC Provisions and shall assist each other as necessary to create or
maintain such status. Neither the Trustee nor the Holder of the Class R
Certificates shall take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause the Trust Fund to take) any action that, under
the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the Trust REMICs as REMICs or (ii) result in the
imposition of a tax upon the Trust REMICs (including, but not limited to, the
tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax
on prohibited contributions set forth in Section 860G(d) of the Code) (either
such event, an "Adverse REMIC Event") unless the Trustee has received an Opinion
of Counsel (at the expense of the party seeking to take such action) to the
effect that the contemplated action will not endanger such status or result in
the imposition of such a tax.
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The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Servicer or Depositor has advised it
in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition, prior
to taking any action with respect to either Trust REMIC or its respective
assets, or causing either Trust REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee will consult with the
Servicer and Depositor or their designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to either
Trust REMIC, and the Trustee shall not take any such action or cause either
Trust REMIC to take any such action as to which the Servicer or Depositor has
advised it in writing that an Adverse REMIC Event could occur.
In addition, prior to taking any action with respect to either Trust
REMIC or the assets therein, or causing either Trust REMIC to take any action,
which is not expressly permitted under the terms of this Agreement, the Holders
of the Class R Certificates will consult with the Trustee or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to either Trust REMIC, and no such Person shall take any
action or cause the Trust Fund to take any such action as to which the Trustee
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take action not permitted by this Agreement.
At all times as may be required by the Code, the Servicer will to
the extent within its control and the scope of its duties more specifically set
forth herein, maintain substantially all of the assets of each Trust REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of either Trust REMIC, as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of either Trust REMIC, as
defined in Section 860G(c) of the Code, on any contributions to either Trust
REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or
any other tax is imposed by the Code or any applicable provisions of state or
local tax laws, such tax shall be charged (i) to the Servicer, if such tax
arises out of or results from a breach by the Servicer of any of its obligations
under this Agreement or if the Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article II, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.09 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Interest Distribution Amount on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Servicer shall, for federal income tax
purposes, maintain books and records with respect to each Trust REMIC on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to either Trust REMIC (other than a
Replacement Mortgage Loan subject to the terms and conditions herein) unless the
Servicer and the Trustee shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the effect that the
inclusion of such assets in the Trust REMICs will not cause either Trust REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding,
or subject either Trust REMIC to any tax under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.
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(j) Neither the Servicer nor the Trustee shall enter into any
arrangement by which either Trust REMIC will receive a fee or other compensation
for services nor permit either Trust REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Within 30 days after the Delivery Date, the Trustee shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each Trust REMIC.
(l) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust REMICs, (iii) the
termination of the Trust REMICs pursuant to Article X of this Agreement or (iv)
a purchase of Mortgage Loans pursuant to Article II or III of this Agreement)
nor acquire any assets for the Trust REMICs, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to the Trust REMICs after the Closing Date (a) unless
it has received an Opinion of Counsel that such sale, disposition, substitution
or acquisition will not affect adversely the status of each Trust REMIC as a
REMIC or (b) unless the Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax.
(m) In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided to the
Trustee, within ten days after the Delivery Date, all information or data that
the Trustee 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 the Certificates and
the Mortgage Loans and the Trustee shall be entitled to rely upon any and all
such information and data in the performance of its duties set forth herein.
Thereafter, the Servicer shall provide, promptly upon request therefor, any such
additional information or data that the Trustee may from time to time reasonably
request in order to enable the Trustee to perform its duties as set forth herein
and the Trustee shall be entitled to rely upon any and all such information and
data in the performance of its duties set forth herein. The Depositor shall
indemnify the Trustee and hold it harmless for any loss, liability, damage,
claim or expense of the Trustee arising from any failure of the Depositor to
provide, or to cause to be provided, accurate information or data to the Trustee
on a timely basis. The Servicer shall indemnify the Trustee and hold it harmless
for any loss, liability, damage, claim or expense of the Trustee arising from
any failure of the Servicer to provide, or to cause to be provided, accurate
information or data to the Trustee on a timely basis. The indemnification
provisions hereunder shall survive the termination of this Agreement and shall
extend to any co-trustee appointed pursuant to this Agreement.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01 Servicing Standard.
For and on behalf of the Trustee and the Certificateholders, the
Servicer shall service and administer the Mortgage Loans in accordance with
prudent mortgage loan servicing standards and procedures generally accepted in
the mortgage banking industry and generally in a manner consistent with Fannie
Mae guidelines except as otherwise expressly provided in this Agreement. In
connection with such servicing and administration, the Servicer shall have full
power and authority, acting alone and/or
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through any Sub-Servicer as provided in Section 3.02 hereof, to do or cause to
be done any and all things that it may deem necessary or desirable in connection
with such servicing and administration, including but not limited to, the power
and authority, subject to the terms hereof (a) to execute and deliver, on behalf
of the Certificateholders and the Trustee, customary consents or waivers and
other instruments and documents (including, without limitation, estoppel
certificates), (b) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages (but only in the manner
provided in this Agreement), (c) to collect any Insurance Proceeds and
Liquidation Proceeds, (d) to consent to any subordinate financings to be secured
by any Mortgaged Property to the extent that such consent is required pursuant
to the terms of the related Mortgage, (e) to consent to the application of any
proceeds of insurance policies or condemnation awards to the restoration of the
applicable Mortgaged Property or otherwise, and (f) subject to the provisions of
Section 3.07 and 3.13, to effectuate foreclosure or other conversion of the
ownership of the Mortgage Property securing any Mortgage Loan; provided,
however, that the Servicer shall take no action that is materially inconsistent
with or materially prejudices the interest of the Trustee or the
Certificateholders in any Mortgage Loan or the rights and interest of the
Depositor, the Trustee and the Certificateholders under the terms of this
Agreement unless such action is specifically called for by the terms hereof.
Without limiting the generality of the foregoing, but subject to the
terms hereof, the Servicer, in its own name or in the name of the Trustee, is
hereby authorized and empowered by the Depositor and the Trustee, when the
Servicer believes it appropriate in its best judgment, to execute and deliver,
on behalf of the Trustee, the Certificateholders or any of them, any and all
instruments of modification, satisfaction, cancellation or assignment, or of
partial or full release or discharge and all other comparable instruments, with
respect to the Mortgage Loans, and with respect to the Mortgaged Properties held
for the benefit of the Certificateholders. The Servicer shall promptly notify
the Trustee of any such execution and delivery. The Trustee for the benefit of
the Certificateholders shall furnish the Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans.
Notwithstanding anything in this Agreement to the contrary, the
Servicer shall not (unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, imminent)
permit any modification with respect to any Mortgage Loan (i) that would change
the Net Mortgage Rate or, reduce or increase the principal balance (except for
reductions resulting from actual payments of principal) or (ii) that would both
constitute a sale or exchange of such Mortgage Loan within the meaning of
Section 1001 of the Code (including any proposed, temporary or final regulations
promulgated thereunder) (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is a Principal Prepayment made (or treated
as made) by the Mortgagor of the entire principal balance of a Mortgage Loan)
and cause either Trust REMIC to fail to qualify as a REMIC under the Code.
SECTION 3.02 Enforcement of the Obligations of Sub-Servicers.
(a) For purposes of this Agreement, the Servicer shall be deemed to
have received the payments on the Mortgage Loans referred to in Sections 3.07
and 3.08 hereof when the related Sub-Servicer, if any, has received such
payments and shall remain obligated to deposit such payments in accordance with
Sections 3.07 and 3.08 hereof, regardless of whether such payments are remitted
by the Sub-Servicer to the Servicer. The Servicer and the related Sub-Servicer
may enter into amendments to any applicable Sub-Servicing Agreement; provided,
however, that any such amendments shall be consistent with and shall not violate
the provisions of this Agreement.
(b) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Depositor, the Trustee and the Certificateholders, shall
supervise, administer, monitor and oversee the
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servicing of the Mortgage Loans that are not serviced by it directly, and shall
enforce the obligations of each Sub-Servicer, if any, under the related
Sub-Servicing Agreement. Such enforcement shall include, without limitation, the
legal prosecution of claims, termination of Sub-Servicing Agreements, as
appropriate, and the pursuit of other appropriate remedies, and shall be in such
form and carried out to such an extent and at such time as the Servicer, in its
good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own
expense, but shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement only to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed. The Servicer shall not waive any event of
default by a Sub-Servicer under a Sub-Servicing Agreement which is a failure to
remit any payment required to be made by such Sub-Servicer that would result in
an Event of Default under this Agreement.
(c) During the term of this Agreement, the Servicer shall consult
fully with each of the Sub-Servicers as may be necessary from time to time to
perform and carry out the Servicer's obligations hereunder and receive, review
and evaluate all reports, information and other data that are provided to the
Servicer by each Sub-Servicer and otherwise exercise reasonable efforts to cause
each Sub-Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by it under its Sub-Servicing Agreement.
SECTION 3.03 Termination of the Rights of Sub-Servicers.
If the Servicer terminates the rights of a Sub-Servicer under any
Sub-Servicing Agreement, the Servicer shall service the Mortgage Loans directly
pursuant to and in accordance with the terms of this Agreement, or at the
Servicer's election, enter into a substitute servicing agreement with another
mortgage loan servicing company reasonably acceptable to the Servicer under
which such mortgage loan servicing company 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 the
terminated Sub-Servicer, regardless of whether such liabilities, duties,
responsibilities or obligations shall have accrued before or after the
termination of the rights of such Sub-Servicer; provided, however, that any such
substitute servicer and any such substitute servicing shall satisfy the
requirements of Sections 3.01 and 3.02. If the Servicer does not elect to enter
into a substitute servicing agreement with a successor servicer, the Servicer
shall nevertheless service the Mortgage Loans directly pursuant to and in
accordance with the terms of this Agreement, until a substitute Sub-Servicer has
been appointed and designated and a substitute servicing agreement has been
entered into by the Servicer and such substitute Sub-Servicer.
SECTION 3.04 Liability of the Servicer.
Notwithstanding the provisions of any Sub-Servicing Agreement, any
of the provisions of this Agreement relating to agreements or arrangements
between the Servicer or a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the servicing and
administering of the Mortgage Loans included in the Trust Fund in accordance
with (and subject to the limitations contained within) the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub-Servicer for indemnification of the Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
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SECTION 3.05 Rights of the Depositor and the Trustee in Respect of the
Servicer.
The Servicer shall afford the Depositor and the Trustee, without
charge but only upon reasonable notice and during normal business hours, access
to all records and documentation in the Servicer's possession regarding the
Mortgage Loans and to all accounts, insurance policies and other matters in the
Servicer's possession relating to this Agreement and access to officers of the
Servicer responsible for its obligations hereunder. The Depositor may, but is
not obligated to, enforce the obligations of the Servicer hereunder. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Servicer and is not obligated to supervise the performance
of the Servicer hereunder or otherwise.
SECTION 3.06 Trustee to Act as Servicer.
In the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including by reason of an Event of Default), the Trustee
shall thereupon assume all of the rights and obligations of the Servicer
hereunder arising thereafter (except that the Trustee shall not be liable for
losses in connection with Eligible Investments required to be paid by the
Servicer pursuant to Section 3.07 or 4.01 hereof, obligated to make Monthly
Advances if prohibited by applicable law, nor to effectuate repurchases or
substitutions of Mortgage Loans hereunder as substitute Servicer, including
pursuant to Section 2.04 hereof and except that the Trustee makes no
representations and warranties hereunder, including pursuant to Section 2.04
hereof). If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee (or any other
successor servicer) shall succeed to any rights and obligations of the Servicer
under any Sub-Servicing Agreement and shall be deemed to have assumed the
Servicer's interest therein; provided, however, that the Servicer shall not
thereby be relieved of any liability or obligations under this Agreement, any
Sub-Servicing or substitute servicing agreement arising prior to the date of
such succession.
The Servicer shall, upon request of the Trustee, but at the expense
of the Servicer, deliver to the assuming party all documents and records
relating to the Mortgage Loans then being serviced thereunder and an accounting
of amounts collected and held by it and otherwise use its best efforts to effect
the orderly and efficient transfer of servicing to the assuming party.
SECTION 3.07 Collection of Mortgage Loan Payments.
The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans and shall, to
the extent such procedures shall be consistent with this Agreement, follow such
collection procedures as it follows with respect to mortgage loans comparable to
the Mortgage Loans held in its own portfolio and serviced by the Servicer.
Consistent with the foregoing, the Servicer may in its discretion (a) waive any
late payment charge or any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan and (b) subject to Section 3.01, only
upon determining that the coverage of such Mortgage Loan by any related Primary
Mortgage Insurance Policy will not be affected, extend the due dates for
payments due on a Mortgage Note for a period not greater than 365 days, but in
no event beyond the maturity date of any Mortgage Loan. In the event of any such
arrangement described in clause (b) of the preceding sentence, the Servicer
shall continue to make timely Monthly Advances on the related Mortgage Loan,
pursuant to and in accordance with Section 5.01 of this Agreement (but subject
to any limitations contained therein), during the scheduled period in accordance
with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangements.
The Servicer shall establish and maintain, in its name on behalf of
the Certificateholders, the Custodial Account. The Servicer shall deposit into
the Custodial Account within two Business Days
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of receipt by the Servicer, or receipt from the Sub-Servicers except as
otherwise specifically provided herein, the following payments and collections
received or made by it subsequent to the Cut-off Date (other than in respect of
principal of and interest and any other payments on the Mortgage Loans due on or
before the Cut-off Date):
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans
less the Servicing Fee;
(iii) all Insurance Proceeds and Liquidation Proceeds, other
than proceeds to be applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the Servicer's
normal servicing procedures, net of Liquidation Expenses, unpaid servicing
compensation and unreimbursed Monthly Advances;
(iv) any amount of any losses required to be deposited by the
Servicer pursuant to the second succeeding paragraph of this Section 3.07
in connection with any losses on Eligible Investments;
(v) any amounts required to be deposited by the Servicer
pursuant to Section 3.11 hereof;
(vi) all proceeds of any purchase by the Seller or the
Servicer, as the case may be, of any Mortgage Loans or property acquired
in respect of the Mortgage Loans pursuant to Sections 2.01, 2.02, 2.03,
2.04, 3.12 or 10.01 hereof and all amounts required to be deposited in
connection with the substitution of Replacement Mortgage Loans pursuant to
Sections 2.01, 2.02, 2.03, 2.04 or 3.12 hereof; and
(vii) any other amounts required to be deposited in the
Custodial Account pursuant to this Agreement including, without
limitation, the amounts required to be deposited therein pursuant to
Section 3.13 hereof.
The foregoing requirements for remittance by the Servicer shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, the Servicing Fee, payments in the nature of prepayment
penalties, fees or premiums, late payment charges and assumption fees and any
excess interest charges payable by the Mortgagor by virtue of any default or
other non-compliance by the Mortgagor with the terms of the Mortgage or any
other instrument or document executed in connection therewith or otherwise, if
collected, need not be remitted or deposited into the Custodial Account by the
Servicer. In the event that the Servicer shall remit or deposit any amount not
required to be remitted or deposited and not otherwise subject to withdrawal
pursuant to Section 3.09 hereof, it may at any time withdraw such amount from
the Custodial Account on the following Distribution Date, any provision herein
to the contrary notwithstanding. Such direction may be accomplished by
delivering a Certificate of a Servicing Officer to the Trustee which describes
the amounts deposited in error in the Custodial Account. All funds deposited in
the Custodial Account shall be held by the Servicer in trust for the
Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 3.09. In no event shall the Trustee incur
liability for withdrawals from the Custodial Account at the direction of the
Servicer.
Any investments of amounts on deposit in the Custodial Account shall
be made by the Servicer in Eligible Investments, which shall mature not later
than the second Business Day preceding the
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Distribution Date following the date of such investment (except that if such
Eligible Investment is an obligation of the institution that maintains the
Custodial Account, then such Eligible Investment shall mature not later than
such Distribution Date). All such Eligible Investments shall be made in the name
of the Trustee for the benefit of the Certificateholders. All income and gain
net of any losses realized from any such investment shall be for the benefit of
the Servicer and shall be subject to withdrawal at its direction from time to
time. The amount of any losses net of any gains incurred by the Servicer in
respect of any such investments shall be remitted to the Trustee or deposited in
the Custodial Account out of the Servicer's own funds promptly following the
date the same are realized.
The Servicer shall promptly give notice to the Trustee, the Rating
Agencies and the Depositor of the location of the Custodial Account and of any
change thereof.
SECTION 3.08 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.
In addition to the Custodial Account, the Servicer shall establish
and maintain one or more custodial accounts (each, an "Escrow Account") and
deposit and retain therein all collections from the Mortgagors (or advances by
the Servicer) for the payment of taxes, assessments and hazard insurance
premiums or comparable items for the account of the Mortgagors. Escrow Accounts
shall be Eligible Accounts. All costs incurred by the Servicer or by the related
Sub-Servicer in effecting the timely payments of taxes and assessments on the
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the Certificateholders, be added to the
Principal Balance under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loans so permit.
Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums or Primary Mortgage Insurance Policy premiums, condominium or PUD
association dues, or comparable items, to reimburse the Servicer pursuant to
Sections 3.10 hereof (with respect to the Primary Mortgage Insurance Policy) and
3.08 hereof (with respect to taxes and assessments) and 3.11 hereof (with
respect to hazard insurance), to refund to any Mortgagors any sums as may be
determined to be overages, to pay interest, if required, to Mortgagors on
balances in the Escrow Account or to clear and terminate the Escrow Account at
the termination of this Agreement in accordance with Section 10.01 hereof. As
part of its servicing duties, the Servicer shall, and the Sub-Servicers shall,
pursuant to any Sub-Servicing Agreement, be required to, pay to the Mortgagors
interest on funds in the Escrow Account, to the extent required by law.
The Servicer shall, with respect to each Mortgage Loan, to the
extent any related Sub-Servicer does not do so, advance the payments referred to
in the preceding paragraph that are not timely paid by the Mortgagors; provided,
however, that the Servicer shall be required to so advance only to the extent
that such advances, in the good faith judgment of the Servicer, will be
recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds or
otherwise out of the related Mortgage Loan; and provided further, that such
payments shall be advanced when the tax, premium or other cost for which such
payment is intended is due.
SECTION 3.09 Permitted Withdrawals from the Custodial Account.
The Servicer may (and, with respect to clauses (e) and (g) below,
shall), from time to time, direct the Trustee to make, and the Trustee shall
make, to the extent required or authorized hereunder, withdrawals from the
Custodial Account for the following purposes:
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(a) to pay to the Servicer from funds on deposit in the Custodial
Account earnings on or investment income with respect to funds in the Custodial
Account less losses referred to in Section 3.07(iv);
(b) to reimburse the Servicer for advances made pursuant to Sections
3.01, 3.08, 3.10, 3.11, 3.13, 5.01 and 5.02 hereof, such right of reimbursement
pursuant to this subclause (b) being limited to amounts received in respect of
the particular Mortgage Loan (including, for this purpose, Insurance Proceeds,
Liquidation Proceeds, amounts representing proceeds of other insurance policies,
if any, covering the related Mortgaged Property, rental and other income from
REO Property and proceeds of any purchase or repurchase of the related Mortgage
Loan);
(c) to reimburse the Servicer for any Nonrecoverable Advances made
in respect of any Mortgage Loan;
(d) to reimburse the Servicer from Liquidation Proceeds for
Liquidation Expenses and, to the extent that Liquidation Proceeds after such
reimbursement are in excess of the Principal Balance of the related Mortgage
Loan together with accrued and unpaid interest thereon at a rate equal to the
Net Mortgage Rate, to pay out of such excess the amount of any unpaid servicing
compensation to the Servicer with respect to any Mortgage Loan, which may
include any unpaid servicing compensation to a Sub-Servicer (for disbursement in
accordance with Section 3.16 hereof);
(e) to pay to the Seller or the Servicer, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof that has
been purchased pursuant to Sections 2.01, 2.02, 2.04 or 3.12 hereof all amounts
received thereon and not taken into account in determining the Purchase Price of
such repurchased Mortgage Loan;
(f) to reimburse the Servicer or the Depositor for expenses incurred
by and reimbursable to the Servicer or the Depositor pursuant to Section 7.03
hereof;
(g) to withdraw any amount deposited in the Custodial Account
pursuant to Section 3.07 and not required to be deposited therein; and
(h) to clear and terminate the Custodial Account upon termination of
this Agreement pursuant to Section 10.01 hereof.
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such subclauses (b), (c), (d)
and (e).
On or prior to the Business Day preceding each Distribution Date
after payment of items (a) through (h) above, the Servicer shall withdraw from
the Custodial Account and remit to the Trustee, in immediately available funds,
and the Trustee, upon receipt thereof, shall deposit in the Certificate Account,
an amount equal to the Available Distribution Amount for such Distribution Date.
SECTION 3.10 Maintenance of Primary Mortgage Insurance Policies;
Collections Thereunder.
The Servicer shall not take, or permit any Sub-Servicer to take, any
action that would result in loss of coverage under any applicable Primary
Mortgage Insurance Policy for any loss which, but for the actions of the
Servicer or Sub-Servicer, would have been covered thereunder.
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The Servicer shall keep in full force and effect each Primary
Mortgage Insurance Policy applicable to a Mortgage Loan being serviced by it
until the principal balance of the related Mortgage Loan, in the case of a
Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%, is
reduced to (a) 80% or less of the Appraised Value or (b) 80% or less of its
current value based on a new appraisal. The Servicer agrees to pay to the extent
the related Mortgagor does not do so, the premiums for each Primary Mortgage
Insurance Policy on a timely basis and shall use its best reasonable efforts to
cause itself or the Sub-Servicer to be named as loss payee, provided, however,
that the Servicer shall be required to pay such premiums only to the extent that
such advances, in the good faith judgment of the Servicer, will be recoverable
by the Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise out
of the related Mortgage Loan. In the event that the insurer under any Primary
Mortgage Insurance Policy shall cease to be qualified to transact a mortgage
guaranty insurance business under the laws of the state of its organization or
any other state that has jurisdiction over such insurer (or if such insurer's
claims-paying ability shall adversely affect the rating on the Class A
Certificates) or such Primary Mortgage Insurance Policy is cancelled or
terminated for any reason, the Servicer shall exercise its best reasonable
efforts to obtain, or to cause the related Sub-Servicer to obtain, from another
Qualified Insurer, a replacement policy comparable to such Primary Mortgage
Insurance Policy at the expense of the Mortgagor. The Servicer shall not consent
to the cancellation or refusal to renew any such Primary Mortgage Insurance
Policy applicable to any Mortgage Loan, which is in effect at the date of the
initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Mortgage Insurance Policy for such
cancelled or non-renewed policy is maintained with an insurer with a rating not
lower than the insurer issuing the Primary Mortgage Insurance Policy in effect
at the date of the initial issuance of the Certificates or whose claims-paying
will not adversely affect the rating on the Certificates or unless any such
cancellation or refusal, or consent thereto, will not adversely affect the
rating on the Certificates. In connection with any assumption and modification
agreement entered into by the Servicer or a Sub-Servicer pursuant to Section
3.12, the Servicer shall obtain a replacement Primary Mortgage Insurance Policy,
as provided above.
In connection with its activities as administrator and servicer of
the Mortgage Loans, the Servicer agrees to present, on behalf of itself, the
Trustee for the benefit of the Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 3.07 hereof, any amounts collected by the Servicer under any Primary
Mortgage Insurance Policy shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.09 hereof.
SECTION 3.11 Maintenance of Hazard Insurance and Other Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan,
hazard insurance with extended coverage in an amount that is at least equal to
the maximum insurable value of improvements securing such Mortgage Loan or its
Principal Balance, whichever is less.
Each policy of standard hazard insurance shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause complying in
all material respects in form and substance to applicable Fannie Mae guidelines.
The Servicer shall cause to be maintained on property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, liability insurance and, to
the extent described below, flood insurance. Pursuant to Section 3.07 hereof,
any amounts collected by the Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the terms of the applicable Mortgage or the Servicer's normal
servicing procedures) shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.09 hereof.
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Any cost incurred by the Servicer or the related Sub-Servicer in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Trustee for their
benefit, be added to the Principal Balance of the Mortgage Loan, notwithstanding
that the terms of the Mortgage Loan so permit. Such costs shall be recoverable
by the Servicer out of payments by the related Mortgagor or out of Insurance
Proceeds or Liquidation Proceeds to the extent permitted by Section 3.09 hereof.
If the Mortgaged Property is located at the time of origination of the Mortgage
Loan in a federally designated special flood hazard area, the Servicer shall
cause flood insurance to be maintained. Such flood insurance shall be in an
amount equal to the lesser of (i) the unpaid Principal Balance of the related
Mortgage Loan or (ii) the maximum amount of such insurance available for the
related Mortgaged Property under the national flood insurance program, if the
area in which such Mortgaged Property is located is participating in such
program. Notwithstanding anything in this paragraph to the contrary, the
Servicer shall be required to pay the costs of maintain any insurance
contemplated by this Section 3.11 only to the extent that such advances, in the
good faith judgment of the Servicer, will be recoverable by the Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise out of the related
Mortgage Loan.
In the event that the Servicer shall obtain and maintain a blanket
policy insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.11, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers, and
provided that the provider of such blanket policy is rated by A.M. Best Company
A:V or higher and the claims-paying ability of such provider is rated in one of
the three highest rating categories by at least one nationally recognized
statistical rating organization. If such policy contains a deductible clause,
the Servicer shall, to the extent that there shall not have been maintained on
the related Mortgaged Property a policy complying with the first sentence of
this Section 3.11 and there shall have been a loss that would have been covered
by such policy, remit to the Trustee for deposit in the Custodial Account the
amount not otherwise payable under the blanket policy because of such deductible
clause, accompanied by a certificate of a Servicing Officer describing the
calculation of such amount. In connection with its activities as administrator
and servicer of the Mortgage Loans, the Servicer agrees to present, on behalf of
itself, the Depositor, the Trustee or its agent for the benefit of the
Certificateholders, claims under any such blanket policy.
SECTION 3.12 Enforcement of Due-On-Sale Clauses; Assumption Agreements.
(a) Except as otherwise provided in this Section 3.12(a), when any
property subject to a Mortgage has been conveyed by the Mortgagor, the Servicer
shall, to the extent that it has knowledge of such conveyance, enforce any
due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but only to the
extent that such enforcement will not adversely affect or jeopardize coverage
under any Required Insurance Policy. In the event that the Servicer or the
related Sub-Servicer is prohibited by law from enforcing any such due-on-sale
clause, or if coverage under any Required Insurance Policy would be adversely
affected, the Servicer is authorized, subject to Section 3.12(b), to take or
enter into an assumption and modification agreement from or with the person to
whom such property has been or is about to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law, the Mortgagor remains liable thereon, provided that the
Mortgage Loan shall continue to be covered (if so covered before the Servicer
enters such agreement) by the applicable Required Insurance Policies. The
Servicer, subject to Section 3.12(b), is also authorized with the prior approval
of the insurers under any Required Insurance Policies to enter into a
substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted as
Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Servicer shall not be
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deemed to be in default under this Section 3.12(a) by reason of any transfer or
assumption which the Servicer is restricted by law from preventing, for any
reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.12(a) hereof, in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, if an
assumption is permitted under Section 3.12(a) and such Person is to enter into
an assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage held for the benefit of the Certificateholders that requires
the signature of the Trustee, or if an instrument of release signed by the
Trustee is required releasing the Mortgagor from liability on the Mortgage Loan,
the Servicer shall deliver or cause to be delivered to the Trustee for signature
the assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such modification agreement or supplement to the Mortgage Note or
Mortgage or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged Property
to such Person. The Servicer shall also deliver or cause to be delivered to the
Trustee with the foregoing documents a letter explaining the nature of such
documents and the reason or reasons why the Trustee's signature is required.
With such letter, the Servicer shall deliver to the Trustee a
certificate of a Servicing Officer certifying that: (i) a Servicing Officer has
examined and approved such documents as to form and substance, (ii) the
Trustee's execution and delivery thereof will not conflict with or violate any
terms of this Agreement or cause the unpaid balance and interest on the Mortgage
Loan to be uncollectible in whole or in part, (iii) any required consents of
insurers under any Required Insurance Policies have been obtained and (iv)
subsequent to the closing of the transaction involving the assumption or
transfer (A) the Mortgage Loan will continue to be secured by a first mortgage
lien pursuant to the terms of the Mortgage, (B) such transaction will not
adversely affect the coverage under any Required Insurance Policies, (C) the
Mortgage Loan will fully amortize over the remaining term thereof or, if the
Mortgage Loan provided that the amortization period on which the Monthly
Payments were based was a longer period, such period has not been extended, (D)
the interest rate on the Mortgage Loan will not be altered nor will the term of
the Mortgage Loan be increased as a result of such assumption or transfer and
(E) if the seller/transferor of the Mortgaged Property is to be released from
liability on the Mortgage Loan, the Servicer used the same underwriting
standards in evaluating the creditworthiness of the purchaser/transferee as were
used in making the original Mortgage Loan, and such release will not (based on
the Servicer's good faith determination) adversely affect the collectibility of
the Mortgage Loan. Upon receipt of such certificate, the Trustee for the benefit
of the Certificateholders shall execute any necessary instruments for such
assumption or substitution of liability. Upon the closing of the transactions
contemplated by such documents, the Servicer shall cause the originals of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or its agent for
the benefit of the Certificateholders and deposited with the Trustee Mortgage
File for such Mortgage Loan. Any fee collected by the Servicer for entering into
an assumption or substitution of liability agreement will be retained by the
Servicer as additional servicing compensation.
In the event that the Servicer, in connection with any such
assumption or modification agreement or supplement to the Mortgage Note, is
unable to deliver the certificate of the Servicing Officer set forth above, the
Servicer shall purchase, or cause the related Sub-Servicer to purchase the
related Mortgage Loan in the manner, and at the Purchase Price, set forth in
Section 2.04 hereof.
SECTION 3.13 Realization Upon Defaulted Mortgage Loans.
The Servicer shall foreclose upon or otherwise comparably convert
the ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which, in the reasonable judgment of the Servicer,
no satisfactory arrangements can, in accordance with prudent
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lending practices, be made for collection of delinquent payments pursuant to
Section 3.01 hereof. In connection with such foreclosure or other conversion,
the Servicer shall follow such practices and procedures as it shall deem
necessary or advisable, as shall be normal and usual in its general mortgage
servicing activities and for its own portfolio and as are in accordance with the
requirements of the insurer under any Required Insurance Policy and shall
deliver to the Trustee a liquidation report with respect to the related Mortgage
Loan on the form of report customarily prepared by the Servicer. In particular,
the Servicer will service each Mortgage Loan in a manner that preserves the
right to proceed against all collateral securing such Mortgage Loan (e.g., in
accordance with any applicable "single action" rule). The Servicer shall not be
required to expend its own funds in connection with any foreclosure or towards
the restoration, repair, protection or maintenance of any property unless it
shall determine in its sole discretion that such expenses will be recoverable to
it as Liquidation Expenses either through Liquidation Proceeds (respecting which
it shall have priority for purposes of withdrawals from the Custodial Account
pursuant to Section 3.09 hereof) or through Insurance Proceeds (respecting which
it shall have similar priority). The Servicer shall be responsible for all other
costs and expenses incurred by it in any such proceedings; provided, however,
that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property, as contemplated in Section 3.09
hereof.
