___________________________________________________________________
XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of December 21, 2001
$900,487,132.96
Mortgage Pass-Through Certificates
Series 2001-31
_________________________________________________________________
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions....................................................
Section 1.02 Acts of Holders................................................
Section 1.03 Effect of Headings and Table of Contents.......................
Section 1.04 Benefits of Agreement..........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans...................................
Section 2.02 Acceptance by Trustee..........................................
Section 2.03 Representations and Warranties of the Master Servicer and the
Seller ........................................................
Section 2.04 Execution and Delivery of Certificates.........................
Section 2.05 Designation of Certificates; Designation of Startup Day and
Latest Possible Maturity Date..................................
Section 2.06 Optional Substitution of Mortgage Loans........................
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
Section 3.01 Certificate Account............................................
Section 3.02 Permitted Withdrawals from the Certificate Account.............
Section 3.03 Advances by Master Servicer and Trustee........................
Section 3.04 Trustee to Cooperate; Release of Owner Mortgage Loan Files.....
Section 3.05 Reports to the Trustee; Annual Compliance Statements...........
Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan.....
Section 3.07 Amendments to Servicing Agreements, Modification of Standard
Provisions.....................................................
Section 3.08 Oversight of Servicing.........................................
Section 3.09 Termination and Substitution of Servicing Agreements...........
Section 3.10 Application of Net Liquidation Proceeds........................
Section 3.11 Act Reports....................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01 Distributions..................................................
Section 4.02 Allocation of Realized Losses..................................
Section 4.03 Paying Agent...................................................
Section 4.04 Statements to Certificateholders; Reports to the Trustee, and
the Seller.....................................................
Section 4.05 Reports to Mortgagors and the Internal Revenue Service.........
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.....................................
Section 4.07 Determination of LIBOR.........................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates...............................................
Section 5.02 Registration of Certificates...................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............
Section 5.04 Persons Deemed Owners..........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses......
Section 5.06 Maintenance of Office or Agency................................
Section 5.07 Definitive Certificates........................................
Section 5.08 Notices to Clearing Agency.....................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01 Liability of the Seller and the Master Servicer................
Section 6.02 Merger or Consolidation of the Seller or the Master Servicer...
Section 6.03 Limitation on Liability of the Seller, the Master Servicer
and Others ....................................................
Section 6.04 Resignation of the Master Servicer.............................
Section 6.05 Compensation to the Master Servicer............................
Section 6.06 Assignment or Delegation of Duties by Master Servicer..........
Section 6.07 Indemnification of Trustee and Seller by Master Servicer.......
ARTICLE VII
DEFAULT
Section 7.01 Events of Default..............................................
Section 7.02 Other Remedies of Trustee......................................
Section 7.03 Directions by Certificateholders and Duties of Trustee During
Event of Default...............................................
Section 7.04 Action upon Certain Failures of the Master Servicer and upon
Event of Default...............................................
Section 7.05 Trustee to Act; Appointment of Successor.......................
Section 7.06 Notification to Certificateholders.............................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee..............................................
Section 8.02 Certain Matters Affecting the Trustee..........................
Section 8.03 Trustee Not Required to Make Investigation.....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans..........
Section 8.05 Trustee May Own Certificates...................................
Section 8.06 The Master Servicer to Pay Fees and Expenses...................
Section 8.07 Eligibility Requirements.......................................
Section 8.08 Resignation and Removal........................................
Section 8.09 Successor......................................................
Section 8.10 Merger or Consolidation........................................
Section 8.11 Authenticating Agent...........................................
Section 8.12 Separate Trustees and Co-Trustees..............................
Section 8.13 Appointment of Custodians......................................
Section 8.14 Tax Matters; Compliance with REMIC Provisions..................
Section 8.15 Monthly Advances...............................................
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Purchase by the Seller or Liquidation of All
Mortgage Loans.................................................
Section 9.02 Additional Termination Requirements............................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment......................................................
Section 10.02 Recordation of Agreement.......................................
Section 10.03 Limitation on Rights of Certificateholders.....................
Section 10.04 Governing Law; Jurisdiction....................................
Section 10.05 Notices........................................................
Section 10.06 Severability of Provisions.....................................
Section 10.07 Special Notices to Rating Agencies.............................
Section 10.08 Covenant of Seller.............................................
Section 10.09 Recharacterization.............................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01 Class A Fixed Pass-Through Rate................................
Section 11.02 Cut-Off Date...................................................
Section 11.03 Cut-Off Date Aggregate Principal Balance.......................
Section 11.04 Original Class A Percentage....................................
Section 11.05 Original Principal Balances of the Classes of Class A
Certificates ..................................................
Section 11.05(a) Original Notional Amount.......................................
Section 11.06 Original Class A Non-PO Principal Balance......................
Section 11.07 Original Subordinated Percentage...............................
Section 11.08 Original Class B-1 Percentage..................................
Section 11.09 Original Class B-2 Percentage..................................
Section 11.10 Original Class B-3 Percentage..................................
Section 11.11 Original Class B-4 Percentage..................................
Section 11.12 Original Class B-5 Percentage..................................
Section 11.13 Original Class B-6 Percentage..................................
Section 11.14 Original Class B Principal Balance.............................
Section 11.15 Original Principal Balances of the Classes of Class B
Certificates ..................................................
Section 11.16 Original Class B-1 Fractional Interest.........................
Section 11.17 Original Class B-2 Fractional Interest.........................
Section 11.18 Original Class B-3 Fractional Interest.........................
Section 11.19 Original Class B-4 Fractional Interest.........................
Section 11.20 Original Class B-5 Fractional Interest.........................
Section 11.21 Closing Date...................................................
Section 11.22 Right to Purchase..............................................
Section 11.23 Wire Transfer Eligibility......................................
Section 11.24 Single Certificate.............................................
Section 11.25 Servicing Fee Rate.............................................
Section 11.26 Master Servicing Fee Rate......................................
EXHIBITS
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EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 Certificate
EXHIBIT A-18 - Form of Face of Class A-18 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2001-31 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Type 1 Mortgage Loans Serviced by WFHM
EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans Serviced by WFHM
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA
Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [B-4][B-5][B-6] Certificates)
EXHIBIT K - Reserved
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
SCHEDULE I - Applicable Unscheduled Principal Receipt Period
This Pooling and Servicing Agreement, dated as of December 21, 2001
executed by XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX FARGO
BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION
NATIONAL BANK, as Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS.
Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which service mortgage loans of the same
type as the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: For the Class A-6 Certificates, the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Principal Balances of the Class A-4 and Class A-5 Certificates have
been reduced to zero or (ii) the Subordination Depletion Date.
Accrual Certificates: The Class A-6 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to
the Accretion Termination Date and the Accrual Certificates, an amount equal to
the sum of (i) the Class A Interest Percentage of such Class of Accrual
Certificates of the Current Class A Interest Distribution Amount and (ii) the
Class A Interest Shortfall Percentage of such Class of Accrual Certificates of
the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As
to any Distribution Date on or after the Accretion Termination Date, zero.
Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates, (ii) the principal portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off Date through the end of the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.
Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Principal Balance and the Class B Principal Balance
as of the related Determination Date and (B) the sum of (i) the sum of the Class
A Principal Balance and the Class B Principal Balance as of the Determination
Date succeeding such Distribution Date, (ii) the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Certificates with respect to such Distribution Date and (iii)
the aggregate amount that would have been distributed to all Classes as
principal in accordance with Section 4.01(a)(i) for such Distribution Date
without regard to the provisos in the definitions of Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class
B-6 Optimal Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date,
the aggregate amount distributable to the Classes of Class A Certificates
pursuant to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on
such Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
the Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the
Mortgage Loans during the period corresponding to the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Mortgage Loans for
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Mortgage Loans for which Liquidation Proceeds were received during the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.
Aggregate Non-PO Principal Balance: With respect to any Distribution
Date, the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance as of such Distribution Date.
Agreement: This Pooling and Servicing Agreement and all amendments
and supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. There shall initially be no Authenticating
Agent for the Certificates.
Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss
shall not be deemed a Bankruptcy Loss hereunder so long as the applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$156,095.22 minus the aggregate amount of Bankruptcy Losses allocated solely to
the Class B Certificates in accordance with Section 4.02(a) since the Cut-Off
Date. As of any Distribution Date on or after the first anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Bankruptcy Loss
Amount calculated as of the close of business on the Business Day immediately
preceding the most recent anniversary of the Cut-Off Date coinciding with or
preceding such Distribution Date (the "Relevant Anniversary") and (b) such
lesser amount which, as determined on the Relevant Anniversary will not cause
any rated Certificates to be placed on credit review status (other than for
possible upgrading) by either Rating Agency minus (2) the aggregate amount of
Bankruptcy Losses allocated solely to the Class B Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the
Subordination Depletion Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly or as an indirect participant, in
accordance with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-PO Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B
Certificates.
Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate Custodian: Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to The Depository Trust
Company and selected by the Trustee.
Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
The initial Certificate Registrar is the Trustee.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.
Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-PO Certificates, Class A-R
Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A
Certificate.
Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-6, Class A-15 and Class
A-PO Certificates), the amount distributable to such Class of Class A
Certificates pursuant to Paragraphs first, second and third clause (A) of
Section 4.01(a)(i). As to the Accrual Certificates, (a) as to any Distribution
Date prior to the Accretion Termination Date, the amount distributable to the
Accrual Certificates pursuant to the provisos in Paragraphs first and second of
Section 4.01(a)(i) and Paragraph third clause (A) of Section 4.01(a)(i) and (b)
as to any Distribution Date on or after the Accretion Termination Date, the
amount distributable to the Accrual Certificates pursuant to Paragraphs first,
second and third clause (A) of Section 4.01(a)(i). As to the Class A-15
Certificates, the amount distributable to such Class pursuant to Paragraphs
first and second of Section 4.01(a)(i). As to any Distribution Date and the
Class A-PO Certificates, the amount distributable to the Class A-PO Certificates
pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the
rate per annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class A Certificates with respect to
such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i), including, in the case of the Accrual
Certificates prior to the Accretion Termination Date, the amount included in the
Accrual Distribution Amount pursuant to clause (i) of the definition thereof.
Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall determined as of the Business Day preceding the applicable
Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount
equal to the sum of (i) the Principal Balances of the Class A Certificates
(other than the Accrual Certificates and the Class A-PO Certificates) and (ii)
with respect to the Accrual Certificates, the lesser of the Principal Balance of
such Class of Accrual Certificates and the Original Principal Balance of such
Class of Accrual Certificates.
Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates) then
outstanding, the percentage calculated by dividing the Principal Balance of such
Class (or, in the case of the Accrual Certificates, the Original Principal
Balance of such Class, if lower) by the Class A Loss Denominator (determined
without regard to any such Principal Balance of any Class of Class A
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage
Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage
Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal Balance
of such Mortgage Loan which, during the one month period ending on the day
preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal balance
of such Mortgage Loan substituted for a Mortgage Loan during the one month
period ending on the day preceding the Determination Date for such
Distribution Date over the unpaid principal balance of such Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by the applicable Servicer, the Master
Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class A Prepayment Percentage of the Non-PO Recovery for such
Distribution Date.
Class A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Class A Certificates pursuant to
Paragraph third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the sum of the Accrual Distribution Amounts, if any, with
respect to such Distribution Date and (ii) the Class A Non-PO Principal Amount
with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A Certificates (other
than the Class A-4, Class A-5, Class A-12, Class A-13 and Class A-PO
Certificates), the Class A Fixed Pass-Through Rate. As to the Class A-4
Certificates, the Class A-4 Pass-Through Rate. As to the Class A-5 Certificates,
the Class A-5 Pass-Through Rate. As to the Class A-12 Certificates, 5.500% per
annum. As to the Class A-13 Certificates, 6.000% per annum. The Class A-PO
Certificates are not entitled to interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Class A Non-PO Principal Balance (determined
as of the Determination Date preceding such Distribution Date) by the Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Subordination Depletion Date, 100% or such lesser percentage which will
cause the Class A Non-PO Principal Balance to decline to zero following the
distribution made on such Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in December 2006, 100%. As to any Distribution
Date subsequent to December 2006 to and including the Distribution Date in
December 2007, the Class A Percentage as of such Distribution Date plus 70% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2007 to and including the Distribution Date in
December 2008, the Class A Percentage as of such Distribution Date plus 60% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2008 to and including the Distribution Date in
December 2009, the Class A Percentage as of such Distribution Date plus 40% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2009 to and including the Distribution Date in
December 2010, the Class A Percentage as of such Distribution Date plus 20% of
the Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to December 2010, the Class A Percentage as of such Distribution
Date. The foregoing is subject to the following: (i) if the aggregate
distribution to the Class A Certificates on any Distribution Date of the Class A
Prepayment Percentage provided above of Unscheduled Principal Receipts
distributable on such Distribution Date would reduce the Class A Non-PO
Principal Balance below zero, the Class A Prepayment Percentage for such
Distribution Date shall be the percentage necessary to bring the Class A Non-PO
Principal Balance to zero and thereafter the Class A Prepayment Percentage shall
be zero and (ii) if the Class A Percentage as of any Distribution Date is
greater than the Original Class A Percentage, the Class A Prepayment Percentage
for such Distribution Date shall be 100%. Notwithstanding the foregoing, with
respect to any Distribution Date on which the following criteria are not met,
the reduction of the Class A Prepayment Percentage described in the second
through sixth sentences of this definition of Class A Prepayment Percentage
shall not be applicable with respect to such Distribution Date. In such event,
the Class A Prepayment Percentage for such Distribution Date will be determined
in accordance with the applicable provision, as set forth in the first through
fifth sentences above, which was actually used to determine the Class A
Prepayment Percentage for the Distribution Date occurring in the December
preceding such Distribution Date (it being understood that for the purposes of
the determination of the Class A Prepayment Percentage for the current
Distribution Date, the current Class A Percentage and Subordinated Percentage
shall be utilized). No reduction in the Class A Prepayment Percentage referred
to in the second through sixth sentences hereof shall be applicable, with
respect to any Distribution Date if (a) the average outstanding principal
balance on such Distribution Date and for the preceding five Distribution Dates
on the Mortgage Loans that were delinquent 60 days or more (including for this
purpose any payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage Loans) were greater than or equal to 50% of the current Class B
Principal Balance or (b) cumulative Realized Losses on the Mortgage Loans exceed
(1) 30% of the Original Class B Principal Balance if such Distribution Date
occurs between and including January 2007 and December 2007, (2) 35% of the
Original Class B Principal Balance if such Distribution Date occurs between and
including January 2008 and December 2008, (3) 40% of the Original Class B
Principal Balance if such Distribution Date occurs between and including January
2009 and December 2009, (4) 45% of the Original Class B Principal Balance if
such Distribution Date occurs between and including January 2010 and December
2010, and (5) 50% of the Original Class B Principal Balance if such Distribution
Date occurs during or after January 2011. With respect to any Distribution Date
on which the Class A Prepayment Percentage is reduced below the Class A
Prepayment Percentage for the prior Distribution Date, the Master Servicer shall
certify to the Trustee, based upon information provided by each Servicer as to
the Mortgage Loans serviced by it that the criteria set forth in the preceding
sentence are met.
Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-16 Certificates, Class A-17 Certificates, Class A-18
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class (or in
the case of the Accrual Certificates prior to the Accretion Termination Date,
the amount included in the Accrual Distribution Amount pursuant to clause (ii)
of the definition thereof) on prior Distribution Dates pursuant to Paragraph
second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-4 Pass-Through Rate: With respect to the Distribution Date
occurring in January 2002, 2.880% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trustee on the applicable
Rate Determination Date, equal to 0.800% plus LIBOR subject to a minimum rate of
0.800% and a maximum rate of 9.000%.
Class A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-5 Pass-Through Rate: With respect to the Distribution Date
occurring in January 2002, 15.912% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trustee on the applicable
Rate Determination Date, equal to 21.320% minus the product of 2.60 and LIBOR
subject to a minimum rate of 0.000% and a maximum rate of 21.320%
Class A-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-6 and Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-7 and Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-7 Loss Amount: With respect to any Determination Date after
the Subordination Depletion Date, the amount, if any, by which the Principal
Balance of the Class A-7 Certificates would be reduced as a result of the
application of the third sentence of the definition of Principal Balance.
Class A-8 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-8 and Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-9 and Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-11 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-11 and Exhibit C hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-12 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-12 and Exhibit C hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-13 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-13 and Exhibit C hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class A-14 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-14 and Exhibit C hereto.
Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.
Class A-15 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-15 and Exhibit C hereto.
Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.
Class A-15 Interest Accrual Amount: As to any Distribution Date, (i)
the product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-15
Certificates and (B) the Notional Amount as of such Distribution Date minus (ii)
the Class A Interest Percentage of the Class A-15 Certificates of (a) any
Non-Supported Interest Shortfall allocated to the Class A Certificates, (b) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates with respect to
such Distribution Date pursuant to Section 4.02(e) and (c) the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates on or
after the Subordination Depletion Date pursuant to Section 4.02(e).
Class A-16 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-16 and Exhibit C hereto.
Class A-16 Certificateholder: The registered holder of a Class A-16
Certificate.
Class A-17 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-17 and Exhibit C hereto.
Class A-17 Certificateholder: The registered holder of a Class A-17
Certificate.
Class A-17 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class A-17 Certificates with respect to such Determination Date
prior to any reduction for the Class A-17 Loss Allocation Amount and (b) the sum
of the Class A-7 Loss Amount and Class A-18 Loss Amount.
Class A-18 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-18 and Exhibit C hereto.
Class A-18 Certificateholder: The registered holder of a Class A-18
Certificate.
Class A-18 Loss Amount: With respect to any Determination Date after
the Subordination Depletion Date, the amount, if any, by which the Principal
Balance of the Class A-18 Certificates would be reduced as a result of the
application of the third sentence of the definition of Principal Balance.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L12 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L12 Interest Fraction: A fraction the numerator of which is
equal to 15.3846153846% of the Principal Balance of the Class A-12 Certificates
and the denominator of which is equal to the Notional Amount.
Class A-L13 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L13 Interest Fraction: A fraction the numerator of which is
equal to 7.6923076923% of the Principal Balance of the Class A-13 Certificates
and the denominator of which is equal to the Notional Amount.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit C hereto.
Class A-LR Certificateholder: The registered holder of the Class
A-LR Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class A-PO Optimal Principal Amounts for all
prior Distribution Dates exceeded the amounts distributed on the Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph third clause
(B) of Section 4.01(a)(i) and (y) the sum of the product for each Discount
Mortgage Loan which became a Liquidated Loan at any time on or prior to the last
day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled
Principal Receipts for the current Distribution Date of (a) the PO Fraction for
such Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Mortgage Loan other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses and (B) the sum of (x)
the sum of the Class A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Subordination Depletion Date, the Class A-PO Deferred Amount will
be zero. No interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum as to each Outstanding Mortgage Loan, of
the product of (x) the PO Fraction with respect to such Mortgage Loan and (y)
the sum of:
(i) (A) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Mortgage Loan,
less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts (other than Recoveries) that were
received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan which, during
the one month period ending on the day preceding the Determination Date
for such Distribution Date, was repurchased by the Seller pursuant to
Sections 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a Mortgage Loan during the one month period ending on the
day preceding the Determination Date for such Distribution Date over the
unpaid principal balance of such Mortgage Loan, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan; and
(II) the Class A-PO Recovery for such Distribution Date.
Class A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount
for such Distribution Date (calculated without regard to the Class A-PO Recovery
for such Distribution Date) and (b) an amount equal to the sum as to each
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Mortgage Loan and (y) the amount of the Recovery with respect to
such Mortgage Loan. As to any Distribution Date on or after the Subordination
Depletion Date, the amount determined in accordance with clause (b) above.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B
Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.
Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class by the Class B Principal Balance
(determined without regard to any Principal Balance of any Class of Class B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.500% per
annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.
Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-1 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-1 Certificates on prior
Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-1 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-1 Certificates are the most
subordinate Certificates outstanding, the Class B-1 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a)(i).
Class B-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-2 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-2 Certificates on prior
Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i) and (B)
as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-2 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-2 Certificates are the most
subordinate Certificates outstanding, the Class B-2 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-3 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-3 Certificates on prior
Distribution Dates (A) pursuant to Paragraph thirteenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-3 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-3 Certificates are the
most subordinate Certificates outstanding, the Class B-3 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-4 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-4 Certificates on prior
Distribution Dates (A) pursuant to Paragraph sixteenth of Section 4.01(a)(i) and
(B) as a result of a Principal Adjustment and (b) the Realized Losses allocated
through such Determination Date to the Class B-4 Certificates pursuant to
Section 4.02(b); provided, however, if the Class B-4 Certificates are the most
subordinate Certificates outstanding, the Class B-4 Principal Balance will equal
the difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal
Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth and nineteenth of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-5 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-5 Certificates on prior
Distribution Dates (A) pursuant to Paragraph nineteenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-5 Certificates pursuant
to Section 4.02(b); provided, however, if the Class B-5 Certificates are the
most subordinate Certificates outstanding, the Class B-5 Principal Balance will
equal the difference, if any, between the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan, less (B) if the Bankruptcy Loss Amount has
been reduced to zero, the principal portion of any Debt Service Reduction
with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Seller pursuant to Sections 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a Mortgage Loan during the
one month period ending on the day preceding the Determination Date for
such Distribution Date over the unpaid principal balance of such Mortgage
Loan, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan; and
(II) the Class B-6 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Percentage
for such Distribution Date will be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-6
Prepayment Percentage for such Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the Original Class B-6 Principal Balance less the sum of (a) all amounts
previously distributed in respect of the Class B-6 Certificates on prior
Distribution Dates pursuant to Paragraph twenty-second of Section 4.01(a)(i) and
(b) the Realized Losses allocated through such Determination Date to the Class
B-6 Certificates pursuant to Section 4.02(b); provided, however, if the Class
B-6 Certificates are outstanding, the Class B-6 Principal Balance will equal the
difference, if any, between the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance, the Class B-1
Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal
Balance, the Class B-4 Principal Balance and the Class B-5 Principal Balance as
of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC
which is held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
initial Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial
institution or other Person for whom a Clearing Agency effects book-entry
transfers of securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: With respect to any Distribution Date, the
lesser of (a) the aggregate Prepayment Interest Shortfall on the Mortgage Loans
for such Distribution Date, (b) the product of (i) 1/12th of 0.20% and (ii) the
Pool Scheduled Principal Balance for such Distribution Date and (c) the
Available Master Servicing Compensation for such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office, at the date of the execution of this instrument, is located at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes as follows:
Uncertificated Lower-Tier
Interest Corresponding Upper-Tier Class or Classes
------------------------- -----------------------------------------
Class A-L1 Interest Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates,
Class A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates,
Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates,
Class A-14 Certificates, Class A-16
Certificates, Class A-17 Certificates and
Class A-18 Certificates
Class A-L4 Interest Class A-4 Certificates and Class A-5
Certificates
Class A-L12 Interest Class A-12 Certificates
Class A-L13 Interest Class A-13 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class A Certificates pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein, the Seller, the Master
Servicer and the Trustee, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 8.13, or its
successor in interest under the Custodial Agreement. The Custodian may (but need
not) be the Trustee or any Person directly or indirectly controlling or
controlled by or under common control of the Trustee. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section
11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each
Certificate (other than the Class A-15 Certificates) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to the Class A-15 Certificates, the amount specified on the face
of each such Certificate representing the portion of the Original Notional
Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 6.500%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of the
United States of America or the District of Columbia receiving the highest
short-term or highest long-term rating of each Rating Agency, or such
lower rating as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds or
banker's acceptances issued by any depository institution or trust company
incorporated under the laws of the United States or of any state thereof
and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or debt obligations of
such depository institution or trust company (or in the case of the
principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of
America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon securities)
bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state
thereof which, at the time of such investment or contractual commitment
providing for such investment, are then rated in the highest short-term or
the highest long-term rating category by each Rating Agency, or in such
lower rating category as would not result in the downgrading or withdrawal
of the rating then assigned to any of the Certificates by either Rating
Agency or result in any of such rated Certificates being placed on credit
review status (other than for possible upgrading) by either Rating Agency;
(viii) such other investments acceptable to each Rating Agency as would
not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency; and
(ix) any mutual fund, money market fund, common trust fund or other pooled
investment vehicle, the assets of which are limited to instruments that
otherwise would constitute Eligible Investments hereunder, including any
such fund that is managed by the Trustee or any affiliate of the Trustee
or for which the Trustee or any of its affiliates acts as an adviser as
long as such fund is rated in at least the highest rating category by each
Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and
any Mortgage Loan as to which a Bankruptcy Loss is realized in the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, (i)
if the Aggregate Current Bankruptcy Losses with respect to such Distribution
Date exceed the then-applicable Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Aggregate
Current Bankruptcy Losses over the then-applicable Bankruptcy Loss Amount,
divided by (b) the Aggregate Current Bankruptcy Losses or (ii) if the Aggregate
Current Bankruptcy Losses with respect to such Distribution Date are less than
or equal to the then-applicable Bankruptcy Loss Amount, then zero. In addition,
any Bankruptcy Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Fraud Loss is realized and as to which Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, (i) if the Aggregate Current Fraud Losses with respect to such
Distribution Date exceed the then-applicable Fraud Loss Amount, then the portion
of such Fraud Loss represented by the ratio of (a) the excess of the Aggregate
Current Fraud Losses over the then-applicable Fraud Loss Amount, divided by (b)
the Aggregate Current Fraud Losses, or (ii) if the Aggregate Current Fraud
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Fraud Loss Amount, then zero. In addition, any Fraud Loss
occurring with respect to a Mortgage Loan on or after the Subordination
Depletion will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date
and any Mortgage Loan as to which a Special Hazard Loss is realized and as to
which Liquidation Proceeds were received during the Applicable Unscheduled
Principal Receipt Period with respect to Full Unscheduled Principal Receipts for
such Distribution Date, (i) if the Aggregate Current Special Hazard Losses with
respect to such Distribution Date exceed the then-applicable Special Hazard Loss
Amount, then the portion of such Special Hazard Loss represented by the ratio of
(a) the excess of the Aggregate Current Special Hazard Losses over the
then-applicable Special Hazard Loss Amount, divided by (b) the Aggregate Current
Special Hazard Losses, or (ii) if the Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Special Hazard Loss Amount, then zero. In addition, any Special
Hazard Loss occurring with respect to a Mortgage Loan on or after the
Subordination Depletion Date will be an Excess Special Hazard Loss.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Class A Certificates is January 25, 2032, which corresponds to the
"latest possible maturity date" for purposes of Section 860G(a)(1) of the
Internal Revenue Code of 1986, as amended.
Fitch: Fitch, Inc., or its successors in interest.
Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.500%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus the sum of (i) 6.500%, (ii) the applicable Servicing
Fee Rate and (iii) the Master Servicing Fee Rate.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $18,009,742.66 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Subordination
Depletion or after the fifth anniversary of the Cut-Off Date the Fraud Loss
Amount shall be zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-15 and Class A-PO Certificates),
(i) the product of (a) 1/12th of the Class A Pass-Through Rate for such Class
and (b) the Principal Balance of such Class as of the Determination Date
immediately preceding such Distribution Date minus (ii) the Class A Interest
Percentage of such Class of (a) any Non-Supported Interest Shortfall allocated
to the Class A Certificates with respect to such Distribution Date, (b) the
interest portion of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses allocated to the Class A Certificates with respect to
such Distribution Date pursuant to Section 4.02(e) and (c) the interest portion
of any Realized Losses (other than Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses) allocated to the Class A Certificates on or
after the Subordination Depletion Date pursuant to Section 4.02(e). As to any
Distribution Date and the Class A-15 Certificates, the Class A-15 Interest
Accrual Amount. The Class A-PO Certificates have no Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of (x) any Non-Supported Interest Shortfall allocated to the Class B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to the Class B Certificates with respect to such Distribution
Date pursuant to Section 4.02(e).
LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. dollar deposits, as
determined by the Trustee on the related Rate Determination Date in accordance
with Section 4.07.
LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England, the City of New
York and Charlotte, North Carolina.
LIBOR Certificates: Any of the Class A-4 and Class A-5 Certificates
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances expended by such Servicer pursuant
to its Servicing Agreement or the Master Servicer or Trustee pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.
Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.
Lockout Group: The Class A-10, Class A-11, Class A-16, Class A-17
and Class A-18 Certificates.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust
Estate, the assets of which consist of the Mortgage Loans (other than Fixed
Retained Yield), such amounts as shall from time to time be held in the
Certificate Account (other than Fixed Retained Yield), the insurance policies,
if any, relating to a Mortgage Loan and property which secured a Mortgage Loan
and which has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Xxxxx Fargo Bank Minnesota, National Association,
or its successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
MERS: As defined in Section 2.01.
Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of December 21, 2001 between WFHM, as seller, and the Seller,
as purchaser.
Mortgage Loan Rider: The standard Xxxxxx Xxx/Xxxxxxx Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-2 and F-3, which list may be amended following the
Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Sections
2.02, 2.03 or 2.06 and which list shall set forth at a minimum the following
information of the close of business on the Cut-Off Date (or, with respect to
Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage insurance;
(xiii) the applicable Servicing Fee Rate;
(xiv) the Master Servicing Fee Rate;
(xv) Fixed Retained Yield Rate, if applicable; and
(xvi) for each Other Servicer Mortgage Loan, the name of the Servicer with
respect thereto.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01 and any mortgage
loans substituted therefor pursuant to Sections 2.02, 2.03 or 2.06, in each case
as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the Servicing Fee Rate, as set forth in Section 11.25 with
respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth
in Section 11.26 with respect to such Mortgage Loan and (c) the Fixed Retained
Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly
computation of interest at such rate shall be based upon annual interest at such
rate on the applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.500%.
Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Applicable Unscheduled Principal Receipt Periods
for such Distribution Date less the Class A-PO Recovery for such Distribution
Date.
Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer or delivered to the Trustee, in each case detailing the reasons for
such determination.
Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Subordination Depletion Date, the Non-Supported Interest Shortfall
determined pursuant to the preceding sentence will be increased by the amount of
any Subordination Depletion Date Interest Shortfall for such Distribution Date.
Any Non-Supported Interest Shortfall will be allocated to (a) the Class A
Certificates according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Notional Amount: As to any Distribution Date, an amount equal to the
sum of 15.3846153846% of the Principal Balance of the Class A-12 Certificates
and 7.6923076923% of the Principal Balance of the Class A-13 Certificates.
Officers' Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Certificates would be subject
to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
B Certificates with a lower numerical designation would be reduced with respect
to such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-13, Class A-14, Class A-16, Class A-17, Class A-18, Class A-R and Class
A-LR Certificates, as set forth in Section 11.06.
Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date, as set forth in Section 11.04.
Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-2 Fractional Interest is specified in Section
11.17.
Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-3
Fractional Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the sum of the
Original Class A Non-PO Principal Balance and the Original Class B Principal
Balance. The Original Class B-4 Fractional Interest is specified in Section
11.19.
Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the sum of the Original Class A Non-PO Principal Balance and the
Original Class B Principal Balance. The Original Class B-5 Fractional Interest
is specified in Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.15.
Original Notional Amount: The Original Notional Amount, as set forth
in Section 11.05(a).
Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.05; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of
the Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than WFHM.
Other Servicer Mortgage Loan: Any of the Mortgage Loans, if any,
identified in Exhibit F-3 hereto, as such Exhibit may be amended from time to
time in connection with a substitution pursuant to Sections 2.02 or 2.06, which
Mortgage Loan is serviced under an Other Servicing Agreement.
Other Servicing Agreements: The Servicing Agreements other than the
WFHM Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Seller prior to such Due Date pursuant to Sections 2.02 or 2.03.
Owner Mortgage Loan File: A file maintained by the Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class A-12, Class A-13 and Class A-14
Certificates.
PAC Group: The Class A-12, Class A-13 and Class A-14 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the Unscheduled Principal Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as
agent for the Master Servicer, to make distributions to Certificateholders with
respect to the Certificates and to forward to Certificateholders the periodic
and annual statements required by Section 4.04. The Paying Agent may be any
Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee. The initial Paying
Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other
than Class A-15 Certificates), the undivided percentage interest obtained by
dividing the original principal balance of such Certificate by the Original
Principal Balance of such Class of Class A Certificates. With respect to a Class
A-15 Certificate, the undivided percentage interest obtained by dividing the
original notional amount evidenced by such Certificate by the Original Notional
Amount of such Class. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Distribution Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder, the amount of any such advances
being equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
PMI Advance: As defined in the related Servicing Agreement, if
applicable.
PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Class A Certificates and Class B Certificates
on such Distribution Date, which shall be the sum of (i) all previously
undistributed payments or other receipts on account of principal and interest on
or in respect of the Mortgage Loans (including, without limitation, the proceeds
of any repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all
other amounts required to be placed in the Certificate Account by the Servicer
on or before the applicable Remittance Date or by the Master Servicer or the
Trustee on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii) the
Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt, and
all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to Sections 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution Date
occurs and the difference between the unpaid principal balance of a Mortgage
Loan substituted for a Mortgage Loan pursuant to Sections 2.02, 2.03 or 2.06 on
or following the Determination Date in the month in which such Distribution Date
occurs and the unpaid principal balance of such Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by clauses
(a) through (h) above, or not required to be deposited in the Certificate
Account under this Agreement;
(j) Liquidation Profits;
(k) Month End Interest; and
(l) all amounts reimbursable to a Servicer for PMI Advances.
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a)(i) for such
Distribution Date, calculated without regard to such proviso and assuming there
are no Principal Adjustments for such Distribution Date and (ii) the Adjusted
Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates (other than the Class A-15 Certificates), the
Original Principal Balance of such Class. As of any subsequent Determination
Date prior to the Subordination Depletion Date and as to any Class of Class A
Certificates (other than the Class A-PO Certificates), the Original Principal
Balance of such Class (increased in the case of the Accrual Certificates by the
Accrual Distribution Amounts with respect to prior Distribution Dates for such
Class of Accrual Certificates) less the sum of (a) all amounts previously
distributed in respect of such Class on prior Distribution Dates (i) pursuant to
Paragraph third clause (A) of Section 4.01(a)(i), (ii) as a result of a
Principal Adjustment and (iii), if applicable, from the Accrual Distribution
Amounts for such prior Distribution Dates and (b) the Realized Losses allocated
through such Determination Date to such Class pursuant to Section 4.02(b). After
the Subordination Depletion Date, each such Principal Balance of a Class of
Class A Certificates (other than the Class A-PO Certificates) will also be
reduced (if clause (i) is greater than clause (ii)) or increased (if clause (i)
is less than clause (ii)) on each Determination Date by an amount equal to the
product of the Class A Loss Percentage of such Class and the difference, if any,
between (i) the Class A Non-PO Principal Balance as of such Determination Date
without regard to this sentence and (ii) the difference between (A) the Adjusted
Pool Amount for the preceding Distribution Date and (B) the Adjusted Pool Amount
(PO Portion) for the preceding Distribution Date; provided, however, that the
amount of any such reduction for the Class A-7 and Class A-18 Certificates will
be decreased pro rata by the Class A-17 Loss Allocation Amount. After the
Subordination Depletion Date, the Principal Balance for the Class A-17
Certificates will additionally be reduced by the Class A-17 Loss Allocation
Amount.
The Class A-15 Certificates are interest only Certificates and have
no Principal Balance.
As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.
Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance (plus any Accrual Distribution
Amounts previously added to the Principal Balance of the Accrual Certificates)
less all amounts previously distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph third clause (A) of Section 4.01(a)(i),
Paragraph third clause (B) of Section 4.01(a)(i), or Paragraphs seventh, tenth,
thirteenth, sixteenth, nineteenth or twenty-second of Section 4.01(a)(i).
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Priority Amount: For any Distribution Date, the lesser of (i) the
aggregate Principal Balance of the Lockout Group and (ii) the product of (A) the
Priority Percentage, (B) the Shift Percentage and (C) the sum of the Scheduled
Principal Amount and the Unscheduled Principal Amount.
Priority Percentage: The aggregate Principal Balance of the Lockout
Group divided by the Aggregate Non-PO Principal Balance.
Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.
