EX-4 3 we629759.txt POOLING AND SERVICING AGREEMENT -------------------------------------------------------------------------------- WELLS FARGO ASSET SECURITIES CORPORATION (Seller) and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Master Servicer) and FIRST UNION NATIONAL BANK (Trustee) POOLING AND SERVICING AGREEMENT Dated as of January 25, 2002 $500,662,812.49 Mortgage Pass-Through Certificates Series 2002-2 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions................................................... Section 1.02 Acts of Holders............................................... Section 1.03 Effect of Headings and Table of Contents...................... Section 1.04 Benefits of Agreement......................................... ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES Section 2.01 Conveyance of Mortgage Loans.................................. Section 2.02 Acceptance by Trustee......................................... Section 2.03 Representations and Warranties of the Master Servicer and the Seller .............................................. Section 2.04 Execution and Delivery of Certificates........................ Section 2.05 Designation of Certificates; Designation of Startup Day and Latest Possible Maturity Date................................ Section 2.06 Optional Substitution of Mortgage Loans....................... ARTICLE III ADMINISTRATION OF THE TRUST ESTATE; SERVICING OF THE MORTGAGE LOANS Section 3.01 Certificate Account........................................... Section 3.02 Permitted Withdrawals from the Certificate Account............ Section 3.03 Advances by Master Servicer and Trustee....................... Section 3.04 Trustee to Cooperate; Release of Owner Mortgage Loan Files......................... Section 3.05 Reports to the Trustee; Annual Compliance Statements.......... Section 3.06 Title, Management and Disposition of Any REO Mortgage Loan.... Section 3.07 Amendments to Servicing Agreements, Modification of Standard Provisions.......................... Section 3.08 Oversight of Servicing........................................ Section 3.09 Termination and Substitution of Servicing Agreements.......... Section 3.10 Application of Net Liquidation Proceeds....................... Section 3.11 Act Reports................................................... ARTICLE IV DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS Section 4.01 Distributions................................................. Section 4.02 Allocation of Realized Losses................................. Section 4.03 Paying Agent.................................................. Section 4.04 Statements to Certificateholders; Report to the Trustee, MBIA and the Seller................... Section 4.05 Reports to Mortgagors and the Internal Revenue Service........ Section 4.06 Reserve Fund.................................................. Section 4.07 Distributions in Reduction of the Class I-A-4 Certificates.... Section 4.08 Policy Matters................................................ Section 4.09 Calculation of Amounts; Binding Effect of Interpretations and Actions of Master Servicer............................... Section 4.10 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 Cut-Off Date.................................................. Section 11.02 Cut-Off Date Aggregate Principal Balance...................... Section 11.03 Original Group I-A Percentage................................. Section 11.04 Original Group II-A Percentage................................ Section 11.05 Original Principal Balances of the Classes of Class A Certificates ................................................ Section 11.05(a) Original Class I-A-3 Notional Amount ...................... Section 11.05(b) Original Class I-A-11 Notional Amount ..................... Section 11.06 Original Aggregate Non-PO Principal Balance................... Section 11.07 Original Aggregate Percentages................................ Section 11.07(a) Original Aggregate Subordinate Percentage ................. Section 11.07(b) Original Aggregate Class A Percentage ..................... Section 11.08 Original Class B Principal Balance............................ Section 11.09 Original Group I Subordinated Principal Balance............... Section 11.10 Original Group II Subordinated Principal Balance.............. Section 11.11 Original Principal Balances of the Classes of Class B Certificates ................................................ Section 11.12 Original Class B-1 Fractional Interest........................ Section 11.13 Original Class B-2 Fractional Interest........................ Section 11.14 Original Class B-3 Fractional Interest........................ Section 11.15 Original Class B-4 Fractional Interest........................ Section 11.16 Original Class B-5 Fractional Interest........................ Section 11.17 Closing Date.................................................. Section 11.18 Right to Purchase............................................. Section 11.19 Wire Transfer Eligibility..................................... Section 11.20 Single Certificate............................................ Section 11.21 Servicing Fee Rate............................................ Section 11.22 Master Servicing Fee Rate..................................... Section 11.23 MBIA Contact Person........................................... EXHIBITS EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate EXHIBIT A-I-A-5 - Form of Face of Class I-A-5 Certificate EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate EXHIBIT A-I-A-8 - Form of Face of Class I-A-8 Certificate EXHIBIT A-I-A-9 - Form of Face of Class I-A-9 Certificate EXHIBIT A-I-A-10 - Form of Face of Class I-A-10 Certificate EXHIBIT A-I-A-11 - Form of Face of Class I-A-11 Certificate EXHIBIT A-I-A-12 - Form of Face of Class I-A-12 Certificate EXHIBIT A-A-PO - Form of Face of Class A-PO Certificate EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate EXHIBIT A-I-A-LR - Form of Face of Class I-A-LR Certificate EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 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 2002-2 Certificates EXHIBIT D - Reserved EXHIBIT E - Custodial Agreement EXHIBIT F-1A - Schedule of Type 1 Mortgage Loans in Loan Group I EXHIBIT F-1B - Schedule of Type 1 Mortgage Loans in Loan Group II EXHIBIT F-2 - Schedule of Type 2 Mortgage Loans in Loan Group I EXHIBIT F-3A - Schedule of Other Servicer Mortgage Loans in Group I EXHIBIT F-3B - Schedule of Other Servicer Mortgage Loans in Group II 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 EXHIBIT N - Form of Policy SCHEDULE I - Applicable Unscheduled Principal Receipt Period This Pooling and Servicing Agreement, dated as of January 25, 2002 executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL BANK, as Trustee. W I T N E S S E T H T H A T: - - - - - - - - - - - - - - In consideration of the mutual agreements herein contained, the Seller, the Master Servicer 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: The earlier to occur of (i) the Distribution Date following the Distribution Date on which the Principal Balances of the Class I-A-6 and Class I-A-7 Certificates have been reduced to zero or (ii) the Subordination Depletion Date. Accrual Certificates: The Class I-A-8 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 Group I-A Interest Percentage of such Class of Accrual Certificates of the Current Group I-A Interest Distribution Amount and (ii) the Group I-A Interest Shortfall Percentage of such Class of Accrual Certificates of the amount distributed in respect of the Classes of Group I-A Certificates pursuant to Paragraph second Clause (A) of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after the Accretion