In the event that any Mortgaged Property becomes an REO Property,
the deed or certificate of sale shall be taken in the name of the Trustee for
the benefit of the Certificateholders, or its nominee, on behalf of the
Certificateholders. Pursuant to its efforts to sell such REO Property, the
Servicer shall either itself or through an agent selected by the Servicer
protect and conserve such REO Property in the same manner and to such extent as
is customary in the locality where such REO Property is located and may,
incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Servicer deems to
be in the best interest of the Servicer and the Certificateholders for the
period prior to the sale of such REO Property on such terms and conditions and
for such periods as the Servicer deems to be in the best interest of the
Servicer and the Certificateholders. Notwithstanding anything herein to the
contrary, in the event that the Trust REMIC I acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer, on behalf of the Trust REMIC I, shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust REMIC I for purposes of Section 860G(a)(8) of the Code
(or such shorter period as may be necessary under applicable state (including
any state in which such property is located) law to maintain the status of each
Trust REMIC as a REMIC under applicable state law and avoid taxes resulting from
such property failing to be foreclosure property under applicable state law) or,
at the expense of each Trust REMIC, request, more than 60 days before the day on
which such grace period would otherwise expire, an extension of such grace
period unless the Servicer obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Servicer, to the effect that the holding by the
Trust REMIC I of such REO Property subsequent to such period will not result in
the imposition of taxes on "prohibited transactions" as defined in Section 860F
of the Code, or cause either Trust REMIC to fail to qualify as a REMIC under the
Code at any time that any Certificates are outstanding, in which case the Trust
REMIC I may continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in obtaining such
Opinion of Counsel. Notwithstanding any other provision of this Agreement, no
REO Property acquired by the Trust REMIC I shall be rented (or allowed to
continue to be rented) or otherwise used by or on behalf of the Trust REMIC I in
such circumstances or manner or pursuant to any terms that would (i) cause such
REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject either Trust REMIC to the
imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Servicer has agreed to indemnify and hold harmless each Trust REMIC
with respect to the imposition of any such taxes.
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The decision of the Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Servicer that the proceeds of
such foreclosure would exceed the costs and expenses of bringing such a
proceeding. The income earned from the management of any Mortgaged Properties
acquired through foreclosure or other judicial proceeding on behalf of the
Certificateholders, net of reimbursement to the Servicer for expenses incurred
(including any taxes) in connection with such management, advances made by the
Servicer pursuant to Sections 3.01, 3.08, 3.10, 3.11, 3.13, 5.01 or 5.02 in
connection with the related Mortgage Loan or REO Property and Liquidation
Expenses incurred by the Servicer in connection with the related Mortgage Loan,
shall be applied to the payment of principal of and interest on the related
defaulted Mortgage Loans (with interest accruing and principal amortizing as
though such Mortgage Loans were still current) and all such income shall be
deemed, for all purposes in this Agreement, to be payments on account of
principal of and interest on the related Mortgage Notes and shall be deposited
into the Custodial Account.
Prior to obtaining or causing the Trustee to obtain a deed as a
result of or in lieu of foreclosure, or otherwise acquiring (or causing the
Trustee to acquire) possession of or title to any Mortgaged Property, if the
Servicer determines that obtaining a deed or otherwise acquiring title or
possession of such Mortgaged Property would likely subject the Servicer, the
Trustee or the Trust Fund to substantial liability in respect of environmental
conditions concerning the Mortgaged Property, (a) the Servicer shall (i) notify
the Trustee and the Depositor of such determination and (ii) refrain from
obtaining or directing the Trustee to obtain a deed as a result of or in lieu of
foreclosure or otherwise acquiring title or possession to such Mortgaged
Property and (b) the obligations of the Servicer to make advances, including,
without limitation, Monthly Advances, in connection with the Mortgage Loan in
question shall cease as of the date that the Servicer makes such determination.
SECTION 3.14 Trustee to Cooperate; Release of Trustee Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, and upon notification by the Servicer in the form
of 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 Custodial Account have been or will be
so deposited) of a Servicing Officer and a Request for Release of the Trustee
Mortgage File in the form of Exhibit G hereto the Trustee shall promptly release
the related Trustee Mortgage File to the Servicer, and the Trustee shall execute
and deliver to the Servicer the request for reconveyance, deed of reconveyance
or release, satisfaction or assignment of mortgage or such instrument releasing
the lien of the Mortgage, and, in each case, such other documents or instruments
as may be reasonably required in connection therewith, as directed by the
Servicer, together with the Mortgage Note with written evidence of cancellation
thereon. The provisions of the immediately preceding sentence shall not, in any
manner, limit or impair the right of the Servicer to execute and deliver, on
behalf of the Trustee, the Certificateholders or any of them, any and all
instruments of satisfaction, cancellation or assignment, or of partial or full
release or discharge and all other comparable instruments, with respect to the
Mortgage Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account but shall be paid by the Servicer. From time to time and as
shall be appropriate for the servicing or foreclosure of any Mortgage Loan,
including, without limitation, for such purpose, collection under any policy of
flood insurance, any fidelity bond or errors or omissions policy, or for the
purposes of effecting a partial or total release of any Mortgaged Property from
the lien of the Mortgage or the making of any corrections to the Mortgage Note
or the Mortgage or any of the other documents included in the Trustee Mortgage
File, the Trustee shall, upon request of the Servicer and the delivery to the
Trustee of a Request for Release signed by a Servicing Officer, in the form of
Exhibit G hereto, release the Trustee Mortgage File to the Servicer. If the
Servicer at any time seeks to initiate a foreclosure proceeding in respect of
any Mortgaged Property,
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the Servicer shall deliver to the Trustee, for signature as appropriate, any
court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity,
together with a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee. A Servicing Officer shall
certify as to the reason such documents or pleadings are required and that the
execution and delivery thereof by the Trustee will not invalidate the insurance
coverage under any Required Insurance Policy or invalidate or otherwise affect
the lien of the Mortgage except for the termination of such lien upon completion
of the foreclosure.
SECTION 3.15 Documents, Records and Funds in Possession of Servicer to be
Held for the Trustee for the Benefit of the Certificateholders.
Notwithstanding any other provisions of this Agreement, the Servicer
shall transmit to the Trustee to the extent required by this Agreement all
documents and instruments coming into the possession of the Servicer from time
to time and shall account fully to the Trustee for the benefit of the
Certificateholders for any funds received by the Servicer or which otherwise are
collected by the Servicer as Liquidation Proceeds or Insurance Proceeds in
respect of any Mortgage Loan. All Servicer Mortgage Files or Trustee Mortgage
Files and funds collected or held by, or under the control of, the Servicer in
respect of any Mortgage Loans, whether from the collection of principal and
interest payments or from Liquidation Proceeds or Insurance Proceeds, including
but not limited to, any funds on deposit in the Custodial Account, shall be held
by the Servicer for and on behalf of the Trustee for the benefit of the
Certificateholders and shall be and remain the sole and exclusive property of
the Trustee, subject to the applicable provisions of this Agreement. The
Servicer also agrees that it shall not create, incur or subject any Servicer
Mortgage File or Trustee Mortgage File or any funds that are deposited in the
Custodial Account or any Servicing or Escrow Account, or any funds that
otherwise are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of setoff against any Servicer Mortgage File or Trustee Mortgage
File or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Servicer
under this Agreement subject to the terms of this Agreement.
SECTION 3.16 Servicing Compensation; Compensating Interest.
As compensation for its activities hereunder, the Servicer shall be
entitled to (a) retain from the Monthly Payments the Servicing Fee for each
Mortgage Loan and (b) retain from the Custodial Account or withdraw from the
Custodial Account the amounts specified in subclause (a) of Section 3.09 hereof
as payable to it.
Additional servicing compensation in the form of prepayment
penalties, fees or premiums, assumption fees, modification fees, late payment
charges or otherwise or any excess interest charges payable by the Mortgagor by
virtue of any default or other non-compliance by the Mortgagor with the terms of
the Mortgage or any other instrument or document executed in connection
therewith or otherwise shall be retained by the Servicer to the extent not
required to be deposited in the Custodial Account pursuant to Section 3.07
hereof. To the extent provided in this Agreement, the Servicer shall be required
to pay all expenses incurred by it in connection with its servicing activities
hereunder (including the payment of premiums for Primary Mortgage Insurance
Policies, to the extent such premiums are not required to be paid or have not
been paid by the related Mortgagor or the related Sub-Servicer, payment of any
premiums for hazard insurance, as required by Section 3.11 hereof and
maintenance of the other
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forms of insurance coverage required by Section 3.11 hereof, the payment of
servicing compensation to any Sub-Servicers pursuant to any Sub-Servicing
Agreement and the payment of the expenses of the Trustee to the extent provided
in Section 9.05), and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.09, 3.13, 4.01 and 5.03 hereof.
Notwithstanding any other provision herein, the amount of servicing
compensation that the Servicer shall be entitled to receive for its activities
hereunder for the period ending on each Distribution Date shall be reduced (but
not below zero) by an amount equal to Compensating Interest (if any) for such
Distribution Date. The Servicer shall, within one Business Day of each
Distribution Date, remit to the Trustee the Compensating Interest due on such
Distribution Date. In the event that more than one Loan Group is entitled to
Compensating Interest and the amount of the aggregate Compensating Interest is
less than interest that should have been remitted on Principal Prepayments in
Full by Mortgagors during the related Due Period, such Compensating Interest
shall be distributed pro rata among each Loan Group.
SECTION 3.17 Reports to the Depositor; Account Statements.
Within five Business Days following each Distribution Date, the
Servicer shall deliver to the Trustee a statement setting forth the status of
the Custodial Account, if any, as of the close of business on such Distribution
Date showing, for the period covered by such statement, the aggregate of
deposits in or withdrawals from the Custodial Account, if any, for each category
of deposit specified in Section 3.07 hereof and each category of withdrawal
specified in Section 3.09 hereof. The Servicer shall forward a copy of such
statement to the Rating Agencies.
SECTION 3.18 Annual Statement as to Compliance.
The Servicer shall deliver to the Depositor and the Trustee on or
before March 31 of each year, commencing March 31, 2001, an Officers'
Certificate stating, as to each signer thereof, that (a) a review of the
activities of the Servicer during the year ended on the preceding December 31
and of the performance of the Servicer under this Agreement has been made under
such officer's supervision, (b) to the best of such officer's knowledge, based
on such review, the Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof, (c) a Servicing Officer
has conducted an examination of the activities of each Sub-Servicer during the
immediately preceding year and its performance under any Sub-Servicing
Agreement, and (d) to the best of such Servicing Officer's knowledge, based on
such examination, each Sub-Servicer has performed and fulfilled its duties,
responsibilities and obligations under such Sub-Servicing Agreement in all
material respects throughout such year, or if there has been a default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof. The Servicer shall forward a copy of each such statement to the
Rating Agencies.
SECTION 3.19 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March
31 that occurs at least eleven months after the Cut-off Date, the Servicer, at
its expense, shall cause a firm of independent public accountants that is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Depositor and the Trustee for the benefit of the
Certificateholders to the effect that such firm has examined certain documents
substantially similar to this Agreement and records relating to the servicing of
mortgage loans serviced by the Servicer or any successor servicer that are
substantially similar to the Mortgage Loans and that, on the basis of an
examination conducted substantially in
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compliance with the Uniform Single Audit Program for Mortgage Bankers or the
Audit Program for Mortgages serviced for Freddie Mac, such servicing has been
conducted in compliance with such agreements except for such significant
exceptions or errors in records that, in the opinion of such firm, the Uniform
Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for Freddie Mac requires it to report. In rendering such statement such
firm may rely, as to matters relating to direct servicing of Mortgage Loans by
Sub-Servicers, if any, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Audit Program for Mortgage
Bankers or the Audit Program for Mortgages serviced for Freddie Mac (rendered
within one year of such statement) of independent public accounts with respect
to the related Sub-Servicer. The Servicer shall forward a copy of each such
report to the Rating Agencies.
SECTION 3.20 Reports to Trustee.
On or prior to each Determination Date, the Servicer shall cause to
be delivered to the Trustee a monthly servicing report in electronic format
containing the information necessary to enable the Trustee to make the
distribution required by Section 4.02 and prepare the information set forth in
Section 4.04(a). The Trustee may conclusively rely on information provided by
the Servicer and shall have no obligation to recompute, recalculate, or verify
the accuracy of such information.
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Certificate Account.
The Trustee shall establish, prior to the Delivery Date, and shall
maintain, in the name of the Trustee on behalf of the Holders of interests in
the Trust Fund, the Certificate Account, which shall be an Eligible Account,
into which the Trustee upon receipt from the Servicer shall deposit all payments
remitted by the Servicer and any amounts required to be remitted by the
Depositor pursuant to the terms hereof. All distributions to be made from time
to time to Holders of interests in the Trust Fund out of funds in the
Certificate Account shall be made by or on behalf of the Trustee. The Trustee
will give notice to the Servicer, the Rating Agencies and the Depositor of the
location of the Certificate Account and of any change thereof, prior to the use
thereof. Funds held in the Certificate Account and delivered to the Trustee
earlier than one Business Day prior to the next Distribution Date shall be
invested by the Trustee in Eligible Investments as directed by the Servicer or
shall remain uninvested. The Trustee shall cause each such Eligible Investment
to be Delivered to it or its nominee (including a securities intermediary). All
income and gain net of any losses realized from any such investment shall be for
the benefit of the Servicer and shall be subject to withdrawal at the Servicer's
direction from time to time. The amount of any losses net of any gains incurred
by the Servicer in respect of any such investments shall be deposited in the
Certificate Account out of the Servicer's own funds immediately as realized.
Funds on deposit in the Certificate Account on the Business Day prior to the
next Distribution Date shall be uninvested.
The Trustee shall make, to the extent required or authorized
hereunder, withdrawals from the Certificate Account for the following purposes:
(i) to withdraw any amount deposited in the Certificate
Account and not required to be deposited therein;
(ii) to reimburse the Servicer for any unreimbursed
Nonrecoverable Advance;
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(iii) to make required distributions pursuant to Section 4.02;
and
(iv) to pay to the Depositor or the Servicer any amount to
which it is entitled pursuant to Section 7.03.
SECTION 4.02 Distributions.
(a) On each Distribution Date the Trustee shall distribute the
following amounts from the Certificate Account, in the following order of
priority, in each case to the extent of the Available Distribution Amount from
the related Loan Group in the case of clause (y) and to the extent of the
Available Distribution Amount for both Loan Groups in the case of clause (z):
(y) from the Available Distribution Amount for the related Loan Group (or,
in the case of Section 4.02(a)(y)(i)(Y), the other Loan Group) in the following
order of priority:
(i) (X) to the holders of the Class A Certificates (other than
Class A-P Certificates) or Class R Certificates the related Class A
Interest Distribution Amount and the Class A Cumulative Interest Shortfall
Amount or Class R Interest Distribution Amount, as applicable; provided
that with respect to Loan Group 2 such amount shall be first paid to the
holders of the Class R Certificates in respect of the Class R Interest
Distribution Amount; and
(Y) if the aggregate Certificate Principal Balance of
the Class 1 A or Class 2 A Certificates is greater than the aggregate
Principal Balance of the Mortgage Loans in the related Loan Group (other
than the related Discount Fraction of each Discount Mortgage Loan in the
related Loan Group) and the Class M Certificates or Class B Certificates
are still outstanding, in each case after giving effect to distributions
to be made on such Distribution Date, to the Holders of such Class or
Classes of Class 1 A or Class 2 A Certificates, an amount equal to one
month's interest at a rate of 6.25% per annum in the case of Loan Group 1
and 7.00% per annum in the case of Loan Group 2 on the amount of the
difference between the aggregate Certificate Principal Balance of such
Class or Classes of Class 1 A or Class 2 A Certificates, as applicable,
and the aggregate Principal Balance of the related Loan Group (other than
the Discount Fraction of each Discount Mortgage Loan in such Loan Group),
from the Available Distribution Amount for the other Loan Group, applied
first to pay the Interest Distribution Amount on such Class or Classes of
Class 1 A Certificates or Class 2 A Certificates to the extent not paid on
such Distribution Date pursuant to Section 4.02(a)(y)(i)(X), and then to
pay principal on such Class of Certificates in accordance with the
priorities set forth in Section 4.02(b), until the Certificate Principal
Balance of such Class 1 A Certificates or Class 2 A Certificates is equal
to the aggregate Principal Balance of the Mortgage Loans in the related
Loan Group (other than the related Discount Fraction of each Discount
Mortgage Loan in the related Loan Group);
(ii) (X) to the Class 1 A-P Certificates and Class 2 A-P
Certificates, the respective Class A-P Principal Distribution Amount,
applied in reduction of the Certificate Principal Balances thereof;
(Y) to the Class A Certificates (other than Class A-P
Certificates) related to such Loan Group (and, with respect to Loan Group
2, the Class R Certificates) until the Certificate Principal Balance of
the Class A Certificates has been reduced to zero, in the priority set
forth in Section 4.02(b), applied in reduction of the Certificate
Principal Balances thereof, the sum of the following:
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(A) the Senior Percentage for such Loan Group for such
Distribution Date times the sum of the following:
(1) the principal portion of each Monthly Payment
due during the related Due Period on each Outstanding Mortgage Loan
in such Loan Group, whether or not received on or prior to the
related Determination Date;
(2) the Principal Balance of any Mortgage Loan in
such Loan Group repurchased during the related Prepayment Period
pursuant to Section 2.01, 2.02, 2.03, 2.04 or 3.12 and the amount of
any shortfall deposited in the Custodial Account in connection with
the substitution of a Deleted Mortgage Loan in such Loan Group
pursuant to Section 2.01, 2.02, 2.03, 2.04 or 3.12 during the
related Prepayment Period; and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan in such Loan Group
described in Section 4.02(a)(y)(ii)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received
during the related Prepayment Period to the extent applied by the
Servicer as recoveries of principal of the related Mortgage Loan in
such Loan Group pursuant to Section 3.13;
(B) with respect to each Mortgage Loan in such Loan
Group for which a Cash Liquidation or a REO Disposition occurred during
the related Prepayment Period, an amount equal to the lesser of (a) the
applicable Senior Percentage for such Distribution Date times the
Principal Balance of such Mortgage Loan and (b) the applicable Senior
Accelerated Prepayment Percentage for such Distribution Date and such Loan
Group times the related unscheduled collections (including without
limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to
the extent applied by the Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.13;
(C) the applicable Senior Accelerated Prepayment
Percentage for such Distribution Date times the aggregate of all Principal
Prepayments in Full and Curtailments received in respect of a such Loan
Group during the related Prepayment Period;
(D) the product of (x) aggregate Certificate Principal
Balances of the related Class A Certificates and, in the case of Loan
Group 2, the aggregate Certificate Principal Balances of the Class R
Certificates, as applicable, divided by the sum of (i) the aggregate Class
A Certificate Principal Balance and (ii) the aggregate Certificate
Principal Balances of the Class R Certificates and (y) any Excess
Subordinate Principal Amount due to Realized Losses on the related Loan
Group for such Distribution Date; and
(E) any amounts described in clauses (A), (B) and (C) of
this Section 4.02(a)(y)(ii)(Y), as determined for any previous
Distribution Date, which remain unpaid after application of amounts
previously distributed pursuant to this clause (E) to the extent that such
amounts are not attributable to Realized Losses which have been allocated
to the Class M Certificates or Class B Certificates; and
(Z) to the Holders of the Class 1 A or Class 2 A Certificates, as
applicable, amounts required to be distributed pursuant to Section
4.02(c).
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(iii) to the Holders of the Class M-1 Certificates related to
such Loan Group, the Interest Distribution Amount for such Class for such
Distribution Date, plus any Cumulative Interest Shortfall Amount for such
Class of Class M-1 remaining unpaid from any previous Distribution Date;
(iv) to the Holders of the Class M-1 Certificates (x) the
related Class M-1 Principal Distribution Amount for such Distribution
Date, minus (y) the amount of any Class A-P Collection Shortfalls for such
Loan Group for such Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant to clause
(x) of Section 4.02(a)(y)(vi) and Sections 4.02(a)(z)(ii), (iv), (vi),
(vii) and (viii) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of such Certificates;
(v) to the Holders of the Class M-2 Certificates related to
such Loan Group, the Interest Distribution Amount for such Class for such
Distribution Date, plus any Cumulative Interest Shortfall Amount for such
Class remaining unpaid from any previous Distribution Date;
(vi) to the Holders of each Class of Class M-2 Certificates
(x) the related Class M-2 Principal Distribution Amount for such
Distribution Date, minus (y) the amount of any Class A-P Collection
Shortfalls for such Loan Group for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(z)(ii), (iv), (vi),
(vii) and (viii) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of such Certificates; and
(z) the remaining Available Distribution Amounts with respect to both Loan
Groups in the following order of priority:
(i) to the holders of the Class M-3 Certificates, the Class
M-3 Interest Distribution Amount and the Class M-3 Cumulative Interest
Shortfall Amount;
(ii) to the Holders of the Class M-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates and each Loan Group for such Distribution Date, minus (y)
the amount of any Class A-P Collection Shortfalls for each Loan Group for
such Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(z)(iv), (vi), (vii) and (viii) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of such
Certificates;
(iii) to the holders of the Class B-1 Certificates, the Class
B-1 Interest Distribution Amount and the Class B-1 Cumulative Interest
Shortfall Amount;
(iv) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates and each Loan Group for such Distribution Date, minus (y)
the amount of any Class A-P Collection Shortfalls for each Loan Group for
such Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(z)(vi), (vii) and (viii) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of such
Certificates;
(v) to the holders of the Class B-2 Certificates, the Class
B-2 Interest Distribution Amount and the Class B-2 Cumulative Interest
Shortfall Amount;
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(vi) to the Holders of the Class B-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates and each Loan Group for such Distribution Date, minus (y)
the amount of any Class A-P Collection Shortfalls for each Loan Group for
such Distribution Date or remaining unpaid for all previous Distribution
Dates, to the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(z)(vii) and (viii) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of such Certificates;
(vii) to the holders of the Class B-3 Certificates, an amount
equal to (x) the Class B-3 Interest Distribution Amount and the Class B-3
Cumulative Interest Shortfall Amount, minus (y) the amount of any Class
A-P Collection Shortfalls for each Loan Group for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a)(z)(viii) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of such Certificates;
(viii) to the Holders of the Class B-3 Certificates, an amount
equal to the (x) Subordinate Principal Distribution Amount for such Class
of Certificates and each Loan Group for such Distribution Date, minus (y)
the amount of any Class A-P Collection Shortfalls for such Distribution
Date or remaining unpaid for all previous Distribution Dates; and
(ix) to the Class R-1 Certificates, the balance, if any, of
the Available Distribution Amounts.
(b) Distributions of principal on the Class 2 A Certificates and
Class R Certificates on each Distribution Date occurring prior to the Credit
Support Depletion Date will be made:
(i) first, to each Class of Class R Certificates, on a pro
rata basis, until the Certificate Principal Balances thereof are reduced
to zero, and
(ii) second, to the Class 2 A Certificates until the
Certificate Principal Balance thereof has been reduced to zero.
(c) Prior to the occurrence of the Credit Support Depletion Date but
after the reduction of the Certificate Principal Balances of either of the Class
1 A Certificates or Class 2 A Certificates to zero, the other such Class of
Certificates will be entitled to receive, in addition to any Mortgagor
Prepayments related to such Certificates' respective Loan Group, 100% of the
Mortgagor Prepayments on the Mortgage Loans in the other Loan Group, in
reduction of the Certificate Principal Balances thereof, on any Distribution
Date unless (i) the Aggregate Subordinate Percentage is at least two times the
initial Aggregate Subordinate Percentage and (ii) the outstanding Principal
Balance of the Mortgage Loans in both Loan Groups delinquent 60 days or more
averaged over the last six months, as a percentage of the aggregate outstanding
Certificate Principal Balance of the Class M and Class B Certificates, is less
than 50%. In addition, on any Distribution Date prior to the Credit Support
Depletion Date on which the aggregate Certificate Principal Balance of the Class
1 A Certificates or Class 2 A Certificates, as applicable, is greater than the
aggregate Principal Balance of the Mortgage Loans in the related Loan Group
(other than the related Discount Fraction of each Discount Mortgage Loan in the
related Loan Group), in each case after giving effect to distributions to be
made on such Distribution Date, 100% of the Mortgagor Prepayments allocable to
the Class M and Class B Certificates on the Mortgage Loans in the other Loan
Group will be distributed to such Class or Classes of Class 1 A Certificates or
Class 2 A Certificates, as applicable, and in reduction of the Certificate
Principal Balances thereof, until the aggregate Certificate Principal Balance of
such Class or Classes of Certificates is equal to or less than the aggregate
Principal Balance of the Mortgage Loans in the related Loan Group (other than
the related Discount Fraction of each Discount Mortgage Loan in the related Loan
Group.
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(d) On or after the Credit Support Depletion Date, an amount equal
to the Discount Fraction of the principal portion of scheduled payments and
unscheduled collections received or advanced in respect of Discount Mortgage
Loans will be distributed to the related Class A-P Certificates.
(e) The Trustee shall be responsible for the calculations with
respect to distributions from the Certificate Account so long as the Trust Fund
has not been terminated in accordance with this Agreement. All distributions
made to Certificateholders of any Class on such Distribution Date will be made
to the Certificateholders of the respective Class of record on the immediately
preceding Record Date, except for the final distribution, which shall be made as
provided in the form of Certificate. All distributions made to the
Certificateholders shall be based upon the Percentage Interest represented by
their respective Certificates. If on any Determination Date, the Trustee
determines that there are no Mortgage Loans outstanding and no other funds or
assets in the Trust Fund other than the funds in the Certificate Account, the
Trustee shall promptly send the final distribution notice to each
Certificateholder specifying the manner in which the final distribution will be
made.
(f) Any Certificateholder shall be entitled to receive distributions
hereunder on a Distribution Date (other than as provided in Section 10.02
respecting the final distribution) by wire transfer to the account specified in
writing by the Certificateholder to the Trustee if the Initial Certificate
Principal Balance evidenced by such Holder's Certificate is at least equal to
$2,500,000 or the Percentage Interest thereof is 100%; provided, however, that
any distribution in respect of any Certificate that is held by the Seller or the
Servicer (regardless of Initial Certificate Balance) shall be paid by wire
transfer if the Seller or Servicer, as applicable, has provided to the Trustee,
in writing, the account for such wire transfer. In each case, the account must
be specified in writing at least five Business Days prior to the Record Date for
the Distribution Date on which wire transfers will commence. All other
distributions shall be made by check payable to the Certificateholder mailed by
first class mail to the address of such Certificateholder reflected in the
Certificate Register.
(g) On each Distribution Date the Trustee shall be deemed to
withdraw from the Certificate Account (other than the amounts pursuant to clause
(A) and (B) below), which the Trustee shall withdraw and remit as provided
therein) and remit:
(A) an amount equal to the Available Distribution Amount for Loan Group 1
and pay such amount in the following order of priority:
(i) to the holders of the Class Y-1 and Class Z-1 interests,
the Class Y-1 and Class Z-1 Interest Distribution Amounts respectively and
the Class Y-1 and Class Z-1 Cumulative Interest Shortfall Amounts
respectively; provided that if the Available Distribution Amount is
insufficient to make the full distributions of interest referred to in
this clause, the Available Distribution Amount shall be distributed to the
Class Y-1 and Class Z-1 interests pro rata based on such full amounts
allocable to such Classes;
(ii) to the Class Y-1 and Class Z-1 interests, the Class Y-1
Principal Distribution Amount and the Class Z-1 Principal Distribution
Amount, respectively; and
(iii) to the Class R-1 Certificates, the balance, if any, of
the Available Distribution Amount for Loan Group 1.
(B) an amount equal to the Available Distribution Amount for Loan Group 2
and pay such amount in the following order of priority:
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(i) to the holders of the Class Y-2 and Class Z-2 interests,
the Class Y-2 and Class Z-2 Interest Distribution Amounts respectively and
the Class Y-2 and Class Z-2 Cumulative Interest Shortfall Amounts
respectively; provided that if the Available Distribution Amount is
insufficient to make the full distributions of interest referred to in
this clause, the Available Distribution Amount shall be distributed to the
Class Y-2 and Class Z-2 interests pro rata based on such full amounts
allocable to such Classes;
(ii) to the Class Y-2 and Class Z-2 interests, the Class Y-2
Principal Distribution Amount and the Class Z-2 Principal Distribution
Amount, respectively; and
(iii) to the Class R-1 Certificates, the balance, if any, of
the Available Distribution Amount for Loan Group 2.
SECTION 4.03 Allocation of Realized Losses.
Prior to each Distribution Date, based on the information provided
by the Servicer in its monthly report, the Trustee shall determine the total of
Realized Losses, if any, incurred with respect to the Mortgage Loans in each
Loan Group during the previous Prepayment Period. On each Distribution Date,
Realized Losses will be allocated after the distribution of principal and
interest on such Distribution Date; provided, however, that if the Certificate
Principal Balance of any Class of Certificates would be reduced to zero as a
result of Realized Losses to be allocated on such Distribution Date if no funds
were available for distributions on the Certificates, then Realized Losses will
be allocated to such Class prior to the distribution of principal and interest.
In every case, such Realized Losses shall be allocated (i) first, to the Class
B-3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; (ii) second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; (iii) third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; (iv) fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and (v) fifth,
the remaining Realized Losses: (a) for Loan Group 1, first, to the Class 1 M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, second, to the Class 1 M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, third, to the Class 2 M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, fourth, to the Class 2 M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, and fifth, to the Class 1
A-P Certificates in an amount equal to the Discount Fraction of such Realized
Loss if such Realized Loss was on a Discount Mortgage Loan, and the remainder to
the Class 1 A Certificates; and (b) for Loan Group 2, first, to the Class 2 M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, second, to the Class 2 M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, third, to the Class 1 M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, fourth, to the Class 1 M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, and fifth, to the Class 2
A-P Certificates in an amount equal to the Discount Fraction of such Realized
Loss if such Realized Loss was on a Discount Mortgage Loan, and the remainder to
the Class 2 A Certificates; provided that on the Distribution Date on which the
Certificate Principal Balance of the Class M-3 Certificates is reduced to zero,
the Realized Losses not allocated to such Class will be allocated on a pro rata
basis between the Class 1 M-2 Certificates and Class 2 M-2 Certificates in
accordance with the respective amounts of Realized Losses for each Loan Group
allocated to the Certificates on such Distribution Date.
Realized Losses shall be allocated to the Class Y and Class Z
interests as follows:
(i) Realized Losses on Group 1 Loans shall be allocated,
first, to the Class Y-1 interest to the extent of the Class Y-1 Principal
Reduction Amount in reduction of the Certificate Principal Balance of such
interest and, second, the remainder, if any, of such Realized
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Losses shall be allocated to the Class Z-1 interest in reduction of the
Certificate Principal Balance thereof;
(ii) Realized Losses on Group 2 Loans shall be allocated,
first, to the Class Y-2 interest to the extent of the Class Y-2 Principal
Reduction Amount in reduction of the Certificate Principal Balance of such
interest and, second, the remainder, if any, of such Realized Losses shall
be allocated to the Class Z-2 interest in reduction of the Certificate
Principal Balance thereof.