Prospectus: The prospectus dated December 17, 2001 as supplemented
by the prospectus supplement dated December 18, 2001, relating to the Class A,
Class B-1, Class B-2 and Class B-3 Certificates.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day preceding the 25th day of
the month preceding the month in which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Seller at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates are Fitch and
S&P. The Rating Agency for the Class B-1, Class B-2, Class B-3, Class B-4 and
Class B-5 Certificates is S&P. If any such agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Seller, notice of which designation
shall be given to the Trustee and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean F-1+ in the
case of Fitch, A-1 in the case of S&P and in the case of any other Rating Agency
shall mean its equivalent of such ratings. References herein to the highest
long-term rating categories of a Rating Agency shall mean AAA in the case of
Fitch and S&P, and in the case of any other Rating Agency shall mean its
equivalent of such ratings without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses (including Special Hazard Losses and Fraud Losses)
incurred on Liquidated Loans for which the Liquidation Proceeds were received
during the Applicable Unscheduled Principal Receipt Period with respect to Full
Unscheduled Principal Receipts with respect to such Distribution Date and (ii)
Bankruptcy Losses incurred during the period corresponding to the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date.
Record Date: The last Business Day of the month preceding the month
of the related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Reference Banks: Initially, the Reference Banks shall be Deutsche
Bank International, Bank of America, N.A., Citibank, N.A., and The Fuji Bank,
Limited. If any of these banks are not available, the Trustee shall select from
one of the following banks a substitute Reference Bank: Credit Suisse First
Boston Corporation, Westdeutsche Landesbank Girozentrale, The Chase Manhattan
Bank or National Westminster Bank Plc. If any of these banks are not available,
the Trustee shall in its discretion select another Reference Bank.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, the
Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933,
as amended.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
Scheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(i) and Iy(iv) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Percentage.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Xxxxx Fargo Asset Securities Corporation, or its successor
in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of WFHM, HomeSide Lending, Inc., First Nationwide
Mortgage Corporation, HSBC Mortgage Corporation (USA), Mid America Bank, FSB,
Chevy Chase Bank, F.S.B., Firstar Bank, NA, Hibernia National Bank, Navy Federal
Credit Union, Colonial Savings, F.A. and The Huntington Mortgage Company, as a
Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Shift
------------------------------ Percentage
----------
January 2002 through December 2006............................. 0%
January 2007 through December 2007............................. 30%
January 2008 through December 2008............................. 40%
January 2009 through December 2009............................. 60%
January 2010 through December 2010............................. 80%
January 2011 and thereafter.................................... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a
Mortgaged Property on account of direct physical loss, exclusive of (a) any loss
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement and (b) any loss
caused by or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of
the Trustee, or the Servicer or any of their agents or
employees; or
(3) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $9,004,871.33 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class B Certificates in accordance with
Section 4.02(a) and (ii) the Special Hazard Adjustment Amount (as defined below)
as most recently calculated. For each anniversary of the Cut-Off Date, the
Special Hazard Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with the preceding
sentence (without giving effect to the deduction of the Special Hazard
Adjustment Amount for such anniversary) exceeds the greater of (A) the product
of the Special Hazard Percentage for such anniversary multiplied by the
outstanding principal balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (B) twice the outstanding principal
balance of the Mortgage Loan in the Trust Estate which has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary and (C) that which is necessary to maintain the original
ratings on the Certificates as evidenced by letters to that effect delivered by
Rating Agencies to the Master Servicer and the Trustee. On and after the
Subordination Depletion Date, the Special Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Mortgage Loans as of
the immediately preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which the Class A Percentage (determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Subordination Depletion Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled Principal Receipt is
received by the Servicer on or after the Determination Date in the month
preceding the month of such Distribution Date but prior to the first day of the
month of such Distribution Date, the amount of interest that would have accrued
at the Net Mortgage Interest Rate on the amount of such Unscheduled Principal
Receipt from the day of its receipt or, if earlier, its application by the
Servicer through the last day of the month preceding the month of such
Distribution Date; and
(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer during the month preceding the month of such
Distribution Date, the amount of interest that would have accrued at the Net
Mortgage Interest Rate on the amount of such Unscheduled Principal Receipt from
the day of its receipt or, if earlier, its application by the Servicer through
the last day of the month in which such Unscheduled Principal Receipt is
received.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor. Each Subsidy Loan will be identified
as such in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Sections 2.03 or
2.06, the excess of (x) the unpaid principal balance of the Mortgage Loan which
is substituted for over (y) the unpaid principal balance of the Substitute
Mortgage Loan, each balance being determined as of the date of substitution.
Trust Estate: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans (other than any Fixed Retained Yield), such
amounts as may be held from time to time in the Certificate Account (other than
any Fixed Retained Yield), the rights of the Trustee, to receive the proceeds of
all insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association
with its principal office located in Charlotte, North Carolina, or any successor
trustee appointed as herein provided.
Type 1 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-1 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Mid-Month Receipt Period with respect
to all types of Unscheduled Principal Receipts.
Type 2 Mortgage Loan: Any of the Mortgage Loans identified in
Exhibit F-2 hereto, as such Exhibit may be amended from time to time in
connection with a substitution pursuant to Sections 2.02 or 2.06, serviced under
the WFHM Servicing Agreement and having a Prior Month Receipt Period with
respect to all types of Unscheduled Principal Receipts.
Uncertificated Lower-Tier Interest: Any of the Class A-L1 Interest,
the Class A-L4 Interest, the Class A-L12 Interest, the Class A-L13 Interest, the
Class A-LPO Interest, the Class A-LUR Interest, the Class B-L1 Interest, the
Class B-L2 Interest, the Class B-L3 Interest, the Class B-L4 Interest, the Class
B-L5 Interest and the Class B-L6 Interest.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(ii) and Iy(iii) of the definition of Class A Non-PO
Optimal Principal Amount, but without such amount being multiplied by the Class
A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation,
Liquidation Proceeds, Net REO Proceeds, Recoveries and proceeds received from
any condemnation award or proceeds in lieu of condemnation other than that
portion of such proceeds released to the Mortgagor in accordance with the terms
of the Mortgage or Prudent Servicing Practices, but excluding any Liquidation
Profits and proceeds of a repurchase of a Mortgage Loan by the Seller and any
Substitution Principal Amounts.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other
than the Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the
Trust Estate, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-15 Certificates will
each be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution
Date, a rate per annum equal to the average, expressed as a percentage of the
Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
WFHM: Xxxxx Fargo Home Mortgage, Inc., or its successor in interest.
WFHM Correspondents: The entities listed on the Mortgage Loan
Schedule, from which WFHM purchased the Mortgage Loans.
WFHM Servicing Agreement: The Servicing Agreement providing for the
servicing of the Type 1 Mortgage Loans and Type 2 Mortgage Loans initially by
WFHM.
SECTION 1.02 ACTS OF HOLDERS.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
SECTION 1.03 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
SECTION 1.04 BENEFITS OF AGREEMENT.
Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
SECTION 2.01 CONVEYANCE OF MORTGAGE LOANS.
The Seller, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, without recourse all the right, title and
interest of the Seller in and to (a) the Trust Estate, including all interest
(other than the portion, if any, representing the Fixed Retained Yield) and
principal received by the Seller on or with respect to the Mortgage Loans after
the Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect
to each Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as
initial Custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trustee or any prior
assignment is in the process of being recorded on the Closing Date, the Seller
shall deliver a copy thereof, certified by WFHM or the applicable WFHM
Correspondent to be a true and complete copy of the document sent for recording,
and the Seller shall use its best efforts to cause each such original recorded
document or certified copy thereof to be delivered to the Trustee promptly
following its recordation, but in no event later than one (1) year following the
Closing Date. If any Mortgage has been recorded in the name of Mortgage
Electronic Registration System, Inc. ("MERS") or its designee, no assignment of
Mortgage in favor of the Trustee will be required to be prepared or delivered
and instead, the Master Servicer shall take all actions as are necessary to
cause the Trust Estate to be shown as the owner of the related Mortgage Loan on
the records of MERS for the purpose of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The Seller shall also
cause to be delivered to the Trustee any other original mortgage loan document
to be included in the Owner Mortgage Loan File if a copy thereof has been
delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trustee within one (1) year following the Closing Date any
original Mortgage or assignment of a Mortgage (except with respect to any
Mortgage recorded in the name of MERS) not delivered to the Trustee on the
Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may,
to the extent set forth in the applicable Servicing Agreement, deliver or cause
to be delivered to the Trustee the assignment of the Mortgage Loan from the
Seller to the Trustee in a form suitable for recordation, if (i) with respect to
a particular state the Trustee has received an Opinion of Counsel acceptable to
it that such recording is not required to make the assignment effective against
the parties to the Mortgage or subsequent purchasers or encumbrancers of the
Mortgaged Property or (ii) the Seller has been advised by each Rating Agency
that non-recordation in a state will not result in a reduction of the rating
assigned by that Rating Agency at the time of the initial issuance of the
Certificates. In the event that the Master Servicer receives notice that
recording is required to protect the right, title and interest of the Trustee in
and to any such Mortgage Loan for which recordation of an assignment has not
previously been required, the Master Servicer shall promptly notify the Trustee
and the Trustee shall within five Business Days (or such other reasonable period
of time mutually agreed upon by the Master Servicer and the Trustee) of its
receipt of such notice deliver each previously unrecorded assignment to the
related Servicer for recordation.
SECTION 2.02 ACCEPTANCE BY TRUSTEE.
The Trustee, acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments (unless the related Mortgage has been registered in
the name of MERS or its designee) and other documents required to be delivered
on the Closing Date pursuant to Section 2.01 above and declares that it holds
and will hold such documents and the other documents constituting a part of the
Owner Mortgage Loan Files delivered to it in trust, upon the trusts herein set
forth, for the use and benefit of all present and future Certificateholders. The
Trustee agrees, for the benefit of Certificateholders, to review each Owner
Mortgage Loan File within 45 days after execution of this Agreement in order to
ascertain that all required documents set forth in Section 2.01 have been
executed and received and appear regular on their face, and that such documents
relate to the Mortgage Loans identified in the Mortgage Loan Schedule, and in so
doing the Trustee may rely on the purported due execution and genuineness of any
such document and on the purported genuineness of any signature thereon. If
within such 45 day period the Trustee finds any document constituting a part of
an Owner Mortgage Loan File not to have been executed or received or to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule or not
to appear regular on its face, the Trustee shall promptly (and in no event more
than 30 days after the discovery of such defect) notify the Seller, which shall
have a period of 60 days after the date of such notice within which to correct
or cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trustee's notice to it referred to above respecting such defect,
either (i) repurchase the related Mortgage Loan or any property acquired in
respect thereof from the Trust Estate at a price equal to (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate, less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase
price shall be deposited by the Seller in the Certificate Account maintained by
the Master Servicer pursuant to Section 3.01. In the case of a Substitute
Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be delivered
to the Trustee and the Substitution Principal Amount, together with (i) interest
on such Substitution Principal Amount at the applicable Net Mortgage Interest
Rate to the following Due Date of such Mortgage Loan which is being substituted
for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment (or, in the case of a Mortgage Loan registered in the name of MERS or
its designee, the Master Servicer shall take all necessary action to reflect
such assignment on the records of MERS), in each case without recourse, as shall
be necessary to vest in the Seller legal and beneficial ownership of such
substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Seller to substitute a new Mortgage Loan for
or repurchase any Mortgage Loan or property as to which such a material defect
in a constituent document exists shall constitute the sole remedy respecting
such defect available to the Certificateholders or the Trustee on behalf of the
Certificateholders. The failure of the Trustee to give any notice contemplated
herein within forty-five (45) days after the execution of this Agreement shall
not affect or relieve the Seller's obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02.
The Trustee may, concurrently with the execution and delivery hereof
or at any time thereafter, enter into a Custodial Agreement substantially in the
form of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to
hold the Mortgage Notes, the Mortgages, the assignments and other documents
related to the Mortgage Loans received by the Trustee, in trust for the benefit
of all present and future Certificateholders, which may provide, among other
things, that the Custodian shall conduct the review of such documents required
under the first paragraph of this Section 2.02.
SECTION 2.03 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER
AND THE SELLER.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that, as of the date of execution
of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would affect its performance
hereunder; and
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Seller a valid and
subsisting first lien on the property described therein and the Seller has
full right to sell and assign the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged
Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Seller's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Seller's knowledge, all parties
to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has
been duly and properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Xxxxxx Xxx or Xxxxxxx Mac,
issued by a title insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of the date of recording of such Mortgage acceptable to mortgage
lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trustee of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be
in full force and effect and inure to the benefit of the Trustee, no
claims have been made under such mortgagee title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such
mortgagee title insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to Xxxxxx Mae or Xxxxxxx Mac against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting
in complete amortization of the Mortgage Loan over a term of not more than
360 months;
(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Xxxxxx Xxx or Xxxxxxx Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice.
Notwithstanding the foregoing, no representations or warranties are
made by the Seller as to the environmental condition of any Mortgaged Property;
the absence, presence or effect of hazardous wastes or hazardous substances on
any Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Owner Mortgage Loan Files to it, and, concurrently with
such delivery, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests, together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
SECTION 2.05 DESIGNATION OF CERTIFICATES; DESIGNATION OF STARTUP DAY
AND LATEST POSSIBLE MATURITY DATE.
The Seller hereby designates the Classes of Class A Certificates
(other than the Class A-R and Class A-LR Certificates) and the Classes of Class
B Certificates as classes of "regular interests" and the Class A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class A-L1 Interest, Class A-L4 Interest, Class
A-L12 Interest, Class A-L13 Interest, Class A-LPO Interest, Class A-LUR
Interest, Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class
B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest as classes of
"regular interests" and the Class A-LR Certificate as the single class of
"residual interest" in the Lower-Tier REMIC for the purposes of Code Sections
860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated
as the "Startup Day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within
the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of
the regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is January
25, 2032 for purposes of Code Section 860G(a)(1).
SECTION 2.06 OPTIONAL SUBSTITUTION OF MORTGAGE LOANS.
During the three-month period beginning on the Startup Date, the
Seller shall have the right, but not the obligation, in its sole discretion for
any reason, to substitute for any Mortgage Loan a Substitute Mortgage Loan
meeting the requirements of Section 2.02. Any such substitution shall be carried
out in the manner described in Section 2.02. The Substitution Principal Amount,
if any, plus accrued interest thereon and the other amounts referred to in
Section 2.02, shall be deposited in the Certificate Account.
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 CERTIFICATE ACCOUNT.
(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements, and shall, in addition, deposit
into the Certificate Account the following amounts, in the case of amounts
specified in clause (i), not later than the Distribution Date on which such
amounts are required to be distributed to Certificateholders and, in the case of
the amounts specified in clause (ii), not later than the Business Day next
following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Sections 2.02 or 2.03 or that is auctioned by the
Master Servicer pursuant to Section 3.08 or purchased by the Master
Servicer pursuant to Section 3.08 or 9.01, the purchase price therefor or,
where applicable, any Substitution Principal Amount and any amounts
received in respect of the interest portion of unreimbursed Periodic
Advances.
(c) The Master Servicer shall cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
either of the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC while any Certificates are outstanding. Any amounts deposited in the
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out of its
own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial Account for
P&I maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
SECTION 3.02 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT.
(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 2.06, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Seller) for expenses incurred by it (including
taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's
Servicing Agreement, provided such expenses are "unanticipated" within the
meaning of the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or
auctioned pursuant to Section 3.08 or to pay to the Master Servicer with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 3.08 or 9.01, all amounts received
thereon and not required to be distributed as of the date on which the
related repurchase or purchase price or Scheduled Principal Balance was
determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;
(xi) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;
(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xiii) to pay to WFHM from any Mortgagor payment on account of
interest or other recovery (including Net REO Proceeds) with respect to a
particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account.
SECTION 3.03 ADVANCES BY MASTER SERVICER AND TRUSTEE.
(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Distribution Date occurring
in the month during which such Periodic Advance is due, the Master Servicer
shall make Periodic Advances to the extent provided hereby. In the event WFHM
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the WFHM Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of WFHM or such Other Servicer, as the case may be, (ii) the amount
actually advanced by WFHM or such Other Servicer, (iii) the amount that the
Trustee or Master Servicer is required to advance hereunder and (iv) whether the
Master Servicer has determined that it reasonably believes that such Periodic
Advance is a Nonrecoverable Advance. Amounts advanced by the Trustee or Master
Servicer shall be deposited in the Certificate Account on the related
Distribution Date. Notwithstanding the foregoing, neither the Master Servicer
nor the Trustee will be obligated to make a Periodic Advance that it reasonably
believes to be a Nonrecoverable Advance. The Trustee may conclusively rely for
any determination to be made by it hereunder upon the determination of the
Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer knows of such failure of the Servicer, advance
such funds and take such steps as are necessary to pay such taxes or insurance
premiums. To the extent WFHM fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the WFHM
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of WFHM, certify to the Trustee that such failure has occurred.
Upon receipt of such certification, the Trustee shall advance such funds and
take such steps as are necessary to pay such taxes or insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.
SECTION 3.04 TRUSTEE TO COOPERATE; RELEASE OF OWNER MORTGAGE LOAN
FILES.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer a Request for Release. Upon the Master Servicer's receipt
of any such Request for Release, the Master Servicer shall promptly forward such
request to the Trustee and the Trustee shall, within five Business Days, release
the related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer
pursuant to clause (ii) of the preceding paragraph, the Trustee shall execute
and deliver to the Master Servicer or such Servicer, as directed by the Master
Servicer, court pleadings, requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall
include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure proceeding or trustee's sale.
SECTION 3.05 REPORTS TO THE TRUSTEE; ANNUAL COMPLIANCE STATEMENTS.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current Xxxxxx Xxx monthly accounting report for its Guaranteed
Mortgage Pass-Through Program with appropriate additions and changes, and shall
also include information as to the aggregate unpaid principal balance of all of
the Mortgage Loans as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before
April 30 of each year, a certificate signed by an officer of the Master
Servicer, certifying that (i) such officer has reviewed the activities of the
Master Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE
LOAN.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of a REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
SECTION 3.07 AMENDMENTS TO SERVICING AGREEMENTS, MODIFICATION OF
STANDARD PROVISIONS.
(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b), the Master Servicer from time to time may, to the extent
permitted by the applicable Servicing Agreement, make such modifications and
amendments to such Servicing Agreement as the Master Servicer deems necessary or
appropriate to confirm or carry out more fully the intent and purpose of such
Servicing Agreement and the duties, responsibilities and obligations to be
performed by the Servicer thereunder. Such modifications may only be made if
they are consistent with the REMIC Provisions, as evidenced by an Opinion of
Counsel. Prior to the issuance of any modification or amendment, the Master
Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee of (i)
an Opinion of Counsel to such effect or (ii) written notification from each
Rating Agency to the effect that such amendment or supplement will not result in
reduction of the current rating assigned by that Rating Agency to the
Certificates. Notwithstanding the two immediately preceding sentences, the
Trustee may, in its discretion, decline to enter into or consent to any such
supplement or amendment if its own rights, duties or immunities shall be
adversely affected.
(c) (i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder, or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing
the applicable Remittance Date to the 18th day of each month (or if such day is
not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct WFHM to enter into an amendment
to the WFHM Servicing Agreement for the purposes described in Sections
3.07(c)(i)(B) and 10.01(b)(iii).
SECTION 3.08 OVERSIGHT OF SERVICING.
The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and with the Trustee's and the Certificateholders' reliance on the
Master Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Master Servicer, such modification shall
be construed as a substitution of the modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trustee an Opinion of Counsel (at the expense of the party seeking to modify
the Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence; provided, however, that no such Opinion of
Counsel need be delivered if the sole purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that
the Mortgage Loan is fully amortized by its original maturity date.
During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall have a limited option to repurchase any defaulted
Mortgage Loan or REO Mortgage Loan during the following time periods: (i)
beginning on the first day of the second month following the month in which the
Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Seller shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, WFHM requests the Seller to repurchase and to
sell to WFHM to facilitate the exercise of WFHM's rights against the originator
or a prior holder of such Mortgage Loan. The purchase price for any Mortgage
Loan repurchased pursuant to this paragraph shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate for such Mortgage Loan, through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Master Servicer shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian, if any, shall promptly release
to the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement
with an unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
SECTION 3.09 TERMINATION AND SUBSTITUTION OF SERVICING AGREEMENTS.
Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Seller and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) WFHM fails to make any advance, as a consequence of which the Trustee
is obligated to make an advance pursuant to Section 3.03 and (ii) the Trustee
provides WFHM written notice of the failure to make such advance and such
failure shall continue unremedied for a period of 15 days after receipt of such
notice, the Trustee shall terminate the WFHM Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
SECTION 3.10 APPLICATION OF NET LIQUIDATION PROCEEDS.
For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.
SECTION 3.11 ACT REPORTS.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates and
the Class B-1, Class B-2 and Class B-3 Certificates pursuant to the Securities
Exchange Act of 1934, as amended.
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
SECTION 4.01 DISTRIBUTIONS.
(a) (i) On each Distribution Date, the Pool Distribution Amount will
be applied in the following amounts, to the extent the Pool Distribution Amount
is sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to
the Class A Interest Accrual Amount with respect to such Distribution
Date; provided that prior to the Accretion Termination Date, an amount
equal to the amount that would otherwise be distributable in respect of
interest to the Accrual Certificates pursuant to this provision will
instead be distributed in reduction of the Principal Balances of certain
Classes of Class A Certificates, in each case in accordance with Section
4.01(b);
second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls, in an aggregate
amount up to the Aggregate Class A Unpaid Interest Shortfall; provided
that prior to the Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of unpaid interest
shortfalls to the Accrual Certificates pursuant to this provision will
instead be distributed in reduction of the Principal Balances of certain
Classes of Class A Certificates, in each case in accordance with Section
4.01(b);
third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based
on their respective Class A Non-PO Optimal Principal Amount and Class A-PO
Optimal Principal Amount, (A) to the Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such
Classes in accordance with Section 4.01(b) or Section 4.01(c), as
applicable, and (B) to the Class A-PO Certificates in an amount up to the
Class A-PO Optimal Principal Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise distributable (without regard
to this Paragraph fourth) first to the Class B-6 Certificates pursuant to
Paragraph twenty-second, below, second to the Class B-5 Certificates
pursuant to Paragraph nineteenth, below, third to the Class B-4
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class
B-3 Certificates pursuant to Paragraph thirteenth below, fifth to the
Class B-2 Certificates pursuant to Paragraph tenth below, and sixth to the
Class B-1 Certificates pursuant to Paragraph seventh below;
fifth, to the Class B-1 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-1 Certificates with respect to
such Distribution Date;
sixth, to the Class B-1 Certificates in an amount up to the Class
B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class
B-1 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-1 Certificates pursuant to this Paragraph
seventh will be reduced by the amount, if any, that would have been
distributable to the Class B-1 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eighth, to the Class B-2 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-2 Certificates with respect to
such Distribution Date;
ninth, to the Class B-2 Certificates in an amount up to the Class
B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class
B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-2 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been
distributable to the Class B-2 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
eleventh, to the Class B-3 Certificates, in an amount up to the
Interest Accrual Amount for the Class B-3 Certificates with respect to
such Distribution Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class
B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the
Class B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-3 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the
Interest Accrual Amount for the Class B-4 Certificates with respect to
such Distribution Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-4 Certificates pursuant to this Paragraph
sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-4 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the
Interest Accrual Amount for the Class B-5 Certificates with respect to
such Distribution Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class B-5 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the
Interest Accrual Amount for the Class B-6 Certificates with respect to
such Distribution Date;
twenty-first, to the Class B-6 Certificates in an amount up to the
Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the
Class B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class B-6 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class B-6 Certificates hereunder used to pay the
Class A-PO Deferred Amount as provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any
amounts remaining in the Upper-Tier Certificate Account, and to the Holder
of the Class A-LR Certificate, any amounts remaining in the Payment
Account.
Notwithstanding the foregoing, after the Principal Balance or
notional amount of any Class (other than the Class A-R or Class A-LR
Certificate) has been reduced to zero, such Class will be entitled to no further
distributions of principal or interest (including, without limitation, any
Unpaid Interest Shortfalls).
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-15 and
Class A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their outstanding Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On
each Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class A-L12 Interest and the Class A-L13
Interest) shall receive distributions in respect of interest in an amount equal
to the Interest Accrual Amounts and Unpaid Interest Shortfalls, as the case may
be, in respect of its Corresponding Upper-Tier Class or Classes, in each case to
the extent actually distributed thereon. On each Distribution Date, the Class
A-L12 Interest shall receive a distribution in respect of interest in an amount
equal to the sum of (i) the Interest Accrual Amount and any distribution in
respect of Class A Unpaid Interest Shortfalls in each case actually distributed
on the Class A-12 Certificates and (ii) the product of the Class A-L12 Interest
Fraction and the Interest Accrual Amount and any distribution in respect of
Class A Unpaid Interest Shortfalls in each case actually distributed on the
Class A-15 Certificates. On each Distribution Date, the Class A-L13 Interest
shall receive a distribution in respect of interest in an amount equal to the
sum of (i) the Interest Accrual Amount and any distribution in respect of Class
A Unpaid Interest Shortfalls in each case actually distributed on the Class A-13
Certificates and (ii) the product of the Class A-L13 Interest Fraction and the
Interest Accrual Amount and any distribution in respect of Class A Unpaid
Interest Shortfalls in each case actually distributed on the Class A-15
Certificates. On each Distribution Date, each Uncertificated Lower-Tier Interest
shall receive distributions in respect of interest in an amount equal to the
Interest Accrual Amounts and Unpaid Interest Shortfalls, as the case may be, in
respect of its Corresponding Upper-Tier Class or Classes, in each case to the
extent actually distributed thereon. Such amounts distributed to the
Uncertificated Lower-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Principal Balances of the respective
Corresponding Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class
A-L4 Interest, Class A-L12 Interest, Class A-L13 Interest, Class A-LUR Interest,
Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4
Interest, Class B-L5 Interest and Class B-L6 Interest shall be 6.500% per annum.
The Class A-LPO Interest is a principal-only interest and is not entitled to
distributions of interest. Any Non-Supported Interest Shortfalls will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
(b) The Class A-15 Certificates are interest-only Certificates and
are not entitled to distributions in respect of principal.
I. On each Distribution Date occurring prior to the Accretion Termination
Date, the Accrual Distribution Amount will be distributed sequentially as
follows:
first, to the Class A-4 and Class A-5 Certificates, pro rata; and
second, to the Class A-6 Certificates.
II. On each Distribution Date occurring prior to the Subordination
Depletion Date, the Class A Non-PO Principal Amount will be allocated among and
distributed in reduction of the Principal Balances of the Class A Certificates
(other than the Class A-PO Certificates) sequentially as follows:
first, concurrently, to the Class A-R and Class A-LR Certificates,
pro rata;
second, concurrently, up to the Priority Amount for such
Distribution Date, as follows:
(i) 21.5155555556% sequentially to the Class A-10 and Class
A-11 Certificates;
(ii) 16.0000000000% to the Class A-16 Certificates;
(iii) 0.9166666667% to the Class A-17 Certificates; and
(iv) 60.9011111110% to the Class A-18 Certificates;
third, concurrently, as follows:
(i) 40.4031466453% sequentially as follows:
(a) sequentially, to the Class A-12, Class A-13 and
Class A-14 Certificates, up to the PAC Principal Amount for such
Distribution Date;
(b) concurrently, to the Class A-4 and Class A-5
Certificates, pro rata;
(c) to the Class A-6 Certificates; and
(d) sequentially, to the Class A-12, Class A-13 and
Class A-14 Certificates;
(ii) 21.2910093874% to the Class A-3 Certificates;
(iii) 22.7617480748%, sequentially, to the Class A-2 and Class
A-9 Certificates; and
(iv) 15.5440958925%, sequentially, to the Class A-1 and Class
A-8 Certificates;
fourth, to the Class A-7 Certificates; and
fifth, concurrently, as follows:
(i) 21.5155555556% sequentially to the Class A-10 and Class
A-11 Certificates;
(ii) 16.0000000000% to the Class A-16 Certificates;
(iii) 0.9166666667% to the Class A-17 Certificates; and
(iv) 60.9011111110% to the Class A-18 Certificates.
The "PAC Principal Amount" for any Distribution Date means the
amount, if any, that would reduce the sum of the Principal Balances of the PAC
Group to the percentage of the sum of the initial Principal Balances of the PAC
Group shown in the related table with respect to such Distribution Date.
The following table sets forth for each Distribution Date the
planned Principal Balance for the PAC Group, expressed as a percentage of the
initial aggregate Principal Balance or initial Principal Balance of such Group.
PLANNED PRINCIPAL BALANCES
AS PERCENTAGES OF AGGREGATE INITIAL PRINCIPAL BALANCE
PAC GROUP
PERCENTAGE OF PERCENTAGE OF PERCENTAGE OF
AGGREGATE INITIAL AGGREGATE INITIAL AGGREGATE INITIAL
DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE DISTRIBUTION DATE PRINCIPAL BALANCE
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
Up to and including
January 2002...... 99.65504268% June 2004......... 70.71618540% December 2006..... 29.60471635%
February 2002..... 99.26383210 July 2004......... 69.24205776 January 2007...... 28.40277191
March 2002........ 98.82650208 August 2004....... 67.77542920 February 2007..... 27.20719050
April 2002........ 98.34318029 September 2004.... 66.31626156 March 2007........ 26.01793971
May 2002.......... 97.81401824 October 2004...... 64.86451682 April 2007........ 24.83498729
June 2002......... 97.23919127 November 2004..... 63.42015720 May 2007.......... 23.65830119
July 2002......... 96.61889847 December 2004..... 61.98314509 June 2007......... 22.48784951
August 2002....... 95.95336261 January 2005...... 60.55344310 July 2007......... 21.32360051
September 2002.... 95.24283001 February 2005..... 59.13101401 August 2007....... 20.16552263
October 2002...... 94.48757044 March 2005........ 57.71582081 September 2007.... 19.01358450
November 2002..... 93.68787697 April 2005........ 56.30782668 October 2007...... 17.86775489
December 2002..... 92.84406580 May 2005.......... 54.90699499 November 2007..... 16.72800274
January 2003...... 91.95647606 June 2005......... 53.51328931 December 2007..... 15.59429715
February 2003..... 91.02546964 July 2005......... 52.12667339 January 2008...... 14.48739441
March 2003........ 90.05143091 August 2005....... 50.74711117 February 2008..... 13.38640173
April 2003........ 89.03476653 September 2005.... 49.37456679 March 2008........ 12.29128885
May 2003.......... 87.97590516 October 2005...... 48.00900456 April 2008........ 11.20202568
June 2003......... 86.87529714 November 2005..... 46.65038899 May 2008.......... 10.11858229
July 2003......... 85.73341427 December 2005..... 45.29868477 June 2008......... 9.04092887
August 2003....... 84.55074939 January 2006...... 43.95385677 July 2008......... 7.96954507
September 2003.... 83.32781611 February 2006..... 42.61587007 August 2008....... 6.92758882
October 2003...... 82.06514841 March 2006........ 41.28468989 September 2008.... 5.91433614
November 2003..... 80.76330028 April 2006........ 39.96028166 October 2008...... 4.92908011
December 2003..... 79.42284532 May 2006.......... 38.64261100 November 2008..... 3.97113053
January 2004...... 78.04437632 June 2006......... 37.33164367 December 2008..... 3.03981347
February 2004..... 76.62850484 July 2006......... 36.02734565 January 2009...... 2.26706802
March 2004........ 75.17586074 August 2006....... 34.72968308 February 2009..... 1.51647010
April 2004........ 73.68709177 September 2006.... 33.43862228 March 2009........ 0.78744849
May 2004.......... 72.19785055 October 2006...... 32.15412975 April 2009........ 0.07944590
November 2006..... 30.87617216 May 2009..........
and therefore 0.00000000%
(c) Notwithstanding the foregoing, on each Distribution Date
occurring on or subsequent to the Subordination Depletion Date, the Class A
Non-PO Principal Distribution Amount shall be distributed among the Class A
Certificates (other than the Class A-PO Certificates) pro rata in accordance
with their outstanding Principal Balances without regard to either the
proportions or the priorities set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1
Principal Balance is greater than zero, the Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2
Principal Balance is greater than zero, the Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to
receive distributions of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3
Principal Balance is greater than zero, the Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4
Principal Balance is greater than zero, the Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5
Principal Balance is greater than zero, the Class B-6 Certificates
shall not be eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date
the aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The Trustee may clear and terminate the Upper-Tier Certificate Account pursuant
to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date
(if such Final Distribution Date is in connection with a purchase of the assets
of the Trust Estate by the Seller), the Paying Agent shall, on behalf of the
Master Servicer, from funds remitted to it by the Master Servicer, distribute to
each Certificateholder of record (other than the Class A-LR Certificateholder)
on the preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.23, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final
Distribution Date, the Principal Balance of any Class of Class A Certificates
(other than the Class A-15, Class A-R or Class A-LR Certificates) or the
Principal Balance of any Class of Class B Certificates would be reduced to zero
or, in the case of the Class A-15 Certificates, the Notional Amount would be
reduced to zero, the Master Servicer shall, as soon as practicable after the
Determination Date relating to such Distribution Date, send a notice to the
Trustee. The Trustee will then send a notice to each Certificateholder of such
Class with a copy to the Certificate Registrar, specifying that the final
distribution with respect to such Class will be made on such Distribution Date
only upon the presentation and surrender of such Certificateholder's
Certificates at the office or agency of the Trustee therein specified; provided,
however, that the failure to give such notice will not entitle a
Certificateholder to any interest beyond the interest payable with respect to
such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the
Master Servicer, the Master Servicer) shall withhold or cause to be withheld
such amounts as may be required by the Code (giving full effect to any
exemptions from withholding and related certifications required to be furnished
by Certificateholders and any reductions to withholding by virtue of any
bilateral tax treaties and any applicable certification required to be furnished
by Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
SECTION 4.02 ALLOCATION OF REALIZED LOSSES.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal Balance
has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal
Balance has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal
Balance has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and Class A-PO Certificates, pro rata, based on the
Non-PO Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the
reduction of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date to the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates
or Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) [Intentionally Left Blank]
(e) The interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses shall be allocated between (i) the
Class A Certificates and (ii) the Class B Certificates, pro rata based on the
Class A Interest Accrual Amount and the Class B Interest Accrual Amount for the
related Distribution Date, without regard to any reduction pursuant to this
sentence. Any such loss allocated to the Class A Certificates shall be allocated
among the outstanding Classes of Class A Certificates based on each Class's
Class A Interest Percentage. Any such loss allocated to the Class B Certificates
will be allocated among the outstanding Classes of Class B Certificates based on
their Class B Interest Percentages. In addition, after the Class B Principal
Balance has been reduced to zero, the interest portion of Realized Losses (other
than Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses) will be allocated among the outstanding Classes of Class A Certificates
based on their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02
will be allocated as follows: (i) Liquidated Loan Losses on Liquidated Loans for
which the Liquidation Proceeds were received during, and Bankruptcy Losses
incurred in a period corresponding to, an Unscheduled Principal Receipt Period
for Full Unscheduled Principal Receipts that is a Mid-Month Receipt Period will
be allocated on the Determination Date in the month following the month in which
such Mid-Month Receipt Period ended and (ii) Liquidated Loan Losses on
Liquidated Loans for which the Liquidation Proceeds were received during, and
Bankruptcy Losses incurred in a period corresponding to, an Unscheduled
Principal Receipt Period for Full Unscheduled Principal Receipts that is a Prior
Month Receipt Period will be allocated on the Determination Date in the second
month following the month which is such Prior Month Receipt Period.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
(h) With respect to any Distribution Date, the interest portion of
Realized Losses allocated pursuant to this Section 4.02 will be allocated to
each Uncertificated Lower-Tier Interest in the same relative proportions as
interest is allocated to such Uncertificated Lower-Tier Interest.
SECTION 4.03 PAYING AGENT.
(a) The Master Servicer hereby appoints the Trustee as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying
Agent.
The Master Servicer shall cause any Paying Agent that is not the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to
Certificateholders or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer
in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account,
which shall be a separate trust account and an Eligible Account, in which the
Master Servicer shall cause to be deposited from funds in the Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, an amount
equal to the Pool Distribution Amount. The Master Servicer may cause the Paying
Agent to invest the funds in the Payment Account. Any such investment shall be
in Eligible Investments, which shall mature not later than the Business Day
preceding the related Distribution Date (unless the Eligible Investments are
obligations of the Trustee, in which case such Eligible Investments shall mature
not later than the Distribution Date), and shall not be sold or disposed of
prior to maturity. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in respect of any
such investments shall be deposited in the Payment Account by the Master
Servicer out of its own funds immediately as realized. The Paying Agent may
withdraw from the Payment Account any amount deposited in the Payment Account
that was not required to be deposited therein and may clear and terminate the
Payment Account pursuant to Section 9.01.