Termination Date, zero. Adjusted Principal Balance: As to any Distribution Date and any Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance of such Class with respect to such Distribution Date minus (ii) the Adjustment Amount for such Distribution Date less the Principal Balances for any Classes of Class B Certificates with higher numerical designations. Adjustment Amount: For any Distribution Date, the difference between (A) the sum of the Aggregate Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Aggregate Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) 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 Adjusted Pool Amount: With respect to any Distribution Date, the sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool Amount. Aggregate Class A Principal Balance: With respect to any Determination Date, the sum of the Group I-A Principal Balance and Group II-A Principal Balance. Aggregate Class A Percentage: As to any Distribution Date, the percentage obtained by dividing (i) the sum of the Group I-A Non-PO Principal Balance and the Group II-A Non-PO Principal Balance by (ii) the sum of the Group I Pool Balance (Non-PO Portion) and the Group II Pool Balance (Non-PO Portion). 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 Group I-A Unpaid Interest Shortfall: As to any Distribution Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for the Group I-A Certificates. Aggregate Group II-A Unpaid Interest Shortfall: As to any Distribution Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for the Group II-A Certificates. Aggregate Non-PO Principal Balance: As of any Determination Date, the sum of the Group I-A Non-PO Principal Balance, the Group II-A Non-PO Principal Balance and the Class B Principal Balance as of such date. Aggregate Subordinate Percentage: As to any Determination Date, the Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO Portion) and the Group II Pool Balance (Non-PO Portion). Agreement: This Pooling and Servicing Agreement and all amendments and supplements hereto. Applicable Unscheduled Principal Receipt Period: With respect to the Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal Receipt Period specified on Schedule I hereto, as amended from time to time by the Master Servicer pursuant to Section 10.01(b) hereof. Apportioned Class B Principal Distribution Amount: As to any Distribution Date and any Class of Class B Certificates, the product of (i) the applicable Class B Principal Distribution Amount less the amount, if any, that would have been distributable to such Class pursuant to Section 4.01(a)(ii) that is used to pay the Class A-PO Deferred Amounts as provided in Paragraph fourth of Section 4.01(a)(i) and (ii) the Apportionment Fraction for such Class. Apportioned Interest Accrual Amount: As to any Distribution Date and either of the Group I Apportioned Principal Balance or Group II Apportioned Principal Balance of a Class of Class B Certificates, an amount equal to the product of (i) 1/12th of the Class B Pass-Through Rate and (ii) such Group I Apportioned Principal Balance or Group II Apportioned Principal Balance as of the Determination Date preceding such Distribution Date. Apportionment Fraction: As to any Class of Class B Certificates and any Distribution Date occurring prior to the Subordination Depletion Date and (i) on or after the Distribution Date on which the Principal Balances of the Group I-A Certificates have been reduced to zero, a fraction, the numerator of which is the applicable Class B Loan Group I Optimal Principal Amount and the denominator of which is the applicable Class B Optimal Principal Amount without regard to the proviso thereto or (ii) on or after the Distribution Date on which the Principal Balances of the Group II-A Certificates have been reduced to zero, a fraction, the numerator of which is the applicable Class B Loan Group II Optimal Principal Amount and the denominator of which is the applicable Class B Optimal Principal Amount without regard to the proviso thereto. Authenticating Agent: Any authenticating agent appointed by the 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. Beneficial Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency), as the case may be. Book-Entry Certificate: Any one of the Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10 Certificates, Class I-A-11 Certificates, Class I-A-12 Certificates, Class II-A-1 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-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)(iii) 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-A-PO and Exhibit C hereto. Class A-PO Certificateholder: The registered holder of a Class A-PO Certificate. Class A-PO Component: Each of the Class I-A-PO Component or Class II-A-PO Component. Class A-PO Deferred Amount: For any Distribution Date prior to the Subordination Depletion Date and any Class A-PO Component, the difference between (A) the sum of (x) the amount by which the sum of the Class A-PO Optimal Principal Amount for the related Group for all prior Distribution Dates exceeded the amounts distributed on the Class A-PO Certificates with respect to such Class A-PO Component on such prior Distribution Dates pursuant to Paragraph third Clause (A) or Clause (B), as applicable, of Section 4.01(a)(i) and (y) the sum of the product for each Discount Mortgage Loan in the related Loan Group 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 and (B) the sum of (x) the sum of such Class A-PO Component's PO Recoveries for such Distribution Date and prior Distribution Dates and (y) amounts distributed on the Class A-PO Certificates with respect to such Class A-PO Component on prior Distribution Dates pursuant to Paragraph fourth Clause (A) or Clause (B), as applicable, of Section 4.01(a)(i). On and after the Subordination Depletion Date, the Class A-PO Deferred Amount for each Class A-PO Component will be zero. No interest will accrue on any Class A-PO Deferred Amount. Class I-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-I-A-1 and Exhibit C hereto. Class I-A-1 Certificateholder: The registered holder of a Class I-A-1 Certificate. Class I-A-2 Certificate: Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-I-A-2 and Exhibit C hereto. Class I-A-2 Certificateholder: The registered holder of a Class I-A-2 Certificate. Class I-A-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-I-A-3 and Exhibit C hereto. Class I-A-3 Certificateholder: The registered holder of a Class I-A-3 Certificate. Class I-A-3 Notional Amount: As to any Distribution Date, an amount equal to the product of 3.6923076923% of the Principal Balance of the Class I-A-4 Certificates. Class I-A-3 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 I-A-3 Certificates and (B) the Class I-A-3 Notional Amount as of such Distribution Date minus (ii) the sum of the (A) the Group I-A Interest Percentage of the Class I-A-3 Certificates of the interest portion of any Realized Losses allocated to the Group I-A Certificates and the Premium Payment on or after the Subordination Depletion Date pursuant to Section 4.02(c) and (B) the Class A Interest Percentage of the Class I-A-3 Certificates of any Non-Supported Interest Shortfall or Relief Act Shortfall allocated to the Class A Certificates and the Premium Payment with respect to such Distribution Date. Class I-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-I-A-4 and Exhibit C hereto. Class I-A-4 Certificateholder: The registered holder of a Class I-A-4 Certificate. Class I-A-4 Interest Loss Amount: As to any Distribution Date, the excess, if any, of (i) the Interest Accrual Amount for the Class I-A-4 Certificates (determined without regard to clause (ii) of the definition thereof), net of any Non-Supported Interest Shortfalls allocated to the Class I-A-4 