Except as provided in the following sentence, any allocation of the
principal portion of Realized Losses to a Class of Certificates (or a Class of
Class Y or Class Z interests) shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated, which allocation shall be
deemed to have occurred on such Distribution Date. Any allocation of the
principal portion of Realized Losses to the Class B Certificates or, after the
Certificate Principal Balances of the Class B Certificates have been reduced to
zero, to the Class M-3 Certificates shall be made by operation of the definition
of "Certificate Principal Balance." Allocations of the interest portions of
Realized Losses shall be made by operation of the provisions of Section 4.02(a).
All Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
SECTION 4.04 Monthly Statements to Certificateholders.
(a) Not later than each Distribution Date, the Trustee shall prepare
and the Trustee shall cause to be forwarded by mail to each Certificateholder,
the Servicer, the Depositor, Bloomberg, and the Rating Agencies a statement
setting forth the following information as to each Class of Certificates to the
extent applicable
(i) the amount of such distribution representing principal,
separately identifying (1) the aggregate amount of any Mortgagor
Prepayments included therein, (2) the portion of such distribution, if
any, representing a Monthly Advance of principal, (3) the aggregate
Certificate Principal Balance of each Class of Certificates, and (4) each
Senior Percentage, Class M Percentage and Class B Percentage after giving
effect to such distributions, separately identifying any reduction thereof
due to Realized Losses other than pursuant to an actual distribution of
principal;
(ii) the amount of such distribution representing interest and
the portion of such distribution, if any, representing a Monthly Advance
of interest;
(iii) the aggregate Principal Balances of the Mortgage Loans
as of the close of business on such Distribution Date and the amount of
Principal Prepayments and the aggregate Principal Balances of the Mortgage
Loans repurchased by the Seller during the immediately preceding
Prepayment Periods;
(iv) the Servicing Fees retained by the Servicer;
(v) the amount of Monthly Advances paid by the Servicer;
(vi) the number and aggregate principal amounts of Mortgage
Loans (A) delinquent (1) one month, (2) two months, (3) three months or
more and (B) in foreclosure and (C) in bankruptcy;
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(vii) the book value (within the meaning of 12 C.F.R.ss.571.13
or comparable provision) of any REO Property;
(viii) the respective amounts, if any, of Realized Losses
allocated to the respective Classes of Certificates with respect to such
Distribution Date;
(ix) all Monthly Advances recovered during the related Due
Period and the extent of Monthly Advances remaining unreimbursed;
(x) the amount of any tax imposed on a "prohibited
transaction" of the Trust Fund as defined in Section 860F of the Code
during the related Due Period;
(xi) the amount of any reduction in Certificate Principal
Balance, Cumulative Interest Shortfall Amount or Interest Distribution
Amount for any Class attributable to the application of Realized Losses
thereto on such Distribution Date;
(xii) the Senior Accelerated Prepayment Percentage and the
Senior Percentage applicable to such distribution;
(xiii) the Subordinate Pass-Through Rate applicable for such
Distribution Date;
(xiv) the related Subordinate Principal Distribution Amount,
if applicable;
(xv) the aggregate principal balance of all Mortgage Loans
which are the subject of substitution or purchase by the Seller pursuant
to Section 2.01. 2.02. 2.03, 2.04 or 3.12, during the month of such
Distribution Date, together with the number of such Mortgage Loans removed
and the amount of any resulting shortage deposited into the Custodial
Account by the Seller or Servicer in such month;
(xvi) the Cumulative Interest Shortfall Amount for each Class,
as applicable; and
(xvii) cumulative Realized Losses since the Delivery Date and
for the three year period commencing on the Delivery Date.
(b) Upon reasonable advance notice in writing, if required by
federal regulation, the Trustee will provide to each Certificateholder that is a
savings association, bank or insurance company certain reports and access to
information and documentation regarding the Mortgage Loans sufficient to permit
such Certificateholder to comply with applicable regulations of the Office of
Thrift Supervision or other regulatory authorities with respect to investment in
the Certificates and the Servicer shall cooperate with the Trustee in providing
such information; provided, however, that the Trustee shall be entitled to be
reimbursed by each such Certificateholder for the Trustee's actual expenses
incurred in providing such reports and access. The Trustee will provide to any
Certificateholder upon request the outstanding Certificate Principal Balances as
of the date requested and, if then known by the Trustee, the outstanding
Certificate Principal Balances after giving effect to any distribution to be
made on the next following Distribution Date.
(c) Upon the written request of any Certificateholder, the Trustee,
as soon as reasonably practicable, shall provide the Certificateholder with such
information as has been provided by
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the Depositor to the Trustee, for purposes of satisfying applicable information
reporting requirements under Rule 144A.
SECTION 4.05 Prepayment Interest Shortfalls and Relief Act Shortfalls.
Prepayment Interest Shortfalls resulting in any Loan Group from a
Principal Prepayment of a Mortgage Loan during any Prepayment Period and Relief
Act Shortfalls occurring during the related Interest Accrual Period will be
applied on the related Distribution Date to reduce the Interest Distribution
Amount of (a) the Class 1 A, Class 1 M-1 and Class 1 M-2 Certificates in the
case of Loan Group 1, and (b) the Class 2 A, Class 2-M-1 and Class 2 M-2
Certificates in the case of Loan Group 2 in proportion to the related Senior
Percentage, Class M-1 Percentage or Class M-2 Percentage for such Distribution
Date of such shortfalls. The remainder of such shortfalls will be allocated to
reduce the Interest Distribution Amount for the Class M-3 and Class B
Certificates, pro rata among such Class M-3 and Class B Certificates according
to their respective aggregate Certificate Principal Balances immediately prior
to such Distribution Date. Prepayment Interest Shortfalls resulting from a
Principal Prepayment of a Mortgage Loan during any Prepayment Period and Relief
Act Shortfalls will be applied to the Class Y and Class Z interests in the same
manner as Realized Losses are applied.
ARTICLE V
ADVANCES
SECTION 5.01 Monthly Advances by the Servicer.
Subject to the conditions of this Article V, the Servicer, as
required below, shall make a Monthly Advance to the Certificate Account, in the
amount, if any, of the aggregate Monthly Payments less Prepayment Interest
Shortfalls and Relief Act Shortfalls, after adjustment of the interest portion
of each such Monthly Payment to the Net Mortgage Rate, on the Mortgage Loans
that were due on the Due Date but that were not received and remitted to the
Certificate Account on or prior to the Servicer Advance Date. The Servicer shall
be obligated to make any such Monthly Advance only to the extent that such
advance, in the good faith judgment of the Servicer, will not be a
Nonrecoverable Advance.
On the Determination Date immediately preceding the related
Distribution Date, the Servicer shall determine whether and to what extent any
Mortgagor has failed to make any Monthly Payment due on the Due Date and whether
such deficiencies, if advanced by the Servicer, would be a Nonrecoverable
Advance. If the Servicer shall have determined that it is not obligated to make
the entire Monthly Advance because all or a lesser portion of such Monthly
Advance would not be recoverable by the Servicer from related Insurance Proceeds
or Liquidation Proceeds (net of Liquidation Expenses), the Servicer shall
deliver to the Trustee, not less than two Business Days prior to the related
Distribution Date, for the benefit of the Certificateholders, a certificate of a
Servicing Officer setting forth the reasons for such determination.
In lieu of making all or a portion of any Monthly Advance, the
Servicer may cause to be made an appropriate entry in its records relating to
the Custodial Account that funds in such account, including but not limited to
any amounts received in respect of scheduled principal and interest on any
Mortgage due after the related Due Period, in excess of the Available
Distribution Amount (less the amount of such Monthly Advance) for the related
Distribution Date have been used by the Servicer in
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discharge of its obligation to make any such Monthly Advance. Any funds so
applied shall be replaced by the Servicer by deposit, in the manner set forth
above, in the Custodial Account no later than the Servicer Advance Date to the
extent that funds in the Custodial Account on such date are less than the
amounts required to be distributed on the related Distribution Date. The
Servicer shall be entitled to be reimbursed from the Custodial Account and the
Certificate Account for all Monthly Advances of its own funds made pursuant to
this Section as provided in Section 3.09 and 4.01.
SECTION 5.02 Advances for Attorneys' Fees.
The Servicer shall make advances from time to time for attorneys'
fees and court costs incurred, or which reasonably can be expected to be
incurred, for the foreclosure of any Mortgage Loan or for any transaction in
which the Trustee for the benefit of the Certificateholders is expected to
receive a deed-in-lieu of foreclosure, unless the Servicer has made a good faith
determination that such advances would be Nonrecoverable Advances. If the
Servicer shall make a good faith determination that such advances would not be
so recoverable, the Servicer shall promptly deliver to the Trustee a Certificate
of a Servicing Officer setting forth the reasons for such determination. The
Servicer shall be entitled to reimbursement for any such advance as provided in
Section 3.09 hereof.
SECTION 5.03 Nonrecoverable Advances.
The determination by the Servicer that it has made a Nonrecoverable
Advance shall be evidenced by a certificate of a Servicing Officer promptly
delivered to the Trustee setting forth the reasons for such determination.
Following the Trustee's receipt of such certificate, the Servicer shall be
entitled to reimbursement for such Nonrecoverable Advance as provided in Section
3.09 and 4.01 hereof.
SECTION 5.04 Advance Procedures.
(a) If, on any Determination Date, the Servicer determines to make a
Monthly Advance in accordance with Section 5.01, it shall make such Monthly
Advance on or before noon, New York time, on the Business Day prior to the
related Distribution Date (the "Servicer Advance Date"). The Servicer shall
notify the Trustee of the aggregate amount of Monthly Advances for a
Distribution Date on or before three Business Days prior to such Distribution
Date. Any such Monthly Advance shall be included with the distribution on the
related Distribution Date pursuant to Section 4.02.
(b) In the event that the Servicer fails to make a Monthly Advance
required to be made pursuant to Section 5.01 on or before the close of business,
on the Servicer Advance Date, the Trustee shall on or before 12 noon, New York
time on the next Business Day provide notice to the Servicer, by telephone and
by writing (which may be by telecopy) of such failure and the amount of such
failure and that continuance of such failure for a period of one Business Day
thereafter will be an Event of Default.
ARTICLE VI
THE CERTIFICATES
SECTION 6.01 The Certificates.
The Certificates shall be in substantially the forms set forth in
Exhibits A, B, C and D hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement or as may in the reasonable judgment of the Trustee or the Depositor
be necessary, appropriate or convenient to comply, or facilitate compliance,
with applicable laws, and may
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have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange on which any of the Certificates may be listed, or as may,
consistently herewith, be determined by the officers executing such
Certificates, as evidenced by their execution thereof.
The definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, all as determined by
the officers executing such Certificates, as evidenced by their execution
thereof.
Each Class of Class A and Class M Certificates will be in
fully-registered form only in minimum denominations of $25,000 Certificate
Principal Balance and integral multiples of $1 in excess thereof. The Class B
Certificates will be in fully-registered form only in minimum denominations of
$100,000 Certificate Principal Balance and integral multiples of $1 in excess
thereof. Each Class of the Class R Certificates will be in minimum denominations
of 20% percentage interest. Each Class of the Class Y and Class Z interests will
be uncertificated.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trust Fund by the Trustee by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trust Fund, notwithstanding that such individuals or
any of them have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication executed by the Trustee by manual signature, and
such certificate of authentication upon any 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.
SECTION 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall maintain, or cause to be maintained, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. Upon surrender for
registration of transfer of any Certificate, the Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in like aggregate interest and of the
same Class.
(b) At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of authorized denominations and the same
aggregate interest in the Trust Fund and of the same Class, upon surrender of
the Certificates to be exchanged at the office or agency of the Trustee in the
City of New York where Certificates may be surrendered for registration of
transfer or exchange. The Trustee will give prompt written notice to
Certificateholders of any change in the location of the any such office or
agency. The Trustee initially designates First Chicago Trust Company of New
York, located at 14 Wall Street, New York, New York, for such purpose. The
Certificate Register will be kept in Chicago, Illinois at the offices of the
Trustee located at the Corporate Trust Office and may be kept in an electronic
form capable of printing out a hard copy of the Certificate Register. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.
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(c) No service charge to the Certificateholders shall be made for
any registration of transfer or exchange of Certificates, but 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 may be required.
(d) All Certificates surrendered for registration of transfer and
exchange shall be canceled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.
(e) No transfer of any Class B Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the 1933
Act and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such
registration or qualification. In the event that a transfer is to be made
without registration or qualification, either (i)(A) the Trustee shall require,
in order to assure compliance with such laws, that the Certificateholder's
prospective transferee and the Certificateholder desiring to effect the transfer
each certify to the Trustee in writing in the forms set forth in Exhibit H-1 and
Exhibit H-2, respectively, the facts surrounding the transfer and (B) the
Depositor or the Trustee may require an Opinion of Counsel reasonably
satisfactory to the requesting party that such transfer may be made without such
registration or qualification, which Opinion of Counsel shall not be required to
be an expense of the Depositor or the Trustee or (ii) the prospective transferee
of such a Certificate shall be required to provide the Trustee and the Depositor
with an investment letter substantially in the form of Exhibit I attached hereto
(or such other form as the Depositor in its sole discretion deems acceptable),
which investment letter shall not be an expense of the Trustee or the Depositor,
and which investment letter states that, among other things, such transferee (A)
is a "qualified institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (B) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the 1933 Act provided by
Rule 144A.. Neither the Depositor nor the Trustee is obligated to register or
qualify any Class B Certificate under the 1933 Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of such Certificate or interest without registration or qualification.
Any such Holder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee and the Depositor against any liability that may
result if the transfer is not so exempt, or is not made in accordance with
federal and state laws.
(f) No transfer of a Class M, Class B or Class R Certificate shall
be made to any employee benefit or other plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code, to a trustee or other person acting on behalf of any such plan, or to
any other person using "plan assets" to effect such acquisition, unless the
prospective transferee of a Certificateholder desiring to transfer its
Certificate provides the Trustee and the Depositor with a certification to the
effect set forth in paragraph six of Exhibit H-1, which the Trustee may rely
upon without further inquiry or investigation, or such other certifications as
the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Class M Certificate or Class
B Certificate, the following conditions are satisfied: (i) such transferee is an
insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied (each entity that satisfies this clause (b), a
"Complying Insurance Company"). Notwithstanding the foregoing, a certification
will not be required with respect to the transfer of any Class M Certificate to
DTC, or for any subsequent transfer of any interest in a Class M Certificate for
so long as such Certificate
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is a Book-Entry Certificate (each such Class M Certificate, a "Book-Entry Class
M Certificate"). Any transferee of a Book-Entry Class M Certificate will be
deemed to have represented by virtue of its purchase or holding of such
Certificate (or interest therein) that either (a) such transferee is not a Plan
Investor or (b) such transferee is a Complying Insurance Company. If any Class M
Certificate (or any interest therein) is acquired or held in violation of the
provisions of the preceding clause (b) of this Section 6.02(f), then the last
preceding transferee that either (i) is not a Plan Investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by law,
to all rights and obligations as Certificateholder thereof retroactive to the
date of such transfer of such Class M Certificate. Any purported
Certificateholder whose acquisition or holding of any Book-Entry Class M
Certificate (or interest therein) was effected in violation of the restrictions
in this Section 6.02(f) shall indemnify and hold harmless the Depositor, the
Trustee, the Seller, the Servicer, and the REMIC Trust from and against any and
all liabilities, claims, costs or expenses incurred by such parties as a result
of such acquisition or holding. The Trustee shall be under no liability to any
Person for making any payments due on any Certificate to such preceding
transferee that is not a Plan Investor or a Complying Insurance Company).
(g) Additional restrictions on transfers of the Class R Certificates
to Disqualified Organizations are set forth below:
(i) Each Person who has or who acquires any ownership interest
in a Class R Certificate shall be deemed by the acceptance or acquisition
of such ownership interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of
each Person acquiring any ownership interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any ownership
interest in a Class R Certificate shall be other than a Disqualified
Organization and shall promptly notify the Trustee of any change or
impending change in its status as other than a Disqualified Organization.
(B) In connection with any proposed transfer of any
ownership interest in a Class R Certificate to a U.S. Person, the Trustee
shall require delivery to it, and shall not register the transfer of a
Class R Certificate until its receipt of (1) an affidavit and agreement (a
"Transferee Affidavit and Agreement" attached hereto as Exhibit J) from
the proposed transferee, in form and substance satisfactory to the
Servicer, representing and warranting, among other things, that it is not
a non-U.S. Person, that such transferee is other than a Disqualified
Organization, that it is not acquiring its ownership interest in a Class R
Certificate that is the subject of the proposed transfer as a nominee,
trustee or agent for any Person who is not other than a Disqualified
Organization, that for so long as it retains its ownership interest in a
Class R Certificate, it will endeavor to remain other than a Disqualified
Organization, and that it has reviewed the provisions of this Section
6.02(g) and agrees to be bound by them, and (2) a certificate, attached
hereto as Exhibit K, from the Holder wishing to transfer a Class R
Certificate, in form and substance satisfactory to the Servicer,
representing and warranting, among other things, that no purpose of the
proposed transfer is to allow such Holder to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transferee
Affidavit and Agreement by a proposed transferee under clause (B) above,
if the Trustee has actual knowledge that the proposed transferee is not
other than a Disqualified Organization, no transfer of an ownership
interest in a Class R Certificate to such proposed transferee shall be
effected.
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(D) Each Person holding or acquiring any ownership
interest in a Class R Certificate agrees, by holding or acquiring such
ownership interest, (1) to require a Transferee Affidavit and Agreement
from the other Person to whom such Person attempts to transfer its
ownership interest and to provide a certificate to the Trustee in the form
attached hereto as Exhibit K, and (2) to obtain the express written
consent of the Servicer prior to any transfer of such ownership interest,
which consent may be withheld in the Servicer's sole discretion.
(ii) The Trustee shall register the transfer of any Class R
Certificate only if it shall have received the Transferee Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit J and all of such other documents as shall
have been reasonably required by the Trustee as a condition to such
registration.
(iii) (A) If any Disqualified Organization shall become a
Holder of a Class R Certificate, then the last preceding Holder that was
other than a Disqualified Organization shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such transfer of such Class R
Certificate. If any non-U.S. Person shall become a Holder of a Class R
Certificate, then the last preceding Holder that is a U.S. Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of the transfer to
such non-U.S. Person of such Class R Certificate. If a transfer of a Class
R Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Holder that was other than a Disqualified Organization shall be restored,
to the extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such transfer of such
Class R Certificate. The Trustee shall be under no liability to any Person
for any registration of transfer of a Class R Certificate that is in fact
not permitted by this Section 6.02(g) or for making any payments due on
such Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement.
(B) If any purported transferee of a Class R Certificate
shall become a Holder of a Class R Certificate in violation of the restrictions
in this Section 6.02(g) and to the extent that the retroactive restoration of
the rights of the Holder of such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or unenforceable, then the Servicer
shall have the right, without notice to the preceding Holder or any prior Holder
of such Class R Certificate, to sell such Class R Certificate to a purchaser
selected by the Servicer on such terms as the Servicer may choose. Such
purported transferee shall promptly endorse and deliver a Class R Certificate in
accordance with the instructions of the Servicer. Such purchaser may be the
Servicer itself or any affiliate of the Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Servicer or its
affiliates), expenses and taxes due, if any, shall be remitted by the Servicer
to such purported transferee. The terms and conditions of any sale under this
clause (iii)(B) shall be determined in the sole discretion of the Servicer, and
the Servicer shall not be liable to any Person having an ownership interest or a
purported ownership interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
reasonably available to it that is necessary to compute any tax imposed
(A) as a result of the transfer of an ownership interest in a Class R
Certificate to any Person who is not other than a Disqualified
Organization, including the information regarding "excess inclusions" of
such Residual Certificate required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulation Sections
1.860E-2(a)(5) or 1.860D-1(b)(5), and (B) as a result of any regulated
investment company, real estate investment
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trust, common trust fund, partnership, trust, estate or organizations
described in Section 1381 of the Code having as among its record holders
at any time any Person who is not other than a Disqualified Organization.
Reasonable compensation for providing such information may be required by
the Servicer from such Person.
(v) The provisions of this Section 6.02(g) set forth prior to
this Section (v) may be modified, added to or eliminated by the Servicer,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its then-current
rating of the Certificates; and
(B) a certificate of the Servicer stating that the
Servicer has received an Opinion of Counsel, in form and substance
satisfactory to the Servicer, to the effect that such modification,
addition to or elimination of such provisions will not cause either Trust
REMIC to cease to qualify as a REMIC and will not create a risk that (i)
either Trust REMIC may be subject to an entity-level tax caused by the
transfer of a Class R Certificate to a Person which is not other than a
Disqualified Organization or (2) a Certificateholder or another Person
will be subject to a REMIC-related tax caused by the transfer of
applicable Class R Certificate to a Person which is not other than a
Disqualified Organization.
(vi) The following legend shall appear on each Class R
Certificate:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT
TO THE SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A)
THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAXES IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND
(2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF
THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT
OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THE
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CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
(h) The Trustee shall have no liability to the Trust Fund arising
from a transfer of any such Certificate in reliance upon a certification, ruling
or Opinion of Counsel described in this Section 6.02; provided, however, that
the Trustee shall not register the transfer of any Class R Certificate if it has
actual knowledge that the proposed transferee does not meet the qualifications
of a permitted Holder of a Class R Certificate as set forth in this Section
6.02.
SECTION 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Servicer and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, 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 interest in the Trust Fund. In connection with the issuance of any new
Certificate under this Section 6.03, the Trustee 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 expenses (including the fees and expenses of
the Trustee) connected therewith. Any replacement Certificate issued pursuant to
this Section 6.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
SECTION 6.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Servicer, the Trustee, and any agent of the Servicer or the
Trustee may treat the person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the
Servicer, the Trustee nor any agent of the Servicer or the Trustee shall be
affected by any notice to the contrary.
SECTION 6.05 Access to List of Certificateholders' Names and Addresses.
(a) If three or more Certificateholders (i) request in writing from
the Trustee a list of the names and addresses of Certificateholders, (ii) state
that such Certificateholders desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
(iii) provide a copy of the communication which such Certificateholders propose
to transmit, then the Trustee shall, within ten Business Days after the receipt
of such request, afford such Certificateholders access during normal business
hours to a current list of the Certificateholders. The expense of providing any
such information requested by a Certificateholder shall be borne by the
Certificateholders requesting such information and shall not be borne by the
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Trustee shall not be held accountable by reason of the disclosure of
any such information as to the list of the Certificateholders hereunder,
regardless of the source from which such information was derived.
(b) The Servicer, so long as it is the Servicer hereunder, shall
have unlimited access to a list of the names and addresses of the
Certificateholders which list shall be provided by the Trustee promptly upon the
request of the Servicer.
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SECTION 6.06 Maintenance of Office or Agency.
The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustee in respect of the Certificates and this Agreement may be
served. The Trustee initially designates the office described in Section 9.11 as
its office for such purpose. The Trustee will give prompt written notice to the
Certificateholders of any change in the location of any such office or agency.
SECTION 6.07 Book-Entry Certificates.
Notwithstanding the foregoing, each class of the Class A and Class M
Certificates, upon original issuance, shall be issued in the form of one or more
typewritten Certificates representing the Book-Entry Certificates, to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the
Depositor. Such Class A and Class M Certificates shall initially be registered
on the Certificate Register in the name of Cede & Co., the nominee of DTC, as
the initial Clearing Agency, and no Beneficial Holder will receive a definitive
certificate representing such Beneficial Holder's interest in the Certificates,
except as provided in Section 6.09. Unless and until definitive, fully
registered Certificates ("Definitive Certificates") have been issued to the
Beneficial Holders pursuant to Section 6.09:
(a) the provisions of this Section 6.07 shall be in full force and
effect with respect to such Class A and Class M Certificates;
(b) the Depositor and the Trustee may deal with the Clearing Agency
for all purposes with respect to such Class A and Class M Certificates
(including the making of distributions on such Certificates) as the sole Holder
of such Certificates;
(c) to the extent that the provisions of this Section 6.07 conflict
with any other provisions of this Agreement, the provisions of this Section 6.07
shall control; and
(d) the rights of the Beneficial Holders of such Class A and Class M
Certificates shall be exercised only through the Clearing Agency and the
Participants and shall be limited to those established by law and agreements
between such Beneficial Holders and the Clearing Agency and/or the Participants.
Pursuant to the Depository Agreement, unless and until Definitive Certificates
are issued pursuant to Section 6.09, the initial Clearing Agency will make
book-entry transfers among the Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Participants.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of each
Class of such Class A and Class M Certificates evidencing a specified percentage
of the aggregate unpaid principal amount of such Certificates, such direction or
consent may be given by the Clearing Agency at the direction of Beneficial
Holders owning such Certificates evidencing the requisite percentage of
principal amount of such Certificates. The Clearing Agency may take conflicting
actions with respect to each Class of such Class A and Class M Certificates to
the extent that such actions are taken on behalf of the Beneficial Holders.
SECTION 6.08 Notices to Clearing Agency.
Whenever notice or other communication to the Holders of each Class
of Class A and Class M Certificates is required under this Agreement, unless and
until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 6.09, the Trustee shall give all such
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notices and communications specified herein to be given to Holders of each Class
of the Class A and Class M Certificates to the Clearing Agency which shall give
such notices and communications to the related Participants in accordance with
its applicable rules, regulations and procedures.
SECTION 6.09 Definitive Certificates.
If (a) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities under the Depository Agreement with respect to the Certificates
and the Trustee or the Depositor is unable to locate a qualified successor, (b)
the Depositor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system with respect to any or all of the Class A or
Class M Certificates through the Clearing Agency or (c) after the occurrence of
an Event of Default, Holders of each Class of Class A and Class M Certificates
evidencing not less than 66-2/3% of the aggregate Certificate Principal Balance
of such Class of the Class A and Class M Certificates advise the Trustee in
writing that the continuation of a book-entry system with respect to the such
Certificates through the Clearing Agency is no longer in the best interests of
the Holders of such Certificates with respect to such Class of the Class A and
Class M Certificates, the Trustee shall notify all Holders of such Certificates
of the occurrence of any such event and the availability of Definitive
Certificates. Upon surrender to the Trustee of the such Certificates by the
Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration, the Trustee shall authenticate and deliver the
Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations imposed upon or to
be performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates, and the Trustee shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
ARTICLE VII
THE DEPOSITOR, SELLER AND THE SERVICER
SECTION 7.01 Liabilities of the Depositor, Seller and the Servicer.
The Depositor, Seller and the Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by them herein.
It is understood and agreed that the obligation under this Agreement
of the Seller or the Servicer to repurchase or substitute any Mortgage Loan as
to which any breach of representation or warranty made in Section 2.01, 2.02,
2.03 or 2.04 of this Agreement or in Section 2 of the Mortgage Loan Purchase
Agreement has occurred and is continuing shall constitute the sole and exclusive
remedy respecting such breach available to the Depositor, the Certificateholders
or the Trustee on their behalf so long as the Seller repurchases or substitutes
any such Mortgage Loan and such Certificateholders shall not be entitled to any
consequential damages.
Without limiting the effect of the preceding paragraph, the Servicer
shall defend and indemnify the Trust Fund, the Trustee, the Depositor, the
Certificate Registrar, the Seller and the Certificateholders against any and all
costs, expenses, losses, damages, claims or liabilities, including reasonable
fees and expenses of counsel and expenses of litigation, arising from third
party claims or actions (including penalties or fees imposed by any governmental
or regulatory body or agency) in respect of any breach of the Servicer's
covenants, representations or warranties set forth herein or in respect of any
action taken or omitted by the Servicer with respect to any Mortgage Loan
constituting a
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failure by the Servicer to perform its obligations under this Agreement. This
indemnity shall survive any Event of Default (but a Servicer's obligations under
this Section 7.01 shall not relate to any actions of any predecessor or
subsequent Servicer after an Event of Default) and any payment of the amount
owing under, or any repurchase by the Servicer of, any such Mortgage Loan.
Without limiting the effect of the second preceding paragraph, the
Seller shall defend and indemnify the Trust Fund, the Trustee, the Depositor,
the Certificate Registrar, the Servicer and the Certificateholders against any
and all costs, expenses, losses, damages, claims or liabilities, including
reasonable fees and expenses of counsel and expenses of litigation, arising from
third party claims or actions (including penalties or fees imposed by any
governmental or regulatory body or agency) in respect of any breach of the
Seller's covenants, representations or warranties set forth herein or in respect
of any action taken or omitted by the Seller with respect to any Mortgage Loan
constituting a failure by the Seller to perform its obligations under this
Agreement. This indemnity shall survive any payment of the amount owing under,
or any repurchase by the Seller of, any such Mortgage Loan.
Any amounts received by the Trustee from the Seller or Servicer on
behalf of the Trust Fund pursuant to this Article VII shall be deposited in the
Certificate Account and shall be distributed as part of the Available
Distribution Amount. If either the Seller or the Servicer has made any indemnity
payments to the Trustee pursuant to this Article VII and the Trustee thereafter
collects any of such amounts from others, the Trustee will repay such amounts
collected to the Seller or Servicer, as applicable, together with any interest
collected thereon.
SECTION 7.02 Merger or Consolidation of the Depositor, the Seller or the
Servicer.
Subject to the next succeeding paragraph, the Depositor, the Seller
and the Servicer will each do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights and franchises
(charter and statutory) and will each 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, or any of the Mortgage Loans and to perform
its respective duties under this Agreement.
Any of the Seller, the Servicer or the Depositor may merge or
consolidate with any Person, and any Person into which the Seller, the Servicer
or the Depositor may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Seller or the Servicer shall be a party, or
any Person succeeding to the business of the Seller, Servicer or the Depositor,
shall be the successor of the Seller, the Servicer or the Depositor, as the case
may be, 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 the successor or surviving Person to
the Servicer shall be qualified to sell mortgage loans to, and to service
mortgage loans on behalf of, Fannie Mae or Freddie Mac.
Notwithstanding anything else in this Section 7.02 or in Section
7.04 hereof to the contrary, the Servicer may assign its rights and delegate its
duties and obligations under this Agreement (except for the obligation of the
Servicer or Seller to effectuate repurchases or substitutions of Mortgage Loans
hereunder, including pursuant to Section 2.01, 2.02 or 2.04 hereof, which shall
remain with Washington Mutual hereunder); provided, however, that the Servicer
gives the Depositor and the Trustee notice of such assignment; and provided
further, that such purchaser or transferee accepting such assignment and
delegation shall be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, which has a net worth of at least $15,000,000,
and which is willing to service the Mortgage Loans and executes and delivers to
the Depositor and the Trustee an agreement accepting such delegation and
assignment, which contains an assumption by such Person of the rights,
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powers, duties, responsibilities, obligations and liabilities of the Servicer,
with like effect as if originally named as a party to this Agreement. In the
case of any such assignment and delegation, the Servicer shall be released from
its obligations under this Agreement (except as provided above), except that the
Servicer shall remain liable for all liabilities and obligations incurred by it
as Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the preceding sentence.