SECTION 4.04 STATEMENTS TO CERTIFICATEHOLDERS; REPORTS TO THE
TRUSTEE, AND THE SELLER.
Concurrently with each distribution pursuant to Section 4.01(f), the
Master Servicer, or the Paying Agent appointed by the Master Servicer (upon
receipt of such statement from the Master Servicer), shall forward or cause to
be forwarded by mail to each Holder of a Certificate and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class of Class A
Certificates for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid
Interest Shortfall with respect to each Class of Class B Certificates
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class B
Certificates for such Distribution Date, and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class of Class B Certificates for such
Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions of
principal made, and the principal portion of Realized Losses, if any,
allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of
the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage
Loans serviced by WFHM and, collectively, by the Other Servicers as of
such Distribution Date;
(x) the Class A Percentage for such Distribution Date;
(xi) the Class A Prepayment Percentage for such Distribution Date;
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for such Distribution Date;
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for such Distribution Date;
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage
Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of
Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date;
(xxiii) in the case of the Class A-15 Certificates, the Notional
Amount, if any;
(xxiv) in the case of each Class of LIBOR Certificates, the
applicable Class A Pass-Through Rate;
(xxv) the Class A-PO Deferred Amount, if any;
(xxvi) the amount of PMI Advances made by a Servicer, if any; and
(xxvii) such other customary information as the Master Servicer
deems necessary or desirable to enable Certificateholders to prepare their
tax returns;
and shall deliver a copy of each type of statement to the Trustee, who shall
provide copies thereof to Persons making written request therefor at the
Corporate Trust Office.
In the case of information furnished with respect to a Class of
Class A Certificates pursuant to clauses (i) and (ii) above and with respect to
a Class of Class B Certificates pursuant to clauses (iii) and (iv) above, the
amounts shall be expressed as a dollar amount per Class A or Class B Certificate
(other than the Class A-R and Class A-LR Certificates) with a $1,000
Denomination, and as a dollar amount per Class A-R and Class A-LR Certificates
with a $50 Denomination.
Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall furnish or cause to be furnished to each Person
who at any time during the calendar year was the Holder of a Certificate a
statement containing the information set forth in clauses (i) and (ii)(a) above
in the case of a Class A Certificateholder and the information set forth in
clauses (iii) and (iv)(a) above in the case of a Class B Certificateholder
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Master Servicer
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding
each Distribution Date, the Master Servicer shall furnish a statement to the
Trustee, any Paying Agent and the Seller (the information in such statement to
be made available to Certificateholders by the Master Servicer on written
request) setting forth the Class A Distribution Amount with respect to each
Class of Class A Certificates and the Class B Distribution Amount with respect
to each Class of Class B Certificates. The determination by the Master Servicer
of such amounts shall, in the absence of obvious error, be presumptively deemed
to be correct for all purposes hereunder and the Trustee and the Paying Agent
shall be protected in relying upon the same without any independent check or
verification.
In addition to the reports required pursuant to this Section 4.04,
the Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class B-4, Class B-5 or Class B-6 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE.
The Master Servicer shall, in each year beginning after the Cut-Off
Date, make the reports of foreclosures and abandonments of any Mortgaged
Property as required by Code Section 6050J. In order to facilitate this
reporting process, the Master Servicer shall request that each Servicer, on or
before January 15th of each year, shall provide to the Internal Revenue Service,
with copies to the Master Servicer, reports relating to each instance occurring
during the previous calendar year in which such Servicer (i) on behalf of the
Trustee acquires an interest in a Mortgaged Property through foreclosure or
other comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
SECTION 4.06 CALCULATION OF AMOUNTS; BINDING EFFECT OF
INTERPRETATIONS AND ACTIONS OF MASTER SERVICER.
The Master Servicer will compute the amount of all distributions to
be made on the Certificates and all losses to be allocated to the Certificates.
In the event that the Master Servicer concludes that any ambiguity or
uncertainty exists in any provisions of this Agreement relating to distributions
to be made on the Certificates, the allocation of losses to the Certificates or
otherwise, the interpretation of such provisions and any actions taken by the
Master Servicer in good faith to implement such interpretation shall be binding
upon Certificateholders.
SECTION 4.07 DETERMINATION OF LIBOR.
On each Rate Determination Date, the Trustee shall determine LIBOR
for the Distribution Date occurring in the succeeding month on the basis of the
British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month
deposits in U.S. dollars as found on Telerate page 3750 as of 11:00 A.M. London
time on such Rate Determination Date. As used herein, "Telerate page 3750" means
the display designated as page 3750 on the Bridge Telerate Service.
If on any Rate Determination Date the Trustee is unable to determine
LIBOR on the basis of the method set forth in the preceding paragraph, LIBOR for
the Distribution Date in the succeeding month will be whichever is higher of (x)
LIBOR as determined on the previous Rate Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the
Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month U.S. dollar lending rates that the Reference Banks are quoting, on
the relevant Rate Determination Date, to the principal London offices of at
least two leading banks in the London interbank market or (b) in the event that
the Trustee can determine no such arithmetic mean, the lowest one-month U.S.
dollar lending rate that the Reference Banks are quoting on such Rate
Determination Date to leading European banks.
If on any Rate Determination Date the Trustee is required but is
unable to determine the Reserve Interest Rate in the manner provided in the
preceding paragraph, LIBOR for the Distribution Date in the succeeding month
will be LIBOR as determined on the previous Rate Determination Date, or, in the
case of the first Rate Determination Date, 2.080%.
The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the rates of interest applicable to each of the LIBOR
Certificates in the absence of manifest error, will be final and binding. After
a Rate Determination Date, the Trustee shall provide the Class A Pass-Through
Rates of the LIBOR Certificates for the related Distribution Date to Beneficial
Owners or Holders of LIBOR Certificates who place a telephone call to the
Trustee at (000) 000-0000 and make a request therefor during normal working
hours on any Business Day.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 THE CERTIFICATES.
(a) The Class A and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class A-R and
Class A-LR Certificates, integral multiples of $1,000 in excess thereof (except,
if necessary, for one Certificate of each Class (other than the Class A-R and
Class A-LR Certificates) that evidences one Single Certificate plus such
additional principal portion or notional amount as is required in order for all
Certificates of such Class to equal the aggregate Original Principal Balance or
Original Notional Amount of such Class), and shall be substantially in the
respective forms set forth as Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0,
X-0, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-00, X-XX, X-X, A-LR, X-0,
X-0, X-0, X-0, X-0, B-6 and C (reverse side of Certificates) hereto. On original
issue the Certificates shall be executed and delivered by the Trustee to or upon
the order of the Seller upon receipt by the Trustee or the Custodian of the
documents specified in Section 2.01. The aggregate principal portion (or
notional amount) evidenced by the Class A and Class B Certificates shall be the
sum of the amounts specifically set forth in the respective Certificates. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by any Responsible Officer thereof. Certificates bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Trustee shall bind the Trustee notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless manually countersigned by a
Responsible Officer of the Trustee, or unless there appears on such Certificate
a certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to
Section 5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized
representative of [the Clearing Agency] to the Seller or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of [the Clearing Agency] or such other name as requested
by an authorized representative of [the Clearing Agency] and any payment is made
to [the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Seller or to, and deposited with the Certificate Custodian, on behalf of The
Depository Trust Company, if directed to do so pursuant instructions from The
Depository Trust Company. Such Certificates shall initially be registered in the
Certificate Register in the name of the nominee of the initial Clearing Agency,
and no Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force
and effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by
law, the rules, regulations and procedures of the Clearing Agency and
agreements between such Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants, and all references in this Agreement to
actions by Certificateholders shall, with respect to the Book-Entry
Certificates, refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in
this Agreement to distributions, notices, reports and statements to
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to distributions, notices, reports and statements to the Clearing
Agency or its nominee, as registered holder of the Book-Entry
Certificates, as the case may be, for distribution to Beneficial Owners in
accordance with the procedures of the Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Book-Entry Certificates evidencing specified Voting Interests, such direction or
consent shall be given by Beneficial Owners having the requisite Voting
Interests, acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to
Beneficial Owners pursuant to Section 5.07, copies of the reports or statements
referred to in Section 4.04 shall be available to Beneficial Owners upon written
request to the Trustee at the Corporate Trust Office.
SECTION 5.02 REGISTRATION OF CERTIFICATES.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee shall
act as, or shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at
any office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like aggregate
principal portion or Percentage Interest and of the same Class upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be
canceled by the Certificate Registrar, the Trustee or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the registration requirements of the Securities Act of
1933, as amended, and any applicable State securities laws are complied with, or
such transfer is exempt from the registration requirements under said Act and
laws. In the event that a transfer is to be made in reliance upon an exemption
from said Act or laws, (i) unless such transfer is made in reliance on Rule
144A, the Trustee or the Seller may, if such transfer is to be made within three
years after the later of (i) the date of the initial sale of Certificates or
(ii) the last date on which the Seller or any affiliate thereof was a Holder of
the Certificates proposed to be transferred, require a Class B-4, Class B-5 or
Class B-6 Certificateholder to deliver a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Seller, to the
effect that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being
made pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer, and (ii) the Trustee
shall require the transferee (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee, the Seller or
the Master Servicer. The Holder of a Class B-4, Class B-5 or Class B-6
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Seller, the Master Servicer and any Paying Agent
acting on behalf of the Trustee against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws. Neither the Seller nor the Trustee is under an obligation to
register the Class B-4, Class B-5 or Class B-6 Certificates under said Act or
any other securities law.
(c) No transfer of a Class B-4, Class B-5 or Class B-6 Certificate
shall be made unless the Trustee and the Seller shall have received (i) a
representation letter from the transferee in the form of Exhibit J hereto, to
the effect that either (a) such transferee is not an employee benefit plan or
other retirement arrangement subject to Title I of ERISA or Code Section 4975,
or a governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is to a material extent
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan") and is not a person acting on behalf of or using the assets of any such
Plan, which representation letter shall not be an expense of the Trustee, the
Seller or the Master Servicer or (b) if such transferee is an insurance company,
(A) the source of funds used to purchase the Class B-4, Class B-5 or Class B-6
Certificate is an "insurance company general account" (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"),
60 Fed. Reg. 35925 (July 12, 1995)), (B) there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase
and holding of such Class B-4, Class B-5 or Class B-6 Certificate is covered by
Sections I and III of PTE 95-60 or (ii) in the case of any such Class B-4, Class
B-5 or Class B-6 Certificate presented for registration in the name of a Plan,
or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the
Trustee and the Seller to the effect that the purchase or holding of such Class
B-4, Class B-5 or Class B-6 Certificate will not result in the assets of the
Trust Estate being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the Seller or the Master Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Seller or the Master Servicer and (B) such other
opinions of counsel, officer's certificates and agreements as the Seller or the
Master Servicer may require in connection with such transfer, which opinions of
counsel, officers' certificates and agreements shall not be an expense of the
Trustee, the Seller or the Master Servicer. The Class B-4, Class B-5 and Class
B-6 Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the
Class A-R or Class A-LR Certificate may be transferred directly or indirectly to
a "disqualified organization" within the meaning of Code Section 860E(e)(5) or
an agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trustee with an
effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R or Class
A-LR Certificate to it is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of the Class A-R
or Class A-LR Certificate will not be disregarded for federal income tax
purposes (any such person who is not covered by clauses (i), (ii) or (iii) above
being referred to herein as a "Non-permitted Foreign Holder"), and any such
purported transfer shall be void and have no effect. The Trustee shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R or Class A-LR Certificate in
connection with any such transfer to a disqualified organization or agent
thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or registration of transfer, or
register the transfer of, the Class A-R or Class A-LR Certificate, unless the
transferor shall have provided to the Trustee an affidavit, substantially in the
form attached as Exhibit H hereto, signed by the transferee, to the effect that
the transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R or
Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class A-R or Class A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed
in connection with the initial issuance of the Class A-R or Class A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial
interest in any portion of the Class A-R or Class A-LR Certificate has been
transferred, directly or indirectly, to a disqualified organization or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, (i) such transferee shall be deemed to hold the Class
A-R or Class A-LR Certificate in constructive trust for the last transferor who
was not a disqualified organization or agent thereof, and such transferor shall
be restored as the owner of such Class A-R or Class A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to the Class A-R or Class A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R or Class A-LR Certificate or such agent (within 60
days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class A-R or Class A-LR Certificate (or
portion thereof) for periods after such transfer. At the election of the Master
Servicer, the cost to the Master Servicer of computing and furnishing such
information may be charged to the transferor or such agent referred to above;
however, the Master Servicer shall in no event be excused from furnishing such
information.
SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or
the Authenticating Agent, or the Trustee or the Authenticating Agent receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee or the Authenticating
Agent such security or indemnity as may be required by them to hold each of them
harmless, then, in the absence of notice to the Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
SECTION 5.04 PERSONS DEEMED OWNERS.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.
(a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trustee,
within 15 days after receipt by the Certificate Registrar of a request by the
Trustee in writing, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Certificateholders of each Class as of the
most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate,
agrees with the Seller, the Master Servicer, the Certificate Registrar and the
Trustee that neither the Seller, the Master Servicer, the Certificate Registrar
nor the Trustee shall be held accountable by reason of the disclosure of any
such information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
SECTION 5.07 DEFINITIVE CERTIFICATES.
If (i)(A) the Master Servicer advises the Trustee in writing that
the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners, the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
SECTION 5.08 NOTICES TO CLEARING AGENCY.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER.
The Seller and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Seller and the Master
Servicer.
SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.
Subject to the following paragraph, the Seller and the Master
Servicer each will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation, and will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The Seller or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac.
SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER
SERVICER AND OTHERS.
Neither the Seller nor the Master Servicer nor any subcontractor nor
any of the partners, directors, officers, employees or agents of any of them
shall be under any liability to the Trust Estate or the Certificateholders and
all such Persons shall be held harmless for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
such Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with the performance of its duties and obligations and
any legal action relating to this Agreement or the Certificates, including,
without limitation, any legal action against the Trustee in its capacity as
Trustee hereunder, other than any loss, liability or expense (including, without
limitation, expenses payable by the Master Servicer under Section 8.06) incurred
by reason of willful misfeasance, bad faith or gross negligence in the
performance of his or its duties hereunder or by reason of reckless disregard of
his or its obligations and duties hereunder. The Seller, the Master Servicer and
any of the directors, officers, employees or agents of either may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. Neither the
Seller nor the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and which in its opinion does not involve
it in any expense or liability; provided, however, that the Seller or the Master
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder if
the Certificateholders offer to the Seller or the Master Servicer, as the case
may be, reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Estate, and the Seller or the
Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account, and such amounts shall, on the following Distribution Date
or Distribution Dates, be allocated in reduction of distributions on the Class A
Certificates and Class B Certificates in the same manner as Realized Losses are
allocated pursuant to Section 4.02(a).
SECTION 6.04 RESIGNATION OF THE MASTER SERVICER.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.
SECTION 6.05 COMPENSATION TO THE MASTER SERVICER.
The Master Servicer shall be entitled to receive a monthly fee equal
to the Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any
investment income on funds on deposit in the Certificate Account and any
Liquidation Profits to which a Servicer is not entitled under its Servicing
Agreement.
SECTION 6.06 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac,
is satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or
appoint an affiliate of the Master Servicer to perform and carry out any duties,
covenants or obligations to be performed and carried out by the Master Servicer
under this Agreement and hereby agrees so to delegate, subcontract, authorize or
appoint to an affiliate of the Master Servicer any duties, covenants or
obligations to be performed and carried out by the Master Servicer to the extent
that such duties, covenants or obligations are to be performed in any state or
states in which the Master Servicer is not authorized to do business as a
foreign corporation but in which the affiliate is so authorized. In no case,
however, shall any permitted assignment and delegation relieve the Master
Servicer of any liability to the Trustee or the Seller under this Agreement,
incurred by it prior to the time that the conditions contained in clause (i)
above are met.
SECTION 6.07 INDEMNIFICATION OF TRUSTEE AND SELLER BY MASTER
SERVICER.
The Master Servicer shall indemnify and hold harmless the Trustee
and the Seller and any director, officer or agent thereof against any loss,
liability or expense, including reasonable attorney's fees, arising out of, in
connection with or incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties of the Master Servicer under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement. Any payment pursuant to this Section made by the Master Servicer
to the Trustee or the Seller shall be from such entity's own funds, without
reimbursement therefor. The provisions of this Section 6.07 shall survive the
termination of this Agreement.
ARTICLE VII
DEFAULT
SECTION 7.01 EVENTS OF DEFAULT.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by
the Master Servicer under the terms of this Agreement which, in either
case, continues unremedied for a period of three business days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(ii) any failure on the part of the Master Servicer duly to observe
or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer in the Certificates or in
this Agreement which continues unremedied for a period of 60 days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee, or
to the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates;
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee, conservator, receiver or liquidator in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged and unstayed for a period
of 60 days;
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating
to the Master Servicer, or of or relating to all or substantially all of
its property;
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make
an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it
becomes ineligible to service for both Xxxxxx Mae and Xxxxxxx Mac, which
ineligibility continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
SECTION 7.02 OTHER REMEDIES OF TRUSTEE.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.
During the continuance of any Event of Default, Holders of
Certificates evidencing in the aggregate not less than 25% of the aggregate
Voting Interest represented by all Certificates may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the rights or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND
UPON EVENT OF DEFAULT.
In the event that the Trustee shall have knowledge of any failure of
the Master Servicer specified in Section 7.01(i) or (ii) which would become an
Event of Default upon the Master Servicer's failure to remedy the same after
notice, the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.
When the Master Servicer receives notice of termination pursuant to
Section 7.01 or the Trustee receives the resignation of the Master Servicer
evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall
be the successor in all respects to the Master Servicer in its capacity as
master servicer under this Agreement and the transactions set forth or provided
for herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) by either Rating Agency and the retention thereof by the
Master Servicer would avert such revocation, downgrading or review.
SECTION 7.06 NOTIFICATION TO CERTIFICATEHOLDERS.
Upon any termination of the Master Servicer or appointment of a
successor master servicer, in each case as provided herein, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 DUTIES OF TRUSTEE.
The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its Responsible Officers, unless it shall be
proved that the Trustee or such Responsible Officer, as the case may be,
was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.
Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties and the manner of
obtaining consents and evidencing the authorization of the execution
thereof shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) The Trustee may consult with counsel, and any written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
SECTION 8.03 TRUSTEE NOT REQUIRED TO MAKE INVESTIGATION.
Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee shall be repaid
by the Master Servicer upon demand.
SECTION 8.04 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than
the certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
SECTION 8.05 TRUSTEE MAY OWN CERTIFICATES.
The Trustee, and any agent thereof, in its individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee or such agent and may transact banking
and/or trust business with the Seller, the Master Servicer or their Affiliates.
SECTION 8.06 THE MASTER SERVICER TO PAY FEES AND EXPENSES.
The Master Servicer covenants and agrees to pay to the Trustee from
time to time, from its own funds, and the Trustee shall be entitled to receive,
reasonable compensation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee and,
except as otherwise agreed by the Master Servicer and the Trustee, the Master
Servicer will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith. The Trustee shall have no right of
reimbursement from the Trust Estate for any such expenses, disbursements and
advances not paid or reimbursed to it by the Master Servicer.
SECTION 8.07 ELIGIBILITY REQUIREMENTS.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.08.
SECTION 8.08 RESIGNATION AND REMOVAL.
The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice of resignation to the Master Servicer,
such resignation to be effective upon the appointment of a successor trustee.
Upon receiving such notice of resignation, the Master Servicer shall promptly
appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 and shall fail to resign after written
request for its resignation by the Master Servicer, or if at any time the
Trustee shall become incapable of acting, or an order for relief shall have been
entered in any bankruptcy or insolvency proceeding with respect to such entity,
or a receiver of such entity or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interests represented by all Certificates (except that
any Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a
successor pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor as provided in Section
8.09.
SECTION 8.09 SUCCESSOR.
Any successor trustee appointed as provided in Section 8.08 shall
execute, acknowledge and deliver to the Master Servicer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective, and
such successor, without any further act, deed or reconveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to its successor all Owner
Mortgage Loan Files and related documents and statements held by it hereunder
(other than any Owner Mortgage Loan Files at the time held by a Custodian, which
Custodian shall become the agent of any successor trustee hereunder), and the
Seller, the Master Servicer and the predecessor entity shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07.
Upon acceptance of appointment by a successor as provided in this
Section, the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
SECTION 8.10 MERGER OR CONSOLIDATION.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
SECTION 8.11 AUTHENTICATING AGENT.
The Trustee may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's countersignature, such reference
shall be deemed to include authentication on behalf of the Trustee by the
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by the Authenticating Agent. The Authenticating Agent must be
acceptable to the Seller and the Master Servicer and must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a principal office and place of business in a state and
city acceptable to the Seller and the Master Servicer, having a combined capital
and surplus of at least $15,000,000, authorized under such laws to do a trust
business and subject to supervision or examination by federal or state
authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Seller and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice thereof to the Authenticating
Agent, the Seller and the Master Servicer. Upon receiving a notice of
resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master Servicer, and
shall give written notice of such appointment to the Seller, and shall mail
notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
SECTION 8.12 SEPARATE TRUSTEES AND CO-TRUSTEES.
The Trustee shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business, where such
separate trustee or co-trustee is necessary or advisable (or the Trustee is
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a Mortgaged
Property is located or for the purpose of otherwise conforming to any legal
requirement, restriction or condition in any state in which a Mortgaged Property
is located or in any state in which any portion of the Trust Estate is located.
The Master Servicer shall advise the Trustee when, in its good faith opinion, a
separate trustee or co-trustee is necessary or advisable as aforesaid. The
separate trustees or co-trustees so appointed shall be trustees for the benefit
of all of the Certificateholders and shall have such powers, rights and remedies
as shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be
personally liable by reason of any act or omission of any other separate
trustee or co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.07
hereunder and no notice to Certificateholders of the appointment thereof shall
be required under Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the
extent necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
SECTION 8.13 APPOINTMENT OF CUSTODIANS.
The Trustee may at any time on or after the Closing Date, with the
consent of the Master Servicer and the Seller, appoint one or more Custodians to
hold all or a portion of the Owner Mortgage Loan Files as agent for the Trustee,
by entering into a Custodial Agreement. Subject to this Article VIII, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders. Each Custodian shall be a depository institution
subject to supervision by federal or state authority, shall have a combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Owner Mortgage Loan File.
Each Custodial Agreement may be amended only as provided in Section 10.01(a).
SECTION 8.14 TAX MATTERS; COMPLIANCE WITH REMIC PROVISIONS.
(a) Each of the Trustee and the Master Servicer covenants and agrees
that it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as two
separate REMICs, or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of any tax return or other action required by law to be
performed directly by the Trustee, the Trustee shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
returns, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward,
or cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trustee and calculated on a monthly basis by using the issue
prices of the Certificates; (iv) make available information necessary for the
application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms 8811 and apply for an Employee Identification Number with a Form SS-4 or
any other permissible method and respond to inquiries by Certificateholders or
their nominees concerning information returns, reports or tax returns; (vi)
maintain (or cause to be maintained by the Servicers) such records relating to
the Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class
A-18, Class A-PO and Class A-R Certificates and the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates and the interests in the
Lower-Tier REMIC represented by the Class A-L1, Class A-L4, Class A-L12, Class
A-L13, Class A-LPO, Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4,
Class B-L5 and Class B-L6 Interests and the Class A-LR Certificate; (viii)
exercise reasonable care not to allow the occurrence of any "prohibited
transactions" within the meaning of Code Section 860F(a), unless the Master
Servicer shall have provided an Opinion of Counsel to the Trustee that such
occurrence would not (a) result in a taxable gain, (b) otherwise subject either
the Upper-Tier REMIC or Lower-Tier REMIC or the Trust Estate to tax or (c) cause
the Trust Estate to fail to qualify as two separate REMICs; (ix) exercise
reasonable care not to allow either the Upper-Tier REMIC or the Lower-Tier REMIC
to receive income from the performance of services or from assets not permitted
under the REMIC Provisions to be held by a REMIC; (x) pay (on behalf of the
Upper-Tier REMIC or the Lower-Tier REMIC) the amount of any federal income tax,
including, without limitation, prohibited transaction taxes, taxes on net income
from foreclosure property, and taxes on certain contributions to a REMIC after
the Startup Day, imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the
case may be, when and as the same shall be due and payable (but such obligation
shall not prevent the Master Servicer or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Master Servicer from withholding or depositing payment of such tax, if permitted
by law, pending the outcome of such proceedings); and (xi) if required or
permitted by the Code and applicable law, act as "tax matters person" for the
Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Treasury
Regulations Section 1.860F-4(d), and the Master Servicer is hereby designated as
agent of the Class A-R and Class A-LR Certificateholders for such purpose (or if
the Master Servicer is not so permitted, the Holders of the Class A-R and Class
A-LR Certificates shall be tax matters persons for the Upper-Tier REMIC and the
Lower-Tier REMIC, respectively, in accordance with the REMIC Provisions). The
Master Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for
any taxes paid by it pursuant to clause (x) of the preceding sentence, except to
the extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the tax returns referred to in
clause (i) of the second preceding sentence.
In order to enable the Master Servicer or the Trustee, as the case
may be, to perform its duties as set forth above, the Seller shall provide, or
cause to be provided, to the Master Servicer within ten days after the Closing
Date all information or data that the Master Servicer determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of each Class of Certificates and the Mortgage Loans in the
aggregate. Thereafter, the Seller shall provide to the Master Servicer or the
Trustee, as the case may be, promptly upon request therefor, any such additional
information or data that the Master Servicer or the Trustee, as the case may be,
may from time to time request in order to enable the Master Servicer to perform
its duties as set forth above. The Seller hereby indemnifies the Master Servicer
or the Trustee, as the case may be, for any losses, liabilities, damages, claims
or expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of either REMIC as described above. In the event
that the Trustee prepares any of the federal, state and local tax returns of
either REMIC as described above, the Trustee hereby indemnifies the Seller and
the Master Servicer for any losses, liabilities, damages, claims or expenses of
the Seller or the Master Servicer arising from the Trustee's willful
misfeasance, bad faith or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each
of the Master Servicer and the Trustee shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust Estate (including, without limitation, any and
all federal, state or local taxes, including taxes imposed on "prohibited
transactions" within the meaning of the REMIC Provisions) if and to the extent
that such costs, liabilities and expenses arise from a failure of the Master
Servicer or the Trustee, respectively, to perform its obligations under this
Section 8.14.
SECTION 8.15 MONTHLY ADVANCES.
In the event that WFHM fails to make a Periodic Advance required to
be made pursuant to the WFHM Servicing Agreement on or before the Distribution
Date, the Trustee shall make a Periodic Advance as required by Section 3.03
hereof; provided, however, the Trustee shall not be required to make such
Periodic Advances if prohibited by law or if it determines that such Periodic
Advance would be a Nonrecoverable Advance. With respect to those Periodic
Advances which should have been made by WFHM, the Trustee shall be entitled,
pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
ARTICLE IX
TERMINATION
SECTION 9.01 TERMINATION UPON PURCHASE BY THE SELLER OR LIQUIDATION
OF ALL MORTGAGE LOANS.
Subject to Section 9.02, the respective obligations and
responsibilities of the Seller, the Master Servicer and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of the
Master Servicer to send certain notices as hereinafter set forth and the tax
reporting obligations under Sections 4.05 and 8.14 hereof) shall terminate upon
the last action required to be taken by the Trustee on the Final Distribution
Date pursuant to this Article IX following the earlier of (i) the purchase by
the Seller of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Estate at a price equal to the sum of (x)
100% of the unpaid principal balance of each Mortgage Loan (other than any REO
Mortgage Loan) as of the Final Distribution Date, and (y) the fair market value
of the Mortgaged Property related to any REO Mortgage Loan (as determined by the
Master Servicer as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01), plus
any accrued and unpaid interest through the last day of the month preceding the
month of such purchase at the applicable Mortgage Interest Rate less any Fixed
Retained Yield on each Mortgage Loan (including any REO Mortgage Loan) and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Estate (including for this purpose
the discharge of any Mortgagor under a defaulted Mortgage Loan on which a
Servicer is not obligated to foreclose due to environmental impairment) or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
hereof.
The right of the Seller to purchase all the assets of the Trust
Estate pursuant to clause (i) of the preceding paragraph are subject to Section
9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage
Loans as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to Certificateholders mailed not earlier than the 15th day
of the month preceding the month of such final distribution and not later than
the twentieth day of the month of such final distribution specifying (A) the
Final Distribution Date upon which final payment of the Certificates will be
made upon presentation and surrender of Certificates at the office or agency of
the Trustee therein designated, (B) the amount of any such final payment and (C)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made (except in the case of any Class A Certificate
surrendered on a prior Distribution Date pursuant to Section 4.01) only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. If the Seller is exercising its right to purchase,
the Seller shall deposit in the Certificate Account on or before the Final
Distribution Date in immediately available funds an amount equal to the purchase
price for the assets of the Trust Estate computed as above provided. Failure to
give notice of termination as described herein shall not entitle a
Certificateholder to any interest beyond the interest payable on the Final
Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders on the Final Distribution
Date in proportion to their respective Percentage Interests an amount equal to
(i) as to the Classes of Class A Certificates, the respective Principal Balance
together with any related Class A Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount, (ii) as
to the Classes of Class B Certificates, the respective Principal Balance
together with any related Class B Unpaid Interest Shortfall and one month's
interest in an amount equal to the respective Interest Accrual Amount and (iii)
as to the Class A-R and Class A-LR Certificates, the amounts, if any, which
remain on deposit in the Upper-Tier Certificate Account and the Certificate
Account, respectively (other than amounts retained to meet claims) after
application pursuant to clauses (i), (ii) and (iii) above and payment to the
Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the Trustee of any
Periodic Advances, is insufficient to pay in full the amounts set forth in
clauses (i), (ii) and (iii) of this paragraph, then any shortfall in the amount
available for distribution to Certificateholders shall be allocated in reduction
of the amounts otherwise distributable on the Final Distribution Date in the
same manner as Realized Losses are allocated pursuant to Sections 4.02(a) and
4.02(g) hereof. Such distribution on the Final Distribution Date shall be in
lieu of the distribution otherwise required to be made on such Distribution Date
in respect of each Class of Certificates.
In the event that all of the Certificateholders shall not surrender
their Certificates for final payment and cancellation within three months
following the Final Distribution Date, the Trustee shall on such date cause all
funds, if any, in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders. The Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
three months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds on deposit in such escrow account.
SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.
In the event of a termination of the Trust Estate upon the exercise
by the Seller of its purchase option as provided in Section 9.01, the Trust
Estate shall be terminated in accordance with the following additional
requirements, unless the Trustee has received an Opinion of Counsel to the
effect that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and the Lower-Tier REMIC as of the
date of such notice (or, if earlier, the date on which the first such
notice is mailed to Certificateholders). The Master Servicer shall also
specify such date in a statement attached to the final tax returns of the
Upper-Tier REMIC and the Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such
cash within 90 days of such adoption in the manner specified in Section
9.01.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 AMENDMENT.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Seller, the Master Servicer and the Trustee without the
consent of any of the Certificateholders, (i) to cure any ambiguity or mistake,
(ii) to correct or supplement any provisions herein or therein which may be
inconsistent with any other provisions herein or therein or in the related
Prospectus, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust Estate
as two separate REMICs at all times that any Certificates are outstanding or to
avoid or minimize the risk of the imposition of any federal tax on the Trust
Estate, the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that
would be a claim against the Trust Estate, provided that (a) the Trustee has
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
the Upper-Tier Certificate Account and Lower-Tier Certificate Account provided
that such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder, (v) to
modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier or Lower-Tier REMIC or any of the Certificateholders will be subject
to a tax caused by a transfer to a non-permitted transferee and (vi) to make any
other provisions with respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall not be materially inconsistent
with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder. Notwithstanding the foregoing, any amendment
pursuant to clause (iv) or (vi) shall not be deemed to adversely affect in any
material respect the interest of Certificateholders and no Opinion of Counsel to
that effect shall be required if the person requesting the amendment instead
obtains a letter from each Rating Agency stating that the amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates.
This Agreement or any Custodial Agreement may also be amended from
time to time by the Seller, the Master Servicer and the Trustee with the consent
of the Holders of Certificates evidencing in the aggregate not less than 66-2/3%
of the aggregate Voting Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent
of Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders
under this Section 10.01(a) to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the
Master Servicer may, from time to time, amend Schedule I hereto without the
consent of any Certificateholder or the Trustee; provided, however, (i) that
such amendment does not conflict with any provisions of the related Servicing
Agreement, (ii) that the related Servicing Agreement provides for the remittance
of each type of Unscheduled Principal Receipts received by such Servicer during
the Applicable Unscheduled Principal Receipt Period (as so amended) related to
each Distribution Date to the Master Servicer no later than the 24th day of the
month in which such Distribution Date occurs and (iii) that such amendment is
for the purpose of
(a) changing the Applicable Unscheduled Principal Receipt Period
for Type 2 Mortgage Loans to a Mid-Month Receipt Period with respect to
all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period
for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt
Period with respect to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section
10.01(b) shall be promptly forwarded to the Trustee.
SECTION 10.02 RECORDATION OF AGREEMENT.
This Agreement (or an abstract hereof, if acceptable to the
applicable recording office) is subject to recordation in all appropriate public
offices for real property records in all the towns or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee,
but only upon direction accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust Estate, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates evidencing not less than 25% of the Voting Interest
represented by all Certificates shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the cost, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 10.04 GOVERNING LAW; JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
SECTION 10.05 NOTICES.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified or registered mail, return receipt requested (i) in the
case of the Seller, to Xxxxx Fargo Asset Securities Corporation, 0000 Xxx
Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Executive Officer, or
such other address as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to
Xxxxx Fargo Bank Minnesota, National Association, 0000 Xxx Xxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Vice President or such other address as
may hereafter be furnished to the Seller and the Trustee in writing by the
Master Servicer and (iii) in the case of the Trustee, to the Corporate Trust
Office, or such other address as may hereafter be furnished to the Seller and
the Master Servicer in writing by the Trustee, in each case Attention: Corporate
Trust Department. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice mailed
or transmitted within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the addressee
receives such notice; provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual
knowledge by an officer of the Master Servicer, the Master Servicer shall not be
deemed to have knowledge of any act or failure to act of any Servicer unless
notified thereof in writing by the Trustee, the Servicer or a Certificateholder.
SECTION 10.06 SEVERABILITY OF PROVISIONS.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES.
(a) The Trustee shall give prompt notice to each Rating Agency of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section
6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer
pursuant to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating
Agency of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section
8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
SECTION 10.08 COVENANT OF SELLER.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
SECTION 10.09 RECHARACTERIZATION.
The Parties intend the conveyance by the Seller to the Trustee of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
ARTICLE XI
TERMS FOR CERTIFICATES
SECTION 11.01 CLASS A FIXED PASS-THROUGH RATE.
The Class A Fixed Pass-Through Rate is 6.500% per annum.
SECTION 11.02 CUT-OFF DATE.
The Cut-Off Date for the Certificates is December 1, 2001.
SECTION 11.03 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE.
The Cut-Off Date Aggregate Principal Balance is $900,487,132.96.
SECTION 11.04 ORIGINAL CLASS A PERCENTAGE.
The Original Class A Percentage is 97.14525748%.
SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A
CERTIFICATES.
As to the following Classes of Class A Certificates, the Principal
Balance of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $100,000,000.00
Class A-2 $150,000,000.00
Class A-3 $154,000,000.00
Class A-4 $105,527,500.00
Class A-5 $ 40,587,500.00
Class A-6 $ 11,715,000.00
Class A-7 $ 60,044,000.00
Class A-8 $ 12,432,000.00
Class A-9 $ 14,638,000.00
Class A-10 $ 13,000,000.00
Class A-11 $ 6,364,000.00
Class A-12 $ 45,546,000.00
Class A-13 $ 74,132,000.00
Class A-14 $ 14,732,000.00
Class A-16 $ 15,000,000.00
Class A-17 $ 825,000.00
Class A-18 $ 54,811,000.00
Class A-PO $ 1,468,361.00
Class A-R $ 50.00
Class A-LR $ 50.00
SECTION 11.05(A) ORIGINAL NOTIONAL AMOUNT.
The Original Notional Amount is $12,709,538.00.