Certificates that are covered by the Reserve Fund and net of any Relief Act Shortfalls allocated to the Class I-A-4 Certificates over (ii) the amount of the Group I Pool Distribution Amount available to be distributed in respect of the Class I-A-4 Certificates on such Distribution Date pursuant to Paragraph first Clause (A) of Section 4.01(a)(i) plus any amounts available to be distributed in respect of the Class I-A-4 Certificates on such Distribution Date pursuant to Section 4.01(b)(iii). Class I-A-4 Principal Loss Amount: As to any Distribution Date, without duplication, any amount allocated to the Class I-A-4 Certificates which reduces the Principal Balance of the Class I-A-4 Certificates after the Subordination Depletion Date with respect to such Distribution Date pursuant to the third sentence in the definition of Principal Balance of the Class I-A-4 Certificates. Class I-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-I-A-5 and Exhibit C hereto. Class I-A-5 Certificateholder: The registered holder of a Class I-A-5 Certificate. Class I-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-I-A-6 and Exhibit C hereto. Class I-A-6 Certificateholder: The registered holder of a Class I-A-6 Certificate. Class I-A-7 Certificate: Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-I-A-7 and Exhibit C hereto. Class I-A-7 Certificateholder: The registered holder of a Class I-A-7 Certificate. Class I-A-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-I-A-8 and Exhibit C hereto. Class I-A-8 Certificateholder: The registered holder of a Class I-A-8 Certificate. Class I-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-I-A-9 and Exhibit C hereto. Class I-A-9 Certificateholder: The registered holder of a Class I-A-9 Certificate. Class I-A-9 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 I-A-9 Certificates would be reduced as a result of the application of the third sentence of the definition of Principal Balance. Class I-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-I-A-10 and Exhibit C hereto. Class I-A-10 Certificateholder: The registered holder of a Class I-A-10 Certificate. Class I-A-10 Pass-Through Rate: With respect to the Distribution Date occurring in February 2002, 2.300% 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 0.550% plus LIBOR subject to a minimum rate of 0.550% and a maximum rate of 8.500%. Class I-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-I-A-11 and Exhibit C hereto. Class I-A-11 Certificateholder: The registered holder of a Class I-A-11 Certificate. Class I-A-11 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 I-A-11 Certificates and (B) the Class I-A-11 Notional Amount as of such Distribution Date minus (ii) the sum of (A) the Group I-A Interest Percentage of the Class I-A-11 Certificates of the interest portion of any Realized Losses allocated to the Group I-A Certificates and the Premium Payment on or after the Subordination Depletion Date pursuant to Section 4.02(c) and (B) the Class A Interest Percentage of the Class I-A-11 Certificates of any Non-Supported Interest Shortfall or Relief Act Shortfall allocated to the Class A Certificates and the Premium Payment with respect to such Distribution Date. Class I-A-11 Notional Amount: As to any Distribution Date, an amount equal to the Principal Balance of the Class I-A-10 Certificates. Class I-A-11 Pass-Through Rate: With respect to the Distribution Date occurring in February 2002, 6.200% 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 7.950% minus LIBOR subject to a minimum rate of 0.000% and a maximum rate of 7.950%. Class I-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-I-A-12 and Exhibit C hereto. Class I-A-12 Certificateholder: The registered holder of a Class I-A-12 Certificate. Class I-A-12 Loss Allocation Amount: With respect to any Determination Date after the Subordination Depletion Date the lesser of (a) the Principal Balance of the Class I-A-12 Certificates with respect to such Determination Date prior to any reduction for the Class I-A-12 Loss Allocation Amount and (b) the Class I-A-9 Loss Amount. Class I-A-L1 Interest: A regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as provided in Section 4.01(a)(iii) hereof. Class I-A-L3 Interest: A regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as provided in Section 4.01(a)(iii) hereof. Class I-A-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)(iii) hereof. Class I-A-L10 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)(iii) hereof. Class I-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 I-A-LR and Exhibit C hereto. Class I-A-LR Certificateholder: The registered holder of the Class I-A-LR Certificate. Class I-A-LUR Interest: A regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as provided in Section 4.01(a)(iii) hereof. Class I-A-PO Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to such Group I Mortgage Loan and (y) the sum of: (i) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Group I Mortgage Loan; (ii) all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Group I Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Scheduled Principal Balance of each Group I Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the excess of the unpaid principal balance of such Group I Mortgage Loan substituted for a Group I Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date occurs over the unpaid principal balance of such Group I Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Group I Mortgage Loan; and (II) the Class I-A-PO Recovery for such Distribution Date. Class I-A-PO Recovery: As to any Distribution Date prior to the Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount for the Class I-A-PO Component for such Distribution Date (calculated without regard to the Class I-A-PO Recovery for such Distribution Date) and (b) an amount equal to the sum as to each Group I Mortgage Loan as to which there has been a Recovery during the Applicable Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with respect to such Group I Mortgage Loan and (y) the amount of the Recovery with respect to such Group I Mortgage Loan. As to any Distribution Date on or after the Subordination Depletion Date, the amount determined in accordance with clause (b) above. Class I-A-R 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-I-A-R and Exhibit C hereto. Class I-A-R Certificateholder: The registered holder of a Class I-A-R Certificate. Class II-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-II-A-1 and Exhibit C hereto. Class II-A-1 Certificateholder: The registered holder of a Class II-A-1 Certificate. Class II-A-PO Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to such Group II Mortgage Loan and (y) the sum of: (i) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Group II Mortgage Loan; (ii) all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Group II Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Scheduled Principal Balance of each Group II Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the excess of the unpaid principal balance of such Group II Mortgage Loan substituted for a Group II Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date occurs over the unpaid principal balance of such Group II Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Group II Mortgage Loan; and (II) the Class II-A-PO Recovery for such Distribution Date. Class II-A-PO Recovery: As to any Distribution Date prior to the Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount for the Class II-A-PO Component for such Distribution Date (calculated without regard to the Class II-A-PO Recovery for such Distribution Date) and (b) an amount equal to the sum as to each Group II Mortgage Loan as to which there has been a Recovery during the Applicable Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with respect to such Group II Mortgage Loan and (y) the amount of the Recovery with respect to such Group II Mortgage Loan. As to any Distribution Date on or after the Subordination Depletion Date, the amount determined in accordance with clause (b) above. Class A Certificate: Any of the Group I-A Certificates or Group II-A Certificates. Class A Certificateholder: The registered holder of a Class A Certificate. Class A Interest Percentage: As to any Distribution Date and any Class of Class A Certificates, the percentage calculated by dividing the Interest Accrual Amount of such Class (determined without regard to clause (ii) of the definition thereof) by the sum of (a) the Group I-A Interest Accrual Amount, (b) the Group II-A Interest Accrual Amount and (c) the Premium Payment (determined, in each case, without regard to clause (ii) of the definition of each Interest Accrual Amount or the Premium Payment, as applicable). Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-12, Class I-A-R, Class I-A-LR, Class II-A-1 Certificates, 6.500% per annum. As to the Class I-A-4 Certificates, 6.200% per annum. As to the Class I-A-5 Certificates, 6.000% per annum. As to the Class I-A-10 Certificates, the Class I-A-10 Pass-Through Rate. As to the Class I-A-11 Certificates, the Class I-A-11 Pass-Through Rate. The Class A-PO Certificates are not entitled to interest and do not have Class A Pass-Through Rates. Class A Unpaid Interest Shortfall: As to any Distribution Date and Class of Class A Certificates, the amount, if any, by which the aggregate of the Group I-A Interest Shortfall Amounts or Group II-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 B Certificate: Any one of the Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5 Certificates or Class B-6 Certificates. Class B Certificateholder: The registered holder of a Class B Certificate. Class B Distribution Amount: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts. Class B Interest Accrual Amount: With respect to any Distribution Date, the sum of the Interest Accrual Amounts for the Classes of Class B Certificates with respect to such Distribution Date. Class B Interest Percentage: With respect to any Distribution Date and any Class of Class B Certificates, the percentage calculated by dividing the Interest Accrual Amount of such Class (determined without regard to clause (ii) of the definition thereof) by the Class B Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount). Class B Interest Shortfall Amount: Any of the Class B-1 Interest Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount or Class B-6 Interest Shortfall Amount. Class B Loan Group I Optimal Principal Amount: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal Principal Amounts. Class B Loan Group II Optimal Principal Amount: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II Optimal Principal Amounts. Class B Loan Group Optimal Principal Amount: Any of the Class B Loan Group I Optimal Principal Amount or Class B Loan Group II Optimal Principal Amount. Class B Loss Percentage: With respect to any Determination Date and any Class of Class B Certificates then outstanding, the percentage calculated by dividing the Principal Balance of such Class B by the Class B Principal Balance (determined without regard to any Principal Balance of any Class of Class B Certificates not then outstanding), in each case determined as of the preceding Determination Date. Class B Optimal Principal Amount: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts. Class B Pass-Through Rate: As to any Distribution Date, 6.500% per annum. Class B Principal Balance: As of any date, an amount equal to the sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and Class B-6 Principal Balance. Class B Principal Distribution Amount: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution Amounts. Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest Shortfall or Class B-6 Unpaid Interest Shortfall. Class B-1 Certificate: Any one of the Certificates executed by the 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 first, second and third of Section 4.01(a)(ii). 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 first of Section 4.01(a)(ii). Class B-1 Loan Group I Optimal Principal Amount: As to any Distribution Date, the Class B-1 Optimal Principal Amount calculated only with respect to Group I Mortgage Loans and without regard to the proviso thereto. Class B-1 Loan Group II Optimal Principal Amount: As to any Distribution Date, the Class B-1 Optimal Principal Amount calculated only with respect to Group II Mortgage Loans and without regard to the proviso thereto. Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of: (i) the Group I Class B-1 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to each such Group II Mortgage Loan) of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less (B) the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group I Class B-1 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-1 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group I Class B-1 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-1 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group I Class B-1 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to each such Group II Mortgage Loan) of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group I Class B-1 Prepayment Percentage or Group II Class B-1 Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group for such Distribution Date; provided, however, that if an Optimal Adjustment Event occurs with respect to such Class and such Distribution Date, the Class B-1 Optimal Principal Amount will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated as described in the preceding provisions and (B) the Adjusted Principal Balance for the Class B-1 Certificates. Class B-1 Principal Balance: As to the first Determination Date, the Original Class B-1 Principal Balance. As of any subsequent Determination Date, the Original Class B-1 Principal Balance less the sum of all amounts previously distributed in respect of the Class B-1 Certificates on prior Distribution Dates (A) pursuant to Paragraph third of Section 4.01(a)(ii) and (B) as a result of a Principal Adjustment; provided, however, if the Class B-1 Certificates are the most subordinate Certificates outstanding, the Class B-1 Principal Balance will equal the difference, if any, between the Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the Aggregate Class A Principal Balance as of such Determination Date. Class B-1 Principal Distribution Amount: As to any Distribution Date, any amount distributable to the Holders of the Class B-1 Certificates pursuant to Paragraph third of Section 4.01(a)(ii). 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 second of Section 4.01(a)(ii). 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 fourth, fifth and sixth of Section 4.01(a)(ii). 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 fourth of Section 4.01(a)(ii). Class B-2 Loan Group I Optimal Principal Amount: As to any Distribution Date, the Class B-2 Optimal Principal Amount calculated only with respect to Group I Mortgage Loans and without regard to the proviso thereto. Class B-2 Loan Group II Optimal Principal Amount: As to any Distribution Date, the Class B-2 Optimal Principal Amount calculated only with respect to Group II Mortgage Loans and without regard to the proviso thereto. Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of: (i) the Group I Class B-2 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to each such Group II Mortgage Loan) of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less (B) the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group I Class B-2 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-2 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group I Class B-2 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-2 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group I Class B-2 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to each such Group II Mortgage Loan) of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group I Class B-2 Prepayment Percentage, Group II Class B-2 Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group for such Distribution Date; provided, however, that if an Optimal Adjustment Event occurs with respect to such Class and such Distribution Date, the Class B-2 Optimal Principal Amount will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated as described in the preceding provisions and (B) the Adjusted Principal Balance for the Class B-2 Certificates. Class B-2 Principal Balance: As to the first Determination Date, the Original Class B-2 Principal Balance. As of any subsequent Determination Date, the Original Class B-2 Principal Balance less the sum of all amounts previously distributed in respect of the Class B-2 Certificates on prior Distribution Dates (A) pursuant to Paragraph sixth of Section 4.01(a)(ii) and (B) as a result of a Principal Adjustment; provided, however, if the Class B-2 Certificates are the most subordinate Certificates outstanding, the Class B-2 Principal Balance will equal the difference, if any, between the Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the sum of the Aggregate Class A Principal Balance and the Class B-1 Principal Balance as of such Determination Date. Class B-2 Principal Distribution Amount: As to any Distribution Date, any amount distributable to the Holders of the Class B-2 Certificates pursuant to Paragraph sixth of Section 4.01(a)(ii). 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 fifth of Section 4.01(a)(ii). 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 seventh, eighth and ninth of Section 4.01(a)(ii). 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 seventh of Section 4.01(a)(ii). Class B-3 Loan Group I Optimal Principal Amount: As to any Distribution Date, the Class B-3 Optimal Principal Amount calculated only with respect to Group I Mortgage Loans and without regard to the proviso thereto. Class B-3 Loan Group II Optimal Principal Amount: As to any Distribution Date, the Class B-3 Optimal Principal Amount calculated only with respect to Group II Mortgage Loans and without regard to the proviso thereto. Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of: (i) the Group I Class B-3 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-3 Percentage (with respect to each such Group II Mortgage Loan) of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less (B) the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group I Class B-3 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-3 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group I Class B-3 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-3 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group I Class B-3 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-3 Percentage (with respect to each such Group II Mortgage Loan) of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group I Class B-3 Prepayment Percentage or Group II Class B-3 Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group for such Distribution Date; provided, however, that if an Optimal Adjustment Event occurs with respect to such Class and such Distribution Date, the Class B-3 Optimal Principal Amount will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated as described in the preceding provisions and (B) the Adjusted Principal Balance for the Class B-3 Certificates. Class B-3 Principal Balance: As to the first Determination Date, the Original Class B-3 Principal Balance. As of any subsequent Determination Date, the Original Class B-3 Principal Balance less the sum of all amounts previously distributed in respect of the Class B-3 Certificates on prior Distribution Dates (A) pursuant to Paragraph ninth of Section 4.01(a)(ii) and (B) as a result of a Principal Adjustment; provided, however, if the Class B-3 Certificates are the most subordinate Certificates outstanding, the Class B-3 Principal Balance will equal the difference, if any, between the Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the sum of the Aggregate Class A Principal Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance as of such Determination Date. Class B-3 Principal Distribution Amount: As to any Distribution Date, any amount distributable to the Holders of the Class B-3 Certificates pursuant to Paragraph ninth of Section 4.01(a)(ii). 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 eighth of Section 4.01(a)(ii). 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 tenth, eleventh, and twelfth of Section 4.01(a)(ii). 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 tenth of Section 4.01(a)(ii). Class B-4 Loan Group I Optimal Principal Amount: As to any Distribution Date, the Class B-4 Optimal Principal Amount calculated only with respect to Group I Mortgage Loans and without regard to the proviso thereto. Class B-4 Loan Group II Optimal Principal Amount: As to any Distribution Date, the Class B-4 Optimal Principal Amount calculated only with respect to Group II Mortgage Loans and without regard to the proviso thereto. Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of: (i) the Group I Class B-4 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to each such Group II Mortgage Loan) of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less (B) the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group I Class B-4 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-4 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group I Class B-4 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-4 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group I Class B-4 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-4 Percentage (with respect to each such Group II Mortgage Loan) of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending on the day preceding the Determination Date for Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group I Class B-4 Prepayment Percentage, Group II Class B-4 Prepayment Percentage or Group II Class B-4 Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group for such Distribution Date; provided, however, that if an Optimal Adjustment Event occurs with respect to such Class and such Distribution Date, the Class B-4 Optimal Principal Amount will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated as described in the preceding provisions and (B) the Adjusted Principal Balance for the Class B-4 Certificates. Class B-4 Principal Balance: As to the first Determination Date, the Original Class B-4 Principal Balance. As of any subsequent Determination Date, the Original Class B-4 Principal Balance less the sum of all amounts previously distributed in respect of the Class B-4 Certificates on prior Distribution Dates (A) pursuant to Paragraph twelfth of Section 4.01(a)(ii) and (B) as a result of a Principal Adjustment; provided, however, if the Class B-4 Certificates are the most subordinate Certificates outstanding, the Class B-4 Principal Balance will equal the difference, if any, between the Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the sum of the Aggregate Class A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3 Principal Balance as of such Determination Date. Class B-4 Principal Distribution Amount: As to any Distribution Date, any amount distributable to the Holders of the Class B-4 Certificates pursuant to Paragraph twelfth of Section 4.01(a)(ii). 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 eleventh of Section 4.01(a)(ii). 