SECTION 7.03 Limitation on Liability of the Depositor, the Servicer and
Others.
Neither the Depositor nor the Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Servicer shall be under
any liability to the Certificateholders 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 the
Depositor or the Servicer against any breach of representations or warranties
made by it herein or protect the Depositor or the Servicer or any such person
from any liability which would otherwise be imposed by reasons of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor, the
Servicer and any director, officer, employee or agent of the Depositor or the
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
The Depositor, the Servicer and any director, officer, employee or agent of the
Depositor or the Servicer shall be indemnified by the Trust Fund and held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to their respective duties hereunder and
which in its opinion may involve it in any expense or liability; provided,
however, that either the Depositor or the Servicer may in its discretion
undertake any such action that it may deem necessary or desirable in respect of
this Agreement and the rights and duties of the parties hereto and interests of
the Trustee and the Certificateholders hereunder.
SECTION 7.04 Servicer Not to Resign.
The Servicer shall not resign from the obligations and duties
imposed upon it hereunder except upon determination that such obligations and
duties hereunder are no longer permissible under applicable law or except in
connection with a permitted assignment pursuant to Section 7.02. Any such
determination that the Servicer's obligations are no longer permissible shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The
Servicer shall give notice of any proposed resignation to the Trustee, the
Certificateholders and the Rating Agencies. No such resignation by the Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the Servicer's responsibilities and obligations in accordance with
Section 8.02 hereof or shall affect any obligation of the Seller hereunder.
SECTION 7.05 Errors and Omissions Insurance; Fidelity Bonds.
The Servicer shall, for so long as it acts as servicer under this
Agreement, obtain and maintain in force (a) a policy or policies of insurance
covering errors and omissions in the performance of its obligations as servicer
hereunder, and (b) a fidelity bond in respect of its officers, employees and
agents. Each such policy or policies and bond shall, together, comply with the
requirements from time to time of Fannie Mae or Freddie Mac for persons
performing servicing for mortgage loans purchased by Fannie Mae or Freddie Mac.
In the event that any such policy or bond ceases to be in effect, the Servicer
shall obtain a comparable replacement policy or bond from an insurer or issuer,
meeting the requirements set forth above as of the date of such replacement.
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SECTION 7.06 Seller and Servicer May Own Certificates.
Each of the Seller and the Servicer in its individual or any other
capacity may become the owner or pledgee of Certificates with the same rights as
it would have if it were not the Seller or the Servicer, as the case may be.
ARTICLE VIII
DEFAULT
SECTION 8.01 Events of Default.
"Event of Default", wherever used herein, means any one of the
following events (whatever reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):
(a) any failure by the Servicer to remit to the Trustee any payment
other than a Monthly Advance required to be made by the Servicer under the terms
of this Agreement, which failure shall continue unremedied for a period of three
Business Days after the date upon which written notice of such failure shall
have been given to the Servicer by the Trustee or the Depositor or to the
Servicer and the Trustee by the Holders of Certificates having not less than 25%
of the Voting Rights evidenced by the Certificates; or
(b) any failure by the Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Servicer contained in this Agreement (except as set forth in (c) below) which
failure (i) materially affects the rights of the Certificateholders and (ii)
shall continue unremedied for a period of 60 days after the date on which
written notice of such failure shall have been given to the Servicer by the
Trustee or the Depositor, or to the Servicer and the Trustee by the Holders of
Certificates evidencing not less than 25% of the Voting Rights evidenced by the
Certificates; or
(c) if a representation or warranty set forth in Section 2.03 hereof
shall prove to be materially incorrect as of the time made in any respect that
materially and adversely affects interests of the Certificateholders, and the
circumstances or condition in respect of which such representation or warranty
was incorrect shall not have been eliminated or cured, or the affected Mortgage
Loan shall not have been substituted for or repurchased, within 60 days (or, is
such breach is not capable of being cured within 60 days and is not subject to
the remedies set forth in Section 2.04 and provided that the Servicer believes
in good faith that such breach can be cured and is diligently pursuing the cure
thereof, within 120 days) after the date on which written notice thereof shall
have been given to the Servicer and Seller by the Trustee for the benefit of the
Certificateholders or by the Depositor; or
(d) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer and
such decree or order shall have remained in force undischarged or unstayed for a
period of 60 days; or
(e) the Servicer shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Servicer
or all or substantially all of the property of the Servicer; or
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(f) the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(g) either Rating Agency shall lower or withdraw the outstanding
rating of the Certificates because the existing or prospective financial
condition or mortgage loan servicing capability of the Servicer is insufficient
to maintain such outstanding rating; or
(h) any failure of the Servicer to make any Monthly Advance in the
manner and at the time required to be made from its own funds pursuant to this
Agreement and after receipt of notice from the Trustee pursuant to Section 5.04,
which failure continues unremedied after the close of business on the Business
Day immediately preceding the Distribution Date.
If an Event of Default due to the actions or inaction of the
Servicer described in clauses (a) through (g) of this Section shall occur, then,
and in each and every such case, so long as such Event of Default shall not have
been remedied, the Trustee shall, if so directed by the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates,
by notice in writing to the Servicer (with a copy to the Rating Agencies),
terminate all of the rights and obligations of the Servicer under this Agreement
(other than rights to reimbursement for Monthly Advances or other advances
previously made, as provided in Section 3.09 or 4.01).
If an Event of Default described in clause (h) shall occur, the
Trustee shall, prior to the next Distribution Date, terminate the rights and
obligations of the Servicer hereunder (other than rights to reimbursement for
Monthly Advances or other advances previously made, as provided in Section 3.09
or 4.01) and succeed to the rights and obligations of the Servicer hereunder
pursuant to Section 8.02, including the obligation to make Monthly Advances on
such Distribution Date pursuant to the terms hereof.
SECTION 8.02 Trustee to Act; Appointment of Successor.
On and after the time the Servicer receives a notice of termination
pursuant to Section 8.01 hereof or resigns pursuant to Section 7.04 hereof,
subject to the provisions of Section 3.06 hereof, the Trustee shall be the
successor in all respects to the Servicer in its capacity as servicer under this
Agreement and with respect to the transactions set forth or provided for herein
and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof,
provided that neither the Trustee nor any other successor to the Servicer
pursuant to this Section 8.02 shall be deemed to have made any representation or
warranty made by the Servicer, shall be obligated to effect any repurchase or
substitute of any Mortgage Loan, or shall have any responsibility for an act or
omission of any predecessor Servicer. As compensation therefor, the Trustee
shall be entitled to all funds relating to the Mortgage Loans that the Servicer
would have been entitled to charge to the related Custodial Account if the
Servicer had continued to act hereunder (except that the terminated Servicer
shall retain the right to be reimbursed for advances (including, without
limitation, Monthly Advances) theretofore made by the Servicer with respect to
which it would be entitled to be reimbursed if it had not been so terminated as
Servicer). Notwithstanding the foregoing, if the Trustee has become the
successor to the Servicer in accordance with this Section 8.02, the Trustee may,
if it shall be unwilling to so act, or shall, if it is unable to so act
(exclusive of the obligations with respect to Monthly Advances), appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution, the appointment of which does not adversely affect
the then current rating of the Certificates, as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer. Pending appointment of a successor to the
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Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so
acting, shall act in such capacity as provided herein. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Servicer hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
The Servicer that has been terminated shall, at the request of the
Trustee but at the expense of such Servicer, deliver to the assuming party all
documents and records relating to each Sub-Servicing Agreement and the related
Mortgage Loans and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Sub-Servicing Agreement to the assuming party.
The Servicer shall cooperate with the Trustee and any successor
servicer in effecting the termination of the Servicer's responsibilities and
rights hereunder, including without limitation, the transfer to such successor
for administration by it of all cash amounts which shall at the time be credited
by the Servicer to the Custodial Account or thereafter received with respect to
the Mortgage Loans and the Servicer Mortgage Files.
Neither the Trustee nor any other successor 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 (a) the
failure of the Servicer to (i) deliver, or any delay in delivering, cash,
documents or records to it, (ii) cooperate as required by this Agreement, or
(iii) deliver the Servicer Mortgage Files to the Trustee as required by this
Agreement, or (b) restrictions imposed by any regulatory authority having
jurisdiction over the Servicer.
Any successor to the Servicer as servicer shall during the term of
its service as servicer maintain in force the policy or policies that the
Servicer is required to maintain pursuant to Section 7.05 hereof. No termination
of the Servicer shall have any affect on the obligations of the Seller
hereunder.
SECTION 8.03 Notification to Certificateholders.
(a) Upon any termination or appointment of a successor to the
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register and to the Rating Agencies.
(b) Within 2 Business Days after its notice of the occurrence of any
Event of Default, the Trustee shall transmit by mail to all Certificateholders
and the Rating Agencies notice of each such Event of Default hereunder known to
the Trustee, unless such Event of Default shall have been cured or waived.
SECTION 8.04 Waiver of Events of Default.
The Holders representing at least 66-2/3% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default, provided, however, that (a) a default or Event of
Default under clause (a) or (h) of Section 8.01 may be waived only by Holders of
Certificates of 66-2/3 of the Class affected by such default or Event of Default
and (b) no waiver pursuant to this Section 8.04 shall affect the Holders of
Certificates in the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon
any such waiver of a default or Event of Default by the Holders representing the
requisite percentage of Voting Rights of Certificates affected by such default
or Event of Default, such default or Event of Default shall cease to exist and
shall be deemed to have been remedied
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for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon except
to the extent expressly so waived.
ARTICLE IX
CONCERNING THE TRUSTEE
SECTION 9.01 Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default that may have occurred,
undertakes with respect to the Trust Fund to perform such duties and only such
duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred and remains uncured and not waived, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Any permissive right of the Trustee set forth in this Agreement shall
not be construed as a duty.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they conform
to the requirements of this Agreement. The Trustee shall have no duty to
recompute, recalculate or verify the accuracy of any resolution, certificate,
statement, opinion, report, document, order or other instrument so furnished to
the Trustee.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct, its negligent failure to perform its obligations
in compliance with this Agreement, or any liability which would be imposed by
reason of its willful misfeasance or bad faith; provided, however, that:
(a) prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default that may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be personally 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 Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement which it reasonably believed in good faith to be
genuine and to have been duly executed by the proper authorities respecting any
matters arising hereunder;
(b) the Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless the Trustee was negligent or acted in bad faith or with
willful misfeasance;
(c) the Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of Holders of Certificates evidencing not less than 25% of
the Voting Rights allocated to each Class of Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Agreement; and
(d) no provision of this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the
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exercise of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
Except with respect to an Event of Default described in clause (a)
of Section 8.01, the Trustee shall not be deemed to have knowledge of any Event
of Default or event which, with notice or lapse of time, or both, would become
an Event of Default, unless a Responsible Officer of the Trustee shall have
received written notice thereof from the Servicer, the Depositor or a
Certificateholder, or a Responsible Officer of the Trustee has actual notice
thereof, and in the absence of such notice no provision hereof requiring the
taking of any action or the assumption of any duties or responsibility by the
Trustee following the occurrence of any Event of Default or event which, with
notice or lapse of time or both, would become an Event of Default, shall be
effective as to the Trustee.
The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided, however,
that the Trustee shall use its best efforts to remit to the Servicer, upon
receipt, any such complaint, claim, demand, notice or other document (i) which
is delivered to the Corporate Trust Office of the Trustee, (ii) of which a
Responsible Officer has actual knowledge, and (iii) which contains information
sufficient to permit the Trustee to make a determination that the real property
to which such document relates is a Mortgaged Property.
SECTION 9.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 9.01:
(i) the Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of Servicing Officers, 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;
(ii) the Trustee may consult with 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 Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs;
(iv) the Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
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(v) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default that may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders of Certificates evidencing not less than 25% of the Voting Rights
allocated to each Class of Certificates; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to taking any such action; the reasonable expense
of every such investigation shall be paid by the Servicer in the event
that such investigation relates to an Event of Default by the Servicer, if
an Event of Default by the Servicer shall have occurred and is continuing,
and otherwise by the Certificateholders requesting the investigation;
(vi) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
affiliates, agents or attorneys;
(vii) the Trustee shall not be required to expend its own
funds or otherwise incur any financial liability in the performance of any
of its duties hereunder if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such liability
is not assured to it; and
(viii) the Trustee shall not be liable for any loss on any
investment of funds pursuant to this Agreement.
(b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
SECTION 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein shall be taken as the statements of
the Depositor or the Servicer, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Agreement, the Certificates or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Depositor, the Seller or the Servicer of any funds
paid to the Depositor, the Seller or the Servicer in respect of the Mortgage
Loans or deposited in or withdrawn from the Certificate Account by the
Depositor, the Seller or the Servicer.
SECTION 9.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact business with the other
parties with the same rights as it would have if it were not the Trustee.
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SECTION 9.05 Trustee's Compensation and Expenses.
As compensation for its services hereunder, the Trustee shall be
entitled to the Trustee Float. In the event that the Servicer fails to remit
amounts that it is required to remit to the Certificate Account hereunder on the
Business Day prior to each Distribution Date hereunder, it shall pay to the
Trustee, from its own funds, an amount equal to the Trustee Float with respect
to such Distribution Date, as certified in writing by the Trustee to the
Servicer and agreed to by the Servicer. The Servicer shall also pay, from its
own funds, the Trustee any additional amounts as may be agreed upon between the
Trustee and the Servicer from time to time. Any payment hereunder made by the
Servicer to the Trustee, other than any amount to be paid from the Certificate
Account pursuant to this Section 9.05, shall be paid from the Servicer's own
funds, without reimbursement from the Trust Fund therefor.
The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified by the Servicer and held harmless against any loss,
liability or expense (a) incurred in connection with any legal action relating
to this Agreement or the Certificates, or the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence in the performance of
any of the Trustee's duties hereunder or by reason of reckless disregard of the
Trustee's obligations and duties hereunder and (b) resulting from the exercise
of any power of attorney granted by the Trustee in accordance with this
Agreement. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee hereunder.
SECTION 9.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or
association having its principal office in a state and city acceptable to the
Depositor and the Servicer and 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 ratings on its long-term debt
obligations at the time of such appointment in at least the third highest rating
category by both Moody's and Duff and Phelps or such lower ratings as will not
cause Moody's or Duff and Phelps to lower their then-current ratings of the
Class A Certificates, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. 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 9.06
the combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.07 hereof.
SECTION 9.07 Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts
hereby created by (a) giving written notice of resignation to the Depositor, the
Seller and the Servicer and by mailing notice of resignation by first class
mail, postage prepaid, to the Certificateholders at their addresses appearing on
the Certificate Register, and to the Rating Agencies, not less than 60 days
before the date specified in such notice when, subject to Section 9.08, such
resignation is to take effect, and (b) acceptance by a successor trustee in
accordance with Section 9.08 meeting the qualifications set forth in Section
9.06. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
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If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.06 hereof and shall fail to resign after
written request thereto by the Servicer, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation or if the
Trustee breaches any of its obligations or representations hereunder, then the
Depositor, with the consent of the Servicer, may remove the Trustee and, with
the consent of the Servicer, appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee and
one copy to the successor trustee. The Trustee may also be removed at any time
by the Holders of Certificates evidencing not less than 50% of the Voting Rights
evidenced by the Certificates. Notice of any removal of the Trustee and
acceptance of appointment by the successor trustee shall be given to the Rating
Agencies by the Servicer.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 9.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 9.08 hereof.
SECTION 9.08 Successor Trustee.
If the Trustee resigns pursuant to Section 9.07, the Depositor, with
the consent of the Servicer, shall appoint a successor trustee that satisfies
the requirements of Section 9.06. Any successor trustee appointed as provided in
Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor and
the Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The Depositor and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties, and
obligations.
No successor trustee shall accept appointment as provided in this
Section 9.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 9.06 hereof and shall not adversely
affect the then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in
this Section 9.08, the Servicer shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at their addresses as shown in
the Certificate Register. If the Servicer fails to mail such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.
SECTION 9.09 Merger or Consolidation of Trustee.
Any Person into which the Trustee 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 Trustee shall be a party, or any Person succeeding
to the business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such Person shall be eligible under the provisions of Section 9.06
hereof without the execution or filing of any paper or further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding.
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SECTION 9.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the applicable Certificateholders, such title to the Trust Fund, or
any part thereof, and, subject to the other provisions of this Section 9.10,
such powers, duties, obligations, rights and trusts as the Servicer and the
Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within fifteen days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 9.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.08.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed
upon the Trustee, except for any obligation of the Trustee under this Agreement
to advance funds on behalf of the Servicer, shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed by the Trustee (whether as Trustee
hereunder or as successor to the Servicer), 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 Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of
the Trustee;
(b) no trustee hereunder shall be held personally liable by reason
of any act or omission of any other trustee hereunder; and
(c) the Servicer and the Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.
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 or co-trustee shall refer to this Agreement and the conditions
of this Article IX. 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 filed with the Trustee and a copy thereof given to the
Servicer and the Depositor.
Any separate trustee or co-trustee 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
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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.
SECTION 9.11 Office of the Trustee.
The office of the Trustee for purposes of receipt of notices and
demands is the Corporate Trust Office.
SECTION 9.12 Tax Returns, 1934 Act Reporting, Other Data.
(a) The Servicer, upon request, will furnish the Trustee with all
such information in the possession of the Servicer as may be reasonably required
in connection with the preparation by the Trustee of all tax and information
returns of the Trust Fund, and the Trustee shall sign such returns. The Servicer
shall indemnify the Trustee for all reasonable costs, including legal fees,
related to errors in such tax returns due to errors in information provided by
the Servicer.
(b) The Trustee shall prepare all reports on behalf of the Trust
Fund, including, but not limited to, all Forms 8-K, Forms 10-K and, when
applicable, a Form 15 that are required under the 1934 Act. The Trustee shall
continue to file all Forms 8-K and Forms 10-K with respect to the Trust Fund
until directed by the Depositor in writing to discontinue such filings
(c) The Trustee will provide all information to Bloomberg that is
necessary to have the information regarding the Certificates and the transaction
posted on Bloomberg and the Trustee will provide Bloomberg with all necessary
information (including information regarding the Mortgage Loans) for Bloomberg
to update information necessary regarding the Certificates and the transaction
on Bloomberg.
ARTICLE X
TERMINATION
SECTION 10.01 Termination upon Liquidation or Repurchase of all Mortgage
Loans.
The obligations and responsibilities of the Servicer, the Seller,
the Depositor and the Trustee created hereby with respect to the Trust Fund
created hereby shall terminate upon the earlier of:
(a) the repurchase by the Servicer at its election, of all Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, which repurchase right the Servicer may exercise at its sole and
exclusive election as of any Distribution Date (such applicable Distribution
Date being herein referred to as the "Optional Termination Date") on or after
the date on which the aggregate Principal Balance of the Mortgage Loans at the
time of the repurchase is less than or equal to 10% of the aggregate Principal
Balance of the Mortgage Loans as of the Cut-off Date; and
(b) the later of (i) twelve months after the maturity of the last
Mortgage Loan remaining in the Trust Fund, (ii) the liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
the disposition of all REO Property and (iii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement.
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 Mr. Joseph P.
Kennedy, former Ambassador of the United States to Great Britain, living on the
date of execution of this Agreement.
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The Mortgage Loan Repurchase Price for any such Optional Termination
of the Trust Fund shall be equal to the aggregate Principal Balance of the
Mortgage Loans as of the date of repurchase, together with accrued and unpaid
interest thereon from the date to which such interest was paid or advanced at
the sum of the applicable Net Mortgage Rate with respect to each Mortgage Loan
through the last day of the month of such repurchase, plus any sums on account
of such Mortgage Loan that have been advanced by the Servicer and are
reimbursable to the Servicer hereunder (including the Principal Balance of each
Mortgage Loan that was secured by any REO Property); provided, however, that if
the Servicer shall so choose, the Servicer may remit the Mortgage Loan
Repurchase Price net of advances that would otherwise be reimbursable to the
Servicer and the Servicer would have no further entitlement to reimbursement for
such advances. The Trustee shall give notice to the Rating Agencies of the
Servicer's election to purchase the Mortgage Loans pursuant to this Section
10.01 and of the Optional Termination Date.
SECTION 10.02 Procedure Upon Optional or Other Final Termination.
(a) In case of any Optional Termination pursuant to Section 10.01,
the Servicer shall, at least twenty days prior to the date notice is to be
mailed to the affected Certificateholders notify the Trustee of such Optional
Termination Date and of the applicable repurchase price of the Mortgage Loans to
be repurchased.
(b) Any repurchase of the Mortgage Loans by the Servicer shall be
made on an Optional Termination Date by deposit of the applicable repurchase
price into the Certificate Account, as applicable, before the Distribution Date
on which such repurchase is effected. Upon receipt by the Trustee of an
Officers' Certificate of the Servicer certifying as to the deposit of such
repurchase price into the Certificate Account, the Servicer shall prepare and
the Trustee and each co-trustee and separate trustee, if any, then acting as
such under this Agreement, shall, upon request and at the expense of the
Servicer execute and deliver all such instruments of transfer or assignment, in
each case without recourse, as shall be necessary, to vest title in the Servicer
in the Mortgage Loans so repurchased and shall transfer or deliver to the
Servicer the repurchased Mortgage Loans. Any distributions on the Mortgage Loans
received by the Trustee subsequent to (or with respect to any period subsequent
to) the Optional Termination Date shall be promptly remitted by it to the
Servicer.
(c) Notice of the Distribution Date on which the Servicer
anticipates that the final distribution shall be made (whether upon Optional
Termination or otherwise), shall be given promptly by the Servicer to the
Trustee and by the Trustee by first class mail to Holders of the affected
Certificates. Such notice shall be mailed no earlier than the 15th day and not
later than the 10th day preceding the Optional Termination Date or date of final
distribution, as the case may be. Such notice shall specify (i) the Distribution
Date upon which final distribution on the affected Certificates will be made
upon presentation and surrender of such Certificates at the office or agency
therein designated, (ii) the amount of such final distribution and (iii) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, such distribution being made only upon presentation and surrender of
such Certificates at the office or agency maintained for such purposes (the
address of which shall be set forth in such notice).
(d) In the event that any Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Trustee shall give a second written notice
to the remaining such Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain subject to
the Trust Fund.
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SECTION 10.03 Additional Termination Requirements.
(a) In the event the Servicer exercises its purchase option pursuant
to Section 10.01, each Trust REMIC shall be terminated in accordance with the
following additional requirements, unless the Trustee has received an Opinion of
Counsel to the effect that the failure of the Trust REMICs to comply with the
requirements of this Section will not (i) result in the imposition of taxes on a
"prohibited transaction" of the Trust REMICs, as described in Section 860F of
the Code, or (ii) cause the Trust REMICs to fail to qualify as a REMIC at any
time that any Certificates are outstanding:
(A) within 90 days prior to the final Distribution Date
set forth in the notice given by the Servicer under Section 10.02, the
Holder of the Class R-1 and Class R-2 Certificates shall adopt a plan of
complete liquidation of the Trust REMICs and specify the first day of the
applicable 90-day liquidation period in a statement attached to the Trust
Fund's final tax return pursuant to Treasury Regulations Section 1.860F-1,
and satisfy (or cause to be satisfied) all of the requirements of a
qualified liquidation under the REMIC Provisions; and
(B) at or after the time of adoption of any such plan of
complete liquidation for the Trust REMICs at or prior to the final
Distribution Date, the Trustee shall sell all of the assets of the Trust
Fund to the Servicer for cash; provided, however, that in the event that a
calendar quarter ends after the time of adoption of such a plan of
complete liquidation but prior to the final Distribution Date, the Trustee
shall not sell any of the assets of the Trust Fund prior to the close of
that calendar quarter.
(b) By its acceptance of a Class R-1 and Class R-2 Certificate, the
Holders thereof hereby agree to adopt such a plan of complete liquidation and to
take such other action in connection therewith as may be reasonably required to
liquidate and otherwise terminate the Trust REMICs.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
(a) This Agreement may be amended from time to time by the
Depositor, the Servicer, the Seller and the Trustee without the consent of any
of the Certificateholders,
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein that may
be inconsistent with any other provisions herein,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust REMICs as REMICs at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would be
a claim against the Trust Fund, provided that the Trustee has received an
Opinion of Counsel to the effect that (A) 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 will not adversely
affect the status of the Trust REMICs as REMICs or adversely affect in any
material respect the interests of any Certificateholder,
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(iv) to make any other provisions with respect to matters or
questions arising under this Agreement that are not materially
inconsistent with the provisions of this Agreement, provided that such
action shall not adversely affect in any material respect the interests of
any Certificateholder or cause an Adverse REMIC Event, or
(v) To add appropriate restrictions and legends to any of the
Class A or Class M Certificates that are no longer registered under the
1933 Act.
(b) This Agreement may be amended from time to time by the
Depositor, the Servicer, the Seller and the Trustee with the consent of the
Holders of Certificates evidencing, in the aggregate, not less than 66-2/3% of
the Voting Rights of all the Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of the
Certificates; provided, however, that no such amendment may (i) reduce in any
manner the amount of, delay the timing of or change the manner in which payments
received on or with respect to Mortgage Loans are required to be distributed
with respect to any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of a Class of Certificates in a manner other than as set forth in (i)
above without the consent of the Holders of Certificates evidencing not less
than 66-2/3% of the Voting Rights of such Class, (iii) reduce the aforesaid
percentages of Voting Rights, the holders of which are required to consent to
any such amendment without the consent of 100% of the Holders of Certificates of
the Class affected thereby, (iv) change the percentage of the Principal Balance
of the Mortgage Loans specified in Section 10.01(a) relating to optional
termination of the Trust Fund without the consent of 100% of the Holders of
Certificates, (v) modify the provisions of this Section 11.01 amendment without
the consent of 100% of the Holders of Certificates, or (vi) terminate this
Agreement or the Trust Fund created hereunder other than as provided in Article
X hereof without the consent of 100% of the Holders of Certificates.
It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(c) Promptly after the execution of any amendment to this Agreement,
the Trustee shall furnish written notification of the substance of such
amendment to each Certificateholder and the Rating Agencies.
(d) Prior to the execution of any amendment to this Agreement, the
Trustee shall receive an Opinion of Counsel that any such amendment is
authorized by and permitted hereunder and that it will not cause an Adverse
REMIC Event.
SECTION 11.02 Recordation of Agreement; Counterparts.
(a) 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 Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere. Such recordation,
if any, shall be effected by the Servicer at its expense on direction of the
Trustee, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders of the Trust Fund.
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(b) 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 11.03 Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 11.04 Intention of Parties.
(a) It is the express intent of the Depositor, the Seller, the
Servicer and the Trustee that the conveyance by the Seller to the Depositor
pursuant to the Mortgage Loan Purchase Agreement and the conveyance by the
Depositor to the Trustee and by the Seller to the Trustee as provided for in
Section 2.01 of each of the Seller's and Depositor's right, title and interest
in and to the Mortgage Loans be, and be construed as, an absolute sale and
assignment by the Seller to the Depositor and by the Depositor to the Trustee of
the Mortgage Loans for the benefit of the Certificateholders. Further, it is not
intended that either conveyance be deemed to be a pledge of the Mortgage by the
Seller to the Depositor or by the Depositor to the Trustee to secure a debt or
other obligation. However, in the event that the Mortgage Loans are held to be
property of the Seller or the Depositor, or if for any reason the Mortgage Loan
Purchase Agreement or this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that (i) this Agreement
shall also be deemed to be a security agreement within the meaning of Articles 8
and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of
any other applicable jurisdiction; (ii) the conveyances provided for in Section
2.01 shall be deemed to be a grant by the Seller and the Depositor to the
Trustee on behalf of the Certificateholders, to secure payment in full of the
Secured Obligations (as defined below), of a security interest in all of the
Seller's and the Depositor's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related
insurance policies and all other documents in the related Mortgage Files, and
all accounts, general intangibles, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property consisting of the Trust Fund, arising from or
relating to (A) the Mortgage Loans, including with respect to each Mortgage
Loan, the Mortgage Note and related Mortgage, and all other documents in the
related Mortgage Files, and including any Replacement Mortgage Loans; (B) pool
insurance policies, hazard insurance policies and any bankruptcy bond relating
to the foregoing, if applicable; (C) the Certificate Account; (D) the Custodial
Account; (E) all amounts payable after the Cut-off Date to the holders of the
Mortgage Loans in accordance with the terms thereof; (F) all income, payments,
proceeds and products of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the
Certificate Account, whether in the form of cash, instruments, securities or
other property; and (G) all cash and non-cash proceeds of any of the foregoing;
(iii) the possession or control by the Trustee or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments,
money, documents, advices of credit, letters of credit, goods, certificated
securities or chattel paper shall be deemed to be possession or control by the
secured party, or possession or control by a purchaser, for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-305 or 9-115 thereof); and (iv)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed
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notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents of, or persons holding for, the Trustee, as
applicable, for the purpose of perfecting such security interest under
applicable law. "Secured Obligations" means (i) the rights of each
Certificateholder to be paid any amount owed to it under this Agreement, (ii)
all other obligations of the Seller and the Depositor under this Agreement and
the Mortgage Loan Purchase Agreement and (iii) the right of the
Certificateholders to the Mortgage Loans.
(b) The Seller and the Depositor, and, at the Depositor's direction,
the Servicer and the Trustee, shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans
and the other Trust Fund property described above, such security interest would
be deemed to be a perfected security interest of first priority as applicable.
The Servicer shall file, at its expense, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect the Trustee's security interest
in or lien on the Mortgage Loans, including without limitation (i) continuation
statements, (ii) such other statements as may be occasioned by any transfer of
any interest of the Servicer or the Depositor in any Mortgage Loan; and filings
necessary as a result in any change in the UCC.
SECTION 11.05 Notices.
In addition to other notices provided under this Agreement, the
Trustee shall notify the Rating Agencies in writing: (a) of any substitution of
any Mortgage Loan; (b) of the final payment of any amounts owing to a Class of
Certificates; (c) any Event of Default under this Agreement; and (d) in the
event any Mortgage Loan is repurchased in accordance with this Agreement.
All directions, demands and notices hereunder shall be in writing
(except where also required to be given telephonically) and shall be deemed to
have been duly given when received (i) in the case of the Depositor, Credit
Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue, New York, New
York 10010, Attention: President; (ii) in the case of the Trustee, Bank One,
National Association, 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois
60670-0126, Attention: Global trust Services or such other address as may
hereafter be furnished to the Depositor, the Seller and the Servicer in writing
by the Trustee; (iv) in the case of the Seller or Servicer, Washington Mutual
Bank, FA, 540 E. Main Street, Stockton, California 95290, Attention: Jess G.
Almanza and to 9451 Corbin Avenue, Northridge, California 91324, Attention:
Gabriel V. Barroso (with a copy to 9200 Oakdale Avenue, Chatsworth, California
91311, Attention: Fay L. Chapman, General Counsel); and (iv) in the case of the
Rating Agencies, Moody's Investors Service, 99 Church Street, New York, New York
10007, Attention: Mortgage-Backed Securities Rating Group and Duff & Phelps
Credit Rating Co. 17 State Street, New York, New York 10004, Attention: Mortgage
Backed Securities Ratings Group. Notices given by telecopy shall be deemed
received when request is confirmed by telephone. Notices of default are also
required to be given by registered mail. Notices to Certificateholders shall be
deemed given when mailed, first class postage prepaid.