SECTION 11.06 ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE.
The Original Class A Non-PO Principal Balance is $873,354,100.
SECTION 11.07 ORIGINAL SUBORDINATED PERCENTAGE.
The Original Subordinated Percentage is 2.85474252%.
SECTION 11.08 ORIGINAL CLASS B-1 PERCENTAGE.
The Original Class B-1 Percentage is 1.45236122%.
SECTION 11.09 ORIGINAL CLASS B-2 PERCENTAGE.
The Original Class B-2 Percentage is 0.50087942%.
SECTION 11.10 ORIGINAL CLASS B-3 PERCENTAGE.
The Original Class B-3 Percentage is 0.40065904%.
SECTION 11.11 ORIGINAL CLASS B-4 PERCENTAGE.
The Original Class B-4 Percentage is 0.20032952%.
SECTION 11.12 ORIGINAL CLASS B-5 PERCENTAGE.
The Original Class B-5 Percentage is 0.15016372%.
SECTION 11.13 ORIGINAL CLASS B-6 PERCENTAGE.
The Original Class B-6 Percentage is 0.15034960%.
SECTION 11.14 ORIGINAL CLASS B PRINCIPAL BALANCE.
The Original Class B Principal Balance is $25,664,671.10.
SECTION 11.15 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS B
CERTIFICATES.
As to the following Classes of Class B Certificate, the Principal
Balance of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 13,057,000.00
Class B-2 $ 4,503,000.00
Class B-3 $ 3,602,000.00
Class B-4 $ 1,801,000.00
Class B-5 $ 1,350,000.00
Class B-6 $ 1,351,671.10
SECTION 11.16 ORIGINAL CLASS B-1 FRACTIONAL INTEREST.
The Original Class B-1 Fractional Interest is 1.40238129%.
SECTION 11.17 ORIGINAL CLASS B-2 FRACTIONAL INTEREST.
The Original Class B-2 Fractional Interest is 0.90150187%.
SECTION 11.18 ORIGINAL CLASS B-3 FRACTIONAL INTEREST.
The Original Class B-3 Fractional Interest is 0.50084283%.
SECTION 11.19 ORIGINAL CLASS B-4 FRACTIONAL INTEREST.
The Original Class B-4 Fractional Interest is 0.30051331%.
SECTION 11.20 ORIGINAL CLASS B-5 FRACTIONAL INTEREST.
The Original Class B-5 Fractional Interest is 0.15034959%.
SECTION 11.21 CLOSING DATE.
The Closing Date is December 21, 2001.
SECTION 11.22 RIGHT TO PURCHASE.
The right of the Seller to purchase all of the Mortgage Loans
pursuant to Section 9.01 hereof shall be conditioned upon the Pool Scheduled
Principal Balance of the Mortgage Loans being less than $90048713.30 (10% of the
Cut-Off Date Aggregate Principal Balance) at the time of any such purchase.
SECTION 11.23 WIRE TRANSFER ELIGIBILITY.
With respect to the Class A (other than the Class A-15, Class A-PO,
Class A-R and Class A-LR Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-15 Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 33% Percentage Interest. The
Class A-PO, Class A-R and Class A-LR Certificates are not eligible for wire
transfer.
SECTION 11.24 SINGLE CERTIFICATE.
A Single Certificate for each Class of Class A Certificates (other
than the Class A-4, Class A-5, Class A-6, Class A-8, Class A-9, Class A-17,
Class A-PO, Class A-R and Class A-LR Certificates) represents a $25,000
Denomination. A Single Certificate for the Class A-4, Class A-5, Class A-6,
Class A-17, Class A-PO, Class B-1, Class B-2 and Class B-3 Certificates
represents a $100,000 Denomination. A Single Certificate for the Class A-8 and
Class A-9 Certificates represents a $1,000 Denomination. A Single Certificate
for the Class A-15 Certificates represents a $747,619.00 Denomination. A Single
Certificate for the Class A-R and Class A-LR Certificates represents a $50
Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6
Certificates represents a $250,000 Denomination.
SECTION 11.25 SERVICING FEE RATE.
The rate used to calculate the Servicing Fee for each Mortgage Loan
is equal to such rate as is set forth on the Mortgage Loan Schedule with respect
to a Mortgage Loan.
SECTION 11.26 MASTER SERVICING FEE RATE.
The rate used to calculate the Master Servicing Fee for each
Mortgage Loan is 0.017% per annum.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
XXXXX FARGO ASSET SECURITIES
CORPORATION
as Seller
By: ____________________________________
Name: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By: ____________________________________
Name: Xxxxxxx X. Xxxx, III
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By: ____________________________________
Name:
Title:
Attest:
By:___________________________
Name:_________________________
Title:________________________
STATE OF MARYLAND )
) ss.:
COUNTY OF FREDERICK )
On this 21st day of December, 2001, before me, a notary public in
and for the State of Maryland, personally appeared Xxxx X. XxXxxxxx, known to me
who, being by me duly sworn, did depose and say that he resides in McLean,
Virginia; that he is a Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 21st day of December, 2001, before me, a notary public in
and for the State of Maryland, personally appeared Xxxxxxx X. Xxxx, III known to
me who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF )
On this 21st day of December, 2001, before me, a notary public in
and for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AA 3 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AB 1 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AC 9 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AD 7 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in January 2002 will be 2.880% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to
0.800% plus LIBOR as determined on the second business day prior to the 25th day
of the month preceding the month in which such Distribution Date occurs, subject
to a minimum rate of 0.800% and a maximum rate of 9.000%. The amount of interest
which accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-4 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AE 5 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: % (Initial Notional Amount)
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. The pass-through rate applicable with respect to the Distribution
Date in January 2002 will be 15.912% per annum. Thereafter, with respect to each
Distribution Date, the pass-through rate will be a per annum rate equal to
21.320% minus the product of 2.60 and LIBOR as determined on the second business
day prior to the 25th day of the month preceding the month in which such
Distribution Date occurs, subject to a minimum rate of 0.000% and a maximum rate
of 21.320%. The amount of interest which accrues on this Certificate in any
month will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON
THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AF 2 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.500% per
annum. Prior to the Accretion Termination Date, no distribution of interest on
this Certificate will be made. Prior to the Accretion Termination Date, interest
otherwise available for distribution on this Certificate will be added to the
Principal Balance of the Class A-6 Certificates on each Distribution Date. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AG 0 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AJ 4 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AK 1 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-9 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AL 9 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-10 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AM 7 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-11 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of the Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AN 5 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-12 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-12 Certificates required to be distributed
to Holders of the Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 5.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AP 0 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-13 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-13 Certificates required to be distributed
to Holders of the Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-13 Certificates applicable to each Distribution Date will be 6.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-13 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AQ 8 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-14 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-14 Certificates required to be distributed
to Holders of the Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-14 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-14 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AR 6 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: % (initial Notional Amount)
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-15 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-15 Certificates required to be distributed
to Holders of the Class A-15 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-15
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-15 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.500% and (ii) the Notional Amount of the Class A-15
Certificates as of the related Distribution Date. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Non-Supported Interest Shortfall and the interest portion of
certain Realized Losses allocated to the Class A-15 Certificates, as described
in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AS 4 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-16 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-16 Certificates required to be distributed
to Holders of the Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-16 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-16 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-17
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
AFTER THE SUBORDINATION DEPLETION DATE, THE PRINCIPAL PORTION OF
REALIZED LOSSES, OTHER THAN EXCESS LOSSES, ALLOCATED TO THE CLASS A-7 and CLASS
A-18 Certificates WILL BE BORNE BY THE CLASS A-17 CERTIFICATES AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AT 2 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-17 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-17 Certificates required to be distributed
to Holders of the Class A-17 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-17 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-17 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-18
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AU 9 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-18 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-18 Certificates required to be distributed
to Holders of the Class A-18 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-18 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-18 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-PO
[FORM OF FACE OF CLASS A-PO CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AV 7 First Distribution Date: January 25, 2002
Denomination: $
Percentage Interest evidenced
by this Certificate: % Final Scheduled Maturity Date:
January 25, 2032
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-PO Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-PO
Certificates are not entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By:____________________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By:________________________________
Authorized Officer
EXHIBIT A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AW 5 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-R Certificate with respect to a Trust
Estate consisting of a pool of fixed interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to four-family residential mortgage loans,
other than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Xxxxx Fargo Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below). The Trust Estate was created pursuant to a
Pooling and Servicing Agreement dated as of December 21, 2001 (the "Agreement")
among the Seller, Xxxxx Fargo Bank Minnesota, National Association, as master
servicer (the "Master Servicer") and First Union National Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereinafter. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AX 3 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT __________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holder of the Class A-LR Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-LR Certificate required to be distributed to
the Holder of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AY 1 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates as specified in the Agreement, any
Class B-1 Distribution Amount required to be distributed to Holders of the Class
B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 AZ 8 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-2 Distribution Amount required to be distributed to
Holders of the Class B-2 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-2 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS B-3
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 BA 2 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate in
monthly distributions to the Holders of the Class B-3 Certificates with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans") formed by Xxxxx Fargo Asset
Securities Corporation (hereinafter called the "Seller", which term includes any
successor entity under the Agreement referred to below). The Trust Estate was
created pursuant to a Pooling and Servicing Agreement dated as of December 21,
2001 (the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National
Association, as master servicer (the "Master Servicer") and First Union National
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-3 Distribution Amount required to be distributed to
Holders of the Class B-3 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-3 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 BB 0 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-4 Distribution Amount required to be distributed to
Holders of the Class B-4 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-4 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 BC 8 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-5 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-5 Distribution Amount required to be distributed to
Holders of the Class B-5 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-5 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-31, CLASS B-6
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by shares
issued by cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: December 1, 2001
CUSIP No.: 949909 BD 6 First Distribution Date: January 25,
2002
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: January 25, 2032
THIS CERTIFIES THAT ____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class B-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 (the
"Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National Association,
as master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and, subject to
the prior rights of the Class A Certificates and each Class of Class B
Certificates bearing a lower numerical designation as specified in the
Agreement, any Class B-6 Distribution Amount required to be distributed to
Holders of the Class B-6 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class B-6 Certificates applicable to each Distribution Date will be
6.500% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class B-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the Trustee for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is desired
to be made by the Holder hereof, (i) the transferee will be required to execute
an investment letter in the form described in the Agreement and (ii) if such
transfer is to be made within three years from the later of (a) the date of
initial issuance of the Certificates or (b) the last date on which the Seller or
any affiliate thereof was a Holder of the Certificates proposed to be
transferred, and unless such transfer is made in reliance on Rule 144A of the
Securities Act of 1933, as amended, the Trustee or the Seller may require the
Holder to deliver an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller that such transfer is exempt
(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Securities Act of 1933, as
amended, and of any applicable statute of any state. The Holder hereof desiring
to effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Seller, the Master Servicer, and any Paying Agent acting on behalf of the
Trustee against any liability that may result if the transfer is not so exempt
or is not made in accordance with such Federal and state laws. In connection
with any such transfer, the Trustee will also require (i) a representation
letter, in the form as described in the Agreement, stating either (a) that the
transferee is not a Plan and is not acting on behalf of a Plan or using the
assets of a Plan to effect such purchase or (b) subject to certain conditions
described in the Agreement, that the source of funds used to purchase this
Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By____________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By ________________________
Authorized Officer
EXHIBIT C
[Form of Reverse of Series 2001-31 Certificates]
XXXXX FARGO ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-31
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event funds are
advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or
the Trustee, such advances are reimbursable to such Servicer, the Master
Servicer or the Trustee to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate
Account created for the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement to a Servicer, the
Master Servicer or the Trustee, as applicable, of advances made by such
Servicer, the Master Servicer or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the office or agency appointed by the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and Denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized Denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee or the Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate
Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar, may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Seller, the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.
The obligations created by the Agreement in respect of the
Certificates and the Trust Estate created thereby shall terminate upon the last
action required to be taken by the Trustee on the Final Distribution Date
pursuant to the Agreement following the earlier of (i) the payment or other
liquidation (or advance with respect thereto) of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller
from the Trust Estate of all remaining Mortgage Loans and all property acquired
in respect of such Mortgage Loans; provided, however, that the Trust Estate will
in no event continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date of the
Agreement. The Agreement permits, but does not require, the Seller to purchase
all remaining Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such option will effect early retirement of the Certificates, the Seller's
right to exercise such option being subject to the Pool Scheduled Principal
Balance of the Mortgage Loans as of the Distribution Date upon which the
proceeds of such repurchase are distributed being less than ten percent of the
Cut-Off Date Aggregate Principal Balance.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like Denomination or Percentage Interest and Class, to the
above named assignee and deliver such Certificate to the following address:
_______________________________________________________
_______________________________________________________
Social Security or other Identifying Number of Assignee:
_______________________________________________________
Dated:
______________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of ______________________________________________ account number
_____________, or, if mailed by check, to _____________________________________.
Applicable statements should be mailed to ______________________________________
___________________________________.
This information is provided by ______________________, the assignee
named above, or ___________________________________, as its agent.
EXHIBIT D
RESERVED
EXHIBIT E
CUSTODIAL AGREEMENT
-------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of _____________, by and among FIRST UNION
NATIONAL BANK, not individually, but solely as Trustee (including its successors
under the Pooling and Servicing Agreement defined below, the "Trustee"), XXXXX
FARGO ASSET SECURITIES CORPORATION (together with any successor in interest, the
"Seller"), XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and ___________________________
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T
- - - - - - - - - - - - - -
WHEREAS, the Seller, the Master Servicer and the Trustee, have
entered into a Pooling and Servicing Agreement dated as of December 21, 2001
relating to the issuance of Mortgage Pass-Through Certificates, Series 2001-31
(as in effect on the date of this Agreement, the "Original Pooling and Servicing
Agreement", and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Seller under the Pooling and Servicing Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling and Servicing
Agreement, unless otherwise required by the context herein.
Custody of Mortgage Documents
Section 1.1 Custodian to Act as Agent; Acceptance of Custodial
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trustee subsequent to the date hereof (the "Custodial Files") as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 1.2 Recordation of Assignments. If any Custodial File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 1.3 Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 1.4 Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Seller or the Master Servicer as set forth in the Pooling
and Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 1.5 Custodian to Cooperate; Release of Custodial Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a notification that payment in full will be escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Custodian by
a certification (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a
certificate of a Servicing Officer requesting that possession of all, or any
document constituting part of, the Custodial File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan. With such certificate, the Master Servicer shall deliver to the Custodian
a receipt signed by a Servicing Officer on behalf of the Master Servicer, and
upon receipt of the foregoing, the Custodian shall deliver the Custodial File or
such document to the Master Servicer. The Master Servicer shall cause each
Custodial File or any document therein so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have been deposited in the Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 1.6 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
Concerning the Custodian
Section 1.7 Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, holds such documents for the
benefit of Certificateholders and undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement, no Mortgage
Note, Mortgage or other document constituting a part of a Custodial File shall
be delivered by the Custodian to the Seller or the Master Servicer or otherwise
released from the possession of the Custodian.
Section 1.8 Indemnification. The Seller hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reasons of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Seller, and the cost of defending any action,
suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 1.9 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 1.10 Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 1.11 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 1.12 Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 1.13 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
Miscellaneous Provisions
Section 1.14 Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 1.15 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Seller, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt
notice to the Custodian of any amendment or supplement to the Pooling and
Servicing Agreement and furnish the Custodian with written copies thereof.
Section 1.16 Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 1.17 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 1.18 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.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx By:__________________________________
Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000 Name:________________________________
Title:_______________________________
Address: XXXXX FARGO ASSET SECURITIES
CORPORATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name:________________________________
Title:_______________________________
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
0000 Xxx Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 By:__________________________________
Name:________________________________
Title:_______________________________
[CUSTODIAN]
Address:
By:__________________________________
Name:________________________________
Title:_______________________________
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
_________________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of _________, 20__, before me, a notary public in
and for the State of ____________, personally appeared _______________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Xxxxx Fargo Bank
Minnesota, National Association, a national banking association, one of the
parties that executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
_________________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ___ day of ________, 20__, before me, a notary public in and
for the State of ____________, personally appeared __________ _________, known
to me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
_________________________________________
Notary Public
[NOTARIAL SEAL]
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of ________, 20 , before me, a notary public in and
for the State of __________, personally appeared __________ __________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
_________________________________________
Notary Public
[NOTARIAL SEAL]
EXHIBIT F-1
[Schedule of Type 1 Mortgage Loans]
WFMBS
WFMBS 2001-31 EXHIBIT F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) (vii)
----- -------------------------------- ----- -------- -------- -------- ---------- --------
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
-------- -------------------------------- ----- -------- -------- -------- ---------- --------
0077363 XXXXXXX XX 00000 SFD 7.375 6.500 $2,293.04 360
1002828 XXXXX XXXX XXXXXX XX 00000 SFD 6.875 6.500 $4,756.16 360
2007032 XXXXX XXX XX 00000 SFD 7.375 6.500 $2,804.14 360
2010998 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,593.82 360
2014142 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,395.09 360
2025706 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,905.33 360
2026434 XXX XXXX XX 00000 SFD 6.875 6.500 $2,552.17 360
2040987 XXXXX XX 00000 SFD 7.125 6.500 $3,233.85 360
2071802 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,792.22 360
2187643 XXXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360
2822700 XXXXXX XX 00000 SFD 6.875 6.500 $2,867.49 360
2950995 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,521.14 360
2962349 XXXXXXX XX 00000 SFD 6.875 6.500 $3,048.15 360
2970287 XXX XXXXX XX 00000 SFD 7.000 6.500 $3,326.51 360
3615821 XXXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,148.86 360
3841623 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $5,019.36 360
3844893 XXXXXXX XX 00000 SFD 7.000 6.500 $2,967.25 360
3848830 XXXXXXX XX 00000 SFD 7.000 6.500 $4,158.14 360
3849129 XXXX XXXX XX 00000 SFD 7.000 6.500 $2,245.40 360
3849862 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,085.63 360
3850063 XXXXXX XX 00000 SFD 6.875 6.500 $2,364.94 360
3850156 XXXXXX XX 00000 SFD 7.250 6.500 $2,086.85 360
3850241 COLT NECK NJ 07722 SFD 7.125 6.500 $3,921.04 360
3853896 XX XXXX XX 00000 SFD 6.875 6.500 $2,857.64 360
3889491 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,317.59 360
3890109 XXXXXX XX 00000 SFD 7.250 6.500 $2,728.71 360
3890666 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,435.96 360
3892002 XXXX XXXXXX XX 00000 SFD 7.000 6.500 $3,945.25 360
3892138 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,065.42 360
4073060 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,813.74 240
4097556 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,854.15 360
4098869 XXXXXXXXXXX XX 00000 SFD 6.625 6.358 $2,497.22 360
4109914 XXXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,162.23 360
4138285 XXXXX XX 00000 SFD 7.000 6.500 $3,326.51 360
4147070 XXXXXXX XX 00000 SFD 7.000 6.500 $2,228.76 360
4169728 XXXXXX XX 00000 LCO 6.750 6.483 $2,033.36 360
4175287 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4183687 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,376.41 360
4219771 XXXXXX XX 00000 SFD 7.250 6.500 $2,401.26 360
4225064 XXXXXX XXXX XX 00000 SFD 7.250 6.500 $3,683.76 360
4231025 XXXXXXX XX 00000 LCO 7.250 6.500 $3,410.89 360
4232022 XXXXXX XX 00000 SFD 6.875 6.500 $2,693.41 360
4234626 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,701.08 360
4235839 XXXXXXX XX 00000 SFD 7.375 6.500 $3,073.85 360
4235843 XXXXXX XX 00000 SFD 7.375 6.500 $2,676.02 360
4235868 XX XXXXXXX XX 00000 SFD 7.500 6.500 $2,407.05 360
4235906 XXXXXXX XX 00000 SFD 7.375 6.500 $2,185.65 360
4239277 XXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4244916 XXXX XX 00000 SFD 7.125 6.500 $3,153.01 360
4248309 XXXX XXXX XX 00000 SFD 7.250 6.500 $2,200.02 360
4251254 XXXXXXX XX 00000 COP 7.250 6.500 $ 982.33 360
4254644 XXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,606.21 360
4256903 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,432.25 360
4260825 XXXXXX XX 00000 SFD 6.500 6.233 $3,893.54 360
4261121 XXXXXX XX 00000 SFD 7.375 6.500 $2,555.50 360
4262443 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,610.76 360
4262585 XXXXXXX XX 00000 SFD 7.375 6.500 $2,969.90 360
4262914 XXXXXXXX XX 00000 HCO 7.500 6.500 $2,629.05 360
4266131 XXXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $4,302.89 360
4266664 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,554.77 360
4267250 XXXXXX XX 00000 SFD 7.375 6.500 $4,316.72 360
4267532 XXX XXXX XX 00000 HCO 7.500 6.500 $3,642.91 360
4271871 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,421.73 360
4272384 XXXXXXXX XX 00000 SFD 6.500 6.233 $2,451.16 360
4272526 XXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,116.56 360
4272952 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,554.77 360
4273387 XXXXXX XX 00000 SFD 7.250 6.500 $4,973.07 360
4274717 XXX XXXX XX 00000 COP 7.125 6.500 $3,941.26 360
4275737 TOMS XXXXX XX 00000 SFD 7.375 6.500 $3,444.75 360
4276079 XXX XXXX XX 00000 COP 7.250 6.500 $5,798.50 360
4276882 XXXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,432.24 360
4278476 XXXXXXX XX 00000 SFD 7.625 6.500 $3,535.43 360
4278631 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,833.22 360
4282390 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,691.98 360
4283889 XXXX XXXXX XXXXX XX 00000 HCO 7.500 6.500 $2,377.33 360
4284367 XXXX XX 00000 SFD 7.375 6.500 $2,619.74 360
4284750 XXX XXXX XX 00000 COP 7.125 6.500 $2,223.28 360
4286730 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360
4288548 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,304.12 360
4289693 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,018.26 360
4290547 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,558.17 360
4290796 XXXXXX XXXXX XX 00000 SFD 7.375 6.500 $5,939.81 360
4291218 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,171.48 360
4291371 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,195.50 360
4292248 XXXXXXX XX 00000 SFD 7.750 6.500 $3,588.14 360
4292575 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,074.36 360
4292685 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,558.16 360
4292854 XXXXX XXX XX 00000 SFD 7.000 6.500 $3,134.91 360
4293199 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,829.62 360
4294144 XXXXXXX XX 00000 SFD 7.000 6.500 $3,812.19 360
4295055 XXXXXX XX 00000 SFD 7.375 6.500 $2,265.42 360
4295443 XXXXXXX XX 00000 SFD 6.750 6.483 $2,419.45 360
4297302 XXXXX XXX XX 00000 SFD 7.125 6.500 $2,865.13 240
4298480 XXXXX XX 00000 SFD 7.125 6.500 $2,209.80 360
4299258 XXXXXXXX XX 00000 PUD 7.375 6.500 $2,990.62 360
4299942 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $5,593.72 360
4300152 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,236.75 360
4300784 XXXXX XXXXX XXXXX XX 00000 SFD 7.250 6.500 $4,816.16 360
4301256 XXXXX XX 00000 SFD 7.375 6.500 $2,707.45 360
4301734 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360
4301932 XXX XXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4302737 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $4,989.77 360
4303188 XXXXXXX XX 00000 SFD 6.750 6.483 $2,324.19 360
4303243 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,341.86 360
4303524 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4303743 XXXXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $3,271.58 360
4303832 XXXXXX XX 00000 SFD 7.250 6.500 $2,899.25 360
4303914 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,410.89 360
4304305 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,403.55 360
4304397 DOBBS XXXXX XX 00000 SFD 7.250 6.500 $2,169.32 360
4305202 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $6,467.70 360
4305604 XXX XXXX XX 00000 HCO 7.125 6.500 $3,031.74 360
4305963 XXXXXX XX 00000 SFD 6.875 6.500 $4,697.05 360
4307001 XXXXX XXXXXX XX 00000 HCO 6.750 6.483 $2,270.10 360
4307565 XXXXXX XXXXXXX XX 00000 MF2 7.375 6.500 $3,094.23 360
4308587 XXXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,131.42 360
4309034 XXXXXXXXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $2,020.39 360
4309179 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,326.52 360
4310044 XXXXX XXX XXX XX 00000 SFD 6.875 6.500 $3,715.59 360
4310387 XXXXXXX XX 00000 SFD 6.750 6.483 $2,636.56 360
4310936 XXXXXX XX 00000 SFD 7.000 6.500 $2,171.55 360
4310942 XXXXXX XX 00000 SFD 7.000 6.500 $4,191.41 360
4311154 XXXXXX XX 00000 SFD 6.875 6.500 $2,267.64 360
4311425 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,276.58 360
4311754 XXXXXXX XX 00000 HCO 7.000 6.500 $2,077.09 360
4311783 XXXXXXX XX 00000 SFD 6.875 6.500 $4,434.27 360
4312014 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,263.69 360
4312119 XXXX XXXX XX 00000 SFD 7.125 6.500 $2,246.40 360
4312287 XXXXXXX XX 00000 SFD 7.250 6.500 $3,410.89 360
4312935 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,636.55 360
4313083 XXXX XXXXXXX XX 00000 SFD 7.000 6.500 $3,519.76 300
4313213 XXXXXXXXX XX 00000 SFD 7.125 6.500 $4,042.31 360
4313512 XXXX XXXXX XX 00000 SFD 7.000 6.500 $2,089.05 360
4313599 XXX XXXXX XX 00000 SFD 7.250 6.500 $3,410.89 360