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 thirteenth, fourteenth, and fifteenth of Section 4.01(a)(ii). 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 thirteenth of Section 4.01(a)(ii). Class B-5 Loan Group I Optimal Principal Amount: As to any Distribution Date, the Class B-5 Optimal Principal Amount calculated only with respect to Group I Mortgage Loans and without regard to the proviso thereto. Class B-5 Loan Group II Optimal Principal Amount: As to any Distribution Date, the Class B-5 Optimal Principal Amount calculated only with respect to Group II Mortgage Loans and without regard to the proviso thereto. Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of: (i) the Group I Class B-5 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to each such Group II Mortgage Loan) of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less (B) the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group I Class B-5 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-5 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group I Class B-5 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-5 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending prior to the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group I Class B-5 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-5 Percentage (with respect to each such Group II Mortgage Loan) of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending prior to the day preceding the Determination Date for such Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group I Class B-5 Prepayment Percentage or Group II Class B-5 Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group for such Distribution Date; provided, however, that if an Optimal Adjustment Event occurs with respect to such Class and such Distribution Date, the Class B-5 Optimal Principal Amount will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated as described in the preceding provisions and (B) the Adjusted Principal Balance for the Class B-5 Certificates. Class B-5 Principal Balance: As to the first Determination Date, the Original Class B-5 Principal Balance. As of any subsequent Determination Date, the Original Class B-5 Principal Balance less the sum of all amounts previously distributed in respect of the Class B-5 Certificates on prior Distribution Dates (A) pursuant to Paragraph fifteenth of Section 4.01(a)(ii) and (B) as a result of a Principal Adjustment; provided, however, if the Class B-5 Certificates are the most subordinate Certificates outstanding, the Class B-5 Principal Balance will equal the difference, if any, between the Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the sum of the Aggregate Class A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance and the Class B-4 Principal Balance as of such Determination Date. Class B-5 Principal Distribution Amount: As to any Distribution Date, any amount distributable to the Holders of the Class B-5 Certificates pursuant to Paragraph fifteenth of Section 4.01(a)(ii). 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 fourteenth of Section 4.01(a)(ii). 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 sixteenth, seventeenth and eighteenth of Section 4.01(a)(ii). 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 sixteenth of Section 4.01(a)(ii). Class B-6 Loan Group I Optimal Principal Amount: As to any Distribution Date, the Class B-6 Optimal Principal Amount calculated only with respect to Group I Mortgage Loans and without regard to the proviso thereto. Class B-6 Loan Group II Optimal Principal Amount: As to any Distribution Date, the Class B-6 Optimal Principal Amount calculated only with respect to Group II Mortgage Loans and without regard to the proviso thereto. Class B-6 Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of: (i) the Group I Class B-6 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-6 Percentage (with respect to each such Group II Mortgage Loan) of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less (B) the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group I Class B-6 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-6 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group I Class B-6 Prepayment Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-6 Prepayment Percentage (with respect to each such Group II Mortgage Loan) of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group I Class B-6 Percentage (with respect to each such Group I Mortgage Loan) or Group II Class B-6 Percentage (with respect to each such Group II Mortgage Loan) of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group I Class B-6 Prepayment Percentage or Group II Class B-6 Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan Group for such Distribution Date. provided, however, that if an Optimal Adjustment Event occurs with respect to such Class and such Distribution Date, the Class B-6 Optimal Principal Amount will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated as described in the preceding provisions and (B) the Adjusted Principal Balance for the Class B-6 Certificates. Class B-6 Principal Balance: As to the first Determination Date, the Original Class B-6 Principal Balance. As of any subsequent Determination Date, the Original Class B-6 Principal Balance less the sum of all amounts previously distributed in respect of the Class B-6 Certificates on prior Distribution Dates pursuant to Paragraph eighteenth of Section 4.01(a)(ii); provided, however, if the Class B-6 Certificates are outstanding, the Class B-6 Principal Balance will equal the difference, if any, between the Aggregate Adjusted Pool Amount as of the preceding Distribution Date less the sum of the Aggregate Class A Principal Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal Balance as of such Determination Date. Class B-6 Principal Distribution Amount: As to any Distribution Date, any amount distributable to the Holders of the Class B-6 Certificates pursuant to Paragraph eighteenth of Section 4.01(a)(ii). 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 seventeenth of Section 4.01(a)(ii). 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)(iii) 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)(iii) 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)(iii) 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)(iii) 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)(iii) 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)(iii) 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 Indirect Participant: A broker, dealer, bank, financial institution or other Person that clears securities transactions through or maintains a custodial relationship with a Clearing Agency Participant, either directly or indirectly. Clearing Agency Participant: A broker, dealer, bank, financial institution or other Person for whom a Clearing Agency effects book-entry transfers of securities deposited with the Clearing Agency. Closing Date: The date of initial issuance of the Certificates, as set forth in Section 11.17. Code: The Internal Revenue Code of 1986, as it may be amended from time to time, any successor statutes thereto, and applicable U.S. Department of the Treasury temporary or final regulations promulgated thereunder. Compensating Interest: 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 401 South Tryon Street, Charlotte, North Carolina 28288. Corresponding Upper-Tier Class, Classes or Components: As to the following Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class, Classes or Components as follows: Uncertificated Lower-Tier Corresponding Upper-Tier Class, Classes Interest or Components Class I-A-L1 Interest Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-12 Certificates and Class II-A-1 