SECTION 11.06 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.
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SECTION 11.07 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, 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 party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as provided herein, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby shall have given its written consent, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding; it being understood and intended, and being expressly covenanted by
each Certificateholder with every other Certificateholder and the Trustee, that
no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the 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 common benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section 11.07, each
and every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.
SECTION 11.08 Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.
-95-
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized all as of the th day of December, 1999.
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor
By: _____________________________
Name: Kari A. Skilbred
Title: Vice President
WASHINGTON MUTUAL BANK, FA,
as Seller and Servicer
By: _____________________________
Name:
Title: Vice President
BANK ONE, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Trustee
By: _____________________________
Name:
Title: Vice President
<PAGE>
STATE OF ILLINOIS )
: ss.:
COUNTY OF [ ] )
On this __th day of December, 1999, before me, personally appeared
[ ], known to me to be a Vice President of Bank One, National Association, the
national association that executed the within instrument, and also known to me
to be the person who executed it on behalf of said national association, and
acknowledged to me that such national association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __th day of December 1999, before me, personally appeared
Kari A. Skilbred, known to me to be a Vice President of Credit Suisse First
Boston Mortgage Securities Corp., one of the corporations that executed the
within instrument and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF WASHINGTON )
: ss.:
COUNTY OF [ ] )
On the __th day of December, 1999, before me, a Notary Public in and
for said State, personally appeared [ ], known to me to be a the [ ] of
Washington Mutual Bank, FA, the federally chartered savings association, that
executed the within instrument and also known to me to be the person who
executed it on behalf of said bank, and acknowledged to me that such bank
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WASHINGTON MUTUAL BANK, FA OR THE
TRUSTEE REFERRED TO BELOW, OR OF ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
NOT GUARANTEED OR INSURED BY ANY GOVERNMENT AGENCY OR INSTRUMENTALITY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 23, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ___% CPR (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___ OF OID PER
$1,000 OF INITIAL NOTIONAL AMOUNT, THE YIELD TO MATURITY IS _________% AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $0.__
PER $1,000 OF INITIAL NOTIONAL AMOUNT, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
A-1
<PAGE>
WASHINGTON MUTUAL BANK, FA. MORTGAGE-BACKED PASS-THROUGH
CERTIFICATE
SERIES 1999-WM2, CLASS [1 A] [1 A-P] [2 A] [2 A-P]
Evidencing an undivided interest in a Trust Fund whose assets consist of a pool
of fixed-rate mortgage loans secured by first liens on one- to four-family
residential real properties and certain other property held in trust transferred
by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
CUSIP______ $_______ INITIAL AGGREGATE CLASS
CLASS [1 A] [1 A-P]
[2 A] [2 A-P]
CERTIFICATE PRINCIPAL
BALANCE
Certificate No. [1 A] [1 A-P][2 $_______ INITIAL CERTIFICATE
A] [2 A-P]-___ PRINCIPAL BALANCE OF
THIS CERTIFICATE
First Distribution Date: Scheduled Final
January 19, 2000 Distribution Date:
November 19, 2014
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
beneficial interest in the Trust Fund referred to below consisting of a pool of
fixed-rate mortgage loans secured by first liens on one- to four-family
residential real properties (the "Mortgage Loans") and certain other property
held in trust transferred to the Trust Fund by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"), and certain related property. The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of December 1, 1999 (the "Agreement"), among the Depositor, Bank One, National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement) and Washington Mutual Bank, FA., as seller and servicer, a
summary of certain of the pertinent provisions of which is set forth herein.
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.
This Certificate is one of a duly authorized issue of certificates
by Credit Suisse First Boston Mortgage Securities Corp. designated as the
Washington Mutual Bank, FA Mortgage-Backed Pass-Through Certificates, Series
1999-WM2 (the "Certificates"), which is comprised of the following fourteen
Classes: Class 1 A, Class 1 A-P, Class 2 A, Class 2 A-P, Class 1 M-1, Class 1
M-2, Class 2 M-1, Class 2 M-2, Class M-3, Class B-1, Class B-2 Class B-3, Class
R-1 and Class R-2. Reference is hereby made to the Agreement for a statement of
the respective rights thereunder of the Depositor and the Trustee and the
Holders of the Certificates and the terms upon which the Certificates are
authenticated and delivered. This Certificate represents an interest in the
Trust Fund, which Trust Fund consists of, among other things, (i) the Mortgage
Loans and all distributions thereon payable after the Cut-off Date, net of
certain amounts in accordance with the provisions of the Agreement, (ii) REO
Property, (iii) the Certificate Account and the Custodial Account and all
amounts deposited therein pursuant to the applicable provisions of the
Agreement, net of any investment earnings thereon, (iv) the interest of the
Trust Fund in any insurance policies with respect to the Mortgage Loans, (v) the
rights of the Depositor assigned to the Trustee pursuant to Section 2.01 of the
Agreement, and (vi) all proceeds of the conversion, voluntary or involuntary, of
any of the foregoing into cash or other liquid property.
A-2
<PAGE>
This Class A Certificate represents a Percentage Interest equal to
the Initial Certificate Principal Balance of this Certificate divided by the
Initial Certificate Principal Balance of the Class [1 A] [1 A-P][2 A] [2 A-P]
Certificates, both as set forth above.
The Trustee shall distribute from the Certificate Account, to the
extent of available funds, on the 19th day of each month (each, a "Distribution
Date"), or if such day is not a Business Day, the next succeeding Business Day,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (each, a "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount of interest and principal, if any required to be
distributed to the Class [1 A] [1 A-P][2 A] [2 A-P] Certificates on such
Distribution Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
Distributions on this Certificate will be made by the Trustee by
check mailed to the address of the Holder hereof entitled thereto at the address
appearing in the Certificate Register or, if such Holder holds one or more of
this Class of Certificates with an aggregate initial Certificate Principal
Balance of at least $2,500,000 or all of the Certificates of this Class, by wire
transfer in immediately available funds to the account of such Certificateholder
designated in writing to the Trustee at least five Business Days prior to the
applicable Record Date. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of such final
distribution and only upon presentation and surrender of this Certificate at the
office or agency designated in such notice.
The Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Voting Rights aggregating not less than 66-2/3% of the
Voting Rights of all the Certificates; provided, however, that no such amendment
may (i) reduce in any manner the amount of, delay the timing of or change the
manner in which payments received on Mortgage Loans are required to be
distributed in respect of any Certificate without the consent of the Holder of
such Certificate, (ii) adversely affect in any material respect the interests of
the Holders of a Class of Certificates in a manner other than in (i) above
without the consent of the Holders of Certificates evidencing not less than
66-2/3% of the Voting Rights of such Class, (iii) reduce the aforesaid
percentages of Voting Rights, the holders of which are required to consent to
any such amendment, without the consent of 100% of the Holders of Certificates
of the Class affected thereby, (iv) change the percentage of the Principal
Balance of the Mortgage Loans specified in Section 10.01(a) of the Agreement
relating to optional termination of the Trust Fund without the consent of 100%
of the Holders of Certificates, (v) modify the provisions of Section 11.01 of
the Agreement without the consent of 100% of the Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created hereunder other than as
provided in Article X of the Agreement without the consent of 100% of the
Holders of Certificates. 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 herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the Depositor, the
Servicer, the Seller and the Trustee to amend certain terms and conditions set
forth in the Agreement without the consent of Holders of the Certificates. At
any time that any of the Class of Certificates are outstanding, 99% of all
Voting Rights will be allocated to the Holders of the Certificates (other than
the Class R Certificates), in proportion to their then outstanding Certificate
Principal Balances and 0.5% of all Voting
A-3
<PAGE>
Rights will be allocated to the Holders of the Class R-1 Certificates and 0.5%
of all Voting Rights will be allocated to the Holders of the Class R-2
Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency of the Trustee designated therefor, duly
endorsed by, or accompanied by a written instrument of transfer in a form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class and of authorized denominations, and for the same aggregate
interest in the Trust Fund will be issued to the designated transferee or
transferees.
The Class [1 A] [1 A-P][2 A] [2 A-P] Certificates will be issued in
fully registered form in minimum denominations of $25,000 Certificate Principal
Balance and in integral multiples of $1 in excess of such amount. As provided in
the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates of the same Class
and of authorized denominations evidencing a like aggregate Certificate
Principal Balance, as requested by the Holder surrendering the same.
No service charge will be made for such registrations of transfers
or exchanges, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Trustee and any agent of the Trustee may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent thereof shall be affected by notice to the contrary.
The obligations and responsibilities of the Servicer, the Seller,
Depositor and the Trustee created by the Agreement will terminate upon the
earlier of (a) the purchase by the Servicer from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates, or (b) the later of (i)
twelve months after the maturity of the last Mortgage Loan remaining in the
Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund and the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and (iii) the distributions to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. As provided in the
Agreement, the right to purchase all Mortgage Loans pursuant to clause (a) above
shall be conditioned upon the unpaid Principal Balances of such Mortgage Loans,
at the time of any such repurchase, aggregating less than or equal to 10% of the
aggregate Principal Balances thereof as of the Cut-off Date.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning. If the terms hereof are inconsistent with the
Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid or obligatory for any
purpose.
The recitals contained herein shall be taken as statements of the
Depositor and not of the Trustee. The Trustee assumes no responsibility for the
correctness of the statements contained in this Certificate and makes no
representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
A-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
BANK ONE, NATIONAL ASSOCIATION
solely as Trustee and not individually
By: __________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: _______________
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: __________________________________
Authorized Officer
A-5
<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, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of such
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the
same Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver such
Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________
_________________________________ ___________________________________________
Social Security or other Tax Signature by or on behalf of assignor
Identification No. of Assignee (signature must be signed as registered)
___________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to _____________________
__________________________________________________________, or if the aggregate
Initial Certificate Principal Balance of Certificates of this Class held by the
Holder is at least $2,500,000 or the Percentage Interest within such Class is
100%, and the Trustee shall have received appropriate wiring instructions in
accordance with the Agreement, by wire transfer in immediately available funds
to ___________________________________________________________________________
the account of, account number ___________. This information is provided by the
assignee named above, or its agent.
A-6
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 23, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ___% CPR (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___ OF OID PER
$1,000 OF INITIAL NOTIONAL AMOUNT, THE YIELD TO MATURITY IS _________% AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $0.__
PER $1,000 OF INITIAL NOTIONAL AMOUNT, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WASHINGTON MUTUAL BANK, FA OR THE
TRUSTEE REFERRED TO BELOW, OR OF ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
NOT GUARANTEED OR INSURED BY ANY GOVERNMENT AGENCY OR INSTRUMENTALITY.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE UNLESS THE TRANSFEREE PROVIDES EITHER A
CERTIFICATION PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE BY OR ON BEHALF OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW AND
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE.
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION,
B-1
<PAGE>
EACH AS DESCRIBED IN THE FOREGOING PARAGRAPH, SHALL BE REQUIRED, AND (II) THE
FOLLOWING CONDITIONS SHALL APPLY:
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE
REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR
INTEREST HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR
(B) SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST
PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR (II) IS A
COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY
LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE
SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON
THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 6.02(F) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE SERVICER, THE SELLER AND THE REMIC
TRUST FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES
INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
B-2
<PAGE>
WASHINGTON MUTUAL BANK, FA MORTGAGE-BACKED PASS-THROUGH
CERTIFICATE
SERIES 1999-WM2, CLASS [1 M-1] [1 M-2] [2 M-1] [2 M-2] [M-3]
Evidencing an undivided interest in the interest portion of a Trust Fund whose
assets consist of a pool of fixed-rate mortgage loans secured by first liens on
one- to four-family, residential real properties and certain other property held
in trust transferred by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
$_______ INITIAL AGGREGATE CLASS [1
M-1] [1 M-2] [2 M-1] [2 M-2]
[M-3] CERTIFICATE PRINCIPAL
BALANCE
Certificate No. [1 M-1] [1 M-2] 100% INITIAL CERTIFICATE PRINCIPAL
[2 M-1] [2 M-2] [M-3]-____ BALANCE OF THIS CERTIFICATE
First Distribution Date: Scheduled Final Distribution
January 19, 2000 Date: November 19, 2014
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
beneficial interest in the Trust Fund referred to below consisting of a pool of
fixed-rate mortgage loans secured by first liens on one- to four-family
residential real properties (the "Mortgage Loans") and certain other property
held in trust transferred to the Trust Fund by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"), and certain related property. The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of December 1, 1999 (the "Agreement"), among the Depositor, Bank One, National
Association, as trustee (the "Trustee", which term includes any successor entity
under the Agreement) and Washington Mutual Bank, FA., as seller and servicer, a
summary of certain of the pertinent provisions of which is set forth herein.
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.
This Certificate is one of a duly authorized issue of certificates
by Credit Suisse First Boston Mortgage Securities Corp. designated as the
Washington Mutual Bank, FA Mortgage-Backed Pass-Through Certificates, Series
1999-WM2 (the "Certificates"), which is comprised of the following fourteen
Classes: Class 1 A, Class 1 A-P, Class 2 A, Class 2 A-P, Class 1 M-1, Class 1
M-2, Class 2 M-1, Class 2 M-2, Class M-3, Class B-1, Class B-2 Class B-3, Class
R-1 and Class R-2. Reference is hereby made to the Agreement for a statement of
the respective rights thereunder of the Depositor and the Trustee and the
Holders of the Certificates and the terms upon which the Certificates are
authenticated and delivered. This Certificate represents an interest in the
Trust Fund, which Trust Fund consists of, among other things, (i) the Mortgage
Loans and all distributions thereon payable after the Cut-off Date, net of
certain amounts in accordance with the provisions of the Agreement, (ii) REO
Property, (iii) the Certificate Account and the Custodial Account and all
amounts deposited therein pursuant to the applicable provisions of the
Agreement, net of any investment earnings thereon, (iv) the interest of the
Trust Fund in any insurance policies with respect to the Mortgage Loans, (v) the
rights of the Depositor
B-3
<PAGE>
assigned to the Trustee pursuant to Section 2.01 of the Agreement, and (vi) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other liquid property.
This Class M Certificate represents a Percentage Interest equal to
the Initial Certificate Principal Balance of this Certificate divided by the
Initial Certificate Principal Balance of the Class [1 M-1] [1 M-2] [2 M-1] [2
M-2] [M-3] Certificates, both as set forth above.
The Trustee shall distribute from the Certificate Account, to the
extent of available funds, on the 19th day of each month (each, a "Distribution
Date"), or if such day is not a Business Day, the next succeeding Business Day,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (each, a "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount of interest and principal, if any required to be
distributed to the Class [1 M-1] [1 M-2] [2 M-1] [2 M-2] [M-3] Certificates on
such Distribution Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
Distributions on this Certificate will be made by the Trustee by
check mailed to the address of the Holder hereof entitled thereto at the address
appearing in the Certificate Register or, if such Holder holds all of the
Certificates of this Class, by wire transfer in immediately available funds to
the account of such Certificateholder designated in writing to the Trustee at
least five Business Days prior to the applicable Record Date. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice of the pendency of such final distribution and only upon presentation and
surrender of this Certificate at the office or agency designated in such notice.
The Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Voting Rights aggregating not less than 66-2/3% of the
Voting Rights of all the Certificates; provided, however, that no such amendment
may (i) reduce in any manner the amount of, delay the timing of or change the
manner in which payments received on Mortgage Loans are required to be
distributed in respect of any Certificate without the consent of the Holder of
such Certificate, (ii) adversely affect in any material respect the interests of
the Holders of a Class of Certificates in a manner other than in (i) above
without the consent of the Holders of Certificates evidencing not less than
66-2/3% of the Voting Rights of such Class, (iii) reduce the aforesaid
percentages of Voting Rights, the holders of which are required to consent to
any such amendment, without the consent of 100% of the Holders of Certificates
of the Class affected thereby, (iv) change the percentage of the Principal
Balance of the Mortgage Loans specified in Section 10.01(a) of the Agreement
relating to optional termination of the Trust Fund without the consent of 100%
of the Holders of Certificates, (v) modify the provisions of Section 11.01 of
the Agreement without the consent of 100% of the Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created hereunder other than as
provided in Article X of the Agreement without the consent of 100% of the
Holders of Certificates. 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 herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the Depositor, the
Servicer, the Seller and the Trustee to amend certain terms and conditions set
forth in the Agreement without the consent of Holders of the Certificates. At
any time that any of the Class of Certificates are outstanding,
B-4
<PAGE>
99% of all Voting Rights will be allocated to the Holders of the Certificates
(other than the Class R Certificates), in proportion to their then outstanding
Certificate Principal Balances and 0.5% of all Voting Rights will be allocated
to the Holders of the Class R-1 Certificates and 0.5% of all Voting Rights will
be allocated to the Holders of the Class R-2 Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency of the Trustee designated therefor, duly
endorsed by, or accompanied by a written instrument of transfer in a form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class and of authorized denominations, and for the same aggregate
interest in the Trust Fund will be issued to the designated transferee or
transferees.
The Class M Certificates will be issued in fully registered form in
minimum denominations of 25,000 Certificate Principal Balance and in integral
multiples of $1 in excess of such amount. As provided in the Agreement and
subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates of the same Class and of
authorized denominations evidencing a like aggregate Certificate Principal
Balance, as requested by the Holder surrendering the same.
No service charge will be made for such registrations of transfers
or exchanges, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Trustee and any agent of the Trustee may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent thereof shall be affected by notice to the contrary.
The obligations and responsibilities of the Servicer, the Seller,
Depositor and the Trustee created by the Agreement will terminate upon the
earlier of (a) the purchase by the Servicer from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates, or (b) the later of (i)
twelve months after the maturity of the last Mortgage Loan remaining in the
Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund and the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and (iii) the distributions to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. As provided in the
Agreement, the right to purchase all Mortgage Loans pursuant to clause (a) above
shall be conditioned upon the unpaid Principal Balances of such Mortgage Loans,
at the time of any such repurchase, aggregating less than or equal to 10% of the
aggregate Principal Balances thereof as of the Cut-off Date.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning. If the terms hereof are inconsistent with the
Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid or obligatory for any
purpose.
The recitals contained herein shall be taken as statements of the
Depositor and not of the Trustee. The Trustee assumes no responsibility for the
correctness of the statements contained in this Certificate and makes no
representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
B-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
BANK ONE, NATIONAL ASSOCIATION
solely as Trustee and not individually
By: __________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: _______________
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: __________________________________
Authorized Officer
B-6
<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, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of such
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the
same Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver such
Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________
_________________________________ ___________________________________________
Social Security or other Tax Signature by or on behalf of assignor
Identification No. of Assignee (signature must be signed as registered)
___________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to _____________________
_________________________________________________________, or if the Percentage
Interest within such Class is 100%, and the Trustee shall have received
appropriate wiring instructions in accordance with the Agreement, by wire
transfer in immediately available funds to ___________________________________
the account of , account number ______________________. This information is
provided by the assignee named above, or its agent.
B-7
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), 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 THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WASHINGTON MUTUAL BANK, FA OR THE
TRUSTEE REFERRED TO BELOW, OR OF ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
NOT GUARANTEED OR INSURED BY ANY GOVERNMENT AGENCY OR INSTRUMENTALITY.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 23, 1999. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ___% CPR (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___ OF OID PER
$1,000 OF INITIAL NOTIONAL AMOUNT, THE YIELD TO MATURITY IS _________% AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $0.__
PER $1,000 OF INITIAL NOTIONAL AMOUNT, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE UNLESS THE TRANSFEREE PROVIDES A
CERTIFICATION PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT THAT THE PURCHASE OF
THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE
LAW AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE.
C-1
<PAGE>
WASHINGTON MUTUAL BANK, FA MORTGAGE-BACKED PASS-THROUGH
CERTIFICATE
SERIES 1999-WM2, CLASS [B-1][B-2][B-3]
Evidencing an undivided interest in the interest portion of a Trust Fund whose
assets consist of a pool of fixed-rate mortgage loans secured by first liens on
one- to four-family, residential real properties and certain other property held
in trust transferred by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
$_____ INITIAL AGGREGATE CLASS
[B-1][B-2][B-3] CERTIFICATE
PRINCIPAL BALANCE
Certificate No. 100% INITIAL CERTIFICATE PRINCIPAL
[B-1][B-2][B-3]-___ BALANCE OF THIS CERTIFICATE
First Distribution Date: Scheduled Final Distribution
January 19, 2000 Date: November 19, 2014
THIS CERTIFIES THAT ___________________________________________ is
the registered owner of a beneficial interest in the Trust Fund referred to
below consisting of a pool of fixed-rate mortgage loans secured by first liens
on one- to four-family residential real properties (the "Mortgage Loans") and
certain other property held in trust transferred to the Trust Fund by Credit
Suisse First Boston Mortgage Securities Corp. (the "Depositor"), and certain
related property. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 1999 (the "Agreement"), among the
Depositor, Bank One, National Association, as trustee (the "Trustee", which term
includes any successor entity under the Agreement) and Washington Mutual Bank,
FA., as seller and servicer, a summary of certain of the pertinent provisions of
which is set forth herein. 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.
This Certificate is one of a duly authorized issue of certificates
by Credit Suisse First Boston Mortgage Securities Corp. designated as the
Washington Mutual Bank, FA Mortgage-Backed Pass-Through Certificates, Series
1999-WM2 (the "Certificates"), which is comprised of the following fourteen
Classes: Class 1 A, Class 1 A-P, Class 2 A, Class 2 A-P, Class 1 M-1, Class 1
M-2, Class 2 M-1, Class 2 M-2, Class M-3, Class B-1, Class B-2 Class B-3, Class
R-1 and Class R-2. Reference is hereby made to the Agreement for a statement of
the respective rights thereunder of the Depositor and the Trustee and the
Holders of the Certificates and the terms upon which the Certificates are
authenticated and delivered. This Certificate represents an interest in the
Trust Fund, which Trust Fund consists of, among other things, (i) the Mortgage
Loans and all distributions thereon payable after the Cut-off Date, net of
certain amounts in accordance with the provisions of the Agreement, (ii) REO
Property, (iii) the Certificate Account and the Custodial Account and all
amounts deposited therein pursuant to the applicable provisions of the
Agreement, net of any investment earnings thereon, (iv) the interest of the
Trust Fund in any insurance policies with respect to the Mortgage Loans, (v) the
rights of the Depositor
C-2
<PAGE>
assigned to the Trustee pursuant to Section 2.01 of the Agreement, and (vi) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other liquid property.
This Class B Certificate represents a Percentage Interest equal to
the Initial Certificate Principal Balance of this Certificate divided by the
Initial Certificate Principal Balance of the Class [B-1][B-2][B-3] Certificates,
both as set forth above.
The Trustee shall distribute from the Certificate Account, to the
extent of available funds, on the 19th day of each month (each, a Distribution
Date"), or if such day is not a Business Day, the next succeeding Business Day,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (each, a "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount of interest and principal, if any required to be
distributed to the Class [B-1][B-2][B-3] Certificates on such Distribution Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
Distributions on this Certificate will be made by the Trustee by
check mailed to the address of the Holder hereof entitled thereto at the address
appearing in the Certificate Register or, if such Holder holds all of the
Certificates of this Class, by wire transfer in immediately available funds to
the account of such Certificateholder designated in writing to the Trustee at
least five Business Days prior to the applicable Record Date. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice of the pendency of such final distribution and only upon presentation and
surrender of this Certificate at the office or agency designated in such notice.
The Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Voting Rights aggregating not less than 66-2/3% of the
Voting Rights of all the Certificates; provided, however, that no such amendment
may (i) reduce in any manner the amount of, delay the timing of or change the
manner in which payments received on Mortgage Loans are required to be
distributed in respect of any Certificate without the consent of the Holder of
such Certificate, (ii) adversely affect in any material respect the interests of
the Holders of a Class of Certificates in a manner other than in (i) above
without the consent of the Holders of Certificates evidencing not less than
66-2/3% of the Voting Rights of such Class, (iii) reduce the aforesaid
percentages of Voting Rights, the holders of which are required to consent to
any such amendment, without the consent of 100% of the Holders of Certificates
of the Class affected thereby, (iv) change the percentage of the Principal
Balance of the Mortgage Loans specified in Section 10.01(a) of the Agreement
relating to optional termination of the Trust Fund without the consent of 100%
of the Holders of Certificates, (v) modify the provisions of Section 11.01 of
the Agreement without the consent of 100% of the Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created hereunder other than as
provided in Article X of the Agreement without the consent of 100% of the
Holders of Certificates. 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 herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the Depositor, the
Servicer, the Seller and the Trustee to amend certain terms and conditions set
forth in the Agreement without the consent of Holders of the Certificates. At
any time that any of the Class of Certificates are outstanding, 99% of all
Voting Rights will be allocated to the Holders of the Certificates (other than
the Class R
C-3
<PAGE>
Certificates), in proportion to their then outstanding Certificate Principal
Balances and 0.5% of all Voting Rights will be allocated to the Holders of the
Class R-1 Certificates and 0.5% of all Voting Rights will be allocated to the
Holders of the Class R-2 Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency of the Trustee designated therefor, duly
endorsed by, or accompanied by a written instrument of transfer in a form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class and of authorized denominations, and for the same aggregate
interest in the Trust Fund will be issued to the designated transferee or
transferees.
The Class B Certificates will be issued in fully registered form in
minimum denominations of $100,000 Certificate Principal Balance and in integral
multiples of $1 in excess of such amount; provided, however, that one
Certificate of the Class B-3 Certificates may be issued in such other amount as
is required so that the aggregate of such Class of Certificates equals its
respective aggregate Certificate Principal Balance. As provided in the Agreement
and subject to certain limitations therein set forth, this Certificate is
exchangeable for one or more new Certificates of the same Class and of
authorized denominations evidencing a like aggregate Certificate Principal
Balance, as requested by the Holder surrendering the same.
No service charge will be made for such registrations of transfers
or exchanges, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Trustee and any agent of the Trustee may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent thereof shall be affected by notice to the contrary.
The obligations and responsibilities of the Servicer, the Seller,
Depositor and the Trustee created by the Agreement will terminate upon the
earlier of (a) the purchase by the Servicer from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates, or (b) the later of (i)
twelve months after the maturity of the last Mortgage Loan remaining in the
Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund and the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and (iii) the distributions to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. As provided in the
Agreement, the right to purchase all Mortgage Loans pursuant to clause (a) above
shall be conditioned upon the unpaid Principal Balances of such Mortgage Loans,
at the time of any such repurchase, aggregating less than or equal to 10% of the
aggregate Principal Balances thereof as of the Cut-off Date.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning. If the terms hereof are inconsistent with the
Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid or obligatory for any
purpose.
The recitals contained herein shall be taken as statements of the
Depositor and not of the Trustee. The Trustee assumes no responsibility for the
correctness of the statements contained in this Certificate and makes no
representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
C-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
BANK ONE, NATIONAL ASSOCIATION
solely as Trustee and not individually
By: __________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: _______________
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: __________________________________
Authorized Officer
C-5
<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, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of such
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the
same Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver such
Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________
_________________________________ ___________________________________________
Social Security or other Tax Signature by or on behalf of assignor
Identification No. of Assignee (signature must be signed as registered)
___________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to _____________________
_________________________________________________________, or if the Percentage
Interest within such Class is 100%, and the Trustee shall have received
appropriate wiring instructions in accordance with the Agreement, by wire
transfer in immediately available funds to ___________________________________
the account of , account number ______________________. This information is
provided by the assignee named above, or its agent.
C-6
<PAGE>
EXHIBIT D
FORM OF CLASS [R-1][R-2] CERTIFICATE
SOLELY 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 AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED
STATES PERSON.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WASHINGTON MUTUAL BANK, FA OR THE
TRUSTEE REFERRED TO BELOW, OR OF ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
NOT GUARANTEED OR INSURED BY ANY GOVERNMENT AGENCY OR INSTRUMENTALITY.
ANY SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS [R-1][R-2] CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
TRUSTEE TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH
TRANSFEREE IS NOT EITHER (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION
(OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT
FROM THE TAXES IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) AN ELECTING LARGE
PARTNERSHIP UNDER SECTION 775 OF THE CODE OR ANY ORGANIZATION DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, AND (3) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN REPRESENTATIONS AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS R
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
D-1
<PAGE>
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE.
WASHINGTON MUTUAL BANK, FA
MORTGAGE-BACKED PASS-THROUGH CERTIFICATE
SERIES 1999-WM2, CLASS [R-1][R-2]
Evidencing an undivided interest in a Trust Fund whose assets consist of a pool
of fixed-rate mortgage loans secured by first liens on one- to four-family,
residential real properties and certain other property held in trust transferred
by
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
CUSIP ______________ 100% PERCENTAGE INTEREST
REPRESENTED BY THIS
CERTIFICATE
Certificate No. [R-1][R-2]-____ Scheduled Final Distribution
First Distribution Date: Date: November 19, 2014
January 19, 2000
THIS CERTIFIES THAT _______________________________________ is the
registered owner of a beneficial interest in the Trust Fund referred to below
consisting of a pool of fixed-rate mortgage loans secured by first liens on one-
to four-family residential real properties (the "Mortgage Loans") and certain
other property held in trust transferred to the Trust Fund by Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor"), and certain related
property. The Trust Fund was created pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 1999 (the "Agreement"), among the Depositor,
Bank One, National Association, as trustee (the "Trustee", which term includes
any successor entity under the Agreement) and Washington Mutual Bank, FA., as
seller and servicer, a summary of certain of the pertinent provisions of which
is set forth herein. 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.
This Certificate is one of a duly authorized issue of certificates
by Credit Suisse First Boston Mortgage Securities Corp. designated as the
Washington Mutual Bank, FA Mortgage-Backed Pass-Through Certificates, Series
1999-WM2 (the "Certificates"), which is comprised of the following fourteen
Classes: Class 1 A, Class 1 A-P, Class 2 A, Class 2 A-P, Class 1 M-1, Class 1
M-2, Class 2 M-1, Class 2 M-2, Class M-3, Class B-1, Class B-2 Class B-3, Class
R-1 and Class R-2. Reference is hereby made to the Agreement for a statement of
the respective rights thereunder of the Depositor and the Trustee and the
Holders of the Certificates and the terms upon which the Certificates are
authenticated and delivered. This Certificate represents an interest in the
Trust Fund, which Trust Fund consists of, among other things, (i) the Mortgage
Loans and all distributions thereon payable after the Cut-off Date, net of
certain amounts in accordance with the provisions of the Agreement, (ii) REO
Property, (iii) the Certificate Account and the Custodial Account and all
amounts deposited therein pursuant to the applicable provisions of the
Agreement, net of any investment earnings thereon, (iv) the interest of the
Trust Fund in any insurance policies with respect to the Mortgage Loans, (v) the
rights of the Depositor
D-2
<PAGE>
assigned to the Trustee pursuant to Section 2.01 of the Agreement, and (vi) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other liquid property.
The Trustee shall distribute from the Certificate Account, to the
extent of available funds, on the 19th day of each month (each, a "Distribution
Date"), or it such day is not a Business Day, the next succeeding Business Day,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (each, a "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount of interest and principal, if any required to be
distributed to the Class [R-1][R-2] Certificates on such Distribution Date.