4314215 XXX XXXX XX 00000 LCO 7.625 6.500 $2,381.02 360
4314748 XXXXXXX XX 00000 SFD 7.125 6.500 $2,526.11 360
4315004 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,558.17 360
4315486 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,395.09 360
4315659 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,010.65 360
4315730 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,099.65 360
4315746 XXXX XXXX XX 00000 SFD 7.375 6.500 $2,887.03 360
4316234 XXX XXXX XX 00000 SFD 7.000 6.500 $4,989.77 360
4316565 XXXXX XXXXXXXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $3,242.99 360
4316913 XXXXXXXX XX 00000 SFD 7.125 6.500 $5,810.82 360
4316936 XXX XXXX XX 00000 SFD 7.125 6.500 $2,250.22 360
4316937 XXXXX XXXXX XX 00000 SFD 6.500 6.233 $4,503.49 360
4317353 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,109.01 360
4317367 XXXXXXXX XX 00000 SFD 6.500 6.233 $3,539.59 360
4317571 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,096.92 360
4317690 XXXXXX XX 00000 SFD 7.000 6.500 $2,772.99 360
4318481 KEY XXXXXXXX XX 00000 LCO 7.625 6.500 $2,434.82 360
4318482 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,089.04 360
4318546 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,327.90 360
4318657 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,493.56 240
4318761 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,093.66 360
4318888 XXXXXXX XX 00000 SFD 6.875 6.500 $3,356.91 360
4318889 XXXXXXXX XX 00000 MF2 7.125 6.500 $3,705.46 360
4319020 XXXXXXX XXXX XX 00000 SFD 6.625 6.358 $2,497.22 360
4319061 XXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,069.79 360
4319158 XXXXXXXXX XX 00000 PUD 7.375 6.500 $2,435.67 360
4319263 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $4,401.41 360
4319702 XXXXXX XXXXXXX XX 00000 SFD 6.625 6.358 $2,433.19 360
4319957 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $4,983.12 360
4319972 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,899.25 360
4320124 XXXXX XX 00000 SFD 6.750 6.483 $2,069.03 360
4320129 XX XXXXXX XX 00000 SFD 7.500 6.500 $2,300.42 360
4320177 XXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,088.53 360
4320269 XXXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $3,468.02 360
4320521 XXX XX 00000 SFD 7.250 6.500 $5,116.32 360
4320773 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,126.48 360
4320962 XXXXX XXXX XX 00000 SFD 6.750 6.483 $5,289.32 360
4321200 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,273.34 360
4321468 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,933.36 360
4321611 XXXXXXX XX 00000 SFD 7.125 6.500 $2,795.94 360
4321660 XXXXXX XXXX XX 00000 SFD 7.250 6.500 $2,193.20 360
4321778 XXXXXXXX XX 00000 SFD 7.750 6.500 $1,413.13 360
4321855 XXXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $1,829.59 360
4321950 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,973.91 360
4322171 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,318.96 360
4322207 XXXXXX XX 00000 SFD 7.250 6.500 $2,431.28 360
4322262 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,860.81 360
4322452 XXXX XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,555.50 360
4322500 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,726.26 360
4322535 XXXXXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,142.28 360
4322579 XXX XXXXXX XX 00000 SFD 7.000 6.500 $2,153.92 360
4322916 XXXXX XX 00000 SFD 6.875 6.500 $2,693.41 360
4322922 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,368.58 360
4323330 XXXXXX XXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,074.42 360
4323364 XXX XXXX XX 00000 SFD 7.000 6.500 $4,078.31 360
4324245 XXX XXXX XX 00000 SFD 6.750 6.483 $2,127.41 360
4324659 XXXXXXX XX 00000 PUD 7.000 6.500 $2,187.51 360
4324681 XXXXXX XX 00000 SFD 7.375 6.500 $3,957.57 360
4325540 XXXXXXXXX XX 00000 SFD 7.500 6.500 $6,992.15 360
4325543 XXXXX XX 00000 SFD 7.000 6.500 $2,377.28 360
4325584 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,364.95 360
4325594 CORTE XXXXXX XX 00000 SFD 7.250 6.500 $6,821.77 360
4325605 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,201.99 360
4325657 XXXXXXXX XX 00000 SFD 7.375 6.500 $4,109.52 360
4325814 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360
4325844 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,658.30 360
4326132 XXXX XX. XXXXX XX 00000 SFD 7.375 6.500 $2,947.80 360
4326164 XXXXXXXXX XX 00000 SFD 6.625 6.358 $2,612.47 360
4326291 XXXXX XX 00000 SFD 7.375 6.500 $5,922.54 360
4326323 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,573.61 360
4326367 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,231.18 360
4326465 XXXXXX XX 00000 SFD 7.000 6.500 $2,179.53 360
4326916 XXXXXXX XX 00000 SFD 6.875 6.500 $3,120.42 360
4326958 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,182.82 360
4327059 XXXXXXX XX 00000 SFD 6.750 6.483 $2,521.95 360
4327107 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,209.80 360
4327124 XXXXXX XX 00000 SFD 6.750 6.483 $4,170.49 360
4327210 XXXXX XX 00000 SFD 7.000 6.500 $2,694.48 360
4327442 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,124.45 360
4327515 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,128.39 360
4327527 XXXXXXXXX XX 00000 SFD 8.500 6.500 $2,565.10 360
4327654 XXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,425.39 360
4327666 XXX XXXXXXXX XX 00000 SFD 7.000 6.500 $4,989.77 360
4327989 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,833.19 360
4327992 XXXX XXXX XX 00000 SFD 7.000 6.500 $2,713.55 240
4328041 XXXXXXX XX 00000 SFD 7.250 6.500 $3,902.05 360
4328180 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
4328270 XXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,149.25 360
4328275 XXXXXXX XX 00000 SFD 6.750 6.483 $3,346.77 360
4328299 BEND OR 97701 SFD 7.250 6.500 $2,237.54 360
4328343 XXXXXX XX 00000 SFD 7.375 6.500 $2,486.43 360
4328402 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,866.31 360
4328482 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,063.47 360
4328541 XXXXXX XX 00000 SFD 7.000 6.500 $2,874.11 360
4328618 XXXX XXXX XX 00000 SFD 7.250 6.500 $2,428.55 360
4328641 XXXXXXXXXXXXX XX 00000 SFD 6.500 6.233 $2,180.64 360
4328649 XXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,834.65 360
4328656 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,654.82 360
4328711 XXXXXXX XX 00000 SFD 6.875 6.500 $2,635.98 360
4328782 XXXXX XXXX XX 00000 PUD 7.500 6.500 $2,209.52 360
4329092 XXXX XXXX XX 00000 SFD 6.875 6.500 $2,937.79 360
4329305 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,030.12 360
4329359 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,176.87 360
4329749 XXXX XXXXXX XX 00000 SFD 7.125 6.500 $3,203.19 360
4329763 XXX XXXX XX 00000 SFD 6.875 6.500 $2,660.57 360
4329881 XXXX XXXXXXXXX XX 00000 SFD 7.250 6.500 $4,058.95 360
4329963 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4330187 XXXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $1,162.76 360
4330378 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,535.75 360
4330475 XXXXXXXX XXXX XX 00000 SFD 7.500 6.500 $3,007.33 360
4330514 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,243.00 360
4330652 XXXXXX XXXXX XX 00000 SFD 7.500 6.500 $3,357.98 360
4330672 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,075.60 360
4330800 XXX XXXXX XX 00000 SFD 7.750 6.500 $4,656.68 360
4330864 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4330937 SOUTH XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,060.40 360
4330997 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,682.41 360
4331011 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,601.08 360
4331417 XX XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $3,638.09 360
4331614 XXXXX XXXXXXXXXX XX 00000 SFD 6.625 6.358 $2,881.40 360
4331819 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,858.76 360
4331845 XXXX XXXXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360
4332032 XXXXXX XX 00000 SFD 7.000 6.500 $3,023.14 360
4332077 XXXXXX XXXXXX XX 00000 SFD 6.625 6.358 $3,259.19 360
4332152 XXXX XXXXX XX 00000 HCO 7.250 6.500 $4,174.92 360
4332203 XXX XXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4332263 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,691.10 360
4332270 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,869.37 360
4332388 XXXXX XXXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $4,489.39 360
4332461 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,993.87 360
4332534 XXXXXX XX 00000 SFD 7.500 6.500 $2,971.67 360
4332543 XXXXXX XX 00000 SFD 7.500 6.500 $2,622.06 360
4332583 XXX XXXXX XX 00000 SFD 7.375 6.500 $2,645.29 360
4332727 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,728.71 360
4332746 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,793.27 360
4332889 XXX XXXXXXX XX 00000 SFD 7.625 6.500 $4,023.81 360
4332931 XXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360
4333063 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,459.57 360
4333146 XXX XXXX XX 00000 SFD 6.875 6.500 $2,733.85 360
4333528 XXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,711.15 360
4333737 XXXXXXX XX 00000 PUD 6.875 6.500 $2,627.72 360
4333880 XXX XXXX XX 00000 SFD 7.125 6.500 $2,258.98 360
4333947 XXXXXX XX 00000 SFD 7.375 6.500 $3,108.04 360
4334008 XXXXXX XX 00000 SFD 7.000 6.500 $3,452.92 360
4334135 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,447.25 360
4334172 XXXXXXX XXXX XX 00000 SFD 8.000 6.500 $5,870.12 360
4334174 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $1,990.50 360
4334396 XXX XXXXXX XX 00000 SFD 7.250 6.500 $2,217.08 360
4334457 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,094.14 360
4334834 XXX XXXXX XX 00000 SFD 7.125 6.500 $2,075.06 360
4334943 XXXXXX XX 00000 SFD 7.000 6.500 $2,441.66 360
4334944 XXXXXXX XXXXXXX XX 00000 MF2 7.250 6.500 $2,854.91 360
4335013 XXXXXXXXX XX 00000 PUD 7.125 6.500 $2,123.22 360
4335157 XXXXXX XX 00000 SFD 6.750 6.483 $2,114.43 360
4335214 XXXXXXXX XX 00000 SFD 7.875 6.500 $2,407.96 360
4335292 XXXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360
4335379 XXXXXXX XX 00000 SFD 7.250 6.500 $6,074.10 360
4335388 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,224.15 360
4335863 XXXXXXXXXX XX 00000 PUD 6.875 6.500 $3,350.34 360
4335950 XXXXX XX 00000 SFD 7.750 6.500 $2,321.18 360
4336018 XXXXXX XX 00000 SFD 6.875 6.500 $3,312.17 360
4336049 XXXXXX XX 00000 SFD 6.875 6.500 $2,883.27 360
4336123 XXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,935.40 360
4336150 XXXXXXX XX 00000 SFD 6.875 6.500 $2,759.11 360
4336436 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,794.28 360
4336573 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360
4336711 XXX XXXX XX 00000 SFD 7.125 6.500 $3,705.46 360
4336728 XXXXXXX XX 00000 SFD 7.375 6.500 $2,690.18 360
4336867 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,327.70 360
4337031 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,188.85 360
4337211 XXXX XX 00000 SFD 6.875 6.500 $2,023.34 360
4337266 XXXXXXX XX 00000 SFD 7.125 6.500 $3,153.01 360
4337306 XXXXXX XX 00000 HCO 7.375 6.500 $2,417.37 360
4337436 XXXX XXXX XX 00000 SFD 7.000 6.500 $4,078.31 360
4337470 XXXXXXX XX 00000 SFD 6.875 6.500 $2,542.32 360
4337483 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,971.66 360
4337643 CUDJOE XXX XX 00000 SFD 6.750 6.483 $1,783.65 360
4337792 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,694.60 360
4337829 XXXXXXX XX 00000 SFD 7.125 6.500 $2,122.22 360
4337852 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,709.92 360
4337943 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,883.02 360
4337974 XX XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,002.17 360
4337982 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,105.81 360
4337988 XXXX XX 00000 SFD 6.875 6.500 $2,656.64 240
4338070 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,987.21 360
4338222 XXXXXXX XXXXX XX 00000 SFD 6.500 6.233 $3,918.83 360
4338229 SOUTH XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,450.35 360
4338289 XXXXXXXXXXX XX 00000 LCO 7.125 6.500 $3,873.89 360
4338496 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,397.79 360
4338696 XXX XXXXX XX 00000 SFD 7.375 6.500 $2,514.06 360
4338705 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,193.45 360
4338790 XXXXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4338793 XXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,485.43 360
4338819 XXXXXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,486.43 360
4338832 XXX XXXX XX 00000 SFD 7.250 6.500 $2,339.86 360
4338835 XXXXX XX 00000 SFD 6.750 6.483 $2,497.11 360
4338875 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,617.87 360
4338898 XXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,280.26 360
4338925 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,442.31 360
4338963 XXX XXX XX 00000 SFD 7.000 6.500 $3,299.91 360
4338964 XXXXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,758.63 360
4339018 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,313.18 360
4339020 XXX XXXXXXXXX XX 00000 LCO 6.875 6.500 $4,434.27 360
4339047 XXXX XXXXX XX 00000 SFD 6.625 6.358 $2,476.73 360
4339072 XXXXXXX XX 00000 SFD 7.250 6.500 $3,138.01 360
4339159 XXXXXXXXXX XX 00000 SFD 6.375 6.108 $2,993.04 360
4339162 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,492.76 360
4339165 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $4,072.96 360
4339173 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,035.83 360
4339184 XXXXX XXXXXX XX 00000 PUD 7.875 6.500 $2,190.43 360
4339374 XXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4339462 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,501.54 360
4339464 XXXXXX XXXX XX 00000 SFD 7.250 6.500 $3,329.02 360
4339591 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,554.09 360
4339632 XXXXXX XX 00000 SFD 6.875 6.500 $3,310.93 360
4339766 XXXXXXXX XX 00000 SFD 7.125 6.500 $3,745.87 360
4339810 XXXXXX XX 00000 LCO 6.750 6.483 $2,397.22 360
4339816 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,976.55 360
4339820 XXXXXXXX XX 00000 SFD 7.125 6.500 $3,122.69 360
4339897 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,653.67 360
4339911 XXXXXX XX 00000 SFD 7.000 6.500 $3,073.70 360
4340087 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,397.79 360
4340198 XXXX XXXXXXX XXX XX 00000 SFD 6.625 6.358 $2,484.41 360
4340229 XXXXXXX XX 00000 SFD 7.125 6.500 $2,485.35 360
4340252 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,526.45 360
4340273 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,863.31 360
4340283 XXXX XX XXXX XX 00000 PUD 6.750 6.483 $3,243.00 360
4340294 XX XXXXX XX 00000 SFD 7.250 6.500 $2,333.05 360
4340369 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4340615 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,528.38 000
0000000 XXX XXXX XX 00000 SFD 7.250 6.500 $3,567.78 360
4340797 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4340910 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,725.69 360
4341044 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,534.73 360
4341124 XXXXX XX 00000 SFD 6.875 6.500 $1,983.27 360
4341329 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,009.50 360
4341357 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,102.18 360
4341510 XXXXXX XX 00000 SFD 6.875 6.500 $2,864.21 360
4341704 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,788.98 360
4341725 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,399.82 360
4341739 XXXXXXX XX 00000 SFD 7.125 6.500 $2,740.69 360
4341789 XXXXXXX XX 00000 SFD 6.875 6.500 $4,025.66 360
4341812 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,724.61 360
4341823 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,514.84 360
4341839 XXXXXX XX 00000 SFD 6.875 6.500 $2,364.95 360
4341847 XXXXXXX XX 00000 SFD 7.500 6.500 $2,954.88 360
4341895 XXXX XX 00000 SFD 6.625 6.358 $2,093.82 360
4341968 XXXXXX XX 00000 SFD 6.875 6.500 $2,533.12 360
4342123 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,492.76 360
4342163 XXXXXXX XXXXXXXXX XX 00000 LCO 7.750 6.500 $2,399.99 360
4342166 XXXXXXX XX 00000 SFD 7.000 6.500 $2,494.88 360
4342287 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,186.11 360
4342352 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,120.42 360
4342360 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,154.73 360
4342386 XXXXX XX 00000 SFD 7.125 6.500 $3,233.85 360
4342446 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,822.88 360
4342583 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,619.18 360
4342604 XXXXXX XX 00000 SFD 7.000 6.500 $2,734.40 360
4342683 XXXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,075.90 360
4342707 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,613.11 360
4342709 XXXXXXXX XX 00000 SFD 7.000 6.500 $1,004.61 360
4342757 XXXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
4342858 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,435.97 360
4342864 XXXXXX XX 00000 SFD 6.875 6.500 $2,036.48 360
4342909 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,496.60 360
4342954 XXXX XX 00000 SFD 7.125 6.500 $5,726.61 360
4343097 XXXXXXX XX 00000 SFD 6.750 6.483 $2,196.48 360
4343153 XXXXXXXX XX 00000 SFD 7.125 6.500 $3,045.21 360
4343234 XXX XXXXXX XX 00000 SFD 7.125 6.500 $6,737.19 360
4343279 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,228.76 360
4343339 XXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,276.58 360
4343347 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,594.39 360
4343685 XXXXXX XX 00000 SFD 7.875 6.500 $2,392.73 360
4343693 XXXXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,188.18 360
4343700 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,541.68 360
4343776 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,155.49 360
4343829 XXXXXX XX 00000 SFD 7.000 6.500 $2,384.45 360
4344019 XXXX XXXX XX 00000 SFD 7.000 6.500 $3,228.72 360
4344045 THE XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,503.91 360
4344105 XXX XXXXX XX 00000 SFD 7.000 6.500 $3,379.74 360
4344495 XXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
4344507 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,949.99 360
4344620 XXXXXXX XX 00000 SFD 6.875 6.500 $2,203.67 360
4344731 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360
4344829 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,429.13 360
4344871 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,830.11 360
4344968 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,458.96 360
4344975 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,824.80 360
4345147 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,636.61 360
4345173 XXX XXXX XX 00000 SFD 7.125 6.500 $2,081.80 360
4345188 XXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,633.21 360
4345335 XXX XXXX XX 00000 SFD 6.875 6.500 $2,601.44 360
4345339 HALF XXXX XXX XX 00000 SFD 6.500 6.233 $2,288.09 360
4345390 XXXXXX XX 00000 SFD 6.875 6.500 $4,204.35 360
4345446 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,334.94 360
4345525 XX XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,803.75 360
4345637 XXXXXXX XX 00000 SFD 7.125 6.500 $2,122.22 360
4345774 XXXXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,075.51 360
4345801 XXXXXXXXXX XX 00000 LCO 7.875 6.500 $5,659.17 360
4345982 XXXXXXX XX 00000 SFD 7.625 6.500 $2,923.19 360
4346188 SOUTH XXX XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,132.80 360
4346196 XXX XXXXXXXX XX 00000 SFD 7.000 6.500 $3,166.84 360
4346362 XXXXXXXXXXXX XX 00000 PUD 6.375 6.108 $3,343.94 360
4346422 XXXXXXXXXX XX 00000 PUD 7.000 6.500 $2,228.43 360
4346427 XXXXXXX XXXX XX 00000 SFD 7.125 6.500 $2,324.33 360
4346518 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,325.71 360
4346566 XXXX XXXXXXX XXXXXXXX XX 00000 SFD 7.000 6.500 $2,049.13 360
4346696 XXXXXXX XX 00000 SFD 7.500 6.500 $2,510.88 360
4346749 XXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $4,151.03 360
4346856 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,529.54 360
4346923 HALF XXXX XXX XX 00000 SFD 7.000 6.500 $1,829.59 360
4346927 XXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,010.66 360
4347024 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,288.64 360
4347261 XXXXXXXXX XX 00000 SFD 7.000 6.500 $6,653.03 360
4347292 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $4,544.90 360
4347486 PRIOR XXXX XX 00000 SFD 7.500 6.500 $2,691.98 360
4347575 XX XXXX XX 00000 SFD 7.375 6.500 $3,867.78 360
4347577 XXXXXX XX 00000 SFD 6.875 6.500 $3,090.20 360
4347608 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,330.63 360
4347657 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,395.09 360
4347759 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,333.04 360
4347821 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360
4347868 XXXXXX XX 00000 SFD 6.750 6.483 $2,480.89 360
4347949 XXXX XXXX XX 00000 SFD 7.125 6.500 $3,314.70 360
4347988 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,074.43 360
4348020 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,824.80 360
4348103 XXXX XX 00000 SFD 6.875 6.500 $2,082.46 360
4348356 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,243.00 360
4348414 XXXXXX XX 00000 SFD 6.875 6.500 $2,364.94 360
4348623 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,102.18 360
4348747 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,891.59 360
4348778 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360
4348854 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,676.52 360
4348927 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,253.12 360
4348931 XXXXXXX XX 00000 SFD 7.000 6.500 $2,162.24 360
4348943 XXXXXXX XX 00000 SFD 7.000 6.500 $2,448.32 360
4348961 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,360.90 360
4349149 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,993.87 360
4349181 XXXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,853.83 360
4349246 XXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360
4349283 XXXXXXX XX 00000 SFD 6.875 6.500 $3,281.36 360
4349404 XXXX XXXXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
4349420 XXXXXX XXXXXXXX XX 00000 SFD 6.875 6.500 $2,364.95 360
4349492 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,205.24 360
4349516 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,155.56 360
4349568 XXXXX XXXX XX 00000 SFD 6.875 6.500 $2,824.80 360
4349638 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,574.60 240
4349805 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,526.45 360
4349807 XXX XXXX XX 00000 SFD 7.000 6.500 $2,561.42 360
4349871 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,326.52 360
4349884 XXXXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,933.19 360
4349909 XXXXXX XX 00000 SFD 7.250 6.500 $4,668.82 360
4349945 XXXXXXX XX 00000 SFD 7.000 6.500 $2,142.27 360
4350155 XXXXXXXX XX 00000 SFD 7.125 6.500 $1,792.10 360
4350208 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,548.99 360
4350244 XXXXXX XX 00000 SFD 7.375 6.500 $2,928.47 360
4350301 XXXXXXXX XX 00000 PUD 6.625 6.358 $1,972.16 360
4350343 XXX XXXX XX 00000 SFD 7.000 6.500 $3,197.28 360
4350467 XXXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,678.81 360
4350482 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,163.15 360
4350552 XXXXXX XX 00000 SFD 6.875 6.500 $3,343.77 360
4350561 XXXXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360
4350564 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,840.86 360
4350580 XXXXXXX XX 00000 SFD 6.875 6.500 $6,569.29 360
4350599 XXX XXXXXX XX 00000 SFD 7.250 6.500 $2,319.40 360
4350640 XXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $4,665.44 360
4350645 XXXXXXX XX 00000 SFD 6.875 6.500 $3,908.73 360
4350672 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,496.33 360
4350772 XXXXXX XXXX XX 00000 SFD 7.375 6.500 $2,636.31 360
4350839 XXXXXXX XX 00000 SFD 6.750 6.483 $2,821.41 360
4350848 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,434.96 360
4351077 XXXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $2,224.70 360
4351127 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,430.64 360
4351181 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,560.14 360
4351257 XXXXXXXX XX 00000 COP 7.000 6.500 $2,494.89 360
4351475 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,273.29 360
4351575 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,758.96 360
4351673 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360
4351740 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,178.38 360
4351750 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,904.89 360
4351775 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,486.44 360
4351792 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,299.25 360
4352036 HO HO KUS NJ 07423 SFD 7.000 6.500 $2,262.03 360
4352040 XXXXX XX 00000 SFD 6.875 6.500 $4,040.12 360
4352089 XXX XXXX XX 00000 SFD 7.000 6.500 $2,208.80 360
4352133 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,100.70 360
4352195 XXXXXX XX 00000 SFD 6.875 6.500 $2,601.44 360
4352292 CORTLANDT XXXXX XX 00000 SFD 7.125 6.500 $2,526.44 360
4352352 XXXXXXX XX 00000 SFD 6.625 6.358 $3,777.84 360
4352392 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4352403 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,200.72 360
4352474 XXXXXXX XX 00000 SFD 7.250 6.500 $2,551.34 360
4352579 XXXXXXX XX 00000 LCO 7.500 6.500 $3,635.92 360
4352609 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,947.01 360
4352664 XXX XXXX XX 00000 SFD 7.125 6.500 $4,082.73 360
4352686 XXXXXXX XX 00000 SFD 7.375 6.500 $2,569.32 360
4352804 XXX XXXX XX 00000 SFD 6.750 6.483 $3,204.08 360
4352859 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $5,912.36 360
4352950 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,370.05 360
4352966 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,983.89 360
4353241 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,987.21 360
4353339 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,103.91 360
4353408 XXXXXXXX XXXX XX 00000 SFD 7.250 6.500 $2,387.62 000
0000000 XXX XXXX XX 00000 SFD 6.875 6.500 $2,529.18 360
4353841 XXXXXXXX XX 00000 SFD 6.750 6.483 $6,395.18 360
4353908 XXXXXXX XX 00000 SFD 6.875 6.500 $2,936.47 360
4353952 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,776.00 360
4354273 XXXXX XX 00000 SFD 6.875 6.500 $2,739.40 360
4354302 XXX XXXXX XX 00000 SFD 7.125 6.500 $2,694.88 360
4354453 XXXXX XX 00000 SFD 7.250 6.500 $2,524.06 360
4354589 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,004.17 360
4354689 XXXXXXX XX 00000 SFD 7.000 6.500 $3,446.93 360
4354842 XXXXXX XX 00000 SFD 7.000 6.500 $3,259.99 360
4355019 XXXXXX XXXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,377.33 360
4355027 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,367.39 360
4355069 XXXXXXX XX 00000 SFD 6.875 6.500 $2,772.24 360
4355203 XXXX XXXXX XX 00000 SFD 7.125 6.500 $5,506.30 360
4355340 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4355456 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,529.18 360
4355611 XXXXXX XX 00000 SFD 6.875 6.500 $3,069.18 360
4355949 XXXX XX 00000 SFD 7.000 6.500 $2,840.85 360
4355984 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4356062 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $4,460.55 360
4356123 XXXXXXX XXXX XX 00000 SFD 7.625 6.500 $4,777.61 360
4356255 XXXXXXXX XX 00000 SFD 6.500 6.233 $2,472.65 360
4356261 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,378.23 360
4356300 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,049.62 360
4356427 XXXXXXX XX 00000 SFD 6.875 6.500 $2,253.27 360
4356542 XXXXXXX XX 00000 SFD 7.250 6.500 $2,252.55 360
4356651 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,075.90 360
4356678 INDIAN XXXXX XX 00000 SFD 6.875 6.500 $3,245.23 360
4356741 XXXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4356745 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,567.13 360
4356797 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,741.63 360
4356844 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $6,730.45 360
4356910 XXXXX XXX XX 00000 SFD 6.750 6.483 $3,113.28 360
4356998 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,727.74 360
4357007 XXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,500.24 360
4357020 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,364.94 360
4357078 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,302.34 360
4357169 XXXXXXX XX 00000 SFD 7.000 6.500 $3,567.68 360
4357297 XXXXXXX XX 00000 SFD 7.125 6.500 $2,337.81 360
4357385 XXXXXX XX 00000 SFD 7.000 6.500 $2,868.61 240
4357485 XX XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,237.79 360
4357501 XXXXXXXX XX 00000 SFD 6.875 6.500 $5,912.36 360
4357649 XXXXXX XX 00000 SFD 6.875 6.500 $3,462.02 360
4357669 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,289.93 360
4357710 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,659.26 360
4357814 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,432.24 360
4357854 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,982.46 360
4357954 XXXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4357964 XXXX XXXXXXX XX 00000 SFD 6.125 5.858 $2,254.24 360
4358085 XXX XXXX XX 00000 SFD 7.000 6.500 $2,308.60 360
4358100 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,128.97 360
4358122 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,726.26 360
4358154 PRIOR XXXX XX 00000 SFD 7.000 6.500 $2,208.14 360
4358157 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,589.90 360
4358159 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360
4358160 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,159.83 360
4358221 XXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,627.95 360
4358314 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,253.33 360
4358353 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4358364 XXXXXXX XX 00000 SFD 7.125 6.500 $3,213.64 360
4358483 XXXXXX XX 00000 SFD 6.750 6.483 $2,198.75 360
4358522 XXXXXXX XX 00000 SFD 6.875 6.500 $2,989.03 360
4358534 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $6,500.01 360
4358637 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $5,255.44 360
4358692 XXXXX XXXXX XX 00000 SFD 7.500 6.500 $4,544.89 360
4358783 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,304.12 360
4358804 XXXXXX XX 00000 SFD 6.750 6.483 $2,675.47 360
4358807 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,568.07 360
4358824 XXXX XXXX XX 00000 SFD 7.125 6.500 $2,263.69 360
4358874 XXXXXXX XX 00000 SFD 6.750 6.483 $2,334.95 360
4359277 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,941.58 360
4359290 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $1,980.17 360
4359462 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4359483 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,380.36 360
4359517 XXXXXX XX 00000 SFD 6.875 6.500 $2,299.26 360
4359525 XXXXXXX XX 00000 SFD 7.250 6.500 $3,410.89 360
4359529 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,351.75 360
4359542 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,141.21 360
4359867 XXXXXX XX 00000 SFD 7.000 6.500 $2,844.17 360
4359895 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $5,889.27 360
4359938 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $4,093.06 360
4359952 XXXXXXXXX XX 00000 SFD 7.000 6.500 $5,355.69 360
4360003 SOUTH XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,233.56 360
4360076 XXXXXX XX 00000 SFD 7.125 6.500 $2,243.49 360
4360189 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $4,565.66 360
4360197 XXXXXX XX 00000 SFD 6.375 6.108 $3,855.52 360
4360217 XXXXXXX XX 00000 SFD 6.750 6.483 $2,127.41 360
4360309 XXXXX XX 00000 SFD 7.125 6.500 $2,721.82 360
4360548 XXX XXXX XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,681.40 360
4360552 XXXXX XX 00000 SFD 7.125 6.500 $3,080.25 360
4360593 XXXXXXXX XXXXXXXX XX 00000 SFD 7.250 6.500 $ 518.46 360
4360637 XXXX XXXXXX XX 00000 SFD 6.375 6.108 $3,306.51 360
4360689 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,563.34 360
4360843 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,154.73 360
4360931 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,279.23 360
4360936 XXXXX XX XX 00000 SFD 7.250 6.500 $2,387.62 360
4361207 XXXXXXXX XX 00000 LCO 6.750 6.483 $2,594.40 360
4361307 XXXXX XX 00000 SFD 7.000 6.500 $3,426.31 360
4361332 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,562.02 360
4361392 XX XXXX XX 00000 SFD 6.750 6.483 $3,388.03 240
4361462 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4361474 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,528.15 360
4361506 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,161.89 360
4361656 XXXXXXX XX 00000 SFD 6.875 6.500 $2,414.88 360
4361751 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,632.15 360
4361951 XXXXXXXX XX 00000 MF2 7.000 6.500 $2,634.60 360
4362114 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,526.11 360
4362165 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $ 665.30 360
4362203 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,459.58 360
4362225 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,138.66 360
4362340 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,918.70 360
4362342 XXXXXX XX 00000 LCO 6.875 6.500 $3,036.71 240
4362373 XXXXXX XX 00000 SFD 6.750 6.483 $2,477.65 360
4362423 XXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4362528 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,764.13 240
4362538 XXXXXXXXX XX 00000 SFD 7.000 6.500 $4,723.65 360
4362541 XXX XXXXXXXX XX 00000 SFD 7.000 6.500 $3,492.84 360
4362542 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,326.52 360
4362548 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,103.33 360
4362675 XXXXXXX XX 00000 SFD 6.875 6.500 $3,166.40 360
4362769 XXXXXX XX 00000 LCO 6.875 6.500 $2,581.74 360
4362830 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4362941 XXX XXXX XX 00000 SFD 7.000 6.500 $2,081.07 360
4362957 XXXXXXXX XX 00000 SFD 6.625 6.358 $3,252.78 360
4362960 XXXXXX XX 00000 SFD 6.500 6.233 $2,054.23 360
4363147 XXXXX XX 00000 SFD 6.750 6.483 $4,040.77 360
4363315 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,569.74 360
4363374 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,299.26 360
4363409 XXXXXX XX 00000 SFD 7.000 6.500 $3,126.93 360
4363433 XXXXXXX XX 00000 SFD 6.750 6.483 $6,485.99 360
4363512 XXXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,321.44 360
4363519 XXXXXXX XX 00000 SFD 7.000 6.500 $2,441.67 360
4363527 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,175.63 360
4363634 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,135.02 360
4363702 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,918.69 360
4363770 XXXX XXXX XX 00000 SFD 7.000 6.500 $2,993.87 360
4363815 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,220.42 360
4363874 XXXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,186.37 360