Certificates Class I-A-L3 Interest Class I-A-3 Certificates and Class I-A-4 Certificates Class I-A-L5 Interest Class I-A-5 Certificates Class I-A-L10 Interest Class I-A-10 Certificates and Class I-A-11 Certificates Class A-LPO Interest Class I-A-PO Component and Class II-A-PO Component Class I-A-LUR Interest Class I-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 Group I-A Interest Distribution Amount: As to any Distribution Date, the amount distributed in respect of the Classes of Group I-A Certificates and the Premium Payment pursuant to Paragraph first Clause (A) of Section 4.01(a)(i) on such Distribution Date. Current Group II-A Interest Distribution Amount: As to any Distribution Date, the amount distributed in respect of the Classes of Group II-A Certificates pursuant to Paragraph first Clause (B) 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 first, fourth, seventh, tenth, thirteenth and sixteenth of Section 4.01(a)(ii) on such Distribution Date. Current Class B-1 Fractional Interest: As to any Distribution Date subsequent to the first Distribution Date, the percentage obtained by dividing the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the Original Class B-1 Fractional Interest. Current Class B-2 Fractional Interest: As to any Distribution Date subsequent to the first Distribution Date, the percentage obtained by dividing the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the Original Class B-2 Fractional Interest. Current Class B-3 Fractional Interest: As to any Distribution Date subsequent to the first Distribution Date, the percentage obtained by dividing the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the Original Class B-3 Fractional Interest. Current Class B-4 Fractional Interest: As to any Distribution Date subsequent to the first Distribution Date, the percentage obtained by dividing the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the Original Class B-4 Fractional Interest. Current Class B-5 Fractional Interest: As to any Distribution Date subsequent to the first Distribution Date, the percentage obtained by dividing the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the Original Class B-5 Fractional Interest. Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Prepayment in Full. Curtailment Interest Shortfall: On any Distribution Date with respect to a Group I or Group II Mortgage Loan which was the subject of a Curtailment: (A) in the case where the Applicable Unscheduled Principal Receipt Period is the Mid-Month Receipt Period and such Curtailment 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 Curtailment 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 Curtailment 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 Curtailment from the day of its receipt or, if earlier, its application by the Servicer through the last day of the month in which such Curtailment is received. 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 11.01. Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section 11.02. Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid principal balance as of the close of business on the Cut-Off Date (but without giving effect to any Unscheduled Principal Receipts received or applied on the Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off Date and not paid, and increased by scheduled monthly payments of principal due after the Cut-Off Date but received by the related Servicer on or before the Cut-Off Date. Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient Valuation. Deceased Holder: A Beneficial Owner of a Class I-A-4 Certificate who was living at the time such interest was acquired, whose death is deemed to have occurred pursuant to Section 4.07(b), and with respect to which the Trustee has received through the Clearing Agency evidence of death satisfactory to the Trustee and any tax waivers requested by the Trustee. Deficiency Amount: With respect to the Class I-A-4 Certificates on each Distribution Date, the sum of (i) the Class I-A-4 Interest Loss Amount for such Distribution Date and (ii) the Class I-A-4 Principal Loss Amount for such Distribution Date. 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 I-A-3 and Class I-A-11 Certificates) representing the principal portion of the Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As to the Class I-A-3 Certificates, the amount specified on the face of each such Certificate representing the portion of the Original Class I-A-3 Notional Amount. As to the Class I-A-11 Certificates, the amount specified on the face of each such Certificate representing the portion of the Original Class I-A-11 Notional Amount. Determination Date: The 17th day of the month in which the related Distribution Date occurs, or if such 17th day is not a Business Day, the Business Day preceding such 17th day. Discount Mortgage Loan: A Group I or Group II 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) (determined in the case of the Class I-A-4 Certificates, without giving effect to the guaranty provided by MBIA) 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) (determined in the case of the Class I-A-4 Certificates, without giving effect to the guaranty provided by MBIA)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) (determined in the case of the Class I-A-4 Certificates, without giving effect to the guaranty provided by MBIA) 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) (determined in the case of the Class I-A-4 Certificates, without giving effect to the guaranty provided by MBIA) 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) (determined in the case of the Class I-A-4 Certificates, without giving effect to the guaranty provided by MBIA) 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. 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 and Class B Certificates is February 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. 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 the rates described in clauses (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. Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding principal balance of such Mortgage Loan and resulting in the full satisfaction of such Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial Liquidation Proceeds. Group: The Group I or Group II. Group Subordinate Amount: Either of the Group I Subordinate Amount or the Group II Subordinate Amount. Group I: The Group I-A Certificates and Class I-A-PO Component. Group I Adjusted Pool Amount: With respect to any Distribution Date, the aggregate of the Cut-Off Date Principal Balances of the Group I Mortgage Loans minus the sum of (i) all amounts in respect of principal received in respect of the Group I Mortgage Loans (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and distributed to Holders of the Certificates on such Distribution Date and all prior Distribution Dates, (ii) the principal portion of all Liquidated Loan Losses incurred on such Group I Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off Date through the end of the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date and (iii) the principal portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred on the Group I Mortgage Loans from the Cut-Off Date through the end of the period corresponding to the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date. Group I Adjusted Pool Amount (PO Portion): With respect to any Distribution Date, the sum of the amounts, calculated as follows, with respect to all Outstanding Mortgage Loans that are Group I Mortgage Loans: the product of (i) the PO Fraction for each such Group I Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal received in respect of such Group I Mortgage Loan (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and distributed to Holders