Not later than each Distribution Date, the Trustee will send to each
Certificateholder a statement containing information relating to the Mortgage
Loans and payments made to Certificateholders.
The Agreement permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Voting Rights aggregating not less than 66-2/3% of the
Voting Rights of all the Certificates; provided, however, that no such amendment
may (i) reduce in any manner the amount of, delay the timing of or change the
manner in which payments received on Mortgage Loans are required to be
distributed in respect of any Certificate without the consent of the Holder of
such Certificate, (ii) adversely affect in any material respect the interests of
the Holders of a Class of Certificates in a manner other than in (i) above
without the consent of the Holders of Certificates evidencing not less than
66-2/3% of the Voting Rights of such Class, (iii) reduce the aforesaid
percentages of Voting Rights, the holders of which are required to consent to
any such amendment, without the consent of 100% of the Holders of Certificates
of the Class affected thereby, (iv) change the percentage of the Principal
Balance of the Mortgage Loans specified in Section 10.01(a) of the Agreement
relating to optional termination of the Trust Fund without the consent of 100%
of the Holders of Certificates, (v) modify the provisions of Section 11.01 of
the Agreement without the consent of 100% of the Holders of Certificates, or
(vi) terminate the Agreement or the Trust Fund created hereunder other than as
provided in Article X of the Agreement without the consent of 100% of the
Holders of Certificates. 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 herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the Depositor, the
Servicer, the Seller and the Trustee to amend certain terms and conditions set
forth in the Agreement without the consent of Holders of the Certificates. At
any time that any of the Class of Certificates are outstanding, 99% of all
Voting Rights will be allocated to the Holders of the Certificates (other than
the Class R Certificates), in proportion to their then outstanding Certificate
Principal Balances and 0.5% of all Voting Rights will be allocated to the
Holders of the Class R-1 Certificates and 0.5% of all Voting Rights will be
allocated to the Holders of the Class R-2 Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable on the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency of the Trustee designated therefor, duly
endorsed by, or accompanied by a written instrument of transfer in a form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class and of authorized denominations, and for the same aggregate
interest in the Trust Fund will be issued to the designated transferee or
transferees.
D-3
<PAGE>
The Class [R-1][R-2] Certificates will be issued in fully registered
form in minimum Percentage Interests of 20% and integral multiples thereof. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates of the same
Class and of authorized Percentage Interests evidencing a like aggregate
Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for such registrations of transfers
or exchanges, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Trustee and any agent of the Trustee may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee nor any such agent thereof shall be affected by notice to the contrary.
Pursuant to the Agreement, the Depositor will make an election to
treat each Trust REMIC as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes. The Class R-1 Certificates will be the
"residual interest" in the Trust REMIC I, the Class R-2 Certificates will be the
"residual interest" in the Trust REMIC II and all other Classes of Certificates
will constitute the "regular interests" in the Trust REMIC II.
The obligations and responsibilities of the Servicer, the Seller,
Depositor and the Trustee created by the Agreement will terminate upon the
earlier of (a) the purchase by the Servicer from the Trust Fund of all remaining
Mortgage Loans and all property acquired in respect of such Mortgage Loans,
thereby effecting early retirement of the Certificates, or (b) the later of (i)
twelve months after the maturity of the last Mortgage Loan remaining in the
Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund and the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and (iii) the distributions to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. As provided in the
Agreement, the right to purchase all Mortgage Loans pursuant to clause (a) above
shall be conditioned upon the unpaid Principal Balances of such Mortgage Loans,
at the time of any such repurchase, aggregating less than or equal to 10% of the
aggregate Principal Balances thereof as of the Cut-off Date.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning. If the terms hereof are inconsistent with the
Agreement, the Agreement shall control.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid or obligatory for any
purpose.
The recitals contained herein shall be taken as statements of the
Depositor and not of the Trustee. The Trustee assumes no responsibility for the
correctness of the statements contained in this Certificate and makes no
representation as to the validity or sufficiency of the Agreement, this
Certificate, any Mortgage Loan or any related document.
D-4
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed under its corporate seal.
BANK ONE, NATIONAL ASSOCIATION
solely as Trustee and not individually
By: __________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
Date: _______________
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: __________________________________
Authorized Officer
D-5
<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, or
assignee) the undivided interest in the Trust Fund evidenced by the within
Certificate and hereby authorize(s) the transfer of registration of such
interest to the assignee on the Certificate Register.
I (we) further direct the Trustee to issue a new Certificate of the
same Class and of a like Initial Certificate Principal Balance and undivided
interest in the Trust Fund to the above-named assignee and to deliver such
Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________
_________________________________ ___________________________________________
Social Security or other Tax Signature by or on behalf of assignor
Identification No. of Assignee (signature must be signed as registered)
___________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Servicer:
Distribution shall be made by check mailed to _____________________
__________________________________________________________, or if the aggregate
Initial Certificate Principal Balance of Certificates of this Class held by the
Holder is at least $2,500,000 or the Percentage Interest within such Class is
100%, and the Trustee shall have received appropriate wiring instructions in
accordance with the Agreement, by wire transfer in immediately available funds
to ___________________________________________________________________________
the account of, account number ___________. This information is provided by the
assignee named above, or its agent.
D-6
<PAGE>
EXHIBIT E
SCHEDULE OF MORTGAGE LOANS
E-1
<PAGE>
<TABLE>
<CAPTION>
Group Loan ID Street City State Zip Code
<S> <C> <C> <C> <C> <C>
1 12222485 10909 OLCESE RD BAKERSFIELD CA 93308
1 12239091 284 MONTEREY DUNES WAY CASTROVILLE CA 95012
1 12239166 1114 WILDCAT CANYON PEBBLE BEACH CA 93955
1 12239414 170 CROWS NEST DR BOULDER CREEK CA 95006
1 12297222 59 BALBOA AVE SAN RAFAEL CA 94901
1 12297248 28 CARROLL CT SAN RAFAEL CA 94903
1 12298204 16 BLOSSOM DR SAN RAFAEL CA 94901
1 12846374 5471 ROCKLEDGE DR BUENA PARK CA 90621
1 12976247 7056 LOS TILOS RD LOS ANGELES CA 90068
1 13060298 627 MONTE VISTA AVE VENTURA CA 93003
1 13062534 554 LINCOLN DR VENTURA CA 93001
1 13206818 1499 BLAKE STREET DENVER CO 80202
1 13339452 5550 VIA VALLARTA YORBA LINDA CA 92687
1 13678446 5915 ALLEPPO LN PALMDALE CA 93551
1 13681721 19308 ITASCA ST LOS ANGELES CA 91324
1 13689781 19809 JOHN DR UNIT 414A CASTRO VALLEY CA 94546
1 13808605 22 HARROD CIRCLE SALINAS CA 93906
1 13808928 1946 WINDWARD LN NEWPORT BEACH CA 92660
1 13952452 110 OLIVE MILL LN SANTA BARBARA CA 93108
1 13986468 1214 MARGARITA DR FULLERTON CA 92633
1 13987052 11047 WAGNER ST CULVER CITY CA 90230
1 14170310 190 RANDOM WAY PLEASANT HILL CA 94523
1 14170344 4 HERRERA CT SAN ANSELMO CA 94960
1 14170419 3073 WINDMILL CANYON DR CLAYTON CA 94517
1 14549398 119 ANCHORAGE ST MARINA DEL REY CA 90292
1 14999577 5928 KILLARNEY CIRCLE SAN JOSE CA 95138
1 15019367 2633 W LAKE VAN NESS CIRC FRESNO CA 93711
1 15049315 22439 NEEDLES ST CHATSWORTH CA 91311
1 15059934 565 S BOYD DR KERMAN CA 93630
1 15061195 1573 HAPPY LN OJAI CA 93023
1 15070584 3137-3 NORIEGA ST SAN FRANCISCO CA 94116
1 15072119 3055 TROUSDALE DR BURLINGAME CA 94010
<CAPTION>
Group Loan ID Original Remaining Original Current Gross Servicing Fee First pay Current Original
Term Term Balance Balance Rate Rate Date P&I LTV
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12222485 180 170 299000.00 289214.16 6.87500 0.62500 3/1/1999 2666.64 69.53
1 12239091 180 168 375000.00 359880.37 6.62500 0.37500 1/1/1999 3292.48 72.12
1 12239166 180 168 311000.00 298833.84 7.00000 0.75000 1/1/1999 2795.36 62.20
1 12239414 180 169 253500.00 244347.25 6.87500 0.62500 2/1/1999 2260.85 69.45
1 12297222 180 169 319200.00 307435.41 6.62500 0.37500 2/1/1999 2802.56 80.00
1 12297248 180 170 270000.00 260978.57 6.62500 0.37500 3/1/1999 2370.58 65.85
1 12298204 180 171 291000.00 282452.97 6.87500 0.62500 4/1/1999 2595.30 66.90
1 12846374 180 161 490000.00 459033.13 7.00000 0.75000 6/1/1998 4404.26 72.06
1 12976247 180 174 440000.00 431548.54 7.00000 0.75000 7/1/1999 3954.84 42.93
1 13060298 180 172 371250.00 361483.76 6.75000 0.50000 5/1/1999 3285.23 75.00
1 13062534 180 174 300000.00 294114.40 6.75000 0.50000 7/1/1999 2654.73 45.45
1 13206818 180 172 449000.00 437311.36 6.87500 0.62500 5/1/1999 4004.43 74.83
1 13339452 180 168 332000.00 312142.80 6.62500 0.37500 1/1/1999 2914.94 87.37
1 13678446 180 163 418500.00 394975.39 7.00000 0.75000 8/1/1998 3761.60 87.74
1 13681721 180 168 241000.00 230972.86 6.37500 0.25000 1/1/1999 2082.84 78.50
1 13689781 180 170 283000.00 273720.19 7.00000 0.75000 3/1/1999 2543.68 78.61
1 13808605 180 168 280000.00 267249.41 6.37500 0.25000 1/1/1999 2419.90 80.00
1 13808928 180 168 342000.00 328490.41 6.87500 0.62500 1/1/1999 3050.14 60.00
1 13952452 180 168 650000.00 623524.07 6.50000 0.25000 1/1/1999 5662.20 50.19
1 13986468 180 168 269500.00 258634.10 6.62500 0.37500 1/1/1999 2366.19 72.84
1 13987052 180 169 400000.00 385408.18 6.75000 0.50000 2/1/1999 3539.64 75.47
1 14170310 180 168 270400.00 259608.61 6.75000 0.50000 1/1/1999 2392.80 80.00
1 14170344 180 168 400000.00 383872.38 6.62500 0.37500 1/1/1999 3511.98 53.33
1 14170419 180 169 265000.00 253143.11 6.87500 0.62500 2/1/1999 2363.41 68.83
1 14549398 180 168 341000.00 327529.93 6.87500 0.62500 1/1/1999 3041.22 47.03
1 14999577 180 168 373000.00 357806.15 6.50000 0.25000 1/1/1999 3249.23 71.05
1 15019367 180 168 500000.00 480045.54 6.75000 0.50000 1/1/1999 4424.55 66.67
1 15049315 180 168 332000.00 310590.37 6.75000 0.50000 1/1/1999 2937.90 80.00
1 15059934 180 168 305000.00 292817.20 6.75000 0.50000 1/1/1999 2698.97 72.62
1 15061195 180 171 330000.00 319958.55 6.75000 0.50000 4/1/1999 2920.20 58.41
1 15070584 180 167 366750.00 351170.12 7.00000 0.75000 12/1/1998 3296.45 75.00
1 15072119 180 169 275000.00 210720.58 7.00000 0.75000 2/1/1999 2471.78 43.31
<CAPTION>
Group Loan ID Appraisal Property Type Occupancy Purpose
Amount Code Code
<S> <C> <C> <C> <C> <C>
1 12222485 430000.00 Single Family Residence Primary Rate/Term Refinance
1 12239091 520000.00 Single Family Residence Second Purpose
1 12239166 500000.00 Single Family Residence Investor Rate/Term Refinance
1 12239414 365000.00 Single Family Residence Primary Cash-Out Refinance
1 12297222 399000.00 Single Family Residence Primary Rate/Term Refinance
1 12297248 410000.00 Single Family Residence Primary Purpose
1 12298204 435000.00 Single Family Residence Primary Rate/Term Refinance
1 12846374 680000.00 Single Family Residence Primary Rate/Term Refinance
1 12976247 1025000.00 Single Family Residence Primary Cash-Out Refinance
1 13060298 495000.00 Single Family Residence Primary Cash-Out Refinance
1 13062534 660000.00 Single Family Residence Primary Cash-Out Refinance
1 13206818 600000.00 Condominium Primary Rate/Term Refinance
1 13339452 380000.00 Single Family Residence Primary Rate/Term Refinance
1 13678446 477000.00 Single Family Residence Primary Purpose
1 13681721 307000.00 Single Family Residence Primary Rate/Term Refinance
1 13689781 360000.00 Condominium Primary Rate/Term Refinance
1 13808605 350000.00 Single Family Residence Primary Rate/Term Refinance
1 13808928 570000.00 Single Family Residence Second Rate/Term Refinance
1 13952452 1295000.00 Single Family Residence Primary Rate/Term Refinance
1 13986468 370000.00 Single Family Residence Primary Rate/Term Refinance
1 13987052 530000.00 Single Family Residence Primary Rate/Term Refinance
1 14170310 338000.00 Single Family Residence Primary Rate/Term Refinance
1 14170344 750000.00 Single Family Residence Primary Rate/Term Refinance
1 14170419 385000.00 Single Family Residence Primary Cash-Out Refinance
1 14549398 725000.00 2-Family Primary Rate/Term Refinance
1 14999577 525000.00 Single Family Residence Primary Rate/Term Refinance
1 15019367 750000.00 Single Family Residence Primary Rate/Term Refinance
1 15049315 415000.00 Single Family Residence Primary Rate/Term Refinance
1 15059934 420000.00 Single Family Residence Primary Rate/Term Refinance
1 15061195 565000.00 Single Family Residence Primary Cash-Out Refinance
1 15070584 489000.00 2-Family Investor Purpose
1 15072119 635000.00 Single Family Residence Primary Cash-Out Refinance
</TABLE>
<PAGE>
<TABLE>
<C> <C> <C> <C> <C> <C>
1 15075138 8942 BAYWOOD DR HUNTINGTON BEACH CA 92646
1 15144090 21000 FOXHOLLOW DR YORBA LINDA CA 92886
1 15170699 172 S STARLIGHT DR ANAHEIM CA 92807
1 15172158 4065 PEPPER AVE YORBA LINDA CA 92886
1 15174642 30505 COUNTRY CLUB DR REDLANDS CA 92373
1 15184609 4930 S VERDUN AVE LOS ANGELES AREA CA 90043
1 15304892 5616 N KOLMAR AVE CHICAGO IL 60646
1 15307788 4160 HAYVENHURST DR ENCINO CA 91436
1 15314131 984 THATCHER DR LOS ALTOS CA 94024
1 15314768 341 YERBA BUENA AVE LOS ALTOS CA 94022
1 15317605 51 LOS FELIS DR POMONA CA 91766
1 15320096 1651 MONTANA RANCH RD CORONA CA 91720
1 15320492 29190 RIDGELINE CT TEMECULA CA 92590
1 15321193 18018 LAKE ENCINO DR LOS ANGELES CA 91316
1 15333313 2109 BEVERWIL DR LOS ANGELES CA 90034
1 15343866 882 PAYNE CT SUNNYVALE CA 94087
1 15351216 3255 MILLIKIN AVE SAN DIEGO CA 92122
1 15351406 3841 VIA DE REPOSO RANCHO SANTA FE CA 92067
1 15351760 5392 VIA ALCAZAR SAN DIEGO CA 92111
1 15357189 1415 E SYCAMORE AVE EL SEGUNDO CA 90245
1 15357726 2960 SUNSET VIEW SIGNAL HILL CA 90804
1 15485840 11968 LOUISE AVE GRANADA HILLS AREA CA 91344
1 15567647 2424 GOUGH ST SAN FRANCISCO CA 94123
1 15579212 10 LAYMAN CT WALNUT CREEK CA 94596
1 15581341 665 E SUNSET DR REDLANDS CA 92373
1 15590730 6400 RIDGEWOOD DR CASTRO VALLEY CA 94552
1 15595135 20690 CANYON VIEW DR SARATOGA CA 95070
1 15595523 13259 PORTOFINO DR DEL MAR CA 92014
1 15604721 33 ROLLIN VIEW LN FALLBROOK CA 92028
1 15654999 22355 ALGUNAS RD WOODLAND HILLS CA 91364
1 16359580 5301 EDGEWARE DR CALABASAS CA 91301
1 16359820 711 CLEAR HAVEN DR AGOURA CA 91301
1 16359945 43 CERRO CREST DR CAMARILLO CA 93010
1 16361875 851 GENEVIEVE PL PLEASANTON CA 94566
1 16370991 7513 CELATA CT SAN CA 92129
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 15075138 180 170 337500.00 323066.30 7.00000 0.75000 3/1/1999 3033.55 75.00
1 15144090 180 168 315000.00 299701.70 7.00000 0.75000 1/1/1999 2831.31 74.12
1 15170699 180 171 480000.00 437671.43 6.87500 0.62500 4/1/1999 4280.90 56.47
1 15172158 180 173 280000.00 273640.37 6.87500 0.62500 6/1/1999 2497.19 44.44
1 15174642 180 173 464000.00 453124.29 6.50000 0.25000 6/1/1999 4041.94 80.00
1 15184609 180 175 330000.00 324620.07 6.75000 0.50000 8/1/1999 2920.20 72.53
1 15304892 180 172 300000.00 291941.90 6.50000 0.25000 5/1/1999 2613.32 75.00
1 15307788 180 168 393000.00 372039.49 6.62500 0.37500 1/1/1999 3450.52 54.97
1 15314131 180 170 520000.00 503156.82 7.00000 0.75000 3/1/1999 4673.91 67.10
1 15314768 180 172 500000.00 486569.79 6.50000 0.25000 5/1/1999 4355.54 52.63
1 15317605 180 167 250000.00 228398.52 6.37500 0.25000 12/1/1998 2160.63 64.94
1 15320096 180 174 376500.00 368956.43 6.50000 0.25000 7/1/1999 3279.72 87.56
1 15320492 180 173 455000.00 444622.01 6.87500 0.62500 6/1/1999 4057.94 70.00
1 15321193 180 170 420000.00 406395.91 7.00000 0.75000 3/1/1999 3775.08 52.50
1 15333313 180 168 295000.00 283226.94 6.75000 0.50000 1/1/1999 2610.48 59.00
1 15343866 180 168 325000.00 311896.34 6.62500 0.37500 1/1/1999 2853.48 44.83
1 15351216 180 168 290000.00 278544.45 6.87500 0.62500 1/1/1999 2586.38 62.63
1 15351406 180 169 369000.00 355539.01 6.75000 0.50000 2/1/1999 3265.32 71.65
1 15351760 180 169 260710.00 251393.59 7.00000 0.75000 2/1/1999 2343.34 86.90
1 15357189 180 170 560000.00 541671.95 6.87500 0.62500 3/1/1999 4994.38 80.00
1 15357726 180 168 255000.00 244227.51 6.12500 0.25000 1/1/1999 2169.09 78.46
1 15485840 180 169 338000.00 325284.85 6.37500 0.25000 2/1/1999 2921.17 64.38
1 15567647 180 168 430000.00 412662.89 6.62500 0.37500 1/1/1999 3775.37 28.67
1 15579212 180 169 281000.00 270643.39 6.62500 0.37500 2/1/1999 2467.16 74.93
1 15581341 180 169 277000.00 266256.83 6.00000 0.25000 2/1/1999 2337.48 75.89
1 15590730 180 169 270000.00 260251.46 6.87500 0.62500 2/1/1999 2408.01 77.14
1 15595135 180 171 426000.00 411351.74 6.62500 0.37500 4/1/1999 3740.25 50.12
1 15595523 180 169 252000.00 242616.53 6.50000 0.25000 2/1/1999 2195.19 77.54
1 15604721 180 169 618750.00 596639.22 7.00000 0.75000 2/1/1999 5561.50 75.00
1 15654999 180 168 260500.00 249780.85 6.37500 0.25000 1/1/1999 2251.37 75.07
1 16359580 180 168 243750.00 234022.18 6.75000 0.50000 1/1/1999 2156.97 75.00
1 16359820 180 169 268800.00 258994.26 6.75000 0.50000 2/1/1999 2378.64 79.06
1 16359945 180 172 450000.00 438407.55 7.00000 0.75000 5/1/1999 4044.73 64.29
1 16361875 180 170 398000.00 384973.99 6.87500 0.62500 3/1/1999 3549.58 75.81
1 16370991 180 170 312000.00 211634.78 6.37500 0.25000 3/1/1999 2696.46 80.00
<CAPTION>
<S> <C> <C> <C> <C> <C>
1 15075138 450000.00 Single Family Residence Primary Cash-Out Refinance
1 15144090 425000.00 Single Family Residence Primary Cash-Out Refinance
1 15170699 850000.00 Single Family Residence Primary Rate/Term Refinance
1 15172158 630000.00 Single Family Residence Primary Cash-Out Refinance
1 15174642 580000.00 Single Family Residence Primary Purpose
1 15184609 455000.00 Single Family Residence Primary Rate/Term Refinance
1 15304892 400000.00 Single Family Residence Primary Cash-Out Refinance
1 15307788 715000.00 Single Family Residence Primary Rate/Term Refinance
1 15314131 775000.00 Single Family Residence Primary Cash-Out Refinance
1 15314768 950000.00 Single Family Residence Primary Cash-Out Refinance
1 15317605 385000.00 Single Family Residence Primary Rate/Term Refinance
1 15320096 430000.00 Single Family Residence Primary Rate/Term Refinance
1 15320492 650000.00 Single Family Residence Primary Cash-Out Refinance
1 15321193 800000.00 Single Family Residence Primary Cash-Out Refinance
1 15333313 500000.00 Single Family Residence Primary Rate/Term Refinance
1 15343866 725000.00 Single Family Residence Primary Rate/Term Refinance
1 15351216 463000.00 Single Family Residence Primary Rate/Term Refinance
1 15351406 515000.00 Single Family Residence Primary Rate/Term Refinance
1 15351760 300000.00 Single Family Residence Primary Purpose
1 15357189 700000.00 Single Family Residence Primary Cash-Out Refinance
1 15357726 325000.00 Single Family Residence Primary Rate/Term Refinance
1 15485840 525000.00 Single Family Residence Primary Rate/Term Refinance
1 15567647 1500000.00 3-Family Primary Cash-Out Refinance
1 15579212 375000.00 Single Family Residence Primary Cash-Out Refinance
1 15581341 365000.00 Single Family Residence Primary Purpose
1 15590730 350000.00 Single Family Residence Primary Rate/Term Refinance
1 15595135 850000.00 Single Family Residence Primary Cash-Out Refinance
1 15595523 325000.00 Single Family Residence Primary Rate/Term Refinance
1 15604721 825000.00 Single Family Residence Primary Cash-Out Refinance
1 15654999 347000.00 Single Family Residence Primary Rate/Term Refinance
1 16359580 325000.00 Single Family Residence Primary Cash-Out Refinance
1 16359820 340000.00 Single Family Residence Primary Rate/Term Refinance
1 16359945 700000.00 Single Family Residence Primary Cash-Out Refinance
1 16361875 525000.00 Single Family Residence Primary Rate/Term Refinance
1 16370991 390000.00 Single Family Residence Primary Purpose
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
1 16464885 17 RAMADA IRVINE CA 92620
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 16464885 180 167 400000.00 382121.15 6.37500 0.25000 12/1/1998 3457.00 74.77
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<CAPTION>
<S> <C> <C> <C> <C> <C>
1 16464885 535000.00 Single Family Residence Primary Cash-Out Refinance
1 16465114 1850000.00 Single Family Residence Primary Cash-Out Refinance
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1 16478919 450000.00 Single Family Residence Primary Rate/Term Refinance
1 16483133 444000.00 Single Family Residence Primary Cash-Out Refinance
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1 16552291 475000.00 Single Family Residence Second Rate/Term Refinance
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<PAGE>
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 16908311 180 166 650000.00 619254.00 6.62500 0.37500 11/1/1998 5706.96 59.09
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<CAPTION>
<S> <C> <C> <C> <C> <C>
1 16908311 1100000.00 Single Family Residence Primary Rate/Term Refinance
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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<CAPTION>
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<CAPTION>
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<CAPTION>
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<CAPTION>
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<CAPTION>
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1 18717926 180 168 250000.00 239607.92 6.25000 0.25000 1/1/1999 2143.56 40.00
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<CAPTION>
<S> <C> <C> <C> <C> <C>
1 18717926 625000.00 Single Family Residence Primary Rate/Term Refinance
1 18743922 445000.00 Single Family Residence Primary Rate/Term Refinance
1 18745349 385000.00 Single Family Residence Primary Purpose
1 18745679 730000.00 Single Family Residence Second Rate/Term Refinance
1 18747733 1100000.00 Single Family Residence Primary Rate/Term Refinance
1 18754424 420000.00 Single Family Residence Primary Rate/Term Refinance
1 18765164 510000.00 Single Family Residence Primary Rate/Term Refinance
1 18765222 380000.00 Single Family Residence Primary Rate/Term Refinance
1 18766246 430000.00 Single Family Residence Primary Rate/Term Refinance
1 18807297 710000.00 Single Family Residence Primary Cash-Out Refinance
1 18818005 790000.00 Single Family Residence Primary Rate/Term Refinance
1 18824383 650000.00 Single Family Residence Primary Rate/Term Refinance
1 18824714 680000.00 Single Family Residence Primary Rate/Term Refinance
1 18824748 950000.00 Single Family Residence Primary Rate/Term Refinance
1 18834051 450000.00 Single Family Residence Primary Cash-Out Refinance
1 18834416 590000.00 Single Family Residence Primary Cash-Out Refinance
1 18834739 2150000.00 Single Family Residence Primary Rate/Term Refinance
1 18835082 765000.00 Single Family Residence Primary Cash-Out Refinance
1 18840900 585000.00 Condominium Primary Purpose
1 18841569 340000.00 Single Family Residence Primary Rate/Term Refinance
1 18846949 975000.00 Single Family Residence Second Purpose
1 18849919 650000.00 Single Family Residence Second Purpose
1 18855577 355000.00 Single Family Residence Primary Rate/Term Refinance
1 18862433 525000.00 Single Family Residence Primary Cash-Out Refinance
1 18867002 475000.00 Single Family Residence Primary Cash-Out Refinance
1 18867499 975000.00 Single Family Residence Primary Rate/Term Refinance
1 18867895 1700000.00 Single Family Residence Primary Cash-Out Refinance
1 18868174 875000.00 Single Family Residence Primary Rate/Term Refinance
1 18868430 1050300.00 Single Family Residence Primary Rate/Term Refinance
1 18868547 461000.00 Single Family Residence Primary Cash-Out Refinance
1 18868794 540000.00 Single Family Residence Primary Cash-Out Refinance
1 18869594 565000.00 Single Family Residence Primary Rate/Term Refinance
1 18874107 415000.00 Single Family Residence Primary Rate/Term Refinance
1 18875518 500000.00 Single Family Residence Primary Rate/Term Refinance
1 18876599 550000.00 Single Family Residence Primary Cash-Out Refinance
</TABLE>
<PAGE>
<TABLE>
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1 18892190 5300 PENNY LN PLEASANTON CA 94588
1 18892885 1306 MASTERSON LN LAFAYETTE CA 94549
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1 18894329 5119 EASTBOURNE DR SAN JOSE CA 95138
1 18894451 192 LEEWARD CT VALLEJO CA 94591
1 18895060 101 LACKLAND CT ALAMO CA 94507
1 18917864 1516 SINALOA DR SANTA BARBARA CA 93108
1 18921288 2675 FINI DR MILFORD MI 48380
1 18943738 2667 KEPPLER DR SAN JOSE CA 95148
1 18943985 47 WATERSIDE CIRCLE REDWOOD CITY CA 94065
1 18951632 21119 TULSA ST CHATSWORTH CA 91311
1 18952309 19215 WOODLANDS LN HUNTINGTON BEACH CA 92648
1 19015734 1312 CARLTON PL LIVERMORE CA 94550
1 19022615 957 COTTRELL WAY STANFORD CA 94305
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1 19064666 1011 KIMSWICK MANOR CT BALLWIN MO 63011
1 19073972 634 EUCLID ST SANTA MONICA CA 90402
1 19075324 5165 OCEAN VIEW BLVD LA CANADA CA 91011
1 19082957 2600 ISLAND BLVD UNIT 305 AVENTURA FL 33160
1 19106756 4235 COLBATH AVE LOS ANGELES CA 91423
1 19117464 1099 FIRST ST UNIT 223 CORONADO CA 92118
1 19118892 226 W 25TH AVE SAN MATEO CA 94403
1 19120484 2020 STRAND RD WALNUT CREEK CA 94596
1 19134204 2030 GLENDALE AVE NORTHBROOK IL 60062
1 19165232 1716 MOUNTAIN CHARLIE RD LOS GATOS CA 95030
1 19191352 2537 RALEIGH WAY EL DORADO HILL CA 95762
1 19191428 3127 COWAN CIRCLE SACRAMENTO CA 95821
1 19197862 1210 LAKE ST MILLBRAE CA 94030
1 19198480 3929 WINKLE AVE SANTA CRUZ CA 95065
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 18892190 180 172 550000.00 534988.99 6.75000 0.50000 5/1/1999 4867.00 47.83
1 18892885 180 172 270000.00 262971.19 6.87500 0.62500 5/1/1999 2408.01 55.67
1 18893099 180 174 400000.00 392152.53 6.75000 0.50000 7/1/1999 3539.64 60.61
1 18894329 180 174 400000.00 392235.01 6.87500 0.62500 7/1/1999 3567.42 50.96
1 18894451 180 173 313400.00 306281.73 6.87500 0.62500 6/1/1999 2795.07 94.97
1 18895060 180 174 320000.00 313781.94 6.87500 0.62500 7/1/1999 2853.93 48.48
1 18917864 180 172 510000.00 488008.98 6.87500 0.62500 5/1/1999 4548.46 56.67
1 18921288 180 168 322500.00 308900.51 6.62500 0.37500 1/1/1999 2831.53 75.00
1 18943738 180 171 260000.00 251649.25 6.25000 0.25000 4/1/1999 2229.30 72.22
1 18943985 180 171 456000.00 442183.08 6.50000 0.25000 4/1/1999 3972.25 80.00
1 18951632 180 168 337000.00 323550.80 6.75000 0.50000 1/1/1999 2982.14 69.48
1 18952309 180 168 650000.00 624586.37 7.00000 0.75000 1/1/1999 5842.38 73.45
1 19015734 180 170 413000.00 399049.35 6.50000 0.25000 3/1/1999 3597.67 64.03
1 19022615 180 173 525000.00 513200.66 7.00000 0.75000 6/1/1999 4718.85 61.05
1 19022813 180 173 322000.00 314531.18 6.62500 0.37500 6/1/1999 2827.14 71.56
1 19064666 180 168 470000.00 444351.28 6.62500 0.37500 1/1/1999 4126.57 68.12
1 19073972 180 171 360000.00 349204.25 6.62500 0.37500 4/1/1999 3160.78 37.31
1 19075324 180 171 449600.00 435976.98 6.50000 0.25000 4/1/1999 3916.50 80.00
1 19082957 180 173 600000.00 586372.15 6.87500 0.62500 6/1/1999 5351.13 80.00
1 19106756 180 173 256000.00 250185.43 6.87500 0.62500 6/1/1999 2283.15 72.11
1 19117464 180 173 298000.00 291231.48 6.87500 0.62500 6/1/1999 2657.73 66.97
1 19118892 180 168 325000.00 312161.86 6.87500 0.62500 1/1/1999 2898.53 67.01
1 19120484 180 168 262000.00 251543.92 6.75000 0.50000 1/1/1999 2318.46 59.28
1 19134204 180 168 280000.00 268709.22 6.75000 0.50000 1/1/1999 2477.75 60.87
1 19165232 180 172 277000.00 269636.75 6.62500 0.37500 5/1/1999 2432.04 55.40
1 19191352 180 173 328400.00 320941.03 6.87500 0.62500 6/1/1999 2928.85 89.97
1 19191428 180 172 247200.00 240697.05 6.75000 0.50000 5/1/1999 2187.50 76.06
1 19197862 180 168 805000.00 773201.00 6.87500 0.62500 1/1/1999 7179.43 70.00
1 19198480 180 168 296000.00 278731.56 6.50000 0.25000 1/1/1999 2578.48 77.89
1 19198670 180 168 532000.00 498517.47 6.87500 0.62500 1/1/1999 4744.67 56.90
1 19198837 180 169 285000.00 274387.67 6.50000 0.25000 2/1/1999 2482.66 71.25
1 19198878 180 168 650000.00 621485.94 6.75000 0.50000 1/1/1999 5751.91 63.41
1 19199082 180 168 305000.00 292449.76 6.37500 0.25000 1/1/1999 2635.96 76.25
1 19199611 180 169 615000.00 592795.10 6.87500 0.62500 2/1/1999 5484.90 69.89
1 19199678 180 169 410750.00 391111.48 6.75000 0.50000 2/1/1999 3634.77 69.62
<CAPTION>
<S> <C> <C> <C> <C> <C>
1 18892190 1150000.00 Single Family Residence Primary Rate/Term Refinance
1 18892885 485000.00 Single Family Residence Primary Cash-Out Refinance
1 18893099 660000.00 Single Family Residence Primary Purpose
1 18894329 785000.00 Single Family Residence Primary Rate/Term Refinance
1 18894451 330000.00 Single Family Residence Primary Purpose
1 18895060 660000.00 Single Family Residence Primary Rate/Term Refinance
1 18917864 900000.00 Single Family Residence Primary Rate/Term Refinance
1 18921288 430000.00 Single Family Residence Primary Rate/Term Refinance
1 18943738 360000.00 Single Family Residence Primary Cash-Out Refinance