4363880 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,964.66 240
4363905 XXXXXX XX 00000 SFD 7.000 6.500 $2,468.28 360
4363959 XXXXX XXXX XX 00000 SFD 7.375 6.500 $2,246.77 360
4363968 XXXXX XX 00000 SFD 6.875 6.500 $2,299.25 360
4364133 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,694.59 360
4364138 XXXXXXXX XX 00000 PUD 6.750 6.483 $4,215.89 360
4364211 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,974.58 360
4364251 XXX XXXX XX 00000 SFD 6.875 6.500 $2,472.68 360
4364257 XXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4364265 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,671.73 360
4364396 XXXXXXX XX 00000 SFD 6.750 6.483 $2,519.81 360
4364445 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,268.94 360
4364510 XXXXXXXXX XX 00000 SFD 7.000 6.500 $1,829.59 360
4364547 XXX XXXXXX XX 00000 SFD 6.875 6.500 $3,925.81 360
4364593 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,021.88 360
4364618 XXX XXXX XX 00000 SFD 7.250 6.500 $2,741.56 360
4364621 XXXXXX XXX XX 00000 SFD 6.875 6.500 $2,249.32 360
4364787 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,645.13 360
4364803 XX XXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4364860 XXXXX XX 00000 SFD 6.875 6.500 $2,992.32 360
4364866 XXXXXX XX 00000 SFD 6.875 6.500 $2,315.67 360
4364871 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,238.48 360
4365093 XXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,367.39 360
4365156 XXX XXXXX XX 00000 SFD 7.000 6.500 $3,792.23 360
4365228 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,769.52 360
4365271 XXXXXXX XX 00000 SFD 6.750 6.483 $3,588.37 360
4365306 XXXXXX XX 00000 SFD 6.875 6.500 $2,496.33 360
4365317 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,302.53 360
4365341 XXXXXXX XX 00000 SFD 6.875 6.500 $2,417.50 360
4365371 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,373.91 240
4365401 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4365410 XXXXX XXX XX 00000 SFD 6.875 6.500 $2,785.38 360
4365414 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $3,411.63 360
4365473 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $4,204.72 360
4365492 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $3,510.08 360
4365513 XXXXXXX XX 00000 SFD 6.875 6.500 $2,102.18 360
4365517 XXXXXX XX 00000 SFD 6.875 6.500 $2,903.63 360
4365537 XXXXXXX XX 00000 SFD 6.750 6.483 $2,594.39 360
4365553 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360
4365584 XXXXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $3,243.00 360
4365710 XXXXXXX XX 00000 SFD 6.875 6.500 $1,182.48 360
4365986 XXXXX XX 00000 SFD 6.875 6.500 $2,198.08 360
4366028 XXXXXXXXX XX 00000 SFD 7.750 6.500 $2,419.33 360
4366139 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,462.66 360
4366193 XXXXX XXXXX XX 00000 SFD 7.125 6.500 $4,379.17 360
4366230 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,529.18 360
4366301 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,115.66 360
4366452 XXXXXX XX 00000 LCO 7.000 6.500 $2,528.15 360
4366775 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360
4366781 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
4366782 XXXXXX XX 00000 SFD 6.750 6.483 $2,497.11 360
4366891 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,497.11 360
4366899 XXXXXXXX XX 00000 SFD 6.875 6.500 $6,368.93 360
4366939 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4366986 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,445.21 360
4367018 XXXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,594.40 360
4367222 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,470.06 360
4367233 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,985.75 360
4367234 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $5,707.67 360
4367247 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,971.86 360
4367270 XXXXXXX XX 00000 SFD 6.750 6.483 $2,163.73 360
4367520 XXXXX XXXXXX XX 00000 HCO 6.625 6.358 $2,561.25 360
4367523 XXXXXXX XX 00000 SFD 7.250 6.500 $2,387.62 360
4367559 XXXXXXXXX XX 00000 SFD 6.625 6.358 $2,887.80 360
4367587 XXXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,429.00 360
4367588 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,917.71 360
4367633 XXXXXXX XX 00000 SFD 6.750 6.483 $2,309.01 360
4367644 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,791.95 360
4367708 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,494.88 360
4367761 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,652.77 360
4367768 XXX XXXXX XX 00000 SFD 7.000 6.500 $3,259.99 360
4367808 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
4367830 XXXXX XX 00000 SFD 6.750 6.483 $2,756.54 360
4367857 XXXXXXX XX 00000 SFD 6.875 6.500 $2,267.72 360
4367883 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,312.39 360
4367909 XXX XXXX XX 00000 SFD 7.000 6.500 $2,202.16 360
4367939 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,613.11 360
4368009 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,049.13 360
4368017 XXXXXX XX 00000 SFD 6.750 6.483 $5,902.25 360
4368085 XXXXX XXXXXXXXXX XX 00000 SFD 6.750 6.483 $583.74 360
4368113 XXXXX XX 00000 SFD 6.750 6.483 $2,853.84 360
4368133 XXX XXXXXX XX 00000 SFD 6.750 6.483 $5,188.79 360
4368137 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,943.05 360
4368145 XXXXXX XX 00000 SFD 6.625 6.358 $2,849.38 360
4368154 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,305.83 360
4368166 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,470.00 360
4368195 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,829.62 360
4368201 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,263.61 360
4368282 XXXXXXXX XXXX XX 00000 LCO 7.000 6.500 $2,411.73 360
4368293 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,395.09 360
4368300 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $3,230.49 360
4368391 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,522.61 360
4368449 XXX XXXXXXXXX XX 00000 SFD 6.625 6.358 $3,201.56 360
4368523 XXXXXXX XX 00000 SFD 7.125 6.500 $2,078.43 360
4368526 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,345.24 360
4368536 XXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4368634 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,251.19 360
4368743 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,381.79 360
4368754 XXXXXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,468.47 360
4368758 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4368859 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,379.66 360
4368994 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,611.29 360
4369110 XXXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,503.01 360
4369144 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,066.72 360
4369228 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,904.57 360
4369310 XXX XXXXXX XX 00000 SFD 6.750 6.483 $3,080.84 360
0000000 XX XXXXXXXX XXXXX XX XX 00000 SFD 6.750 6.483 $3,087.33 360
4369334 XXXXXXX XX 00000 SFD 6.750 6.483 $2,750.06 360
4369440 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,386.85 360
4369544 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,890.49 360
4369548 XXXX XXXX XX 00000 SFD 6.750 6.483 $2,189.02 360
4369550 XXXX XX 00000 SFD 6.625 6.358 $2,662.42 360
4369553 XXX XXXXXX XX 00000 SFD 6.875 6.500 $3,054.72 360
4369571 XXX XXXX XX 00000 SFD 7.500 6.500 $3,146.47 360
4369627 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $1,990.49 360
4369673 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,153.26 360
4369857 XXXXXXX XX 00000 SFD 6.375 6.108 $1,902.81 360
4369883 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,494.89 360
4369943 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,275.34 360
4370039 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,262.03 360
4370043 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,049.62 360
4370055 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,299.26 360
4370057 XXXXXX XX 00000 SFD 7.000 6.500 $5,821.40 360
4370212 XXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,821.23 360
4370274 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,372.17 360
4370321 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,859.16 360
4370399 CORTE XXXXXX XX 00000 SFD 7.000 6.500 $4,321.47 360
4370521 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,465.78 360
4370760 XXX XXXXXX XX 00000 SFD 7.375 6.500 $3,269.66 360
4370773 XXXXX XXXX XX 00000 SFD 7.125 6.500 $5,389.75 360
4370799 XXXX XXXXXX XX 00000 SFD 6.750 6.483 $3,379.20 360
4370800 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,264.83 360
4370971 XXXXXXX XX 00000 SFD 6.875 6.500 $3,718.22 360
4371005 XXXXXX XX 00000 SFD 6.750 6.483 $2,953.72 360
4371017 XXX XXXX XX 00000 SFD 6.875 6.500 $2,148.16 360
4371027 XXXXX XXXXXX XX 00000 SFD 7.125 6.500 $4,379.18 360
4371041 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,529.53 360
4371047 XXXXX XX 00000 SFD 7.000 6.500 $4,191.41 360
4371168 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,455.45 360
4371205 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,581.74 360
4371278 XXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $5,281.71 360
4371334 XXXX XXXX XX 00000 SFD 6.750 6.483 $2,918.70 360
4371356 XXXX XXXX XX 00000 SFD 6.750 6.483 $3,217.05 360
4371422 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,545.83 360
4371435 XXXXXXXX XX 00000 SFD 6.000 5.733 $2,098.43 360
4371458 XXXXXX XX 00000 SFD 6.875 6.500 $2,010.21 360
4371484 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,428.01 360
4371486 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,023.35 360
4371528 XXXXXXX XX 00000 PUD 7.625 6.500 $2,132.58 360
4371578 XXXXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,610.76 360
4371580 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,496.33 360
4371601 XXX XXXX XX 00000 SFD 7.125 6.500 $3,348.39 360
4371604 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,519.71 360
4371711 XXXXXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,441.98 360
4371723 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,270.35 360
4371769 XXX XXXX XX 00000 SFD 7.125 6.500 $2,290.65 360
4371793 XXXXXXX XX 00000 SFD 7.000 6.500 $2,561.42 360
4371813 XXXXXX XX 00000 SFD 6.750 6.483 $3,835.81 360
4371888 XXXX XXXX XX 00000 SFD 6.875 6.500 $3,087.57 360
4371946 XXXXXX XX 00000 SFD 6.875 6.500 $2,226.99 360
4371964 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,233.56 360
4372005 XXXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,514.85 360
4372254 XXXXXXXX XX 00000 SFD 7.000 6.500 $4,001.00 360
4372303 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $880.80 360
4372333 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,135.02 360
4372341 XXXXXX XX 00000 SFD 7.375 6.500 $4,720.77 360
4372503 XXXXXXXXX XX 00000 SFD 7.250 6.500 $4,086.24 360
4372538 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,383.60 360
4372704 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,121.89 360
4372917 XXX XXXXX XX 00000 SFD 6.750 6.483 $4,183.46 360
4372935 XXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $3,406.66 360
4372995 XXXXXXX XX 00000 SFD 6.750 6.483 $2,659.25 360
4372998 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,514.57 360
4373093 XXXXXX XXXX XX 00000 SFD 6.750 6.483 $2,013.90 360
4373241 XXXXXXXXX XX 00000 SFD 6.875 6.500 $6,306.52 360
4373243 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,461.62 360
4373328 XXXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,021.87 360
4373423 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,292.80 360
4373523 XXXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $3,758.96 360
4373546 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,778.92 360
4373679 XXXXXXX XX 00000 SFD 6.500 6.233 $2,970.72 360
4373682 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,824.80 360
4373690 XXXXXXXX XX 00000 SFD 6.625 6.358 $2,926.23 360
4373703 XXXXXX XX 00000 SFD 6.875 6.500 $4,105.81 360
4373820 XXX XXXX XX 00000 PUD 7.000 6.500 $2,594.68 360
4373842 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,240.95 360
4373891 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,891.59 360
4373895 XXXXXXX XX 00000 SFD 6.625 6.358 $4,325.31 360
4373958 XXXXXXXXX XX 00000 HCO 7.250 6.500 $2,637.30 360
4374023 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,295.94 240
4374024 XXXXXXX XX 00000 SFD 7.375 6.500 $2,928.47 360
4374040 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,593.82 360
4374067 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,004.17 360
4374072 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360
4374074 XXXX XX XXXX XX 00000 SFD 6.750 6.483 $2,237.67 360
4374078 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
4374105 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,529.54 360
4374156 XXXX XXXXX XX 00000 SFD 6.750 6.483 $3,046.47 360
4374163 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,274.45 360
4374234 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,107.95 360
4374239 XXXXXX XX 00000 SFD 6.875 6.500 $3,284.64 360
4374395 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,770.82 360
4374511 XXXXXXX XX 00000 SFD 6.875 6.500 $2,207.29 360
4374528 XXXXXX XX 00000 SFD 7.000 6.500 $2,636.02 240
4374577 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,302.02 360
4374647 XXXXXXXXX XXX XX 00000 SFD 6.750 6.483 $4,153.63 360
4374652 XXXXXXX XX 00000 SFD 6.875 6.500 $4,253.61 360
4374667 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4374751 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,218.50 360
4374774 XX XXXX XX 00000 SFD 6.625 6.358 $3,521.72 360
4374882 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,726.26 360
4374884 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,724.12 360
4374905 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,268.87 360
4374973 XXXXX XX 00000 PUD 6.875 6.500 $4,926.97 360
4375042 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,889.02 360
4375058 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,233.56 360
4375107 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,432.25 360
4375401 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,771.32 360
4375414 XXXXXXXXXX XX 00000 SFD 6.625 6.358 $2,317.93 360
4375453 XXXXXXXXX XX 00000 SFD 6.500 6.233 $3,669.16 360
4375463 XXXXXX XX 00000 SFD 6.875 6.500 $2,923.34 360
4375546 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $4,559.09 360
4375561 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,587.91 360
4375595 XXXX XX 00000 SFD 6.750 6.483 $2,471.19 240
4375652 XXXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360
4375776 XXXX XXXXXX XX 00000 SFD 7.000 6.500 $3,512.80 360
4375779 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,246.70 360
4375817 XXXXX XX 00000 SFD 6.750 6.483 $2,373.87 360
4375843 XXXXX XX 00000 SFD 7.000 6.500 $3,459.57 360
4375931 XXXXXXXXX XX 00000 SFD 6.625 6.358 $3,124.72 360
4375957 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,453.63 360
4375974 XXXXXXXXX XX 00000 SFD 7.625 6.500 $3,096.60 360
4376010 XXXXXX XX 00000 SFD 7.000 6.500 $2,394.42 360
4376011 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,443.58 360
4376017 XXXXXXX XX 00000 SFD 7.000 6.500 $2,222.12 360
4376032 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,494.89 360
4376040 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,783.63 360
4376131 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,066.05 360
4376173 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,432.25 360
4376247 XXX XXXX XX 00000 SFD 7.000 6.500 $2,561.42 360
4376286 XXXXXXXXXX XX 00000 PUD 6.750 6.483 $2,279.50 360
4376329 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,516.04 360
4376363 XXXXX XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,275.43 360
4376392 XXXXXXX XX 00000 SFD 6.750 6.483 $2,500.35 360
4376399 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,564.56 360
4376409 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,451.71 360
4376414 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,744.37 360
4376429 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,496.33 360
4376473 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,170.73 360
4376541 XXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $5,837.38 360
4376578 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $4,204.35 360
4376592 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360
4376692 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,769.52 360
4376804 XXXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,776.00 360
4376907 XXX XXXXX XX 00000 SFD 7.125 6.500 $6,730.45 360
4376932 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,287.00 360
4377002 XXXXXXX XX 00000 SFD 6.875 6.500 $3,448.88 360
4377063 XXXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,756.55 360
4377145 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,045.17 360
4377205 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,200.72 360
4377258 SOUTH XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,074.43 360
4377346 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $5,780.98 360
4377406 XXXXXX XXXXXX XX 00000 LCO 6.875 6.500 $3,678.81 360
4377432 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,529.54 360
4377535 XXXXXXXXX XX 00000 SFD 6.500 6.233 $1,972.06 360
4377547 XXXXXXX XX 00000 SFD 6.750 6.483 $2,386.85 360
4377574 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,693.91 360
4377581 XXXXXX XX 00000 SFD 6.625 6.358 $3,009.47 360
4377652 XXXX XX 00000 SFD 7.000 6.500 $2,444.99 360
4377772 XXXXX XXXX XX 00000 SFD 6.750 6.483 $4,108.87 360
4377785 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,068.32 360
4377889 XXXXX XX 00000 SFD 6.625 6.358 $3,361.64 360
4377980 XXXXXX XX 00000 SFD 7.125 6.500 $2,762.25 360
4377985 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,266.40 360
4378090 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4378195 XXXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,056.06 360
4378205 XXXX XXXXX XX 00000 SFD 6.625 6.358 $2,535.64 360
4378260 XXXXX XX 00000 SFD 6.750 6.483 $3,502.43 360
4378268 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,869.32 360
4378310 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,545.10 360
4378682 XXXXXXXX XX 00000 SFD 7.750 6.500 $2,535.39 360
4378686 XXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4378704 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,003.64 360
4378755 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,455.84 360
4378758 XXX XXXXX XX 00000 SFD 6.750 6.483 $2,983.56 360
4378772 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,916.77 360
4378842 XXXXXXX XX 00000 SFD 6.875 6.500 $6,569.29 360
4378870 XXXXXX XX 00000 SFD 6.875 6.500 $2,364.94 360
4378882 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,107.94 360
4378910 XXXXX XXX XXX XX 00000 SFD 6.750 6.483 $3,859.16 360
4378957 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,759.11 360
4379008 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,347.93 360
4379069 NORTH XXXXX XXXXX XX 00000 SFD 6.875 6.500 $3,138.48 360
4379083 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,642.82 360
4379118 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,149.17 360
4379201 XXX XXXXXXXXX XX 00000 LCO 7.250 6.500 $2,380.80 360
4379238 XXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4379297 XXXXXX XXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
4379309 XXXXX XX 00000 SFD 6.875 6.500 $2,266.41 360
4379332 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,713.12 360
4379355 XXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4379360 XXXXXXXXX XX 00000 SFD 6.500 6.233 $2,869.59 360
4379474 XXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $3,845.45 360
4379476 XXXX XXXXXX XX 00000 SFD 7.125 6.500 $2,256.96 360
4379479 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,759.11 360
4379532 XXXXX XX 00000 SFD 6.750 6.483 $2,315.50 360
4379615 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4379636 XXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,175.63 360
4379845 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,824.80 360
4379862 XXXXX XX 00000 SFD 6.750 6.483 $2,168.92 360
4379874 XXX XXXXXX XX 00000 SFD 6.875 6.500 $3,744.50 360
4379933 XXXXXXX XX 00000 SFD 6.750 6.483 $2,270.09 360
4380046 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,059.95 360
4380093 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,767.66 360
4380132 XXX XXXX XX 00000 SFD 6.875 6.500 $3,547.42 360
4380208 XXXX XXXX XX 00000 SFD 7.000 6.500 $2,711.11 360
4380243 XXXXX XXXX XX 00000 SFD 6.750 6.483 $3,405.15 360
4380358 XXXXXX XX 00000 SFD 6.750 6.483 $2,853.83 360
4380394 XXXXXXX XX 00000 SFD 6.875 6.500 $2,135.02 360
4380460 XXXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $6,821.77 360
4380491 XXXXXXX XX 00000 SFD 6.750 6.483 $3,405.15 360
4380513 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,087.33 360
4380618 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,680.27 360
4380628 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,608.01 360
4380716 XXXXXXXXX XX 00000 SFD 7.125 6.500 $5,272.53 360
4380755 XXXXX XXXX XX 00000 SFD 6.875 6.500 $1,983.93 360
4381275 XXXX XXXXXX XX 00000 SFD 8.000 6.500 $2,697.69 360
4381345 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,207.29 360
4381358 XXXXXXXX XX 00000 SFD 6.625 6.358 $3,137.53 360
4381394 XXXXXXX XX 00000 SFD 6.750 6.483 $3,917.54 360
4381708 XXXXXX XXXXX XX 00000 HCO 6.625 6.358 $2,612.47 360
4381720 XXX XXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,890.49 360
4381789 XXX XXXXXXXXX XX 00000 HCO 7.000 6.500 $2,291.97 360
4381835 XXXXXXXXX XX 00000 SFD 7.125 6.500 $5,261.75 360
4381838 XXXXXX XX 00000 SFD 6.875 6.500 $3,993.28 360
4381872 XXXXXXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,578.45 360
4381915 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,035.02 360
4381927 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,430.64 360
4381931 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,252.05 360
4381994 XXXXXXX XX 00000 SFD 7.375 6.500 $5,352.73 360
4382023 XXXXX XXXX XX 00000 SFD 7.000 6.500 $3,027.13 360
4382106 HO HO KUS NJ 07423 SFD 6.875 6.500 $2,299.26 360
4382134 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,075.90 360
4382389 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,667.14 360
4382478 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,594.87 360
4382534 XXXXXX XXXXXX XXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4382539 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,345.24 360
4382609 XXXXXXXXX XX 00000 SFD 6.625 6.358 $2,324.33 360
4382683 XXXXXX XX 00000 SFD 6.625 6.358 $2,791.76 360
4382788 XXXX XXXX XX 00000 SFD 7.000 6.500 $6,642.39 360
4382878 XXX XXXXXX XX 00000 SFD 7.375 6.500 $3,384.31 360
4382907 XXXXX XX 00000 SFD 6.875 6.500 $2,329.14 360
4382910 XXXXXXX XX 00000 SFD 6.875 6.500 $2,036.48 360
4382972 XXX XXXX XX 00000 SFD 6.875 6.500 $4,184.64 360
4383000 XXXXXXX XXXXXXXX XX 00000 SFD 7.125 6.500 $2,324.33 360
4383018 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,026.98 360
4383056 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,403.55 360
4383110 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,069.33 360
4383625 XXXXXX XX 00000 HCO 6.875 6.500 $2,226.99 360
4383655 XXXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,194.15 360
4383763 XXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,364.95 360
4383850 XXXXXX XX 00000 LCO 6.750 6.483 $2,901.18 360
4383888 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $4,263.47 360
4383903 XXXX XXXX XX 00000 SFD 7.250 6.500 $3,356.31 360
4384019 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,454.29 360
4384075 XXX XXXXX XX 00000 SFD 7.250 6.500 $3,088.22 360
4384102 XXXXXXX XX 00000 SFD 6.750 6.483 $3,722.96 360
4384113 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,673.71 360
4384177 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,146.86 360
4384204 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,879.78 360
4384327 DOBBS XXXXX XX 00000 SFD 6.875 6.500 $2,233.56 360
4384339 XXXXX XXXX XX 00000 SFD 6.875 6.500 $3,654.50 360
4384406 XXXX XXXXX XX 00000 SFD 6.875 6.500 $2,118.60 360
4384446 XXXXXXXXX XX 00000 SFD 7.500 6.500 $3,670.88 360
4384488 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,205.82 360
4384667 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,381.79 360
4384689 XXXXXX XX 00000 SFD 6.750 6.483 $6,161.69 360
4384763 XXXXXX XX 00000 SFD 6.750 6.483 $2,146.86 360
4384792 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,048.42 360
4384829 XXXXXX XX 00000 SFD 7.000 6.500 $2,761.01 360
4385012 XXXX XX 00000 SFD 6.750 6.483 $3,243.00 360
4385069 XXXXXXX XX 00000 SFD 6.875 6.500 $2,923.34 360
4385080 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,301.22 360
4385101 BALL XXXXXX XX 00000 SFD 6.875 6.500 $2,154.73 360
4385189 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,469.65 360
4385199 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,230.10 360
4385250 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,049.62 360
4385262 XXXXXX XX 00000 SFD 6.750 6.483 $2,464.68 360
4385268 XXXXXXX XX 00000 SFD 7.000 6.500 $3,279.95 360
4385374 XXXXXXXXX XX 00000 SFD 6.750 6.483 $4,151.03 360
4385421 XXXXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
4385600 XXXXXXXX XX 00000 SFD 6.625 6.358 $2,074.61 360
4385637 XXXXXXX XX 00000 SFD 7.125 6.500 $2,560.14 360
4385862 XXX XXXXXX XX 00000 SFD 6.625 6.358 $3,969.93 360
4386007 XXXXXXX XX 00000 SFD 7.000 6.500 $2,162.24 360
4386011 XXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,333.11 360
4386023 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,525.90 360
4386026 XXXXXXXXX XX 00000 SFD 7.000 6.500 $5,475.44 360
4386105 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,130.43 360
4386133 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,646.29 360
4386168 XXXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,417.97 360
4386242 XXXXXXX XX 00000 SFD 6.875 6.500 $2,929.91 360
4386291 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,417.50 360
4386329 XXXXXXXXX XX 00000 SFD 7.000 6.500 $ 778.41 360
4386533 XXXXXXXXX XX 00000 SFD 6.375 6.108 $3,194.22 360
4386648 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,155.25 360
4386771 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,601.44 360
4386778 XXX XXXX XX 00000 SFD 7.000 6.500 $2,973.91 360
4386922 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,037.16 360
4386927 XXXXXX XXXXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,837.94 360
4387102 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,502.43 360
4387198 XXX XXXXXXXXX XX 00000 MF2 7.000 6.500 $3,067.05 360
4387266 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,154.73 360
4387332 HALF XXXX XXX XX 00000 SFD 6.875 6.500 $2,294.33 360
4387430 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,595.07 360
4387442 XXXXXXXXXX XX 00000 PUD 7.250 6.500 $3,069.79 360
4387626 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,561.42 360
4387737 XXXXXXX XX 00000 SFD 6.875 6.500 $3,113.19 360
4387789 XXXXXX XX 00000 SFD 7.000 6.500 $1,999.90 360
4387812 XXX XXXXXXX XX 00000 PUD 6.875 6.500 $2,328.48 360
4387980 XXX XXX XX 00000 SFD 7.000 6.500 $2,275.34 360
4388152 XXXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $2,918.70 360
4388511 XXXXXXXX XX 00000 SFD 7.000 6.500 $5,555.28 360
4388515 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $5,273.82 360
4388555 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,606.04 360
4388662 XXXXXXXXX XX 00000 SFD 7.750 6.500 $4,357.38 360
4388723 XXXX XXXXX XX 00000 PUD 7.125 6.500 $1,205.96 360
4388789 XXXXXXXXX XX 00000 SFD 6.750 6.483 $4,073.20 360
4389148 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,367.05 360
4389281 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,181.00 360
4389401 XXXXXX XX 00000 SFD 7.125 6.500 $2,896.99 360
4389438 XXXXX XX 00000 SFD 6.750 6.483 $2,127.40 360
4389676 XXX XXXXXX XX 00000 SFD 7.375 6.500 $1,450.42 360
4389784 XXXXXX XX 00000 SFD 7.125 6.500 $2,317.60 360
4389910 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,896.99 360
4389936 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,360.33 360
4390029 XXXX XXXX XX 00000 PUD 7.250 6.500 $2,353.51 360
4390251 XXXXXXXXX XX 00000 LCO 6.875 6.500 $2,165.24 360
4390267 XXX XXXXX XX 00000 SFD 6.375 6.108 $3,793.13 360
4390287 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,896.99 360
4390305 XXXXXXXX XX 00000 SFD 7.625 6.500 $2,720.76 360
4390347 XXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,377.11 360
4390353 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,153.26 360
4390580 XXXX XX 00000 SFD 7.000 6.500 $2,661.22 360
4390823 XXX XXXX XX 00000 SFD 7.000 6.500 $3,858.76 360
4390948 XXX XXXX XX 00000 SFD 6.875 6.500 $2,069.33 360
4391072 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,877.35 360
4391410 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,961.78 360
4391460 XXXXX XXXX XX 00000 SFD 7.125 6.500 $2,566.87 360
4391536 XXXXXXX XX 00000 SFD 7.000 6.500 $3,526.11 360
4391704 XXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,060.40 360
4391928 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4392016 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,359.78 360
4392089 XXXXXXX XX 00000 SFD 6.875 6.500 $2,745.96 360
4392413 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4392585 XXX XXX XX 00000 SFD 6.750 6.483 $3,243.00 360
4392624 XXXX XXXX XX 00000 SFD 7.250 6.500 $2,251.19 360
4392634 XXX XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,344.55 360
4392641 XXXXXX XX 00000 SFD 7.000 6.500 $3,305.26 360
4392831 XXXXXXX XX 00000 SFD 7.000 6.500 $2,933.99 360
4392883 XXXXXXX XX 00000 SFD 6.875 6.500 $2,333.41 360
4392953 XXXXXX XX 00000 SFD 7.000 6.500 $2,528.15 360
4393242 XXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
4393361 XXX XXXX XX 00000 SFD 6.875 6.500 $2,529.18 360
4393433 XXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,095.71 360
4393472 XXXXXX XX 00000 SFD 6.875 6.500 $2,052.91 360
4393501 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,044.37 360
4393541 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,918.70 360
4394856 XXXXXXXX XX 00000 PUD 7.000 6.500 $2,607.99 360
4394926 XXXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,404.36 360
4394972 XXX XXXXXXX XX 00000 SFD 6.750 6.483 $2,568.45 360
4395065 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,561.42 360
4395190 XXXXXXXXXX XX 00000 SFD 7.500 6.500 $2,517.18 360
4395284 XXXXXXXXXX XX 00000 SFD 7.750 6.500 $7,164.13 360
4395336 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,691.68 360
4395350 XXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,341.86 360
4395408 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
4395478 XXXXXX XX 00000 SFD 7.125 6.500 $2,075.05 360
4395518 XXXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,651.19 360
4395574 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,837.86 360
4395659 XXX XXXX XX 00000 SFD 6.875 6.500 $3,120.41 360
4395671 XXX XXXX XX 00000 SFD 6.875 6.500 $2,266.41 360
4395941 XXXXX XX 00000 SFD 7.000 6.500 $3,273.29 360
4395951 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,247.28 360
4395962 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,713.12 360
4395979 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,732.83 360
4396031 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $6,737.19 360
4396068 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,496.33 360
4396154 XXX XXXX XX 00000 SFD 7.125 6.500 $2,189.59 360
4396523 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,652.53 360
4396524 XXXXXXX XX 00000 SFD 6.750 6.483 $2,639.79 360
4396598 XXX XXXXXXX XX 00000 SFD 7.000 6.500 $3,299.91 360
4396612 XXXXXX XX 00000 SFD 7.125 6.500 $2,075.06 360
4396673 XXXXX XX 00000 SFD 6.875 6.500 $2,575.17 360
4396680 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,544.79 360
4396690 XXXXXXX XXXXXXXXX XX 00000 PUD 6.875 6.500 $3,350.34 360
4396704 XXXXX XX 00000 SFD 6.625 6.358 $3,563.34 360
4397143 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,525.11 360
4397243 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,284.64 360
4397304 XXXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360
4397321 XXX XXXX XX 00000 SFD 7.000 6.500 $2,062.44 360
4397333 XXXXXXX XX 00000 SFD 6.750 6.483 $2,429.00 360
4397697 XXXXXX XX 00000 SFD 7.125 6.500 $3,672.44 360
4397715 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,548.88 360
4398098 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,087.00 360
4398221 XXXXX XXXX XX 00000 SFD 6.875 6.500 $2,949.62 360
4398286 TRACYS LANDING MD 20779 SFD 6.750 6.483 $2,333.40 360
4398297 XXXXX XXX XX 00000 SFD 7.000 6.500 $4,963.16 360
4398554 XXXXXXX XXXXX XX 00000 LCO 7.375 6.500 $2,293.04 360
4398605 XXXXXXX XX 00000 SFD 6.750 6.483 $3,016.63 360
4398622 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,391.23 360
4398741 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,299.25 360
4398769 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,594.87 360
4398796 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,027.13 360
4398819 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,324.06 360
4398825 XXXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4398890 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
4398931 XXX XXXXX XX 00000 SFD 7.375 6.500 $2,745.44 360
4399020 XXXXXXX XX 00000 SFD 6.875 6.500 $2,627.06 360
4399228 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,105.65 360
4399449 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,691.94 360
4399511 XXXXXXX XX 00000 SFD 6.875 6.500 $2,719.69 360
4399682 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,213.86 360
4399764 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,216.48 360
4400240 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $5,748.13 360
4400340 XXXXXX XX 00000 SFD 7.125 6.500 $2,073.71 360
4400520 XXX XXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4400525 XXXXXXXX XXXXXXX XX 00000 SFD 7.500 6.500 $3,307.99 360
4400777 XXXXXXX XX 00000 SFD 6.875 6.500 $2,378.09 360
4401026 XXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,287.75 360
4401317 XXX XXXX XX 00000 SFD 7.000 6.500 $2,617.97 360
4401545 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $1,740.87 360
4401605 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,082.47 360
4401630 XXXX XXXX XX 00000 SFD 6.875 6.500 $2,266.41 360
4401723 XXXXX XXXX XX 00000 SFD 7.000 6.500 $2,428.36 360
4401829 FALLS XXXXXX XX 00000 SFD 6.750 6.483 $3,054.90 360
4401834 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $4,598.51 360
4401858 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,112.02 000
0000000 XXX XXXX XX 00000 SFD 6.875 6.500 $4,247.27 360
4402202 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,695.57 360
4402205 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,361.66 360
4402542 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,791.95 360
4402655 XXXXXXX XX 00000 SFD 6.875 6.500 $2,397.80 360
4402686 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,874.11 360
4402739 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,110.01 360
4402780 XXXXXXX XX 00000 PUD 6.750 6.483 $2,516.57 360
4402901 XXXXXX XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,399.61 360
4403123 XXXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360
4403167 XXX XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,344.55 360
4403224 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,149.16 360
4403345 XXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4403386 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,182.85 360
4403434 XXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,727.75 360
4403497 XXXXXX XX 00000 SFD 7.250 6.500 $1,868.49 360
4403582 XXXXX XXXXX XX 00000 SFD 6.625 6.358 $2,228.28 360
4403683 XXXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4403724 XXXXXXX XX 00000 SFD 6.625 6.358 $2,115.91 360
4403959 XXXXX XX 00000 SFD 6.750 6.483 $2,277.88 360
4404063 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,018.09 360
4404210 XXXXXXX XX 00000 SFD 6.875 6.500 $2,207.28 360
4404261 XXXX XXXX XX 00000 SFD 7.000 6.500 $2,175.54 360
4404787 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,573.85 360
4404842 XXXXXXX XX 00000 SFD 7.125 6.500 $2,052.48 360
4404910 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,304.77 360
4404912 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $3,340.29 360
4405115 XXX XXXX XX 00000 SFD 6.625 6.358 $2,510.02 360
4405369 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,007.58 360
4405376 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,198.01 360
4405482 XXXXXXXX XX 00000 SFD 6.875 6.500 $1,313.86 360
4405735 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,542.32 360
4405979 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $4,351.13 360
4406010 XXXXXXXX XX 00000 SFD 7.500 6.500 $2,412.29 360
4406050 XXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,561.97 360
4406148 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,432.25 360
4406198 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,225.52 360
4406343 XXXXXXX XX 00000 SFD 7.250 6.500 $2,635.93 360
4406534 XXXXXXXXXXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $3,056.24 360
4407535 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,402.90 360
4407577 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,706.55 360
4407673 XXXXXXX XX 00000 PUD 7.000 6.500 $2,313.59 360
4407966 XXX XXXX XX 00000 SFD 6.750 6.483 $3,145.71 360
4408079 XXX XXXX XX 00000 SFD 6.875 6.500 $2,036.48 360
4408163 XXXXXX XX 00000 SFD 7.000 6.500 $2,067.43 360
4408171 XXXXX XX 00000 PUD 6.875 6.500 $2,205.31 360
4408215 XXXXXXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,316.99 360
4408331 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,488.23 360
4408350 XXXXX XX 00000 SFD 7.250 6.500 $4,352.28 360
4408469 XXXXXX XX 00000 SFD 6.875 6.500 $2,299.26 360
4408528 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,594.68 360
4408609 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,941.58 360
4408658 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,478.20 240
4408687 XXXXX XX 00000 SFD 7.000 6.500 $2,315.25 360
4408718 XXXXX XX 00000 SFD 7.000 6.500 $2,494.88 360
4408761 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,599.97 360
4408776 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,233.56 360
4408817 XXXXXX XX 00000 SFD 6.750 6.483 $2,912.21 360
4408911 XXX XXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
4408929 XXXXXXX XX 00000 SFD 6.875 6.500 $3,284.64 360
4409090 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,049.62 360
4409145 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,794.28 360
4409268 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $4,657.12 360
4409447 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,724.79 360
4409472 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
4409749 XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,890.49 360
4410076 XXXXX XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,463.49 360
4410307 XXXXXXXXX XX 00000 SFD 6.250 5.983 $1,323.80 360
4410507 XXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $4,486.83 360
4410582 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,539.41 360
4410945 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,049.57 360
4411328 XXXXX XX 00000 SFD 7.000 6.500 $5,729.92 360
4411580 XXXXXXXX XX 00000 SFD 7.000 6.500 $4,490.80 360
4411622 XXXXXX XX 00000 SFD 7.125 6.500 $2,681.40 360
4411907 XXXXX XXXXX XX 00000 HCO 6.875 6.500 $3,908.73 360
4412434 XXXXXX XX 00000 SFD 6.750 6.483 $6,485.99 360
4413269 XXXXX XX 00000 SFD 6.875 6.500 $3,253.12 360
4414119 XXXXXXXXX XX 00000 SFD 6.250 5.983 $2,093.44 360
4414274 XXXXX XXXXXX XX 00000 SFD 7.750 6.500 $2,865.65 360
4414841 XXX XXXX XX 00000 SFD 7.000 6.500 $2,268.69 360
4414846 XXXXXXX XX 00000 SFD 7.125 6.500 $4,008.63 360
4414907 XXXXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $ 940.47 360
4415064 XXXXX XXXXXXXX XX 00000 SFD 7.375 6.500 $2,298.57 360
4415196 XXXXX XXX XX 00000 SFD 6.875 6.500 $3,940.92 360
4415413 XXXXXX XX 00000 SFD 6.875 6.500 $2,199.40 360
4415619 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,270.10 360
4415756 XXX XXXX XX 00000 SFD 6.875 6.500 $2,036.48 360
4415825 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,282.83 360
4415870 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,326.51 360
4415953 XXX XXXX XX 00000 SFD 7.500 6.500 $2,590.59 360
4416115 XXX XXXX XX 00000 SFD 7.250 6.500 $2,353.51 360
4416944 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,497.11 360
4416955 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,575.17 360
4417182 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,135.02 360
4417505 XXXXXXX XX 00000 SFD 6.875 6.500 $2,764.13 240
4417630 XXXXX XX 00000 SFD 7.125 6.500 $2,381.59 360
4418095 XXXXXX XX 00000 SFD 7.125 6.500 $2,034.63 360
4418291 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $4,926.97 360
4418334 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,153.26 360
4418401 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,006.63 360
4418455 XXXXXX XX 00000 SFD 7.500 6.500 $2,139.60 360
4418574 XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,146.89 360
4418878 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $4,045.31 360
4418963 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,172.74 360
4419141 XXXXXXXX XX 00000 SFD 6.750 6.483 $3,015.99 360
4419158 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,762.71 360
4419161 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,148.26 360
4419257 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,347.54 360
4419406 XXXXXX XXXXX XXXXXX XX 00000 SFD 7.000 6.500 $4,321.14 360
4419420 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,571.88 360
4419443 XXXXXXXXXX XXXXX XX 00000 SFD 7.250 6.500 $2,967.47 360
4419462 XXXXXX XX 00000 SFD 7.250 6.500 $3,410.88 360
4419880 XXXXXXXX XX 00000 SFD 6.875 6.500 $4,125.51 360
4420847 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,857.65 360
4421061 XXXXXXX XX 00000 SFD 7.000 6.500 $2,591.36 360
4422049 XXX XXXXX XX 00000 SFD 7.500 6.500 $4,214.17 360
4423227 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,225.99 360
4423612 XXX XXXXXX XX 00000 SFD 6.875 6.500 $3,613.11 360
4424747 XXX XXXX XX 00000 SFD 6.875 6.500 $3,087.57 360
4424939 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,748.78 360
4425271 XXXXXXXX XX 00000 SFD 7.125 6.500 $4,379.17 360
4425291 XXXXXXX XX 00000 SFD 7.125 6.500 $2,795.93 360
4425314 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,031.73 360
4425336 XXXXXXX XX 00000 SFD 6.875 6.500 $5,754.70 360
4425675 XXXXXXXXX XX 00000 SFD 6.500 6.233 $6,162.67 360
4426156 XXXXX XX 00000 SFD 6.625 6.358 $2,170.66 360
4426435 XXXXXXX XX 00000 SFD 7.875 6.500 $2,257.14 360
4426782 XXX XXXX XX 00000 SFD 6.875 6.500 $3,081.00 360
4427054 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,711.65 360
4427130 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,693.41 360
4427161 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,732.83 360
4427525 XXX XXXXXXXXX XX 00000 SFD 6.625 6.358 $3,630.56 360
4427765 XXX XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,062.76 360
4428912 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,148.00 360
4429269 XXXXXX XX 00000 SFD 7.250 6.500 $2,328.95 360
4429602 XXXXXXX XXXXXXXX XX 00000 SFD 6.750 6.483 $2,594.40 360
4429661 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,794.27 360
4431079 XXXXXXXXX XX 00000 SFD 6.625 6.358 $2,561.25 360
4431879 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,036.48 360
4432561 XXXXXX XXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,029.18 360
4432773 XXXXXX XX 00000 SFD 7.000 6.500 $2,761.01 360
4433398 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $4,072.60 360
4433465 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,848.65 360
4433593 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $4,716.03 360
4434453 XXX XXXXX XX 00000 SFD 7.000 6.500 $3,106.97 360
4436001 XXXXXXX XX 00000 SFD 6.875 6.500 $2,259.84 360
4436278 XXXXXXXXX XX 00000 SFD 6.750 6.483 $4,540.19 360
4439819 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,602.10 360
4440305 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,146.86 360
4441008 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,176.14 360
4441697 XXXX XXXXX XX 00000 SFD 7.125 6.500 $2,223.28 360
4442947 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,319.29 360
4443007 XXXXXXX XX 00000 PUD 6.875 6.500 $2,397.79 360
4446052 XXXXXXX XXX XX 00000 SFD 7.250 6.500 $2,264.83 360
4446260 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,332.76 360
4591459 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,151.03 360
4599296 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,556.98 360
4600516 XXXXX XXXX XX 00000 SFD 7.250 6.500 $2,839.56 360
4608709 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,261.00 360
4611943 XXXX XX 00000 SFD 6.750 6.483 $2,091.73 360
4612834 XXXXX XX 00000 SFD 6.875 6.500 $3,816.76 360
4613634 XXXXXXX XX 00000 SFD 7.250 6.500 $2,285.29 360
4614089 XXXXXXX XX 00000 LCO 7.000 6.500 $2,441.66 360
4619300 XXXXXX XX 00000 SFD 7.000 6.500 $2,128.97 360
4620837 XXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,604.76 360
4622502 XXXX & XXXXXXX XX 00000 SFD 7.000 6.500 $6,253.84 360
4646543 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,711.15 360
4661732 XXXXXXXX XXXXXXXX XX 00000 SFD 6.875 6.500 $2,722.97 360
4667663 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,116.76 300
4674594 XXXXXX XX 00000 SFD 7.000 6.500 $2,128.97 360
4685400 XXXXXX XX 00000 SFD 6.875 6.500 $2,220.42 360
4730160 XXXX XX 00000 SFD 6.875 6.500 $2,513.41 360
4840104 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,929.91 360
4879508 XXXXXXX XX 00000 SFD 6.875 6.500 $4,270.00 360
4882098 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,020.06 360
4945200 NAGS XXXX XX 00000 SFD 7.125 6.500 $2,599.88 360
5075916 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,808.43 360
5849560 XXXX XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,148.93 360
5918837 XXXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,286.96 360
5929411 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,443.78 360
5950086 XXXXXXXXXX XX 00000 SFD 6.625 6.358 $2,641.29 360
5955629 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,991.82 360
5963136 XXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,256.96 360
5967721 XXXXXXXXX XX 00000 SFD 7.125 6.500 $5,551.45 360
5993330 XXXXX XX 00000 SFD 6.750 6.483 $5,448.23 360
5994505 XXXXXXXXX XX 00000 SFD 6.750 6.483 $3,372.72 360
5994832 XXXXXXXX XX 00000 SFD 7.125 6.500 $5,167.43 360
5997434 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,168.16 360
5998472 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,891.54 360
6007126 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,237.35 360
6017534 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,689.62 360
6018893 XXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,841.78 360
6019041 XXXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,868.00 360
6019898 XXXXXXX XX 00000 COP 8.000 6.500 $ 349.28 360
6020919 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,259.84 360
6021142 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $3,444.68 360
6029218 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $3,532.43 360
6033241 XXXXXXXX XX 00000 SFD 7.750 6.500 $2,905.05 360
6033983 XXXXXXX XX 00000 SFD 7.500 6.500 $4,644.89 360
6039672 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,461.62 360
6039738 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,624.09 240
6086734 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,520.97 360
6100370 XXXXX XXXXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,706.55 360
6115100 XXXXXXXXX XX 00000 SFD 6.875 6.500 $4,631.35 360
6156349 XXXX XX XXXX XX 00000 SFD 7.375 6.500 $6,734.08 360
6157406 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,575.16 360
6219931 XXXX XXXXXXX XX 00000 SFD 7.250 6.500 $5,449.23 360
6224899 XXXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,246.70 360
6238684 XXXXXXX XX 00000 SFD 6.875 6.500 $3,994.13 360
7888528 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $3,798.71 360
8339951 XXXXXXX XX 00000 SFD 7.125 6.500 $3,604.39 360
8353624 XXXXXXXX XX 00000 SFD 8.250 6.500 $2,055.47 360
8359389 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,305.76 360
8380811 XXX XXXXX XX 00000 SFD 7.250 6.500 $3,274.45 360
8425533 XXXXXX XXXXX XX 00000 SFD 6.750 6.483 $2,043.08 360
8502237 XXXXXXX XX 00000 SFD 7.000 6.500 $2,561.41 360
8530694 XXXXX XXXX XX 00000 LCO 7.125 6.500 $3,604.39 360
8534930 XXXXXXX XX 00000 SFD 7.375 6.500 $2,242.62 360
8552474 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,973.04 360
8568822 XXXXXXXXXX XX 00000 PUD 7.375 6.500 $2,211.89 360
8580421 XXXXX XX 00000 SFD 6.750 6.483 $4,864.49 360
8600530 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,223.75 360
8610591 XXXXXXX XX 00000 SFD 7.500 6.500 $2,227.00 360
8617148 XXXXXX XX 00000 SFD 7.000 6.500 $4,257.94 360
8627252 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,585.11 360
8639004 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
8639072 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $3,845.45 360
8649878 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,506.23 360
8666663 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,235.09 360
8679213 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,417.36 360
8686242 XXXXXX XX 00000 SFD 7.500 6.500 $4,178.86 360
8696516 XXXXXXX XX 00000 SFD 7.250 6.500 $2,984.52 360
8700043 XXXXXXX XXXXXX XX 00000 SFD 7.500 6.500 $2,566.12 360
8700739 XXXXXXXX XX 00000 SFD 7.625 6.500 $2,923.90 360
8703031 XXXXXXXXXXX XX 00000 SFD 7.625 6.500 $3,142.60 360
8703265 XXXXXXX XX 00000 SFD 7.500 6.500 $2,237.49 360
8704588 NIWOT CO 80503 SFD 7.875 6.500 $3,335.32 360
8704875 XXXXXXX XX 00000 SFD 7.375 6.500 $3,038.97 360
8705986 XXXXXX XXXXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
8710680 XXX XXXXX XX 00000 SFD 7.625 6.500 $2,831.17 360
8714960 XXXXXX XX 00000 SFD 7.375 6.500 $2,880.12 360
8715595 XXXXXX XXXX XX 00000 SFD 7.375 6.500 $2,884.26 360
8719843 XXXXXXXXXXX XX 00000 SFD 7.500 6.500 $3,146.47 360
8722104 XXXXXX XX 00000 SFD 7.500 6.500 $2,388.52 360
8723220 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,134.29 360
8723783 XXXXXXX XX 00000 LCO 7.500 6.500 $2,737.86 360
8724970 XXXXXXX XX 00000 SFD 7.250 6.500 $3,230.79 360
8727280 XXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,674.13 360
8728681 XXXXXXXX XXX XX 00000 SFD 7.250 6.500 $3,189.17 360
8729411 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,709.83 360
8729430 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,403.55 360
8730658 XXXXXX XX 00000 SFD 7.375 6.500 $2,707.45 360
8731082 XXXXXXX XX 00000 SFD 7.375 6.500 $4,610.26 360
8732358 XXXXX XXXX XX 00000 SFD 7.500 6.500 $2,691.98 360
8732727 XXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $3,652.32 360
8738076 XXXXXXXXX XX 00000 SFD 7.750 6.500 $3,863.04 360
8739613 XXXXXXX XX 00000 SFD 7.125 6.500 $4,187.16 360
8742838 XXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $6,480.67 360
8743036 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $3,481.00 360
8744011 XXXXXXXX XX 00000 SFD 7.375 6.500 $3,000.98 360
8746024 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,980.56 360
8748377 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,259.84 360
8751377 XXXXXX XX 00000 SFD 7.250 6.500 $3,066.93 360
8752670 XXXXXXXX XXXXXX XX 00000 SFD 7.500 6.500 $2,349.36 360
8753854 XXXXXX XXXXX XXXX XX 00000 SFD 7.625 6.500 $2,814.19 360
8754658 XXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $3,088.70 360
8755072 XXXX XX 00000 SFD 7.500 6.500 $2,167.56 360
8755495 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,105.13 360
8756000 XXXXXXX XX 00000 MF2 7.500 6.500 $2,880.76 360
8758183 XXX XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,108.74 360
8759969 XXXX XXXXXXXXXX XX 00000 SFD 7.625 6.500 $2,887.80 360
8761128 XXXXXX XX 00000 SFD 7.125 6.500 $6,737.19 360
8763736 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,532.64 360
8765164 XXXXXX XX 00000 SFD 7.375 6.500 $2,527.87 360
8765452 XXXXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,486.43 360
8765856 XXXXXXXX XXXXXXX XX 00000 SFD 7.625 6.500 $2,259.28 360
8766717 XXX XXXXX XX 00000 SFD 7.125 6.500 $4,237.02 360
8769298 XXXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,395.80 360
8769542 XXXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,102.36 360
8777926 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,934.52 360
8778628 XXXXXX XX 00000 SFD 7.500 6.500 $2,740.92 360
8781685 XXXXXXX XX 00000 SFD 7.250 6.500 $2,240.95 360
8782157 XXXX XXXX XX 00000 SFD 6.875 6.500 $2,181.00 360
8782162 XXXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $3,214.41 360
8783834 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,771.57 360
8784389 XXXX XX 00000 SFD 7.625 6.500 $2,229.55 360
8784877 XXXXXX XX 00000 SFD 7.125 6.500 $2,694.87 360
8785948 XXXXXXX XX 00000 SFD 7.750 6.500 $3,062.66 360
8786494 XXXXXX XX 00000 SFD 7.125 6.500 $2,459.07 360
8786557 XXXXXX XX 00000 MF2 7.000 6.500 $3,012.49 360
8786761 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,074.87 360
8786777 XXXXXXXX XXXXXXX XX 00000 LCO 7.375 6.500 $2,348.30 360
8788139 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $3,284.16 360
8789325 XXXXXXX XX 00000 SFD 7.375 6.500 $2,485.74 360
8790742 XXXXXX XX 00000 SFD 7.125 6.500 $2,888.90 360
8791986 XXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,501.71 300
8792107 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,740.80 360
8792575 XXXXXX XX 00000 SFD 7.375 6.500 $2,141.09 360
8792866 XXXXXX XX 00000 SFD 7.000 6.500 $2,461.62 360
8792872 XXX XXXXXXXXX XX 00000 SFD 7.500 6.500 $5,593.72 360
8793871 XXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $3,383.59 360
8794358 XXXXXX XXXXX XXXX XX 00000 SFD 7.375 6.500 $2,793.78 360
8795369 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,088.53 360
8795891 XXXXX XX 00000 SFD 7.125 6.500 $3,031.73 360
8796854 XXXXXX XXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360
8797369 XXXXXX XX 00000 SFD 7.750 6.500 $2,514.61 360
8797837 XX XXXXXX XX 00000 SFD 7.000 6.500 $3,705.73 360
8797857 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,786.94 360
8798467 XXXX XX 00000 SFD 7.250 6.500 $2,483.12 360
8799833 SOUTH XXX XXXXXXX XX 00000 SFD 7.625 6.500 $2,845.33 360
8800803 XXXXXXX XX 00000 SFD 8.000 6.500 $2,872.69 360
8801621 XXXXXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $4,364.22 360
8802170 XXX XXXXXX XX 00000 SFD 7.625 6.500 $2,972.73 360
8803505 XXXXXXXXX XX 00000 SFD 6.500 6.233 $2,558.61 360
8804150 XXX XXXX XX 00000 MF2 7.125 6.500 $2,964.36 360
8805811 XXXXXXX XX 00000 SFD 7.375 6.500 $2,268.87 360
8805872 XX XXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360
8805969 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360
8806375 XXX XXXXX XX 00000 SFD 7.250 6.500 $3,329.02 360
8808100 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,835.30 360
8808771 XXXXXX XX 00000 SFD 7.000 6.500 $2,561.41 360
8809706 XXXXXXX XX 00000 SFD 6.750 6.483 $2,334.95 360
8811639 XXXXXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360
8812020 XXXXXXXXX XX 00000 SFD 7.375 6.500 $6,561.41 360
8816874 XXXXXX XX 00000 SFD 7.500 6.500 $2,819.58 240
8817277 XXXXXX XX 00000 SFD 7.250 6.500 $3,282.97 360
8817878 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,483.12 360
8818501 XXXXXXX XX 00000 SFD 7.250 6.500 $2,524.05 360
8823241 XXX XXXX XX 00000 SFD 7.375 6.500 $2,417.36 360
8829724 XXXXXXXX XX 00000 SFD 7.125 6.500 $5,726.61 360
8831613 XXXXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,282.10 360
8832223 XXXXXXXX XX 00000 SFD 7.500 6.500 $3,181.43 360
8832563 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,353.51 360
8832893 XXXX XX 00000 SFD 7.500 6.500 $5,383.95 360
8833494 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,537.70 360
8833872 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,683.77 360
8835194 XXXXX XXXX XX 00000 SFD 7.125 6.500 $3,503.34 360
8835884 XXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $3,099.11 360
8837249 XXXXXXX XX 00000 SFD 7.375 6.500 $2,134.19 360
8837553 XXXXXXX XX 00000 SFD 7.250 6.500 $2,455.83 360
8838533 XXXXXXX XX 00000 SFD 7.500 6.500 $4,950.44 360
8839454 XXXXXX XX 00000 LCO 7.625 6.500 $3,206.31 360
8841758 XXXXXXX XX 00000 SFD 7.125 6.500 $5,255.00 360
8842449 XXXXXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $2,464.05 360
8842533 XXX XXXX XX 00000 SFD 7.375 6.500 $2,472.62 360
8843398 XXXXX XX 00000 SFD 7.250 6.500 $2,393.07 360
8843727 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,796.86 360
8843787 XXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,724.41 360
8847379 XXXXXX XX 00000 SFD 7.375 6.500 $2,353.45 360
8850835 XX XXXXX XX 00000 MF2 7.250 6.500 $4,202.21 360
8852008 XXXXXXX XX 00000 SFD 6.750 6.483 $2,436.13 360
8852557 XXXXXXXX XXX. XX 00000 SFD 7.250 6.500 $3,410.88 360
8853790 XXXXXXXX XXXXX XX 00000 SFD 7.500 6.500 $4,544.89 360
8856011 XXXXXXX XX 00000 SFD 7.500 6.500 $2,377.33 360
8859510 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,956.18 360
8859732 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $6,080.86 360
8859973 XXXXXXX XX 00000 SFD 7.750 6.500 $2,220.88 360
8860080 XXXXXX XX 00000 SFD 7.125 6.500 $2,479.28 360
8861937 XXXXXXX XXXX XX 00000 SFD 6.875 6.500 $3,563.84 360
8863869 XXXXX XXXXXX XX 00000 SFD 7.250 6.500 $4,087.60 360
8868346 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,949.78 360
8868525 WATCHUNG XXXXXXX XX 00000 SFD 7.625 6.500 $4,161.83 360
8868555 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,101.10 360
8869143 XXXXXX XXXX XX 00000 SFD 7.250 6.500 $3,479.10 360
8870406 XXXX XXXXXX XX 00000 SFD 7.000 6.500 $2,720.91 360
8873521 XXXXX XXXX XX 00000 SFD 7.250 6.500 $2,476.30 360
8873604 GLEN XXXXX XX 00000 SFD 6.875 6.500 $3,744.50 360
8874625 XXXXXXX XX 00000 SFD 7.375 6.500 $4,220.02 360
8874723 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,846.50 360
8875355 XXXX XXXXX XX 00000 SFD 7.750 6.500 $2,328.34 360
8875713 XXX XXXXXXXXX XX 00000 SFD 7.375 6.500 $5,180.06 360
8876986 XXXXX XXXX XX 00000 SFD 7.250 6.500 $2,393.76 360
8880930 XXXXXX XX 00000 SFD 6.875 6.500 $2,694.07 360
8881414 THE XXX XXXXX XX 00000 SFD 7.000 6.500 $2,176.87 360
8882542 XXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $2,162.23 360
8883185 XXXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,068.36 360
8884687 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,742.35 360
8884955 XXXXXXX XX 00000 HCO 7.375 6.500 $3,713.07 360
8887140 XXXXXXXXX XX 00000 LCO 7.000 6.500 $3,911.98 360
8888234 XXXX XX 00000 SFD 7.375 6.500 $2,279.23 360
8888632 XXXXXXXXX XX 00000 SFD 7.625 6.500 $3,220.46 360
8888917 XXXXX XX 00000 LCO 7.125 6.500 $4,542.55 360
8889316 XXXXXXXXX XX 00000 SFD 7.250 6.500 $4,996.18 360
8890116 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,612.74 360
8891396 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $3,045.21 360
8892132 XXXXXX XX 00000 SFD 6.750 6.483 $2,884.96 360
8893819 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $3,143.55 360
8895149 XXXXX XXXXXXX XX 00000 SFD 7.375 6.500 $3,254.46 360
8895985 XXXXXX XX 00000 SFD 6.875 6.500 $3,804.41 360
8896442 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,769.32 360
8896609 XX XXXXX XX 00000 SFD 7.250 6.500 $2,592.27 360
8897792 XXX XXXXXXXX XX 00000 LCO 6.875 6.500 $2,635.93 360
8898321 XXXXXXXX XXXXXX XX 00000 SFD 7.125 6.500 $2,526.44 360
8899615 XXXXX XXXXX XX 00000 SFD 7.375 6.500 $3,094.22 360
8900220 XXXXXXXX, XX 00000 SFD 7.375 6.500 $2,693.14 240
8901397 XXXX XX 00000 SFD 7.250 6.500 $2,769.64 360
8901576 XXXX XXXXX XX 00000 SFD 7.250 6.500 $3,028.86 360
8901617 XXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,162.23 360
8901885 XXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
8902584 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,217.07 360
8903554 XXXXXXXXXX XX 00000 SFD 7.375 6.500 $2,949.53 360
8904553 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $2,983.84 360
8906175 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,776.51 360
8907413 XXXXXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360
8908034 XXXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,006.55 360
8909257 XXXXXX XX 00000 SFD 7.250 6.500 $2,844.68 360
8910030 XXXX XX XXXX XX 00000 SFD 7.125 6.500 $5,895.04 360
8910205 XXXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $3,194.23 240
8911023 XXXXXXXX XX 00000 SFD 7.125 6.500 $3,600.35 360
8912697 XXXXXXX XX 00000 SFD 7.375 6.500 $2,217.07 360
8912805 XXXXXX XX 00000 SFD 7.375 6.500 $3,163.29 360
8912885 XXX XXXXX XX 00000 SFD 7.375 6.500 $2,757.17 360
8913242 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,292.11 360
8913517 XXXXXX XX 00000 SFD 6.625 6.358 $3,449.36 360
8915243 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
8916714 XXXXXXX XXXXX XX 00000 LCO 7.125 6.500 $2,142.42 360
8916825 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,993.86 360
8917837 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $2,099.65 360
8918272 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,251.18 360
8920201 XXXXX XXXX XX 00000 SFD 7.250 6.500 $2,285.29 360
8920283 XXXXXXX XX 00000 SFD 7.250 6.500 $2,967.47 360
8922183 XXXXXXX XX 00000 SFD 7.125 6.500 $2,422.02 360
8922307 XXXXXXXX XX 00000 SFD 6.750 6.483 $6,271.94 360
8923256 XXXXXX XXXXX XX 00000 SFD 7.125 6.500 $4,077.01 360
8923424 XXXXXXXX XX 00000 SFD 7.250 6.500 $2,073.82 360
8923759 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360
8923798 XXXXXX XX 00000 SFD 7.125 6.500 $3,227.11 360
8924734 XXXXXX XX 00000 SFD 6.875 6.500 $3,941.57 360
8924787 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,182.19 360
8924798 XXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,358.01 360
8924918 XXXXXXX XXXXXXXXX XX 00000 SFD 7.375 6.500 $5,318.20 360
8925051 XXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,256.96 360
8925094 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,448.31 360
8925728 XXXXXX XX 00000 SFD 7.000 6.500 $2,519.67 360
8926113 XXXX XXXXX XX 00000 SFD 7.250 6.500 $3,615.53 360
8926187 XXXX XX 00000 SFD 7.000 6.500 $2,142.27 360
8926473 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,470.05 360
8926816 XXX XXXXXXXX XX 00000 SFD 7.125 6.500 $2,930.68 360
8928900 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $4,011.88 360
8930351 PRIOR XXXX XX 00000 SFD 7.250 6.500 $2,481.42 360
8930759 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,097.69 360
8931900 XXXXXX XX 00000 SFD 7.375 6.500 $2,957.47 360
8932489 CREVE XXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
8932695 XXXXXXXXX XX 00000 SFD 7.125 6.500 $2,169.37 360
8932940 XXXXXXXXX XX 00000 SFD 7.625 6.500 $2,548.06 360
8933493 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,827.54 360
8933528 XXX XXXX XX 00000 SFD 7.250 6.500 $4,345.46 360
8934014 XXXXXXXX XXXXXXX XX 00000 SFD 7.250 6.500 $3,103.90 360
8935317 XXXXXXXX XX 00000 SFD 7.250 6.500 $5,116.32 360
8935403 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,486.02 360
8935905 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,593.82 360
8936587 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $3,049.33 360
8936745 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
8936902 XXXXX XX 00000 SFD 7.250 6.500 $2,483.12 360
8936992 XXXXXX XX 00000 SFD 7.125 6.500 $2,263.69 360
8937472 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,187.57 360
8937508 XXXX XXX XX 00000 SFD 7.250 6.500 $3,247.16 360
8938195 XXXXXXX XX 00000 SFD 7.250 6.500 $2,182.96 360
8938592 XXXXXXXX XXXX XX 00000 SFD 7.375 6.500 $8,288.10 360
8939587 XXX XXXX XX 00000 SFD 6.875 6.500 $2,383.99 360
9163603 XXX XXXXXXXXX XX 00000 LCO 7.125 6.500 $4,379.17 360
9165200 XXXXXX XX 00000 SFD 7.000 6.500 $2,594.32 360
9192501 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,029.18 360
9204637 XXX XXXX XX 00000 SFD 6.875 6.500 $2,853.70 360
9220259 XXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $6,405.06 360
9220321 XXXXXXXXX XX 00000 SFD 6.875 6.500 $3,547.42 360
9227989 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,324.06 360
9231200 XXXXXXXXX XX 00000 LCO 7.000 6.500 $2,192.84 360
9239847 XXXXXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,562.03 360
9257171 XXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,069.09 360
9259112 XXXXXX XX 00000 SFD 6.875 6.500 $2,364.95 360
9261843 XXXXXX XXXXXX XX 00000 SFD 7.375 6.500 $3,815.98 360
9263419 XXXXXXX XX 00000 SFD 6.875 6.500 $2,250.31 360
9263518 XXXX XXXXXX XXXX XX 00000 SFD 7.000 6.500 $4,098.27 360
9266289 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,630.87 360
9266909 XXX XXXX XX 00000 SFD 7.000 6.500 $2,335.22 360
9272933 XXXXXX XX 00000 SFD 7.000 6.500 $2,075.75 360
9274002 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,186.59 360
9274358 XXXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,135.02 360
9275116 XXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,970.58 360
9275637 XXX XXXXXXX XX 00000 LCO 6.750 6.483 $6,353.02 360
9278346 XXXXXXX XX 00000 SFD 7.375 6.500 $2,231.23 360
9279688 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $4,961.78 360
9280124 XXXX XXXXXX XX 00000 SFD 7.750 6.500 $2,783.27 360
9281122 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,262.03 360
9282773 XXXXXX XX 00000 SFD 7.000 6.500 $2,894.07 360
9284043 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $4,598.51 360
9286808 XXXX XXXXXX XX 00000 SFD 6.875 6.500 $3,021.88 360
9289729 XXXXXXX XXXXX XX 00000 SFD 6.500 6.233 $2,743.18 360
9290495 XXXX XXXXXX XX 00000 SFD 7.125 6.500 $2,607.30 360
9290578 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,899.24 360
9298548 XXXXX XX 00000 SFD 6.875 6.500 $2,463.49 360
9298803 XXXXXXXX XXXXX XX 00000 LCO 7.125 6.500 $2,091.90 360
9301870 XXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,035.83 360
9302266 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,626.83 360
9304338 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,299.25 360
9306501 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,857.64 360
9310632 XXXX XXXXX XX 00000 SFD 6.750 6.483 $2,866.81 360
9311614 XXXXXXXX XX 00000 SFD 6.875 6.500 $3,547.42 360
9311697 XXXXXXX XX 00000 SFD 6.875 6.500 $2,036.48 360
9314618 XXXXX XX 00000 SFD 6.875 6.500 $2,542.32 360
9316530 BEND OR 97701 SFD 7.000 6.500 $3,243.35 360
9321381 XXXXX XX 00000 SFD 6.750 6.483 $2,516.56 360
9325546 XXX XXXXX XX 00000 SFD 6.875 6.500 $3,606.54 360
9325567 XXX XXXXXXX XX 00000 SFD 7.375 6.500 $2,762.70 360
9325689 XXXXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,727.74 360
9325926 XXXXXXX XX 00000 SFD 7.125 6.500 $3,099.11 360
9326709 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,844.17 360
9327420 XXXXXXX XX 00000 SFD 6.875 6.500 $4,254.93 360
9327480 XXXXXXX XX 00000 SFD 7.250 6.500 $2,165.91 360
9327618 XXXXXX XX 00000 SFD 7.000 6.500 $2,405.07 360
9327653 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,218.90 360
9328309 XXXXX XXXX XX 00000 SFD 7.125 6.500 $2,994.68 360
9328456 XXX XXXXXXXX XX 00000 SFD 7.500 6.500 $3,160.45 360
9328460 XXXXXX XX 00000 SFD 7.375 6.500 $3,923.04 360
9329058 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,267.07 360
9329059 XXXXXXX XX 00000 SFD 6.875 6.500 $3,284.65 360
9329089 SOUTH XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,378.09 360
9329673 XXXX XX 00000 SFD 6.750 6.483 $3,242.99 360
9329885 XXX XXXXX XX 00000 SFD 7.375 6.500 $2,666.01 360
9330004 XXX XXXX XX 00000 SFD 6.750 6.483 $2,075.52 360
9330070 XXXX XXXX XX 00000 SFD 6.875 6.500 $3,862.75 360
9330073 XXXXXXXX XXXX XX 00000 SFD 7.250 6.500 $2,708.24 360
9330246 XXXXXX XXXXX XX 00000 SFD 7.375 6.500 $2,500.25 360
9330346 XXXXX XX 00000 SFD 7.000 6.500 $2,820.89 360
9330711 XXXXXXXXX XX 00000 SFD 7.250 6.500 $3,058.20 360
9330780 XXXXXXXXX XXX XX 00000 SFD 6.500 6.233 $2,749.50 360
9330886 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,561.42 360
9331033 XXXXXXXXX XX 00000 SFD 6.875 6.500 $1,997.07 360
9331093 XXXXXX XX 00000 SFD 7.125 6.500 $2,290.65 360
9331287 XXXXXXXX XX 00000 SFD 7.375 6.500 $2,929.85 360
9331289 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,945.25 360
9331298 XXX XXXXX XX 00000 SFD 7.000 6.500 $4,078.31 360
9331367 BLACK XXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,494.89 360
9332019 XXX XXXXX XX 00000 SFD 7.125 6.500 $2,910.47 360
9332035 XXX XXXXX XX 00000 SFD 7.125 6.500 $2,681.40 360
9332060 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $4,210.74 360
9332080 XXX XXXX XX 00000 SFD 7.250 6.500 $2,136.07 360
9332089 XXX XXXX XX 00000 SFD 7.250 6.500 $2,080.64 360
9332113 XXXXX XX 00000 SFD 7.500 6.500 $2,386.07 360
9332145 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $5,895.04 360
9332348 XXXXX XXXX XX 00000 SFD 7.125 6.500 $5,288.69 360
9332389 XXXXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,303.95 360
9332403 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,277.17 360
9332652 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,223.29 360
9332711 XXXXX XX 00000 SFD 7.000 6.500 $2,661.21 360
9332723 XXX XXXXX XX 00000 SFD 7.250 6.500 $3,185.77 360
9332831 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,004.79 360
9332944 XXXXXX XXXX XX 00000 SFD 7.375 6.500 $3,301.43 360
9332950 XXXXXX XXXXXX XX 00000 SFD 7.000 6.500 $3,599.29 360
9333670 XXXXXX XXXX XX 00000 SFD 7.125 6.500 $3,469.65 360
9333842 XXX XXXXX XX 00000 SFD 7.250 6.500 $2,510.41 360
9333865 XXXXXX XXXX XX 00000 SFD 6.875 6.500 $2,410.93 360
9334071 XXX XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,705.46 360