1 18943985 570000.00 Single Family Residence Primary Rate/Term Refinance
1 18951632 485000.00 Single Family Residence Primary Rate/Term Refinance
1 18952309 885000.00 Single Family Residence Primary Cash-Out Refinance
1 19015734 645000.00 Single Family Residence Primary Cash-Out Refinance
1 19022615 860000.00 Single Family Residence Primary Cash-Out Refinance
1 19022813 450000.00 Single Family Residence Primary Rate/Term Refinance
1 19064666 690000.00 Single Family Residence Primary Cash-Out Refinance
1 19073972 965000.00 Single Family Residence Primary Cash-Out Refinance
1 19075324 562000.00 Single Family Residence Primary Purpose
1 19082957 750000.00 Condominium Second Purpose
1 19106756 355000.00 Single Family Residence Primary Rate/Term Refinance
1 19117464 445000.00 Condominium Second Rate/Term Refinance
1 19118892 485000.00 Single Family Residence Primary Cash-Out Refinance
1 19120484 442000.00 Single Family Residence Primary Cash-Out Refinance
1 19134204 460000.00 Single Family Residence Primary Rate/Term Refinance
1 19165232 500000.00 Single Family Residence Primary Cash-Out Refinance
1 19191352 365000.00 Single Family Residence Primary Rate/Term Refinance
1 19191428 325000.00 Single Family Residence Primary Purpose
1 19197862 1150000.00 Single Family Residence Primary Cash-Out Refinance
1 19198480 380000.00 Single Family Residence Primary Rate/Term Refinance
1 19198670 935000.00 Single Family Residence Primary Cash-Out Refinance
1 19198837 400000.00 Single Family Residence Primary Rate/Term Refinance
1 19198878 1025000.00 Single Family Residence Primary Cash-Out Refinance
1 19199082 400000.00 Single Family Residence Primary Rate/Term Refinance
1 19199611 880000.00 Single Family Residence Primary Rate/Term Refinance
1 19199678 590000.00 Single Family Residence Primary Rate/Term Refinance
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
1 19200765 116 BELVUE DR LOS GATOS CA 95032
1 19202332 14401 QUITO RD SARATOGA CA 95070
1 19203165 14761 GRANITE WAY SARATOGA CA 95070
1 19204619 10325 THE BOOM RD MENDOCINO CA 95460
1 19207067 1835 ELMWOOD HIGHLAND PARK IL 60035
1 19276484 556 VINCENTE AVE BERKELEY CA 94707
1 19276948 3878 GROVE AVE PALO ALTO CA 94303
1 19277870 1887 ST NORBORT DR DANVILLE CA 94526
1 19297548 142 N CITRUS AVE LOS ANGELES CA 90036
1 19316629 44826 DORAL DR INDIAN WELLS CA 92210
1 19319151 24035 BINGHAM CT BINGHAM FARMS MI 48025
1 19322924 2030 INTRACOASTAL DR FORT LAUDERDALE FL 33305
1 19375427 1958 PORT EDWARD PL NEWPORT BEACH CA 92660
1 19379353 1287 OZETA TERRACE LOS ANGELES CA 90069
1 19386119 763 DANFORTH TERRACE SUNNYVALE CA 94087
1 19409606 6997 E PARADISE RANCH RD PARADISE VALLEY AZ 85253
1 19416197 1600 VOLTZ RD NORTHBROOK IL 60062
1 19422948 2610 CHAUCER PL THOUSAND OAKS CA 91362
1 19423367 10762 WRIGHTWOOD LN STUDIO CITY CA 91604
1 19432137 786 WINTHROP RD SAN MARINO CA 91108
1 19432392 15281 METROPOL DR HACIENDA HEIGHTS CA 91745
1 19432509 19059 E LEADORA AVE GLENDORA CA 91741
1 19433275 3322 BARNES CIRCLE GLENDALE CA 91208
1 19433556 20623 CRESTLINE DR DIAMOND BAR CA 91765
1 19436047 7791 SW 68TH TERRACE MIAMI FL 33143
1 19452192 13726 CREEKSIDE PL DALLAS TX 75240
1 19462043 369 MESA WAY LA JOLLA CA 92037
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1 19471416 1716 COMSTOCK DR WALNUT CREEK CA 94594
1 19473503 4195 ARDEN WAY SAN DIEGO CA 92103
1 19476068 3968 S AMES WAY DENVER CO 80235
1 19478510 31 SANFORD RD COLORADO SPRINGS CO 80906
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 19200765 180 168 341700.00 327923.09 6.62500 0.37500 1/1/1999 3000.10 54.24
1 19202332 180 168 411000.00 394764.78 6.87500 0.62500 1/1/1999 3665.52 32.88
1 19203165 180 169 365000.00 351956.92 7.00000 0.75000 2/1/1999 3280.72 21.79
1 19204619 180 174 311250.00 305013.78 6.50000 0.25000 7/1/1999 2711.32 75.00
1 19207067 180 168 297500.00 285748.17 6.87500 0.62500 1/1/1999 2653.27 69.19
1 19276484 180 168 300000.00 287904.33 6.62500 0.37500 1/1/1999 2633.98 37.50
1 19276948 180 168 310000.00 297754.41 6.87500 0.62500 1/1/1999 2764.75 37.35
1 19277870 180 169 260000.00 250709.05 7.00000 0.75000 2/1/1999 2336.95 55.91
1 19297548 180 169 525000.00 506044.50 6.87500 0.62500 2/1/1999 4682.24 70.00
1 19316629 180 173 380000.00 371369.02 6.87500 0.62500 6/1/1999 3389.05 73.79
1 19319151 180 168 650000.00 623792.70 6.62500 0.37500 1/1/1999 5706.96 69.74
1 19322924 180 172 310000.00 298262.40 6.87500 0.62500 5/1/1999 2764.75 67.39
1 19375427 180 170 518000.00 501221.57 7.00000 0.75000 3/1/1999 4655.93 70.00
1 19379353 180 169 425000.00 409655.12 6.87500 0.62500 2/1/1999 3790.38 44.74
1 19386119 180 169 280000.00 269994.31 7.00000 0.75000 2/1/1999 2516.72 80.00
1 19409606 180 171 1050000.00 1019160.39 6.87500 0.62500 4/1/1999 9364.47 70.00
1 19416197 180 168 277000.00 266057.96 6.87500 0.62500 1/1/1999 2470.44 38.47
1 19422948 180 173 300000.00 293186.11 6.87500 0.62500 6/1/1999 2675.56 73.17
1 19423367 180 173 320000.00 312577.58 6.62500 0.37500 6/1/1999 2809.58 75.29
1 19432137 180 171 400000.00 386524.44 6.62500 0.37500 4/1/1999 3511.98 74.07
1 19432392 180 171 300000.00 291188.72 6.87500 0.62500 4/1/1999 2675.56 80.00
1 19432509 180 172 275000.00 267765.79 6.75000 0.50000 5/1/1999 2433.50 77.03
1 19433275 180 172 510000.00 496583.77 6.75000 0.50000 5/1/1999 4513.04 75.00
1 19433556 180 172 284500.00 274047.12 6.75000 0.50000 5/1/1999 2517.57 68.23
1 19436047 180 173 284725.00 277708.01 6.50000 0.25000 6/1/1999 2480.26 40.97
1 19452192 180 171 300000.00 291096.47 6.75000 0.50000 4/1/1999 2654.73 73.17
1 19462043 180 174 500000.00 490086.73 6.62500 0.37500 7/1/1999 4389.97 40.00
1 19468354 180 172 290000.00 282129.18 6.37500 0.25000 5/1/1999 2506.33 61.44
1 19471416 180 170 386000.00 372969.16 6.50000 0.25000 3/1/1999 3362.47 65.42
1 19473503 180 175 286000.00 281044.47 6.25000 0.25000 8/1/1999 2452.23 80.00
1 19476068 180 170 300000.00 288581.83 6.75000 0.50000 3/1/1999 2654.73 74.07
1 19478510 180 170 360000.00 348095.05 6.75000 0.50000 3/1/1999 3185.67 48.65
1 19478544 180 170 302000.00 292013.01 6.75000 0.50000 3/1/1999 2672.43 67.11
1 19481894 180 171 262500.00 253536.91 6.75000 0.50000 4/1/1999 2322.89 75.00
1 19548700 180 173 395000.00 386028.37 6.87500 0.62500 6/1/1999 3522.82 38.54
<CAPTION>
<S> <C> <C> <C> <C> <C>
1 19200765 630000.00 Single Family Residence Primary Rate/Term Refinance
1 19202332 1250000.00 Single Family Residence Primary Rate/Term Refinance
1 19203165 1675000.00 Single Family Residence Primary Rate/Term Refinance
1 19204619 415000.00 Single Family Residence Primary Cash-Out Refinance
1 19207067 430000.00 Single Family Residence Primary Cash-Out Refinance
1 19276484 800000.00 Single Family Residence Primary Rate/Term Refinance
1 19276948 830000.00 Single Family Residence Primary Rate/Term Refinance
1 19277870 465000.00 Single Family Residence Primary Cash-Out Refinance
1 19297548 750000.00 Single Family Residence Primary Cash-Out Refinance
1 19316629 515000.00 Single Family Residence Primary Rate/Term Refinance
1 19319151 932000.00 Single Family Residence Primary Cash-Out Refinance
1 19322924 460000.00 Single Family Residence Primary Rate/Term Refinance
1 19375427 740000.00 Single Family Residence Primary Cash-Out Refinance
1 19379353 950000.00 Single Family Residence Primary Rate/Term Refinance
1 19386119 350000.00 Condominium Primary Rate/Term Refinance
1 19409606 1500000.00 Single Family Residence Primary Rate/Term Refinance
1 19416197 720000.00 Single Family Residence Primary Rate/Term Refinance
1 19422948 410000.00 Single Family Residence Primary Cash-Out Refinance
1 19423367 425000.00 Single Family Residence Second Purpose
1 19432137 540000.00 Single Family Residence Primary Cash-Out Refinance
1 19432392 375000.00 Single Family Residence Primary Rate/Term Refinance
1 19432509 357000.00 Single Family Residence Primary Rate/Term Refinance
1 19433275 680000.00 Single Family Residence Primary Cash-Out Refinance
1 19433556 417000.00 Single Family Residence Primary Rate/Term Refinance
1 19436047 695000.00 Single Family Residence Primary Rate/Term Refinance
1 19452192 410000.00 Single Family Residence Primary Cash-Out Refinance
1 19462043 1250000.00 Single Family Residence Primary Purpose
1 19468354 472000.00 Single Family Residence Primary Cash-Out Refinance
1 19471416 590000.00 Condominium Primary Rate/Term Refinance
1 19473503 357500.00 Single Family Residence Primary Purpose
1 19476068 405000.00 Single Family Residence Primary Purpose
1 19478510 740000.00 Single Family Residence Primary Rate/Term Refinance
1 19478544 450000.00 Single Family Residence Second Rate/Term Refinance
1 19481894 350000.00 Single Family Residence Primary Rate/Term Refinance
1 19548700 1025000.00 Single Family Residence Primary Cash-Out Refinance
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
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1 19557883 451 OAK PARK DR SAN FRANCISCO CA 94131
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1 19646447 2035 WAGNER GLENVIEW IL 60025
1 19666064 79010 CARMEL CIRCLE LA QUINTA CA 92253
1 19710243 1831 LINCOLN WAY+ SAN FRANCISCO CA 94122
1 19710508 1854 GRANT AVE SAN FRANCISCO CA 94133
1 19711670 8 POSSUM RIDGE RD ROLLING HILLS CA 90274
1 19793249 611 LIDO PARK DR UNIT 6- NEWPORT BEACH CA 92663
1 19798958 781 W PEBBLE BEACH AVE LA HABRA CA 90631
1 19799428 23146 HATTERAS ST LOS ANGELES CA 91367
1 19800218 4989 SHADY BROOKE RUN MEDINA OH 44256
1 19800663 2620 HUMBOLDT AVE S MINNEAPOLIS MN 55408
1 19809508 968 GREEN OAK LN GLENDORA CA 91741
1 19814086 33 UREY CT IRVINE CA 92612
1 19814391 21052 LEASURE LN HUNTINGTON BEACH CA 92646
1 19815059 11221 ROLLING HILLS DR DUBLIN CA 94568
1 19815778 2292 ALCALDE ST SANTA CLARA CA 95054
1 19816768 1279 SAN MORITZ DR SAN JOSE CA 95132
1 19817998 2712 CIRCLE DR NEWPORT BEACH CA 92663
1 19839885 1500 OCEAN DR UNIT 1205 MIAMI BEACH FL 33139
1 19843663 24271 FAIRWAY DR DAVIS CA 95616
1 19849181 1018 EASTWOOD GLENCOE IL 60022
1 19971530 413 ACACIA AVE NEWPORT BEACH CA 92625
1 19985522 205 LYNTON AVE SAN CARLOS CA 94070
1 20049110 2035 FAWNWOOD WAY BLOOMFIELD HILLS MI 48302
1 20052593 7054 WOODED LAKE DR SAN JOSE CA 95120
1 20054698 40 CHERRY ST DENVER CO 80220
1 20055141 500 COUNTRY LN BOULDER CO 80303
1 20078176 2001 HIGHLAND OAKS DR ARCADIA CA 91006
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 19549914 180 173 368000.00 353691.71 6.87500 0.62500 6/1/1999 3282.02 16.47
1 19557883 180 169 307300.00 296204.72 6.87500 0.62500 2/1/1999 2740.67 70.00
1 19559178 180 170 300000.00 289745.69 7.00000 0.75000 3/1/1999 2696.48 25.00
1 19646447 180 169 610000.00 588201.93 7.00000 0.75000 2/1/1999 5482.85 74.85
1 19666064 180 170 350000.00 338425.74 6.75000 0.50000 3/1/1999 3097.18 58.82
1 19710243 180 174 408000.00 400079.70 6.87500 0.62500 7/1/1999 3638.77 80.00
1 19710508 180 174 519250.00 508736.61 6.37500 0.25000 7/1/1999 4487.62 67.00
1 19711670 180 174 1000000.00 980587.57 6.87500 0.62500 7/1/1999 8918.54 52.63
1 19793249 180 173 400000.00 389804.61 6.75000 0.50000 6/1/1999 3539.64 73.39
1 19798958 180 173 330000.00 320876.51 6.37500 0.25000 6/1/1999 2852.03 76.74
1 19799428 180 174 555000.00 544226.11 6.87500 0.62500 7/1/1999 4949.79 69.38
1 19800218 180 169 455000.00 438571.93 6.87500 0.62500 2/1/1999 4057.94 74.59
1 19800663 180 169 357000.00 343842.25 6.62500 0.37500 2/1/1999 3134.44 75.00
1 19809508 180 173 438500.00 428644.77 7.00000 0.75000 6/1/1999 3941.36 64.96
1 19814086 180 174 330000.00 323593.89 6.87500 0.62500 7/1/1999 2943.12 79.52
1 19814391 180 174 269000.00 261325.81 6.87500 0.62500 7/1/1999 2399.09 69.33
1 19815059 180 170 400000.00 387043.75 7.00000 0.75000 3/1/1999 3595.31 69.57
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1 19849181 180 169 491000.00 473272.20 6.87500 0.62500 2/1/1999 4379.00 51.68
1 19971530 180 170 350000.00 338545.04 6.87500 0.62500 3/1/1999 3121.48 45.75
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<CAPTION>
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<CAPTION>
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<CAPTION>
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<CAPTION>
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<CAPTION>
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<PAGE>
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<CAPTION>
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<CAPTION>
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<CAPTION>
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<CAPTION>
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<PAGE>
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2 818235426 2420 FOX STREET ORONO MN 55391
2 818253445 20 THISTLE LANE WILTON CT 06897
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2 818381857 180 153 260000.00 236340.14 7.50000 0.50000 10/1/1997 2410.24 58.43
2 818411050 180 152 750000.00 681580.55 7.62500 0.62500 9/1/1997 7005.98 75.00
2 818422099 180 152 940000.00 853425.38 7.50000 0.50000 9/1/1997 8713.92 78.33
2 818424475 180 152 254000.00 226760.67 7.25000 0.25000 9/1/1997 2318.68 94.07
2 818425621 180 153 346000.00 315368.33 7.50000 0.50000 10/1/1997 3207.47 79.54
2 818429151 180 152 900000.00 443788.31 7.25000 0.25000 9/1/1997 8215.77 42.86
2 818429706 180 152 270000.00 243653.83 7.25000 0.25000 9/1/1997 2464.73 52.43
2 818430316 180 153 792000.00 721211.88 7.37500 0.37500 10/1/1997 7285.80 80.00
<CAPTION>
<S> <C> <C> <C> <C> <C>
2 814372256 325000.00 Single Family Residence Primary Rate/Term Refinance
2 816957476 385000.00 Single Family Residence Primary Cash-Out Refinance
2 817369325 325000.00 Condominium Primary Rate/Term Refinance
2 817625676 320000.00 Single Family Residence Primary Cash-Out Refinance
2 817787021 386000.00 Single Family Residence Primary Rate/Term Refinance
2 818005225 400000.00 Single Family Residence Primary Cash-Out Refinance
2 818019200 375000.00 Single Family Residence Primary Rate/Term Refinance
2 818052706 650000.00 Single Family Residence Primary Purpose
2 818179731 310000.00 Single Family Residence Primary Rate/Term Refinance
2 818235426 650000.00 Single Family Residence Primary Rate/Term Refinance
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2 818253924 380000.00 Single Family Residence Primary Purpose
2 818289209 317000.00 Single Family Residence Primary Purpose
2 818290199 1450000.00 Condominium Primary Purpose
2 818302671 380000.00 Single Family Residence Primary Purpose
2 818311961 565500.00 Single Family Residence Primary Purpose
2 818317596 440000.00 Single Family Residence Primary Cash-Out Refinance
2 818327413 365000.00 Single Family Residence Primary Cash-Out Refinance
2 818327900 550000.00 Single Family Residence Primary Rate/Term Refinance
2 818334500 790000.00 Single Family Residence Primary Rate/Term Refinance
2 818336539 1200000.00 Single Family Residence Primary Rate/Term Refinance
2 818344996 308000.00 Single Family Residence Primary Purpose
2 818363350 412000.00 Single Family Residence Primary Purpose
2 818372880 659000.00 Single Family Residence Primary Purpose
2 818377400 630000.00 Single Family Residence Second Purpose
2 818379299 380000.00 Single Family Residence Primary Rate/Term Refinance
2 818381139 400000.00 Single Family Residence Primary Purpose
2 818381857 445000.00 Single Family Residence Primary Cash-Out Refinance
2 818411050 1000000.00 Single Family Residence Primary Rate/Term Refinance
2 818422099 1200000.00 Single Family Residence Primary Purpose
2 818424475 270000.00 Single Family Residence Primary Purpose
2 818425621 435000.00 Single Family Residence Primary Rate/Term Refinance
2 818429151 2100000.00 Single Family Residence Primary Rate/Term Refinance
2 818429706 515000.00 Single Family Residence Primary Purpose
2 818430316 990000.00 Single Family Residence Primary Purpose
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
2 818431504 3 BRIDINGTON LAGUNA NIGUEL CA 92677
2 818431785 6029 CANTERBURY DR AGOURA HILLS CA 91301
2 818446841 2207 CALIENTE ROAD PALM SPRINGS CA 92264
2 818454217 1000 MOON VLY RNCH RD APTOS CA 95003
2 818455065 550 EDGEWOOD ROAD SAN MATEO CA 94402
2 818455438 14821 MONTALVO ROAD SARATOGA CA 95070
2 818489510 1201 AVOCA AVENUE PASADENA CA 91105
2 818490195 715N PALM DRIVE BEVERLY HILLS CA 90210
2 818490369 18379 LAKE ENCINO DR ENCINO CA 91316
2 818490401 9761 KEENELAND ROW LA JOLLA CA 92037
2 818491425 28209 SEAMOUNT DRIVE RANCHO PALOS V CA 90275
2 818491920 4340 PONCA AVENUE LOS ANGELES CA 91602
2 818492530 3064 PASEO CIELO RANCHO SANTA FE CA 92067
2 818496671 10959 CROSS KEYS DR RANCHO CUCAMONGA CA 91737
2 818499550 7650 BUSH LAKE DRIVE BLOOMINGTON MN 55438
2 818500522 5628 GLEN AVENUE MINNETONKA MN 55345
2 818501405 13228 WEATHERFIELD DR MARYLAND HEIGHTS MO 63146
2 818532020 3 MERION WAY WORCESTER PA 19490
2 818546566 5200 VISTA WEST COVE AUSTIN TX 78731
2 818604324 3507 ST GAUDENS ROAD MIAMI FL 33133
2 818695728 3847 POTOMAC AVENUE HIGHLAND PARK TX 75205
2 818731978 9902 LAPWORTH CIRCLE HUNTINGTON BEACH CA 92646
2 818816258 18 LANDING LN PORT JEFFERSON NY 11777
2 818831158 36 ARBOR LN ROSLYN HEIGHTS NY 11755
2 818920043 1724 S PROSPECT AVE PARK RIDGE IL 60068
2 819010521 4 SARAH LN CHELMSFORD MA 01824
2 819056870 48-34 BELL BLVD BAYSIDE NY 11364
2 819133265 1311 SYLVAN HARTLAND MI 48116
2 9159448209 391 GRUNION CT FOSTER CITY CA 94404
2 9159525857 7328 GEARY BLVD SAN FRANCISCO CA 94121
2 9159531897 1640 BRODERICK ST SAN FRANCISCO CA 94115
2 9159558122 1935S PACIFIC ST OCEANSIDE CA 92054
2 9159623280 563 18TH AVE SAN FRANCISCO CA 94121
2 9159623868 907 GARDEN DR SAN JOSE CA 95126
2 9159632000 1848 FORDHAM WAY MOUNTAIN VIEW CA 94040
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2 818431504 180 152 500000.00 453509.18 7.37500 0.37500 9/1/1997 4599.62 78.74
2 818431785 180 153 596000.00 542219.05 7.25000 0.25000 10/1/1997 5440.67 80.00
2 818446841 180 153 285000.00 259526.82 7.37500 0.37500 10/1/1997 2621.79 64.77
2 818454217 180 153 1000000.00 908804.55 7.25000 0.25000 10/1/1997 9128.63 54.05
2 818455065 180 153 450000.00 409779.43 7.37500 0.37500 10/1/1997 4139.66 47.37
2 818455438 180 153 732000.00 667197.86 7.50000 0.50000 10/1/1997 6785.74 48.80
2 818489510 180 153 340000.00 300893.82 7.37500 0.37500 10/1/1997 3127.74 75.56
2 818490195 180 153 2000000.00 1483805.03 7.25000 0.25000 10/1/1997 18257.26 47.06
2 818490369 180 153 510000.00 464850.96 7.50000 0.50000 10/1/1997 4727.77 79.07
2 818490401 180 153 340000.00 309026.07 7.12500 0.25000 10/1/1997 3079.83 80.00
2 818491425 180 153 460000.00 399051.46 7.50000 0.50000 10/1/1997 4264.26 80.00
2 818491920 180 153 385000.00 346296.30 7.50000 0.50000 10/1/1997 3569.00 79.38
2 818492530 180 153 790000.00 719120.60 7.50000 0.50000 10/1/1997 7323.40 72.15
2 818496671 180 154 243250.00 222579.51 7.50000 0.50000 11/1/1997 2254.96 78.47
2 818499550 180 153 275000.00 249172.74 7.12500 0.25000 10/1/1997 2491.04 68.75
2 818500522 180 153 265000.00 239826.23 7.37500 0.37500 10/1/1997 2437.80 73.20
2 818501405 180 153 340000.00 309026.07 7.12500 0.25000 10/1/1997 3079.83 67.33
2 818532020 180 156 252000.00 222220.81 7.48500 0.48500 1/1/1998 2333.93 88.11
2 818546566 180 160 380000.00 355142.43 7.25000 0.25000 5/1/1998 3468.88 80.00
2 818604324 180 157 1000000.00 926995.27 7.75000 0.75000 2/1/1998 9412.76 50.00
2 818695728 180 160 937500.00 867175.50 7.12500 0.25000 5/1/1998 8492.17 75.00
2 818731978 180 160 270000.00 216812.96 7.12500 0.25000 5/1/1998 2445.75 57.45
2 818816258 180 166 294000.00 281051.28 7.50000 0.50000 11/1/1998 2725.42 70.00
2 818831158 180 165 332000.00 316364.51 7.56300 0.56300 10/1/1998 3089.58 80.00
2 818920043 180 164 358400.00 340429.42 7.62500 0.62500 9/1/1998 3347.93 70.00
2 819010521 180 161 249000.00 233726.80 7.37500 0.37500 6/1/1998 2290.61 75.45
2 819056870 180 166 255000.00 243418.32 7.12500 0.25000 11/1/1998 2309.87 78.46
2 819133265 180 165 352000.00 335506.69 7.62500 0.62500 10/1/1998 3288.14 69.84
2 9159448209 180 135 304000.00 256459.68 7.50000 0.50000 4/1/1996 2818.12 80.00
2 9159525857 180 135 259500.00 218568.88 7.37500 0.37500 4/1/1996 2387.21 64.88
2 9159531897 180 134 395000.00 331108.00 7.37500 0.37500 3/1/1996 3633.70 76.70
2 9159558122 180 135 550000.00 102757.35 7.37500 0.37500 4/1/1996 1122.31 78.57
2 9159623280 180 148 262500.00 235845.56 8.40000 1.40000 5/1/1997 2569.58 75.00
2 9159623868 180 147 288750.00 257706.30 8.00000 1.00000 4/1/1997 2759.45 75.00
2 9159632000 180 144 360000.00 307233.21 8.00000 1.00000 1/1/1997 3440.35 66.67
<CAPTION>
<S> <C> <C> <C> <C> <C>
2 818431504 635000.00 Single Family Residence Primary Purpose
2 818431785 745000.00 Single Family Residence Primary Purpose
2 818446841 440000.00 Single Family Residence Primary Rate/Term Refinance
2 818454217 1850000.00 Single Family Residence Primary Rate/Term Refinance
2 818455065 950000.00 Single Family Residence Primary Rate/Term Refinance
2 818455438 1500000.00 Single Family Residence Primary Cash-Out Refinance
2 818489510 450000.00 Single Family Residence Primary Rate/Term Refinance
2 818490195 4250000.00 Single Family Residence Primary Purpose
2 818490369 645000.00 Single Family Residence Primary Rate/Term Refinance
2 818490401 425000.00 Condominium Primary Purpose
2 818491425 575000.00 Single Family Residence Primary Rate/Term Refinance
2 818491920 485000.00 Single Family Residence Primary Rate/Term Refinance
2 818492530 1095000.00 Single Family Residence Primary Cash-Out Refinance
2 818496671 310000.00 Single Family Residence Primary Rate/Term Refinance
2 818499550 400000.00 Single Family Residence Primary Rate/Term Refinance
2 818500522 362000.00 Single Family Residence Primary Cash-Out Refinance
2 818501405 505000.00 Single Family Residence Primary Rate/Term Refinance
2 818532020 286000.00 Single Family Residence Primary Purpose
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2 818695728 1250000.00 Single Family Residence Primary Rate/Term Refinance
2 818731978 470000.00 Single Family Residence Primary Rate/Term Refinance
2 818816258 420000.00 Single Family Residence Primary Cash-Out Refinance
2 818831158 415000.00 Single Family Residence Investor Purpose
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2 819010521 330000.00 Single Family Residence Primary Rate/Term Refinance
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2 819133265 504000.00 Single Family Residence Primary Cash-Out Refinance
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2 9159558122 700000.00 Single Family Residence Primary Purpose
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2 9159632000 540000.00 Single Family Residence Primary Cash-Out Refinance
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
2 9159655142 926 SUNDANCE RD FREMONT CA 94539
2 9159697862 8999 & 9001 NORMA PL WEST HOLLYWOOD CA 90069
2 9159726224 37540 COUNTY LINE RD YUCAIPA CA 92399
2 9159743195 1008 SCENIC WAY VENTURA CA 93003
2 9159756510 6491S JAMAICA CIR ENGLEWOOD CO 80111
2 9159834143 240 ESTATES DR SAN BRUNO CA 94066
2 9159845594 2630 POINTER DR WALNUT CA 91789
2 9159849018 460 RIM ROCK RD NIPOMO CA 93444
2 9159867044 557 BANYAN CIR WALNUT CREEK CA 94598
2 9159870501 9821 CANYON ROCK PL LAS VEGAS NV 89134
2 9159900209 27036 LILLEGARD CT TRACY CA 95376
2 9159901694 263 MORNINGSIDE DR CORTE MADERA CA 94925
2 9159992644 23 BEL AIR DR ORINDA CA 94563
2 9169103166 230 W LONGDEN AVE ARCADIA CA 91007
2 9179797858 1717 KARAMEOS DR SUNNYVALE CA 94087
2 9179799870 76 ALMA CT LOS ALTOS CA 94022
2 9190001405 1369 RIDGETOP LN FULLERTON CA 92831
2 9190010794 905 N PLANTATION LN WALNUT CA 91789
2 9190019241 1522 ESCONDIDO WAY BELMONT CA 94002
2 9190032954 2389 PARADISE DR TIBURON CA 94920
2 9190060120 10711 ROCKHURST AVE SANTA ANA CA 92705
2 9190127820 3 BISHOP CT ARCADIA CA 91006
2 9199079956 1901 CAMPBELL AVE SAN JOSE CA 95125
2 9199168957 190 MONARCH BAY DANA POINT CA 92629
2 9199175382 31 SARAZEN LN COTO DE CAZA CA 92679
2 9199256968 1343 NORTON AVE GLENDALE CA 91202
2 9199267445 31 PINEHILL RD WATSONVILLE CA 95076
2 9199282790 924 HAYNE RD HILLSBOROUGH CA 94010
2 9199286353 325S JUNE ST LOS ANGELES CA 90020
2 9199323982 2448 MYRTLE AVE HERMOSA BEACH CA 90254
2 9199425704 11989 DOROTHY ST LOS ANGELES CA 90049
2 9199458754 112 WOODLAND VALLEY DR SAN RAMON CA 94583
2 9199638207 216 VIA LINDA VISTA TORRANCE CA 90277
2 9199689168 15050W TELEGRAPH RD SANTA PAULA CA 93060
2 9199779415 2508 RAEBURN DR RIVERSIDE CA 92506
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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2 9159697862 180 143 307600.00 264122.75 8.00000 1.00000 12/1/1996 2939.59 80.00
2 9159726224 180 146 251250.00 207156.22 8.12500 1.12500 3/1/1997 2419.25 75.00
2 9159743195 180 145 264000.00 234313.32 8.12500 1.12500 2/1/1997 2542.01 80.00
2 9159756510 180 147 255000.00 228361.27 8.25000 1.25000 4/1/1997 2473.86 73.91
2 9159834143 180 150 285000.00 253069.13 8.50000 1.50000 7/1/1997 2806.51 74.03
2 9159845594 180 152 273750.00 250498.00 8.55000 1.55000 9/1/1997 2703.76 75.00
2 9159849018 180 154 402500.00 367892.68 8.25000 1.25000 11/1/1997 3904.82 70.00
2 9159867044 180 153 268000.00 245392.12 8.12500 1.12500 10/1/1997 2580.53 80.00
2 9159870501 180 150 373750.00 339021.43 8.37500 1.37500 7/1/1997 3653.14 65.00
2 9159900209 180 160 305750.00 283994.37 7.50000 0.50000 5/1/1998 2834.35 74.94
2 9159901694 180 154 419000.00 292972.17 7.75000 0.75000 11/1/1997 3008.43 67.69
2 9159992644 180 157 287400.00 266418.39 7.75000 0.75000 2/1/1998 2705.23 61.81
2 9169103166 180 154 390000.00 313607.74 7.37500 0.37500 11/1/1997 3587.71 72.22
2 9179797858 180 157 293000.00 271801.51 7.87500 0.87500 2/1/1998 2778.96 55.28
2 9179799870 180 157 490000.00 451805.50 7.75000 0.75000 2/1/1998 4612.26 57.65
2 9190001405 180 155 564508.00 520288.42 8.00000 1.00000 12/1/1997 5394.74 79.96
2 9190010794 180 154 298125.00 273991.22 8.12500 1.12500 11/1/1997 2870.60 74.72
2 9190019241 180 157 500000.00 465609.24 8.50000 1.50000 2/1/1998 4923.70 54.35
2 9190032954 180 160 530000.00 456165.77 7.37500 0.37500 5/1/1998 4875.60 65.43
2 9190060120 180 159 682500.00 637754.24 7.87500 0.87500 4/1/1998 6473.18 75.00
2 9190127820 180 158 452000.00 407092.40 7.87500 0.87500 3/1/1998 4287.00 69.54
2 9199079956 180 130 325000.00 270869.81 8.37500 1.37500 11/1/1995 3176.64 62.50
2 9199168957 180 136 260000.00 219684.35 7.25000 0.25000 5/1/1996 2373.45 40.94
2 9199175382 180 145 464250.00 410282.08 7.67500 0.67500 2/1/1997 4349.96 74.88
2 9199256968 180 131 400000.00 190888.46 7.75000 0.75000 12/1/1995 3765.11 74.07
2 9199267445 180 135 250000.00 185169.40 7.25000 0.25000 4/1/1996 2282.16 79.37
2 9199282790 180 135 750000.00 630687.48 7.25000 0.25000 4/1/1996 6846.48 69.44
2 9199286353 180 135 640500.00 521125.10 7.75000 0.75000 4/1/1996 6028.88 70.00
2 9199323982 180 134 250000.00 209217.15 7.25000 0.25000 3/1/1996 2282.16 33.33
2 9199425704 180 135 375000.00 315343.77 7.25000 0.25000 4/1/1996 3423.24 75.00
2 9199458754 180 144 292600.00 248056.60 8.67500 1.67500 1/1/1997 2911.45 70.00
2 9199638207 180 143 255000.00 224751.86 8.25000 1.25000 12/1/1996 2473.86 45.95
2 9199689168 180 149 293000.00 255146.25 7.87500 0.87500 6/1/1997 2778.96 77.31
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<CAPTION>
<S> <C> <C> <C> <C> <C>
2 9159655142 1151000.00 Single Family Residence Primary Purpose
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2 9159834143 385000.00 Single Family Residence Primary Purpose
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2 9159867044 335000.00 Single Family Residence Primary Purpose
2 9159870501 575000.00 Condominium Primary Purpose
2 9159900209 408000.00 Single Family Residence Primary Purpose
2 9159901694 619000.00 Single Family Residence Primary Purpose
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2 9179797858 530000.00 Single Family Residence Primary Rate/Term Refinance
2 9179799870 850000.00 Single Family Residence Primary Rate/Term Refinance
2 9190001405 706000.00 Single Family Residence Primary Purpose
2 9190010794 399000.00 Single Family Residence Primary Purpose
2 9190019241 920000.00 Single Family Residence Primary Purpose
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2 9190060120 910000.00 Single Family Residence Primary Purpose
2 9190127820 650000.00 Single Family Residence Primary Purpose
2 9199079956 520000.00 Single Family Residence Investor Purpose
2 9199168957 635000.00 Condominium Primary Rate/Term Refinance
2 9199175382 620000.00 Condominium Primary Purpose
2 9199256968 540000.00 Single Family Residence Primary Purpose
2 9199267445 315000.00 Single Family Residence Primary Cash-Out Refinance
2 9199282790 1080000.00 Single Family Residence Primary Purpose
2 9199286353 915000.00 Single Family Residence Primary Purpose
2 9199323982 750000.00 Single Family Residence Primary Rate/Term Refinance
2 9199425704 500000.00 Single Family Residence Primary Purpose
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</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
2 9199806325 2888S TIOGA WAY LAS VEGAS NV 89117
2 9199839425 32 KENSINGTON CT ALAMO CA 94507
2 9199914327 121 4TH AVE SAN FRANCISCO CA 94118
2 9199961609 12657 BELMONT PL CERRITOS CA 90703
2 9199985368 11072 RANCHO SANTIAGO BLVD ORANGE CA 92869
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2 9199806325 180 149 310000.00 280411.63 8.50000 1.50000 6/1/1997 3052.70 64.32
2 9199839425 180 153 400000.00 349358.43 7.25000 0.25000 10/1/1997 3651.46 51.28
2 9199914327 180 155 292500.00 270033.17 8.25000 1.25000 12/1/1997 2837.67 65.00
2 9199961609 180 153 484000.00 440325.61 7.25000 0.25000 10/1/1997 4418.26 80.00
2 9199985368 180 153 245000.00 222801.31 7.25000 0.25000 10/1/1997 2236.52 55.06
<CAPTION>
<S> <C> <C> <C> <C> <C>
2 9199806325 482000.00 Single Family Residence Primary Purpose
2 9199839425 780000.00 Single Family Residence Primary Rate/Term Refinance
2 9199914327 450000.00 Condominium Investor Cash-Out Refinance
2 9199961609 605000.00 Single Family Residence Primary Purpose
2 9199985368 445000.00 Single Family Residence Primary Rate/Term Refinance
</TABLE>
<PAGE>
EXHIBIT F-1
FORM OF INITIAL CERTIFICATION OF TRUSTEE
December __, 1999
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Re: Pooling and Servicing Agreement ("Pooling and Servicing
Agreement") relating to Washington Mutual Bank, FA.