9334481 XXXXXXX XXXXXXX XX 00000 SFD 7.000 6.500 $3,592.64 360
9334643 XXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,299.25 360
9334691 XXXXXXXXXX XX 00000 SFD 7.250 6.500 $4,434.15 360
9334714 XXXXXXXXX XX 00000 SFD 7.000 6.500 $2,741.05 360
9334895 XXXXXX XX 00000 SFD 7.250 6.500 $2,769.64 360
9334972 XXXXXXX XXX XX 00000 SFD 7.625 6.500 $5,053.65 360
9335153 XXXXXXX XX 00000 SFD 7.125 6.500 $2,381.60 360
9335244 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,169.32 360
9335311 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $3,310.93 360
9335775 XXX XXXXXXXX XX 00000 LCO 7.000 6.500 $4,158.14 360
9335818 XXXXXXX XXX XX 00000 SFD 7.000 6.500 $3,013.82 360
9335826 XXXXXXXX XX 00000 SFD 7.000 6.500 $4,074.98 360
9335919 XXXXXXX XX 00000 SFD 7.125 6.500 $2,445.60 360
9336231 XXXXXXX XX 00000 SFD 7.000 6.500 $3,000.52 360
9336405 XXXXXXX XX 00000 SFD 6.750 6.483 $3,697.01 360
9336417 XXXXXXXXX XX 00000 SFD 7.250 6.500 $2,796.93 360
9336444 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,568.60 360
9336470 XXXXXX XX 00000 SFD 6.750 6.483 $2,390.09 360
9336568 XXXXXXXXX XX 00000 SFD 6.875 6.500 $2,430.64 360
9336632 XXXXXXXXXXXX XX 00000 SFD 7.125 6.500 $4,806.98 360
9336715 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,297.28 360
9336878 XXXXXXXX XX 00000 SFD 7.875 6.500 $4,350.42 360
9337669 XXX XXXXX XX 00000 SFD 6.875 6.500 $4,270.04 360
9337867 XXXXXXXX XX 00000 SFD 7.000 6.500 $3,665.82 360
9337887 XXXXX XXXX XX 00000 SFD 6.750 6.483 $2,432.25 360
9337917 XXXX XXXXXX XX 00000 SFD 7.250 6.500 $3,812.00 360
9337922 XXXXXXXXX XX 00000 SFD 7.500 6.500 $2,810.85 360
9337979 XXXXXXXX XX 00000 SFD 7.125 6.500 $6,673.19 360
9338014 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,652.77 360
9338040 XXXXXXXXXX XX 00000 SFD 6.750 6.483 $2,354.42 360
9338082 XXX XXXXXX XX 00000 SFD 7.000 6.500 $3,087.01 360
9338124 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,870.78 360
9338136 XXXXXXX XX 00000 SFD 7.125 6.500 $4,244.43 360
9338168 XXXXXXX XXX XX 00000 SFD 7.000 6.500 $2,215.46 360
9338227 XXXXXX XX 00000 SFD 6.750 6.483 $4,215.89 360
9338375 XXX XXXXXXXXX XX 00000 SFD 7.250 6.500 $3,376.78 360
9338408 XXXXXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
9338412 XXXXXXXX XX 00000 SFD 7.000 6.500 $4,903.28 360
9338455 XXXXXXXX XX 00000 SFD 7.125 6.500 $3,031.74 360
9338524 XXXXXXXXXX XX 00000 SFD 7.125 6.500 $2,713.74 360
9338525 XXXX XXXX XX 00000 SFD 7.000 6.500 $2,328.56 360
9338608 XXX XXXXXXXXX XX 00000 SFD 7.000 6.500 $3,965.21 360
9338639 XXXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,693.41 360
9338892 XXXXXXXX XXXXX XX 00000 SFD 7.000 6.500 $2,959.93 360
9338907 XXXXX XXXXXX XX 00000 SFD 6.625 6.358 $1,984.97 360
9339176 XXXXXXX XXXXXXX XX 00000 SFD 7.125 6.500 $2,155.90 360
9339370 XXXX XXXXX XX 00000 SFD 7.125 6.500 $3,368.60 360
9339374 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,581.73 360
9339421 XXXXX XX 00000 SFD 6.750 6.483 $4,702.34 360
9339471 XXXXXX XX 00000 SFD 7.000 6.500 $2,914.03 360
9339478 XXX XXXXXXXXX XX 00000 LCO 7.000 6.500 $3,253.33 360
9339506 XXXXXX XX 00000 SFD 6.875 6.500 $2,906.91 360
9339579 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $2,493.69 300
9339688 XXX XXXXXXXXX XX 00000 MF2 6.875 6.500 $2,768.96 360
9339715 XXXXXX XX 00000 SFD 7.250 6.500 $5,484.70 360
9339770 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,594.68 360
9339865 XXXXX XXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
9339874 XXXXXX XX 00000 SFD 7.000 6.500 $4,058.35 360
9339947 XXX XXXXXXX XX 00000 SFD 6.625 6.358 $2,593.26 360
9339977 XXX XXXX XX 00000 SFD 7.125 6.500 $2,492.76 360
9339986 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $3,153.26 360
9339988 XXXX XXXXXX XX 00000 SFD 7.125 6.500 $4,109.69 360
9339993 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,265.88 360
9340049 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,604.73 360
9340052 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,075.90 360
9340257 XXXXXXXX XXXX XX 00000 SFD 7.000 6.500 $2,378.46 360
9340269 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $3,607.01 360
9340295 XXXXXXXX XX 00000 SFD 7.000 6.500 $2,352.51 360
9340399 XXXXXX XX 00000 SFD 6.625 6.358 $2,974.25 360
9340489 XXXXXXXX XX 00000 SFD 7.125 6.500 $2,290.65 360
9340508 XXXXXXX XX 00000 SFD 7.000 6.500 $3,096.99 360
9340534 XXXX XX 00000 SFD 6.875 6.500 $4,210.92 360
9340662 XXXXXXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,512.76 360
9341087 XXX XXXXXXXXX XX 00000 LCO 7.000 6.500 $3,326.52 360
9341155 XXXXXX XX 00000 SFD 7.000 6.500 $3,758.96 360
9341246 XXXXXXX XX 00000 SFD 6.875 6.500 $2,515.38 360
9341316 XXXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
9341561 XXXX XX 00000 SFD 6.875 6.500 $3,337.20 360
9341581 XXXXXXXX XX 00000 SFD 6.875 6.500 $2,285.46 360
9342231 XXX XXXXX XX 00000 SFD 7.125 6.500 $2,192.96 360
9342262 XXX XXXXX XX 00000 SFD 7.000 6.500 $2,315.25 360
9342325 XXX XXXXXXX XX 00000 SFD 7.250 6.500 $2,305.76 360
9342348 XXX XXXX XX 00000 SFD 6.750 6.483 $2,918.70 360
9342585 XXXXXX XX 00000 SFD 7.125 6.500 $3,415.76 360
9343108 XXX XXXXXXX XX 00000 SFD 7.500 6.500 $2,307.41 360
9343189 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $6,653.03 360
9343277 XXXXX XXXXX XX 00000 SFD 7.250 6.500 $3,410.89 360
9343290 XXXX XXXX XX 00000 SFD 6.875 6.500 $2,286.12 360
9343386 XXXX XX 00000 SFD 7.000 6.500 $2,754.36 360
9343678 XXXXXX XX 00000 SFD 7.000 6.500 $4,324.47 360
9346496 XXXXXXX XXXXX XX 00000 SFD 7.125 6.500 $3,705.46 360
9347585 XXXXX XX 00000 SFD 6.875 6.500 $2,036.48 360
9347764 XXXXXXXXXX XX 00000 SFD 7.000 6.500 $2,727.74 360
9348015 XXXXXXXX, XX XX 00000 SFD 7.000 6.500 $2,355.17 360
9348417 XXXXXXXXX XXXXXX XX 00000 SFD 6.750 6.483 $2,529.54 360
9348461 XXXXXXX XX 00000 LCO 7.375 6.500 $2,106.56 360
9349371 XXX XXXX XX 00000 SFD 6.875 6.500 $2,708.52 360
9349545 XXXXXXX XX 00000 SFD 6.750 6.483 $2,314.85 360
9349954 XXX XXXXXXX XX 00000 SFD 6.875 6.500 $2,093.64 360
9350802 XXXXXXXXX XX 00000 SFD 6.750 6.483 $2,750.06 000
0000000 XX XXXX XXXX XX 00000 SFD 7.125 6.500 $2,398.44 360
9352048 XXXXXXX XX 00000 SFD 7.000 6.500 $3,592.64 360
9352386 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,069.03 360
9352419 XXX XXXXX XX 00000 SFD 6.875 6.500 $2,667.14 360
9353152 XXX XXXXX XX 00000 SFD 6.875 6.500 $4,835.00 360
9353899 XXX XXXXXXXX XX 00000 SFD 7.000 6.500 $3,619.25 360
9354105 XXXXXX XX 00000 SFD 6.875 6.500 $2,167.87 360
9355427 XXXXX XXXX XX 00000 SFD 6.875 6.500 $3,350.34 360
9357426 XXXXXX XX 00000 SFD 6.625 6.358 $2,849.38 360
9358117 XXXXXX XX 00000 SFD 6.875 6.500 $2,627.72 360
9358433 XXXXXXX XX 00000 SFD 7.125 6.500 $2,964.37 360
9358864 XXXXXXX XXX XX 00000 SFD 7.000 6.500 $5,322.42 360
9359483 XXXX XXXX XX 00000 SFD 6.875 6.500 $2,299.25 360
9359863 XXXXXX XX 00000 SFD 7.250 6.500 $2,459.25 360
9359905 XXX XXXX XX 00000 SFD 7.000 6.500 $2,521.50 360
9360142 XXXXXXX XX 00000 SFD 6.875 6.500 $3,823.00 360
9360147 XXXXXXX XX 00000 SFD 6.750 6.483 $2,196.16 360
9360329 XXXXXXXXX XX 00000 SFD 6.875 6.500 $1,997.07 360
9360759 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,279.55 360
9360806 XXXXXXXXXX XX 00000 SFD 6.875 6.500 $2,654.00 360
9360886 XXXXX XX 00000 SFD 6.625 6.358 $2,881.40 360
9361004 XXXXXXX XX 00000 SFD 6.750 6.483 $3,178.13 360
9361046 XXXXXXXX XX 00000 SFD 7.250 6.500 $3,854.30 360
9361812 XXX XXXXXX XX 00000 SFD 6.875 6.500 $2,397.79 360
9361863 XXXXXX XXXXX XX 00000 SFD 6.875 6.500 $2,463.49 360
9362041 XXXXXX XXXXXX XX 00000 SFD 7.250 6.500 $3,945.71 360
9362962 XXXX XXXXX XX 00000 SFD 6.750 6.483 $2,189.02 360
9363204 XXXXXXXXX XX 00000 SFD 7.125 6.500 $3,146.27 360
9364499 XXXXXX XXXXX XX 00000 SFD 7.500 6.500 $2,447.25 360
9440802 XXXXXXX XX 00000 SFD 7.250 6.500 $3,240.34 360
9869174 XXXXXX XXX XX 00000 SFD 7.250 6.500 $2,500.86 360
9869685 XXXXXXX XXXXX XX 00000 SFD 6.750 6.483 $3,200.84 360
9873578 XXXXXXX XX 00000 SFD 6.875 6.500 $6,569.29 360
9874527 XXXXXXXX XXXX XX 00000 SFD 7.500 6.500 $2,729.38 360
9876987 XXXXXXXX XX 00000 SFD 6.750 6.483 $2,425.76 000
XXXXX
XXXXX 0000-00 EXHIBIT F-1
30 YEAR FIXED RATE NON-RELOCATION LOANS
(CONTINUED)
(i) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv)
----- ---------- -------------- ------ --------- ---------- -------- ----------- -------
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAIN
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD
-------- ----------- -------------- ------ --------- ---------- -------- ----------- -------
0077363 1-Nov-31 $331,747.38 80.00 0.250 0.017 0.608
1002828 1-Oct-31 $722,780.03 80.00 0.250 0.017 0.108
2007032 1-Oct-31 $405,380.24 73.42 0.250 0.017 0.608
2010998 1-Nov-31 $384,692.12 72.64 0.250 0.017 0.358
2014142 1-Oct-31 $359,408.10 69.23 0.250 0.017 0.233
2025706 1-Oct-31 $585,660.62 77.24 0.250 0.017 0.233
2026434 1-Oct-31 $387,845.35 70.00 0.250 0.017 0.108
2040987 1-Oct-31 $479,230.02 80.00 0.250 0.017 0.358
2071802 1-Oct-31 $568,652.68 40.71 0.250 0.017 0.233
2187643 1-Nov-31 $449,621.95 76.92 0.250 0.017 0.108
2822700 1-Oct-31 $435,764.48 61.91 0.250 0.017 0.108
2950995 1-Oct-31 $534,795.08 42.88 0.250 0.017 0.108
2962349 1-Oct-31 $463,218.13 80.00 0.250 0.017 0.108
2970287 1-Oct-31 $499,177.93 58.82 0.250 0.017 0.233
3615821 1-Oct-31 $314,507.05 72.92 0.250 0.017 0.483
3841623 1-Oct-31 $762,777.52 63.67 0.250 0.017 0.108
3844893 1-Nov-31 $445,634.42 63.71 0.250 0.017 0.233
3848830 1-Oct-31 $623,972.39 41.67 0.250 0.017 0.233
3849129 1-Oct-31 $336,542.75 79.41 0.250 0.017 0.233
3849862 1-Oct-31 $457,265.32 56.20 0.250 0.017 0.358
3850063 1-Oct-31 $356,376.20 60.00 0.250 0.017 0.108
3850156 1-Oct-31 $305,406.81 90.00 12 0.250 0.017 0.483
3850241 1-Oct-31 $581,066.41 65.99 0.250 0.017 0.358
3853896 1-Oct-31 $434,267.00 55.41 0.250 0.017 0.108
3889491 1-Nov-31 $343,724.91 80.00 0.250 0.017 0.358
3890109 1-Oct-31 $399,286.19 80.00 0.250 0.017 0.483
3890666 1-Oct-31 $509,181.91 79.69 0.250 0.017 0.358
3892002 1-Oct-31 $592,025.00 45.62 0.250 0.017 0.233
3892138 1-Oct-31 $454,270.12 79.82 0.250 0.017 0.358
4073060 1-Oct-21 $354,650.18 72.65 0.250 0.017 0.483
4097556 1-Oct-31 $428,294.65 80.00 0.250 0.017 0.233
4098869 1-Nov-31 $389,655.90 69.64 0.250 0.017 0.000
4109914 1-Oct-31 $324,465.65 41.94 0.250 0.017 0.233
4138285 1-Oct-31 $499,177.93 63.29 0.250 0.017 0.233
4147070 1-Oct-31 $334,449.21 52.76 0.250 0.017 0.233
4169728 1-Oct-31 $312,958.64 75.00 0.250 0.017 0.000
4175287 1-Oct-31 $648,904.71 36.62 0.250 0.017 0.108
4183687 1-Oct-31 $506,665.59 70.00 0.250 0.017 0.233
4219771 1-Sep-31 $351,171.24 54.15 0.250 0.017 0.483
4225064 1-Oct-31 $539,154.94 57.45 0.250 0.017 0.483
4231025 1-Nov-31 $499,609.94 68.03 0.250 0.017 0.483
4232022 1-Dec-31 $410,000.00 80.00 0.250 0.017 0.108
4234626 1-Oct-31 $395,330.37 46.04 0.250 0.017 0.483
4235839 1-Oct-31 $444,143.08 76.73 0.250 0.017 0.608
4235843 1-Oct-31 $386,858.55 79.89 0.250 0.017 0.608
4235868 1-Oct-31 $343,737.43 79.69 0.250 0.017 0.733
4235906 1-Oct-31 $315,952.48 68.79 0.250 0.017 0.608
4239277 1-Nov-31 $649,440.36 33.77 0.250 0.017 0.000
4244916 1-Oct-31 $464,704.65 32.28 0.250 0.017 0.358
4248309 1-Aug-31 $321,484.51 75.00 0.250 0.017 0.483
4251254 1-Aug-31 $143,546.55 80.00 0.250 0.017 0.483
4254644 1-Dec-31 $556,000.00 80.00 0.250 0.017 0.000
4256903 1-Nov-31 $374,677.13 69.44 0.250 0.017 0.000
4260825 1-Dec-31 $616,000.00 80.00 0.250 0.017 0.000
4261121 1-Jul-31 $368,574.89 51.03 0.250 0.017 0.608
4262443 1-Jul-31 $376,544.04 60.00 0.250 0.017 0.608
4262585 1-Oct-31 $429,343.61 78.18 0.250 0.017 0.608
4262914 1-Nov-31 $375,720.95 80.00 0.250 0.017 0.733
4266131 1-Dec-31 $655,000.00 56.96 0.250 0.017 0.108
4266664 1-Nov-31 $383,685.23 74.56 0.250 0.017 0.233
4267250 1-Sep-31 $623,564.49 64.10 0.250 0.017 0.608
4267532 1-Aug-31 $519,361.23 71.86 0.250 0.017 0.733
4271871 1-Nov-31 $354,723.06 56.71 0.250 0.017 0.483
4272384 1-Dec-31 $387,800.00 70.00 0.250 0.017 0.000
4272526 1-Dec-31 $314,160.00 88.00 01 0.250 0.017 0.358
4272952 1-Nov-31 $383,685.23 80.00 0.250 0.017 0.233
4273387 1-Oct-31 $727,859.18 55.95 0.250 0.017 0.483
4274717 1-Nov-31 $584,532.18 46.80 0.250 0.017 0.358
4275737 1-Oct-31 $497,988.64 75.00 0.250 0.017 0.608
4276079 1-Nov-31 $849,336.92 24.29 0.250 0.017 0.483
4276882 1-Oct-31 $374,352.46 78.86 0.250 0.017 0.000
4278476 1-Sep-31 $498,408.53 90.00 13 0.250 0.017 0.858
4278631 1-Oct-31 $589,979.45 69.94 0.250 0.017 0.000
4282390 1-Aug-31 $383,846.32 70.00 0.250 0.017 0.733
4283889 1-Oct-31 $339,493.76 80.00 0.250 0.017 0.733
4284367 1-Sep-31 $378,428.79 80.00 0.250 0.017 0.608
4284750 1-Nov-31 $329,736.10 66.32 0.250 0.017 0.358
4286730 1-Nov-31 $499,579.93 77.52 0.250 0.017 0.108
4288548 1-Nov-31 $341,726.51 57.58 0.250 0.017 0.358
4289693 1-Oct-31 $447,281.35 73.20 0.250 0.017 0.358
4290547 1-Nov-31 $374,707.46 79.96 0.250 0.017 0.483
4290796 1-Nov-31 $859,345.61 67.45 0.250 0.017 0.608
4291218 1-Oct-31 $313,920.07 78.92 0.250 0.017 0.608
4291371 1-Nov-31 $329,729.50 61.68 0.250 0.017 0.233
4292248 1-Sep-31 $499,781.66 80.00 0.250 0.017 0.983
4292575 1-Nov-31 $473,591.89 74.06 0.250 0.017 0.000
4292685 1-Nov-31 $374,707.47 68.18 0.250 0.017 0.483
4292854 1-Nov-31 $470,813.76 78.53 0.250 0.017 0.233
4293199 1-Sep-31 $418,986.40 66.36 0.250 0.017 0.358
4294144 1-Oct-31 $572,057.88 75.39 0.250 0.017 0.233
4295055 1-Sep-31 $327,246.63 80.00 0.250 0.017 0.608
4295443 1-Nov-31 $372,705.83 80.00 0.250 0.017 0.000
4297302 1-Dec-21 $366,000.00 73.20 0.250 0.017 0.358
4298480 1-Nov-31 $327,737.70 80.00 0.250 0.017 0.358
4299258 1-Oct-31 $432,339.03 71.13 0.250 0.017 0.608
4299942 1-Nov-31 $799,406.28 54.79 0.250 0.017 0.733
4300152 1-Oct-31 $331,467.42 79.96 0.250 0.017 0.358
4300784 1-Sep-31 $704,337.76 70.60 0.250 0.017 0.483
4301256 1-Oct-31 $391,401.60 72.59 0.250 0.017 0.608
4301734 1-Oct-31 $449,241.73 67.87 0.250 0.017 0.108
4301932 1-Nov-31 $649,440.36 38.24 0.250 0.017 0.000
4302737 1-Oct-31 $748,766.87 37.50 0.250 0.017 0.233
4303188 1-Nov-31 $358,031.47 80.00 0.250 0.017 0.000
4303243 1-Oct-31 $351,421.27 80.00 0.250 0.017 0.233
4303524 1-Dec-31 $400,000.00 77.22 0.250 0.017 0.108
4303743 1-Oct-31 $484,821.03 80.00 0.250 0.017 0.358
4303832 1-Oct-31 $424,334.92 62.04 0.250 0.017 0.483
4303914 1-Oct-31 $499,217.54 79.56 0.250 0.017 0.483
4304305 1-Nov-31 $347,735.20 80.00 0.250 0.017 0.608
4304397 1-Nov-31 $317,751.93 75.71 0.250 0.017 0.483
4305202 1-Nov-31 $959,232.30 59.08 0.250 0.017 0.358
4305604 1-Nov-31 $449,640.14 63.58 0.250 0.017 0.358
4305963 1-Dec-31 $715,000.00 65.00 0.250 0.017 0.108
4307001 1-Nov-31 $349,698.65 54.86 0.250 0.017 0.000
4307565 1-Dec-31 $448,000.00 80.00 0.250 0.017 0.608
4308587 1-Sep-31 $307,891.22 79.67 0.250 0.017 0.608
4309034 1-Nov-31 $311,231.80 77.10 0.250 0.017 0.000
4309179 1-Nov-31 $499,590.15 65.79 0.250 0.017 0.233
4310044 1-Nov-31 $565,124.83 66.54 0.250 0.017 0.108
4310387 1-Nov-31 $406,150.00 76.27 0.250 0.017 0.000
4310936 1-Nov-31 $326,132.45 85.00 12 0.250 0.017 0.233
4310942 1-Oct-31 $628,766.62 67.02 GD 3YR 0.250 0.017 0.233
4311154 1-Nov-31 $344,896.99 78.45 0.250 0.017 0.108
4311425 1-Nov-31 $350,697.80 48.08 0.250 0.017 0.000
4311754 1-Nov-31 $311,946.09 48.78 0.250 0.017 0.233
4311783 1-Nov-31 $674,432.92 62.79 0.250 0.017 0.108
4312014 1-Oct-31 $335,461.02 80.00 0.250 0.017 0.358
4312119 1-Nov-31 $333,165.35 84.41 13 0.250 0.017 0.358
4312287 1-Nov-31 $499,609.94 68.97 0.250 0.017 0.483
4312935 1-Dec-31 $406,500.00 46.19 0.250 0.017 0.000
4313083 1-Oct-26 $496,766.89 55.33 0.250 0.017 0.233
4313213 1-Nov-31 $599,520.19 70.59 0.250 0.017 0.358
4313512 1-Nov-31 $313,742.62 51.99 0.250 0.017 0.233
4313599 1-Nov-31 $499,609.94 63.69 0.250 0.017 0.483
4314215 1-Nov-31 $336,156.52 72.97 0.250 0.017 0.858
4314748 1-Oct-31 $374,348.54 80.00 0.250 0.017 0.358
4315004 1-Nov-31 $374,707.46 74.26 0.250 0.017 0.483
4315486 1-Nov-31 $359,704.91 52.55 0.250 0.017 0.233
4315659 1-Oct-31 $309,464.70 80.00 0.250 0.017 0.000
4315730 1-Jun-31 $302,590.59 80.00 0.250 0.017 0.608
4315746 1-Oct-31 $417,361.89 67.42 0.250 0.017 0.608
4316234 1-Dec-31 $750,000.00 62.50 0.250 0.017 0.233
4316565 1-Oct-31 $499,136.60 59.17 0.250 0.017 0.000
4316913 1-Oct-31 $861,116.46 75.00 0.250 0.017 0.358
4316936 1-Nov-31 $333,732.91 61.85 0.250 0.017 0.358
4316937 1-Nov-31 $711,855.89 68.12 0.250 0.017 0.000
4317353 1-Nov-31 $316,740.16 49.53 0.250 0.017 0.233
4317367 1-Nov-31 $559,493.74 65.88 0.250 0.017 0.000
4317571 1-Nov-31 $318,931.83 80.00 0.250 0.017 0.108
4317690 1-Nov-31 $416,117.68 80.00 0.250 0.017 0.233
4318481 1-Nov-31 $343,751.01 80.00 0.250 0.017 0.858
4318482 1-Nov-31 $317,732.84 71.30 0.250 0.017 0.108
4318546 1-Nov-31 $349,613.18 69.98 0.250 0.017 0.233
4318657 1-Dec-21 $455,000.00 56.88 0.250 0.017 0.108
4318761 1-Nov-31 $464,618.84 66.91 0.250 0.017 0.233
4318888 1-Nov-31 $510,570.69 60.12 0.250 0.017 0.108
4318889 1-Nov-31 $549,560.17 61.11 0.250 0.017 0.358
4319020 1-Nov-31 $389,655.90 62.90 0.250 0.017 0.000
4319061 1-Nov-31 $449,648.96 75.00 0.250 0.017 0.483
4319158 1-Oct-31 $352,111.66 79.99 0.250 0.017 0.608
4319263 1-Nov-31 $669,435.12 67.00 0.250 0.017 0.108
4319702 1-Nov-31 $379,664.73 44.71 0.250 0.017 0.000
4319957 1-Nov-31 $748,386.05 53.50 0.250 0.017 0.233
4319972 1-Nov-31 $424,668.46 68.00 0.250 0.017 0.483
4320124 1-Dec-31 $319,000.00 79.75 0.250 0.017 0.000
4320129 1-Aug-31 $328,014.12 89.98 01 0.250 0.017 0.733
4320177 1-Nov-31 $309,752.10 73.81 0.250 0.017 0.358
4320269 1-Nov-31 $514,346.36 62.78 0.250 0.017 0.358
4320521 1-Nov-31 $749,414.93 57.69 0.250 0.017 0.483
4320773 1-Nov-31 $323,428.05 68.15 0.250 0.017 0.108
4320962 1-Nov-31 $814,797.87 70.00 0.250 0.017 0.000
4321200 1-Dec-31 $341,700.00 65.09 0.250 0.017 0.233
4321468 1-Oct-31 $429,327.09 43.43 0.250 0.017 0.483
4321611 1-Nov-31 $414,668.12 67.81 0.250 0.017 0.358
4321660 1-Nov-31 $321,249.20 80.00 0.250 0.017 0.483
4321778 1-Nov-31 $197,110.78 75.00 0.250 0.017 0.983
4321855 1-Oct-31 $274,547.84 68.97 0.250 0.017 0.233
4321950 1-Nov-31 $446,633.59 46.08 0.250 0.017 0.233
4322171 1-Nov-31 $352,703.44 50.43 0.250 0.017 0.108
4322207 1-Nov-31 $356,121.97 69.88 0.250 0.017 0.483
4322262 1-Nov-31 $429,647.52 53.42 0.250 0.017 0.233
4322452 1-Aug-31 $368,615.43 77.08 0.250 0.017 0.608
4322500 1-Nov-31 $414,651.34 49.40 0.250 0.017 0.108
4322535 1-Dec-31 $322,000.00 78.92 0.250 0.017 0.233
4322579 1-Oct-31 $323,217.70 79.94 0.250 0.017 0.233
4322916 1-Nov-31 $409,655.55 68.91 0.250 0.017 0.108
4322922 1-Nov-31 $664,441.32 70.00 0.250 0.017 0.108
4323330 1-Dec-31 $311,800.00 40.76 0.250 0.017 0.233
4323364 1-Nov-31 $612,497.52 65.21 GD 2YR 0.250 0.017 0.233
4324245 1-Nov-31 $327,717.59 63.08 0.250 0.017 0.000
4324659 1-Oct-31 $328,259.41 79.99 0.250 0.017 0.233
4324681 1-Oct-31 $572,125.31 57.30 0.250 0.017 0.608
4325540 1-Oct-31 $998,511.06 68.97 0.250 0.017 0.733
4325543 1-Oct-31 $356,735.50 79.80 0.250 0.017 0.233
4325584 1-Nov-31 $359,697.55 66.67 0.250 0.017 0.108
4325594 1-Nov-31 $999,219.90 57.14 0.250 0.017 0.483
4325605 1-Nov-31 $487,007.50 70.00 0.250 0.017 0.108
4325657 1-Nov-31 $594,547.25 70.00 0.250 0.017 0.608
4325814 1-Oct-31 $379,375.22 69.09 0.250 0.017 0.233
4325844 1-Nov-31 $394,254.46 79.99 0.250 0.017 0.358
4326132 1-Oct-31 $426,148.50 84.93 11 0.250 0.017 0.608
4326164 1-Dec-31 $408,000.00 80.00 0.250 0.017 0.000
4326291 1-Nov-31 $856,847.51 70.00 0.250 0.017 0.608
4326323 1-Nov-31 $381,694.52 69.45 0.250 0.017 0.358
4326367 1-Nov-31 $343,703.82 80.00 0.250 0.017 0.000
4326465 1-Oct-31 $327,061.37 80.00 0.250 0.017 0.233
4326916 1-Nov-31 $474,600.93 57.58 0.250 0.017 0.108
4326958 1-Nov-31 $484,092.96 73.41 0.250 0.017 0.108
4327059 1-Nov-31 $387,995.22 71.34 0.250 0.017 0.000
4327107 1-Nov-31 $327,737.70 80.00 0.250 0.017 0.358
4327124 1-Nov-31 $642,446.39 67.68 0.250 0.017 0.000
4327210 1-Nov-31 $404,668.02 75.00 0.250 0.017 0.233
4327442 1-Nov-31 $323,118.31 77.93 0.250 0.017 0.108
4327515 1-Nov-31 $311,756.61 71.56 0.250 0.017 0.483
4327527 1-Sep-31 $332,989.40 80.00 0.250 0.017 1.733
4327654 1-Oct-31 $359,422.51 55.13 0.250 0.017 0.358
4327666 1-Dec-31 $750,000.00 40.54 0.250 0.017 0.233
4327989 1-Oct-31 $425,149.84 64.52 0.250 0.017 0.233
4327992 1-Oct-21 $348,652.32 72.92 0.250 0.017 0.233
4328041 1-Oct-31 $571,104.88 80.00 0.250 0.017 0.483
4328180 1-Nov-31 $399,672.12 58.82 0.250 0.017 0.233
4328270 1-Nov-31 $322,785.21 79.99 0.250 0.017 0.233
4328275 1-Nov-31 $515,555.73 57.98 0.250 0.017 0.000
4328299 1-Jul-31 $325,639.30 80.00 0.250 0.017 0.483
4328343 1-Nov-31 $359,726.07 90.00 13 0.250 0.017 0.608
4328402 1-Jul-31 $413,067.06 75.45 0.250 0.017 0.608
4328482 1-Aug-31 $301,529.52 95.00 06 0.250 0.017 0.483
4328541 1-Dec-31 $432,000.00 80.00 0.250 0.017 0.233
4328618 1-Sep-31 $355,161.81 80.00 0.250 0.017 0.483
4328641 1-Nov-31 $344,688.11 76.67 0.250 0.017 0.000
4328649 1-Nov-31 $431,137.49 50.76 0.250 0.017 0.108
4328656 1-Nov-31 $398,711.91 51.16 0.250 0.017 0.233
4328711 1-Nov-31 $400,919.89 77.16 0.250 0.017 0.108
4328782 1-Sep-31 $315,292.03 80.00 0.250 0.017 0.733
4329092 1-Nov-31 $446,824.29 44.72 0.250 0.017 0.108
4329305 1-Nov-31 $312,730.51 75.79 0.250 0.017 0.000
4329359 1-Nov-31 $326,931.80 68.88 0.250 0.017 0.233
4329749 1-Oct-31 $474,687.34 80.00 0.250 0.017 0.358
4329763 1-Nov-31 $404,659.74 60.90 0.250 0.017 0.108
4329881 1-Nov-31 $594,432.34 72.12 0.250 0.017 0.483
4329963 1-Nov-31 $349,713.11 47.95 0.250 0.017 0.233
4330187 1-Nov-31 $176,851.30 75.00 0.250 0.017 0.108
4330378 1-Nov-31 $385,675.71 62.46 0.250 0.017 0.108
4330475 1-Aug-31 $428,811.16 46.50 0.250 0.017 0.733
4330514 1-Nov-31 $499,569.50 37.31 0.250 0.017 0.000
4330652 1-Nov-31 $479,893.58 85.00 33 0.250 0.017 0.733
4330672 1-Oct-31 $307,585.30 80.00 0.250 0.017 0.358
4330800 1-Nov-31 $649,539.34 68.06 0.250 0.017 0.983
4330864 1-Nov-31 $649,440.36 65.33 0.250 0.017 0.000
4330937 1-Dec-31 $460,000.00 61.33 0.250 0.017 0.233
4330997 1-Nov-31 $560,079.07 79.99 0.250 0.017 0.108
4331011 1-Aug-31 $370,885.28 80.00 0.250 0.017 0.733
4331417 1-Nov-31 $539,568.16 72.00 0.250 0.017 0.358
4331614 1-Nov-31 $449,602.97 48.39 0.250 0.017 0.000
4331819 1-Nov-31 $579,524.57 77.33 0.250 0.017 0.233
4331845 1-Sep-31 $648,469.59 68.85 0.250 0.017 0.483
4332032 1-Nov-31 $454,027.53 67.82 0.250 0.017 0.233
4332077 1-Nov-31 $508,550.91 68.98 0.250 0.017 0.000
4332152 1-Nov-31 $611,522.58 80.00 0.250 0.017 0.483
4332203 1-Nov-31 $399,663.95 62.02 0.250 0.017 0.108
4332263 1-Oct-31 $553,887.82 80.00 0.250 0.017 0.233
4332270 1-Nov-31 $425,559.42 80.00 0.250 0.017 0.358
4332388 1-Nov-31 $649,505.40 68.42 0.250 0.017 0.608
4332461 1-Oct-31 $448,901.90 51.14 0.250 0.017 0.233
4332534 1-Nov-31 $424,684.58 69.67 0.250 0.017 0.733
4332543 1-Nov-31 $374,721.69 69.44 0.250 0.017 0.733
4332583 1-Nov-31 $382,708.56 66.61 0.250 0.017 0.608
4332727 1-Nov-31 $399,687.96 80.00 0.250 0.017 0.483
4332746 1-Dec-31 $425,200.00 80.00 0.250 0.017 0.108
4332889 1-Nov-31 $567,588.53 68.91 0.250 0.017 0.858
4332931 1-Oct-31 $648,982.81 75.14 0.250 0.017 0.483
4333063 1-Nov-31 $519,573.77 80.00 0.250 0.017 0.233
4333146 1-Nov-31 $415,806.38 75.12 0.250 0.017 0.108
4333528 1-Nov-31 $417,640.10 64.31 0.250 0.017 0.000
4333737 1-Aug-31 $398,644.21 74.77 0.250 0.017 0.108
4333880 1-Nov-31 $334,831.86 70.00 0.250 0.017 0.358
4333947 1-Aug-31 $448,223.30 75.63 0.250 0.017 0.608
4334008 1-Nov-31 $518,574.58 78.05 0.250 0.017 0.233
4334135 1-Oct-31 $349,478.88 77.78 0.250 0.017 0.733
4334172 1-Aug-31 $797,831.29 69.57 0.250 0.017 1.233
4334174 1-Dec-31 $303,000.00 78.70 0.250 0.017 0.108
4334396 1-Nov-31 $324,745.71 67.71 0.250 0.017 0.483
4334457 1-Nov-31 $470,604.30 78.50 0.250 0.017 0.108
4334834 1-Oct-31 $303,482.17 56.00 0.250 0.017 0.358
4334943 1-Oct-31 $366,396.59 77.26 0.250 0.017 0.233
4334944 1-Nov-31 $418,173.53 90.00 33 0.250 0.017 0.483
4335013 1-Oct-31 $314,644.47 80.00 0.250 0.017 0.358
4335157 1-Oct-31 $325,437.06 69.36 0.250 0.017 0.000
4335214 1-Aug-31 $331,176.76 90.00 11 0.250 0.017 1.108
4335292 1-Oct-31 $329,443.93 75.00 0.250 0.017 0.108
4335379 1-Nov-31 $889,705.40 70.00 0.250 0.017 0.483
4335388 1-Nov-31 $321,779.96 47.01 0.250 0.017 0.608
4335863 1-Nov-31 $509,571.54 49.76 0.250 0.017 0.108
4335950 1-Jun-31 $322,605.58 90.00 11 0.250 0.017 0.983
4336018 1-Nov-31 $503,765.41 66.34 0.250 0.017 0.108
4336049 1-Nov-31 $438,531.26 54.25 0.250 0.017 0.108
4336123 1-Nov-31 $435,351.57 67.55 0.250 0.017 0.358
4336150 1-Nov-31 $419,647.14 64.62 0.250 0.017 0.108
4336436 1-Dec-31 $420,000.00 46.93 0.250 0.017 0.233
4336573 1-Nov-31 $449,621.95 60.00 0.250 0.017 0.108
4336711 1-Nov-31 $549,560.17 59.46 0.250 0.017 0.358
4336728 1-Sep-31 $388,605.40 62.82 0.250 0.017 0.608
4336867 1-Nov-31 $345,223.71 58.46 0.250 0.017 0.358
4337031 1-Nov-31 $328,730.32 58.23 0.250 0.017 0.233
4337211 1-Nov-31 $307,741.24 80.00 0.250 0.017 0.108
4337266 1-Nov-31 $467,625.74 52.00 0.250 0.017 0.358
4337306 1-Nov-31 $349,733.67 64.81 0.250 0.017 0.608
4337436 1-Nov-31 $612,497.52 25.54 0.250 0.017 0.233
4337470 1-Nov-31 $386,674.87 78.98 0.250 0.017 0.108
4337483 1-Aug-31 $423,726.49 73.91 0.250 0.017 0.733
4337643 1-Nov-31 $274,763.23 44.00 0.250 0.017 0.000
4337792 1-Nov-31 $394,691.86 60.77 0.250 0.017 0.483
4337829 1-Nov-31 $314,748.09 56.25 0.250 0.017 0.358
4337852 1-Nov-31 $564,261.55 48.06 0.250 0.017 0.108
4337943 1-Nov-31 $444,117.29 70.00 0.250 0.017 0.000
4337974 1-Nov-31 $456,616.06 67.21 0.250 0.017 0.108
4337982 1-Nov-31 $624,474.92 65.79 0.250 0.017 0.108
4337988 1-Nov-21 $343,325.65 68.24 0.250 0.017 0.108
4338070 1-Nov-31 $448,631.96 79.47 0.250 0.017 0.233
4338222 1-Nov-31 $619,439.50 77.99 0.250 0.017 0.000
4338229 1-Nov-31 $372,686.63 67.82 0.250 0.017 0.108
4338289 1-Nov-31 $574,540.17 44.23 0.250 0.017 0.358
4338496 1-Oct-31 $364,384.96 74.49 0.250 0.017 0.108
4338696 1-Nov-31 $362,460.68 61.18 0.250 0.017 0.608
4338705 1-Dec-31 $480,000.00 37.65 0.250 0.017 0.233
4338790 1-Nov-31 $349,698.65 46.67 0.250 0.017 0.000
4338793 1-Nov-31 $382,870.07 80.00 0.250 0.017 0.000
4338819 1-Nov-31 $359,726.07 90.00 33 0.250 0.017 0.608
4338832 1-Dec-31 $343,000.00 79.77 0.250 0.017 0.483
4338835 1-Nov-31 $384,668.52 64.17 0.250 0.017 0.000
4338875 1-Nov-31 $536,570.57 77.83 0.250 0.017 0.358
4338898 1-Oct-31 $342,176.48 80.00 0.250 0.017 0.233
4338925 1-Oct-31 $523,117.02 63.90 0.250 0.017 0.108
4338963 1-Nov-31 $495,593.42 41.33 0.250 0.017 0.233
4338964 1-Dec-31 $579,500.00 75.26 0.250 0.017 0.000
4339018 1-Nov-31 $664,427.45 62.74 0.250 0.017 0.000
4339020 1-Oct-31 $673,862.59 75.00 0.250 0.017 0.108
4339047 1-Nov-31 $386,258.73 80.00 0.250 0.017 0.000
4339072 1-Oct-31 $459,280.14 80.00 0.250 0.017 0.483
4339159 1-Dec-31 $479,753.00 57.18 0.250 0.017 0.000
4339162 1-Nov-31 $369,704.12 71.15 0.250 0.017 0.358
4339165 1-Nov-31 $619,479.12 80.00 0.250 0.017 0.108
4339173 1-Oct-31 $305,496.88 75.00 0.250 0.017 0.233
4339184 1-Aug-31 $301,260.18 95.00 01 0.250 0.017 1.108
4339374 1-Oct-31 $349,424.54 75.27 0.250 0.017 0.233
4339462 1-Oct-31 $375,381.80 80.00 0.250 0.017 0.233
4339464 1-Oct-31 $487,236.33 80.00 0.250 0.017 0.483
4339591 1-Dec-31 $393,786.00 28.13 0.250 0.017 0.000
4339632 1-Dec-31 $504,000.00 61.84 0.250 0.017 0.108
4339766 1-Nov-31 $555,555.38 70.29 0.250 0.017 0.358
4339810 1-Oct-31 $368,405.01 80.00 0.250 0.017 0.000
4339816 1-Nov-31 $452,719.34 68.65 0.250 0.017 0.108
4339820 1-Oct-31 $462,756.49 55.18 0.250 0.017 0.358
4339897 1-Nov-31 $388,696.54 31.63 0.250 0.017 0.483
4339911 1-Oct-31 $461,240.39 68.75 0.250 0.017 0.233
4340087 1-Oct-31 $364,384.96 63.28 0.250 0.017 0.108
4340198 1-Oct-31 $387,313.46 80.00 0.250 0.017 0.000
4340229 1-Nov-31 $368,604.99 80.00 0.250 0.017 0.358
4340252 1-Nov-31 $374,700.11 43.60 0.250 0.017 0.358
4340273 1-Nov-31 $424,660.13 60.71 0.250 0.017 0.358
4340283 1-Nov-31 $499,569.50 35.97 0.250 0.017 0.000
4340294 1-Nov-31 $341,733.20 88.83 33 0.250 0.017 0.483
4340369 1-Nov-31 $349,713.11 60.87 0.250 0.017 0.233
4340615 1-Dec-31 $544,000.00 54.95 0.250 0.017 0.000
4340669 1-Oct-31 $522,181.57 75.25 0.250 0.017 0.483
4340797 1-Nov-31 $399,663.95 57.14 0.250 0.017 0.108
4340910 1-Nov-31 $559,540.98 74.77 0.250 0.017 0.233
4341044 1-Nov-31 $385,519.83 63.46 0.250 0.017 0.108
4341124 1-Nov-31 $301,546.37 80.00 0.250 0.017 0.108
4341329 1-Nov-31 $463,600.50 53.33 0.250 0.017 0.000
4341357 1-Dec-31 $320,000.00 56.64 0.250 0.017 0.108
4341510 1-Nov-31 $435,633.71 80.00 0.250 0.017 0.108
4341704 1-Nov-31 $429,629.77 64.18 0.250 0.017 0.000
4341725 1-Nov-31 $369,681.43 56.92 0.250 0.017 0.000
4341739 1-Oct-31 $406,147.44 80.00 0.250 0.017 0.358
4341789 1-Oct-31 $611,767.40 62.85 0.250 0.017 0.108
4341812 1-Oct-31 $398,774.99 80.00 0.250 0.017 0.483
4341823 1-Nov-31 $377,690.16 70.00 0.250 0.017 0.233
4341839 1-Dec-31 $360,000.00 67.54 0.250 0.017 0.108
4341847 1-Aug-31 $421,333.67 79.99 0.250 0.017 0.733
4341895 1-Nov-31 $326,705.31 59.45 0.250 0.017 0.000
4341968 1-Nov-31 $385,276.05 60.25 0.250 0.017 0.108
4342123 1-Oct-31 $369,406.48 53.70 0.250 0.017 0.358
4342163 1-Dec-31 $335,000.00 63.81 0.250 0.017 0.983
4342166 1-Nov-31 $374,692.62 70.75 0.250 0.017 0.233
4342287 1-Nov-31 $484,592.54 57.53 0.250 0.017 0.108
4342352 1-Dec-31 $475,000.00 63.33 0.250 0.017 0.108
4342360 1-Nov-31 $327,724.44 53.33 0.250 0.017 0.108
4342386 1-Nov-31 $479,616.15 80.00 0.250 0.017 0.358
4342446 1-Nov-31 $418,664.93 67.58 0.250 0.017 0.358
4342583 1-Nov-31 $557,519.57 65.26 0.250 0.017 0.000
4342604 1-Nov-31 $410,663.10 49.82 0.250 0.017 0.233
4342683 1-Nov-31 $315,734.52 70.22 0.250 0.017 0.108
4342707 1-Nov-31 $549,537.93 53.10 0.250 0.017 0.108
4342709 1-Oct-31 $150,751.73 58.08 0.250 0.017 0.233
4342757 1-Dec-31 $400,000.00 47.90 0.250 0.017 0.233
4342858 1-Nov-31 $509,592.16 54.96 0.250 0.017 0.358
4342864 1-Nov-31 $309,739.56 58.49 0.250 0.017 0.108
4342909 1-Nov-31 $518,584.96 21.18 0.250 0.017 0.358
4342954 1-Nov-31 $849,320.27 48.57 0.250 0.017 0.358
4343097 1-Nov-31 $338,358.43 80.00 0.250 0.017 0.000
4343153 1-Nov-31 $451,638.54 64.57 0.250 0.017 0.358
4343234 1-Nov-31 $998,937.50 50.00 0.250 0.017 0.358
4343279 1-Nov-31 $334,725.41 53.60 0.250 0.017 0.233
4343339 1-Nov-31 $350,697.80 58.21 0.250 0.017 0.000
4343347 1-Nov-31 $399,655.61 61.54 0.250 0.017 0.000
4343685 1-Aug-31 $329,079.29 80.00 0.250 0.017 1.108
4343693 1-Nov-31 $328,630.40 62.65 0.250 0.017 0.233
4343700 1-Jul-31 $366,582.60 80.00 0.250 0.017 0.608
4343776 1-Nov-31 $332,043.87 58.82 0.250 0.017 0.000
4343829 1-Nov-31 $358,106.22 80.00 0.250 0.017 0.233
4344019 1-Nov-31 $484,902.20 63.44 0.250 0.017 0.233
4344045 1-Nov-31 $385,717.62 79.99 0.250 0.017 0.000
4344105 1-Nov-31 $507,583.59 56.44 0.250 0.017 0.233
4344495 1-Nov-31 $649,467.20 67.22 0.250 0.017 0.233
4344507 1-Nov-31 $421,586.89 54.79 0.250 0.017 0.733
4344620 1-Nov-31 $335,168.18 80.00 0.250 0.017 0.108
4344731 1-Nov-31 $379,688.52 63.60 0.250 0.017 0.233
4344829 1-Nov-31 $369,459.34 81.05 24 0.250 0.017 0.108
4344871 1-Oct-31 $743,414.04 70.00 0.250 0.017 0.000
4344968 1-Nov-31 $369,297.00 80.00 0.250 0.017 0.233
4344975 1-Nov-31 $429,638.74 65.15 0.250 0.017 0.108
4345147 1-Oct-31 $385,895.17 76.69 0.250 0.017 0.483
4345173 1-Nov-31 $308,752.89 63.71 0.250 0.017 0.358
4345188 1-Nov-31 $385,698.87 32.85 0.250 0.017 0.483
4345335 1-Nov-31 $395,667.31 51.10 0.250 0.017 0.108
4345339 1-Nov-31 $361,672.74 62.96 0.250 0.017 0.000
4345390 1-Nov-31 $639,462.32 80.00 0.250 0.017 0.108
4345446 1-Nov-31 $350,671.32 57.07 0.250 0.017 0.233
4345525 1-Nov-31 $410,679.38 69.66 0.250 0.017 0.483
4345637 1-Nov-31 $314,748.09 70.00 0.250 0.017 0.358
4345774 1-Oct-31 $319,447.43 36.99 0.250 0.017 0.000
4345801 1-Jul-31 $777,778.82 70.00 0.250 0.017 1.108
4345982 1-Nov-31 $412,701.08 46.93 0.250 0.017 0.858
4346188 1-Nov-31 $464,628.14 75.00 0.250 0.017 0.358
4346196 1-Nov-31 $475,609.83 80.00 0.250 0.017 0.233
4346362 1-Oct-31 $535,004.48 80.00 0.250 0.017 0.000
4346422 1-Oct-31 $334,399.29 79.99 0.250 0.017 0.233
4346427 1-Nov-31 $344,724.11 57.50 0.250 0.017 0.358
4346518 1-Nov-31 $505,824.68 75.00 0.250 0.017 0.108
4346566 1-Aug-31 $306,981.28 80.00 0.250 0.017 0.233
4346696 1-Aug-31 $354,789.05 78.07 0.250 0.017 0.733
4346749 1-Nov-31 $639,448.97 71.91 0.250 0.017 0.000
4346856 1-Nov-31 $389,664.21 69.64 0.250 0.017 0.000
4346923 1-Nov-31 $274,774.58 45.83 0.250 0.017 0.233
4346927 1-Dec-31 $310,000.00 51.67 0.250 0.017 0.000
4347024 1-Dec-31 $344,000.00 80.00 0.250 0.017 0.233
4347261 1-Nov-31 $999,180.31 64.53 0.250 0.017 0.233
4347292 1-Dec-31 $650,000.00 76.47 0.250 0.017 0.733
4347486 1-Jul-31 $380,429.16 62.91 0.250 0.017 0.733
4347575 1-Oct-31 $559,145.16 80.00 0.250 0.017 0.608
4347577 1-Nov-31 $470,004.80 70.00 0.250 0.017 0.108
4347608 1-Dec-31 $507,000.00 69.45 0.250 0.017 0.108
4347657 1-Nov-31 $359,704.91 67.29 0.250 0.017 0.233
4347759 1-Nov-31 $341,733.21 79.91 0.250 0.017 0.483
4347821 1-Oct-31 $379,375.22 80.00 0.250 0.017 0.233
4347868 1-Nov-31 $382,170.67 85.00 11 0.250 0.017 0.000
4347949 1-Nov-31 $491,606.55 39.30 0.250 0.017 0.358
4347988 1-Nov-31 $467,606.82 80.00 0.250 0.017 0.108
4348020 1-Nov-31 $429,638.74 56.36 0.250 0.017 0.108
4348103 1-Nov-31 $316,733.69 67.45 0.250 0.017 0.108
4348356 1-Nov-31 $499,569.50 34.48 0.250 0.017 0.000
4348414 1-Nov-31 $359,697.56 67.92 0.250 0.017 0.108
4348623 1-Nov-31 $319,028.15 68.09 0.250 0.017 0.108
4348747 1-Nov-31 $599,483.41 63.16 0.250 0.017 0.000
4348778 1-Dec-31 $330,000.00 56.12 0.250 0.017 0.108
4348854 1-Nov-31 $401,970.23 59.60 0.250 0.017 0.233
4348927 1-Nov-31 $494,783.96 80.00 0.250 0.017 0.108
4348931 1-Nov-31 $324,395.83 52.42 0.250 0.017 0.233
4348943 1-Nov-31 $367,698.35 60.33 0.250 0.017 0.233
4348961 1-Nov-31 $363,686.60 85.05 24 0.250 0.017 0.000
4349149 1-Oct-31 $449,260.11 68.81 0.250 0.017 0.233
4349181 1-Nov-31 $439,621.17 75.41 0.250 0.017 0.000
4349246 1-Nov-31 $449,621.95 79.65 0.250 0.017 0.108
4349283 1-Nov-31 $499,080.36 62.44 0.250 0.017 0.108
4349404 1-Nov-31 $649,467.20 65.52 0.250 0.017 0.233
4349420 1-Nov-31 $359,697.55 78.26 0.250 0.017 0.108
4349492 1-Oct-31 $339,412.87 61.93 0.250 0.017 0.000
4349516 1-Oct-31 $319,436.76 79.99 0.250 0.017 0.358
4349568 1-Nov-31 $429,638.74 39.81 0.250 0.017 0.108
4349638 1-Dec-21 $338,600.00 81.59 06 0.250 0.017 0.000
4349805 1-Nov-31 $374,700.11 75.00 0.250 0.017 0.358
4349807 1-Nov-31 $384,684.41 68.14 0.250 0.017 0.233
4349871 1-Nov-31 $499,590.15 33.33 0.250 0.017 0.233
4349884 1-Nov-31 $446,124.88 63.79 0.250 0.017 0.108
4349909 1-Nov-31 $683,866.10 48.89 0.250 0.017 0.483
4349945 1-Oct-31 $321,470.59 79.51 0.250 0.017 0.233
4350155 1-Dec-31 $266,000.00 70.00 0.250 0.017 0.358
4350208 1-Nov-31 $392,661.64 68.95 0.250 0.017 0.000
4350244 1-Aug-31 $422,697.51 80.00 0.250 0.017 0.608
4350301 1-Oct-31 $307,455.02 80.00 0.250 0.017 0.000
4350343 1-Nov-31 $480,181.07 86.05 GD 5YR 06 0.250 0.017 0.233
4350467 1-Dec-31 $560,000.00 75.68 0.250 0.017 0.108
4350482 1-Nov-31 $333,223.85 56.53 0.250 0.017 0.000
4350552 1-Nov-31 $508,572.38 59.88 0.250 0.017 0.108
4350561 1-Nov-31 $499,579.93 22.22 0.250 0.017 0.108
4350564 1-Nov-31 $437,622.89 79.99 0.250 0.017 0.000
4350580 1-Nov-31 $999,159.88 58.82 0.250 0.017 0.108
4350599 1-Dec-31 $340,000.00 66.02 0.250 0.017 0.483
4350640 1-Nov-31 $700,675.18 75.00 0.250 0.017 0.233
4350645 1-Nov-31 $594,500.