Mortgage-Backed Pass-Through Certificates, Series 1999-WM2
Ladies and Gentlemen:
In accordance with and subject to the provisions of Section 2.02 of
the Pooling and Servicing Agreement, the undersigned, as Trustee, hereby
certifies that, except for the exceptions noted on the schedule attached hereto,
it has (a) received an original Mortgage Note with respect to each Mortgage Loan
listed on the Mortgage Loan Schedule and (b) received an original Mortgage (or a
certified copy thereof) with respect to each Mortgage Loan listed on the
Mortgage Loan Schedule in accordance with Section 2.01 of the Pooling and
Servicing Agreement. The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
mentioned above. The Trustee makes no representations as to: (i) the validity,
legality, sufficiency, enforceability or genuineness of any of the documents
delivered in accordance with Section 2.01 of the Pooling and Servicing Agreement
or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii)
the collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.
The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans.
Capitalized terms used herein without definition shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By
F-1-1
<PAGE>
EXHIBIT F-2
FORM OF CERTIFICATION OF TRUSTEE
[date]
Washington Mutual Bank, FA
1201 Third Avenue, 5th Floor
Seattle, Washington 98111
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Re: Pooling and Servicing Agreement ("Pooling and Servicing
Agreement") relating to Washington Mutual Bank, FA
Mortgage-Backed Pass-Through Certificates, Series 1999-WM2
Ladies and Gentlemen:
In accordance with and subject to the provisions of Section 2.02 of
the above-referenced Pooling and Servicing Agreement the undersigned, as
Trustee, hereby certifies that, except for the exceptions noted on the schedule
attached hereto, as to each Mortgage Loan listed in the Mortgage Loan Schedule
it has reviewed the Mortgage File and has determined that (based solely on its
review of each such documents on its face) (i) all documents described in
clauses (i)-(v) of Section 2.01 of the Pooling and Servicing Agreement are in
its possession or its agent, (ii) such documents have been reviewed by it and
have not been mutilated, damaged, defaced, torn or otherwise physically altered
and such documents relate to such Mortgage Loan and (iii) each Mortgage Note has
been endorsed and each assignment of Mortgage has been delivered as provided in
Section 2.01 of the Pooling and Servicing Agreement. The Trustee has made no
independent examination of any documents required to be delivered in accordance
with Section 2.01 of the Pooling and Servicing Agreement beyond the review
specifically required therein. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents required to be delivered in accordance with Section 2.01 of the
Pooling and Servicing Agreement or any of the Mortgage Loans identified on the
Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness
or suitability of any such Mortgage Loan.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Pooling and Servicing Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: _______________________________
Authorized Representative
F-2-1
<PAGE>
EXHIBIT G
FORM OF REQUEST FOR RELEASE
[date]
To:
In connection with the administration of the Mortgage Loans held by
you as Trustee under the Pooling and Servicing Agreement dated as of December 1,
1999, among Credit Suisse First Boston Mortgage Securities Corp., as Depositor,
Washington Mutual Bank, FA, as seller and servicer, and you, as Trustee (the
"Pooling and Servicing Agreement"), the undersigned hereby requests a release of
the Mortgage File held by you as Trustee with respect to the following described
Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
___ 1. Mortgage Loan paid in full.
(The Servicer hereby certifies that all amounts received in
connection with the Mortgage Loan have been or will be
credited to the Custodial Account
pursuant to the Pooling and Servicing Agreement.)
___ 2. Mortgage Loan repurchased.
(The Servicer hereby certifies that the Purchase Price has
been credited to the Custodial Account pursuant to the Pooling
and Servicing Agreement.)
___ 3. The Mortgage Loan is being foreclosed.
___ 4. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be
held by the undersigned in accordance with the provisions of the Pooling and
Servicing Agreement and will be returned, except if the Mortgage Loan has been
paid in full or repurchased (in which case the Mortgage File will be retained by
us permanently) when no longer required by us for such purpose.
Capitalized terms used herein shall have the meanings ascribed to
them in the Pooling and Servicing Agreement.
[SERVICER]
By: _______________________________
Name:
Title:
G-1
<PAGE>
EXHIBIT H-1
FORM OF INVESTOR REPRESENTATION LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Re: Washington Mutual Bank, FA Mortgage-Backed Pass-Through
Certificates, Series 1999-WM2
Ladies and Gentlemen:
[______________________] (the "Purchaser") intends to purchase from
[___________________] (the "Seller") the Washington Mutual Bank, FA
Mortgage-Backed Pass-Through Certificates, Series 1999-WM2 Class B [_]
(together, the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 1999
among Credit Suisse First Boston Mortgage Securities Corp., as Depositor (the
"Company"), Washington Mutual Bank, FA, as seller and servicer, and Bank One,
National Association, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been
and will not be registered or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b) the Company is not required
to so register or qualify the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the provisions of the Act or any
state securities law, or if an exemption from such registration and
qualification is available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and (e) the Certificates
will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account
for investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any applicable
state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters,
and, in particular, in such matters related to securities similar to the
Certificates, such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of Rule 501(a)
promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity
to review (a) a copy of the Pooling and Servicing Agreement and (b) such other
information concerning the
H-1-1
<PAGE>
Certificates, the Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the Purchaser's
decision to purchase the Certificates. The Purchaser has had any questions
arising from such review answered by the Company or the Seller to the
satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will
it authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition of other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other
manner or (e) take any other action, that (as to any of (a) through (e) above)
would constitute a distribution of any Certificate under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act or
any state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions 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") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan; or
(b) is an insurance company, the source of funds to be used by
it to purchase the Class B Certificates is an "insurance company general
account" (within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III of PTCE
95-60.
Very truly yours,
[Purchaser]
By: _______________________________
Name:
Title:
H-1-2
<PAGE>
EXHIBIT H-2
FORM OF TRANSFEROR REPRESENTATION LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Re: Washington Mutual Bank, FA Mortgage-Backed Pass-Through
Certificates, Series 1999-WM2
Ladies and Gentlemen:
In connection with the sale by [_____________________] (the
"Seller") to [______________] (the "Purchaser") the Washington Mutual Bank, FA
Mortgage-Backed Pass-Through Certificates, Series 1999-WM2 Class B [_]
(together, the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 1999
among Credit Suisse First Boston Mortgage Securities Corp., as Depositor (the
"Company"), Washington Mutual Bank, FA., as seller and servicer, and Bank One,
National Association, as trustee (the "Trustee"), the Seller hereby certifies,
represents and warrants to, and covenants with, the Company and the Trustee
that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
[SELLER]
By: _______________________________
Name:
Title:
I-1
<PAGE>
EXHIBIT I
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller and the Trustee pursuant to Section 4.02 of the Trust Agreement as
follows:
a. The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee or the
Depositor and has received and reviewed a copy of the Private Placement
Memorandum with respect to the Certificates.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Rule 144A
Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
I-1
<PAGE>
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. The Buyer (i) is not an employee benefit or other plan subject to
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
the Internal Revenue Code of 1986, as amended (the "Code"), nor a Person (as
such term is defined in the Trust Agreement) acting, directly or indirectly, on
behalf of any such plan, or using "plan assets" of any such plan to effect its
purchase of the Certificate; or (ii) except in the case of a Class R
Certificate, has delivered an opinion of its counsel, addressed and satisfactory
to the Trustee and the Depositor, to the effect that the purchase and holding of
a Certificate by or on behalf of, or with "plan assets" of, any such plan would
be permissible under applicable law, would not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code, and would not subject the Depositor or the Trustee to any obligation
or liability (including liabilities under ERISA or Section 4975 of the Code) in
addition to those explicitly undertaken in the Trust Agreement; or (iii) except
in the case of a Class R Certificate, is an insurance company, is acquiring the
Certificate solely with assets of its general account, and such general account
satisfies the conditions to the applicability of the exemptive relief available
under Sections I or III of U.S. Department of Labor Prohibited Transaction Class
Exemption 95-60.
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
I-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
____________________________________ _________________________________
Print Name of Seller Print Name of Buyer
By: ________________________________ By: _____________________________
Name: Name:
Title: Title:
____________________________________ _________________________________
Taxpayer Identification: Taxpayer Identification:
No. ________________________________ No. _____________________________
Date: ______________________________ Date: ___________________________
I-3
<PAGE>
ANNEX 1 TO EXHIBIT I
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $ ______________________ / in securities (except for
the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Buyer satisfies the criteria in the category marked below.
__ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts
or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
__ Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements, a copy of which is
attached hereto.
__ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined
by a State or Federal authority having supervision over any such
institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements.
__ Broker-Dealer. The Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.
__ Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of
Columbia.
__ State or Local Plan. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
__ ERISA Plan. The Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.
I-4
<PAGE>
__ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
__ SBIC. The Buyer is a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958.
__ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
__ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions,
or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees, or (b) employee
benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund that
includes as participants individual retirement accounts or H.R. 10
plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
_____ ____ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
I-5
<PAGE>
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
_________________________________________
Print Name of Buyer
By: _____________________________________
Name:
Title:
Date: _
I-6
<PAGE>
ANNEX 2 TO EXHIBIT I
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $ ________________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule
144A).
____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $ in securities (other than the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
I-7
<PAGE>
_______________________________________________
Print Name of Buyer
By: ___________________________________________
Name:
Title:
IF AN ADVISER:
_______________________________________________
Print Name of Buyer
Date:_______________________________
I-8
<PAGE>
EXHIBIT J
FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] or [Name of Owner] (record or
beneficial owner (the "Owner") of the Class R[1][2] Certificates (the "Class R
Certificates")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ____________________ ] [the United
States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. A "Permitted
Transferee" is any person other than a "disqualified organization". (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any electing large
partnership under Section 775 of the Code or any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code;
(ii) that such tax would be on the transferor (or, with respect to electing
large partnerships, on such partnership), or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a non-Permitted
Transferee, on the agent; (iii) that the person (other than with transfers with
respect to electing large partnerships) otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such person an
affidavit that the transferee is a Permitted Transferee and, at the time of
transfer, such person does not have actual knowledge that the affidavit is
false; and (iv) that the Class R Certificates may be "noneconomic residual
interests" within the meaning of Treasury regulations promulgated pursuant to
the Code and that the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such residual interest,
if a significant purpose of the transfer was to enable the transferor to impede
the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
J-1
<PAGE>
5. That the Owner is aware that the Trustee will not register the
Transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
6. That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 6.02 of the
Pooling and Servicing Agreement under which the Class R Certificates were
issued. The Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.
8. That the Owner's Taxpayer Identification Number is _________.
9. That the Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includable in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
10. That no purpose of the Owner relating to the purchase of the
Class R Certificate by the Owner is or will be to impede the assessment or
collection of tax.
11. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
12. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Certificates remain outstanding.
13. The Owner hereby agrees to cooperate with the Trustee and to
take any action required of it by the Code or Treasury regulations thereunder
(whether now or hereafter promulgated) in order to create or maintain the REMIC
status of the Trust Fund.
14. The Owner hereby agrees that it will not take any action that
could endanger the REMIC status of the Trust Fund or result in the imposition of
tax on the Trust Fund unless counsel for, or acceptable to, the Trustee has
provided an opinion that such action will not result in the loss of such REMIC
status or the imposition of such tax, as applicable.
15, The Owner is not an employee benefit or other plan subject to
the prohibited transaction provisions 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") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan
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<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ________ day of ________________-.
[NAME OF OWNER]
By: _____________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
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 Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this day ______ of _____________.
__________________________________________________
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _________________
My Commission expires the __day of _________, 19__.
J-3
<PAGE>
EXHIBIT K
FORM OF TRANSFER CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Re: Washington Mutual Bank, FA Mortgage-Backed Pass-Through
Certificates, Series 1999-WM2, Class R[1][2]
(the "Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by
[_________________] (the "Seller") to [_______________________] (the
"Purchaser") of a ____% Percentage Interest in the above referenced
Certificates, pursuant to Section 6.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 1999 among
Credit Suisse First Boston Mortgage Securities Corp. as depositor (the
"Depositor"), Bank One, National Association, as trustee (the "Trustee") and
Washington Mutual Bank, FA, as seller and servicer. All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and warrants to,
and covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to sale of the Certificate by
the Seller to the Purchaser is or will be to enable the Seller to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee a transfer affidavit and agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit J. The Seller does not know or believe that
any representation contained therein is false.
3. The Seller has no actual knowledge that the proposed Transferee
is not a Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser would be
unwilling or unable to pay taxes due on its share of the taxable income
attributable to the Certificate.
5. The Seller has conducted a reasonable investigation of the
financial condition of the Purchaser and, as a result of the investigation,
found that the Purchaser has historically paid its debts as they came due, and
found no significant evidence to indicate that the Purchaser will not continue
to pay its debts as they come due in the future.
6. The Purchaser has represented to the Seller that, if the
Certificate constitutes a noneconomic residual interest, it (i) understands that
as holder of a noneconomic residual interest it may
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<PAGE>
incur tax liabilities in excess of any cash flows generated by the interest, and
(ii) intends to pay taxes associated with its holding of the Certificate as they
become due.
Very truly yours,
[SELLER]
By: _______________________________________
Name:
Title:
K-2
<PAGE>
EXHIBIT L
FORM OF ALLONGE
ALLONGE
Pay the note affixed to this allonge to the order of
________________________________________________________, without recourse.
WASHINGTON MUTUAL BANK, FA
__________________________________
[Signature]
Name: ____________________________
Title: ___________________________
L-1
<PAGE>
ANNEX Y
Class Y Principal Reduction Amounts: For any Distribution Date, the
amounts by which the principal balances of the Class Y-1 and Class Y-2 Interests
respectively will be reduced on such Distribution Date by the allocation of
Realized Losses and the distribution of principal determined as follows:
For purposes of the succeeding formulas the following symbols shall have the
meanings set forth below:
P(IB) = the Group 1 Subordinate Amount after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
P(IIB) = the Group 2 Subordinate Amount after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
R = the Class DB Pass Through Rate = (6.25%P(IB) +
7.0%P(IIB))/(P(IB) + P(IIB))
Y(1) = the principal balance of the Class Y-1 Interests after
distributions on the prior Distribution Date.
Y(2) = the principal balance of the Class Y-2 Interests after
distributions on the prior Distribution Date.
[Delta]Y(1) = the Class Y-1 Principal Reduction Amount.
[Delta]Y(2) = the Class Y-2 Principal Reduction Amount.
Z(1) = the principal balance of the Class Z-1 Interests after
distributions on the prior Distribution Date.
Z(2) = the principal balance of the Class Z-2 Interests after
distributions on the prior Distribution Date.
[Delta]Z(1) = the Class Z-1 Principal Reduction Amount.
[Delta]Z(2) = the Class Z-2 Principal Reduction Amount.
P(1) = the aggregate principal balance of the Class Y-1 and Class Z-1
Interests after distributions on the prior Distribution Date,
which is equal to the aggregate Group 1 principal balance
reduced by the Group 1 Class P principal balance, if any.
P(2) = the aggregate principal balance of the Class Y-2 and Class Z-2
Interests after distributions on the prior Distribution Date,
which is equal to the aggregate Group 2 principal balance
reduced by the Group 2 Class P principal balance, if any.
[Delta]P(1) = the aggregate principal reduction resulting on such Distribution
Date on the Group 1 Mortgage Loans as a result of principal
distributions to be made and realized losses to be allocated on
such Distribution Date, reduced by the portion, if any, of such
reduction allocable to any Group 1 Class P Interests, which is
equal to the aggregate of the Class Y-1 and Class Z-1 Principal
Reduction Amounts.
<PAGE>
[Delta]P(2)= the aggregate principal reduction resulting on such Distribution
Date on the Group 2 Mortgage Loans as a result of principal
distributions to be made and realized losses to be allocated on
such Distribution Date, reduced by the portion, if any, of such
reduction allocable to any Group 2 Class P Interests, which is
equal to the aggregate of the Class Y-2 and Class Z-2 Principal
Reduction Amounts.
[Alpha] = .0005
[Gamma](1) = (R - 6.25%)/(7.0% - R). [Gamma](1) is a non-negative number
unless its denominator is zero, in which event it is undefined.
If [Gamma](1) is zero, [Delta]Y(2 )= Y(2) and [Delta]Y(1) =
(Y(1)/P(1))[Delta]P(1).
If [Gamma](1) is undefined, [Delta]Y(1) = Y(1), [Delta]Y(2) =
(Y(2)/P(2))[Delta]P(2).
In the remaining situations, [Delta]Y(2) and [Delta]Y(1) shall be defined as
follows:
1. If Y(2) - [Alpha](P(2) - [Delta]P(2)) >= 0, Y(1)- [Alpha](P(1) -
[Delta]P(1)) >= 0, and [Gamma](1)(P(1) - [Delta]P(1)) < (P(2) -
[Delta]P(2)), [Delta]Y(2) = Y(2) - [Alpha][Gamma](1)(P(1) - [Delta]P(1))
and [Delta]Y(1) = Y(1) - [Alpha](P(1) - [Delta]P(1)).
2. If Y(2) - [Alpha](P(2) - [Delta]P(2)) >= 0, Y(1) - [Alpha](P(1) -
[Delta]P(1)) >= 0, and [Gamma](1)(P(1) - [Delta]P(1)) >= (P(2) -
[Delta]P(2)), [Delta]Y(2) = Y(2) - [Alpha](P(2) - [Delta]P(2)) and
[Delta]Y(1) = Y(1) - ([Alpha]/[Gamma](1))(P(2) - [Delta]P(2)).
3. If Y(2) - [Alpha](P(2) - [Delta]P(2)) < 0, Y(1) - [Alpha](P(1) -
[Delta]P(1)) >= 0, and Y(1) - [Alpha](P(1) - [Delta]P(1)) >= Y(1) -
(Y(2)/[Gamma](1)), [Delta]Y(2) = Y(2) - [Alpha][Gamma](1)(P(1) -
[Delta]P(1)) and [Delta]Y(1) = Y(1) - [Alpha](P(1) - [Delta]P(1)).
4. If Y(2) - [Alpha](P(2) - [Delta]P(2)) < 0, Y(1) - (Y(2)/[Gamma](1)) >= 0,
and Y(1) - [Alpha](P(1) - [Delta]P(1)) <= Y(1) - (Y(2)/[Gamma](1)),
[Delta]Y(2) = 0 and [Delta]Y(1) = Y(1) - (Y(2)/[Gamma](1)).
5. If Y(1) - [Alpha](P(1) - [Delta]P(1)) < 0, Y(1) - (Y(2)/[Gamma](1)) < 0,
and Y(2) - [Alpha](P(2) - [Delta]P(2)) <= Y(2) - ([Gamma](1)Y(1)),
[Delta]Y(2) = Y(2) - ([Gamma](1)Y(1)) and [Delta]Y(1) = 0.
6. If Y(1) - [Alpha](P(1) - [Delta]P(1)) < 0, Y(2) - [Alpha](P(2) -
[Delta]P(2)) >= 0, and Y(2) - [Alpha](P(2) - [Delta]P(2)) >= Y(2) -
([Gamma](1)Y(1)), [Delta]Y(2) = Y(2) - [Alpha](P(2) - [Delta]P(2)) and
[Delta]Y(1) = Y(1) - ([Alpha]/[Gamma](1))(P(2) - [Delta]P(2)).
The purpose of the foregoing definitional provisions together with the related
provisions allocating Realized Losses and defining the Class Y and Class Z
Principal Distribution Amounts is to accomplish the following goals in the
following order of priority:
1. Making the ratio of Y(2) to Y(1) equal to [Gamma](1) after taking
account of the allocation Realized Losses and the distributions that
will be made through end of the Distribution Date to which such
provisions relate and assuring that the Principal Reduction Amount
for each of the Class Y-1, Class Y-2, Class Z1 and Class Z2
Interests is greater than or equal to zero for such Distribution
Date;
2. Making the Class Y-1 Principal Balance less than or equal to 0.0005
of the sum of the Class Y-1 and Class Z-1 Principal Balances and the
Class Y2 Principal Balance less than or equal to 0.0005 of the sum
of the Class Y-2 and Class Z-2 Principal Balances in each case after
giving effect to
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allocations of Realized Losses and distributions to be made through
the end of the Distribution Date to which such provisions relate;
and
3. Making the larger of (a) the fraction whose numerator is Y(2) and
whose denominator is the sum of Y(2) and Z(2) and (b) the fraction
whose numerator is Y(1) and whose denominator is the sum of Y(1),
and Z(1) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of ClassY
Principal Reduction Amount to accomplish both of goals 1 and 2 above, the
amounts thereof should be adjusted to so as to accomplish such goals within the
requirement that each Class Y Principal Reduction Amount must be less than or
equal to the sum of (a) the Principal Realized Losses to be allocated on the
related Distribution Date for the related Pool remaining after the allocation of
such Realized Losses to the related Class P Interests and (b) the remainder of
the Available Distribution Amount for the related Pool or after reduction
thereof by the distributions to be made on such Distribution Date (i) to the
related Class P Interests and (ii) in respect of interest on the related Class Y
and Class Z Interests, or, if both of such goals cannot be accomplished within
such requirement, such adjustment as is necessary shall be made to accomplish
goal 1 within such requirement. In the event of any conflict among the
provisions of the definition of the Class Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set
forth above within the requirement set forth in the preceding sentence.
Method of calculating initial balance of the Class Y and Class Z Interests:
To calculate the initial balances for the Class Y-1, Class Y-2,
Class Z-1 and Class Z-2 Interests, first calculate the Group 1 and Group 2
Subordinate Amounts as of the Cut Off Date. Then calculate R according to the
definition above. Calculate [Gamma](1) according to the definition above.
Calculate P(1) and P(2) as the Group 1 Initial Balance reduced by the Class P1
Initial Balance and the Class R-1 Initial Balance (if applicable) and the Group
2 Initial Balance reduced by the Class P-2 Initial Balance and the Class R-1
Initial Balance (if applicable), respectively.
If 0.0005 [Gamma](1) P(1) <= 0.0005 P(2), Y(1) = 0.0005 P(1) and
Y(2) = 0.0005 [Gamma](1) P(1).
If 0.0005 [Gamma](1) P(1) > 0.0005 P(2), Y(2) = 0.0005 P(2), Y(1) =
0.0005 P(2) /[Gamma](1).
Then Z(1) = P(1) - Y(1) and Z(2) = P(2) - Y(2).
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