of the Certificates on such Distribution Date and all prior Distribution Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such Group I Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off Date through the end of the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date and (z) the principal portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred on the Group I Mortgage Loans from the Cut-Off Date through the end of the period corresponding to the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date. Group I Aggregate Non-PO Principal Balance: The sum of the Group I-A Non-PO Principal Balance and the Group I Subordinate Amount. Group I Apportioned Interest Percentage: As to any Distribution Date and any Class of Group I-A Certificates or Class B Certificates, the percentage calculated by dividing (a) in the case of a Class of Group I-A Certificates, the Interest Accrual Amount (determined without regard to clause (ii) of the definition thereof) and in the case of a Class of Class B Certificates, the Apportioned Interest Accrual Amount for the Group I Apportioned Principal Balance of such Class by (b) the sum of (i) the Group I Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount) and (ii) the Premium Payment (determined without regard to clause (ii) of the definition thereof). Group I Apportioned Principal Balance: As to any Distribution Date and any Class of Class B Certificates, an amount equal to the product of (i) the Principal Balance of the Class of Class B Certificates and (ii) a fraction, the numerator of which is the Group I Subordinate Amount and the denominator of which is the sum of the Group I Subordinate Amount and the Group II Subordinate Amount. Group I Class B Percentage: Any one of the Group I Class B-1 Percentage, Group I Class B-2 Percentage, Group I Class B-3 Percentage, Group I Class B-4 Percentage, Group I Class B-5 Percentage or Group I Class B-6 Percentage. Group I Class B Prepayment Percentage: Any of the Group I Class B-1 Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I Class B-5 Prepayment Percentage or Group I Class B-6 Prepayment Percentage. Group I Class B-1 Percentage: As to any Distribution Date, the percentage calculated by multiplying the Group I Subordinated Percentage by either (i) if any Class B Certificates (other than the Class B-1 Certificates) are eligible to receive principal distributions for such Distribution Date in accordance with Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other than the Class B-1 Certificates) are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), one. Group I Class B-1 Prepayment Percentage: As to any Distribution Date, the percentage calculated by multiplying the Group I Subordinated Prepayment Percentage by either (i) if any Class B Certificates (other than the Class B-1 Certificates) are eligible to receive principal distributions for such Distribution Date in accordance with Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other than the Class B-1 Certificates) are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), one. Group I Class B-2 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-2 Percentage for such Distribution Date will be zero. Group I Class B-2 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-2 Prepayment Percentage for such Distribution Date will be zero. Group I Class B-3 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-3 Percentage for such Distribution Date will be zero. Group I Class B-3 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-3 Prepayment Percentage for such Distribution Date will be zero. Group I Class B-4 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-4 Percentage for such Distribution Date will be zero. Group I Class B-4 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-4 Prepayment Percentage for such Distribution Date will be zero. Group I Class B-5 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-5 Percentage for such Distribution Date will be zero. Group I Class B-5 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-5 Prepayment Percentage for such Distribution Date will be zero. Group I Class B-6 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-6 Percentage for such Distribution Date will be zero. Group I Class B-6 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group I Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group I Class B-6 Prepayment Percentage for such Distribution Date will be zero. Group I Interest Accrual Amount: As to any Distribution Date, the sum of the Group I-A Interest Accrual Amount and the Apportioned Interest Accrual Amounts for the Group I Apportioned Principal Balances of the Class B Certificates. Group I Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A, F-2 and F-3A attached hereto. Group I Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the amounts for each Group I Mortgage Loan that is an Outstanding Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal Balance of such Mortgage Loan. Group I Pool Balance (PO Portion): As of any Distribution Date, the sum of the amounts for each Group I Mortgage Loan that is an Outstanding Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal Balance of such Mortgage Loan. Group I Pool Distribution Amount: As of any Distribution Date, the funds eligible for distribution to the Group I-A Certificates, Class I-A-PO Component and Class B Certificates on such Distribution Date, which shall be the sum of (i) all previously undistributed payments or other receipts on account of principal and interest on or in respect of the Group I Mortgage Loans (including, without limitation, the proceeds of any repurchase of a Group I Mortgage Loan by the Seller and any Substitution Principal Amount) received by the Master Servicer with respect to the applicable Remittance Date in the month of such Distribution Date and any Unscheduled Principal Receipts received by the Master Servicer on or prior to the Business Day preceding such Distribution Date, (ii) all Periodic Advances made with respect to Group I Mortgage Loans by a Servicer pursuant to the related Servicing Agreement or Periodic Advances with respect to Group I Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section 3.03, and (iii) all other amounts (including any Insurance Proceeds and Compensating Interest) with respect to a Group I Mortgage Loan required to be placed in the Certificate Account by the Servicer on or before the applicable Remittance Date or by the Master Servicer or the Trustee on or prior to the Distribution Date, but excluding the following: (a) amounts received as late payments of principal or interest with respect to a Group I Mortgage Loan and respecting which the Master Servicer or the Trustee has made one or more unreimbursed Periodic Advances; (b) the portion of Liquidation Proceeds used to reimburse any unreimbursed Periodic Advances with respect to a Group I Mortgage Loan by the Master Servicer or the Trustee; (c) those portions of each payment of interest on a particular Group I Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii) the applicable Servicing Fee and (iii) the Master Servicing Fee; (d) all amounts representing scheduled payments of principal and interest on Group I Mortgage Loans due after the Due Date occurring in the month in which such Distribution Date occurs; (e) all Unscheduled Principal Receipts received by the Servicers with respect to Group I Mortgage Loans after the Applicable Unscheduled Principal Receipt Period relating to the Distribution Date for the applicable type of Unscheduled Principal Receipt, and all related payments of interest on such amounts; (f) all repurchase proceeds with respect to Group I Mortgage Loans repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or following the Determination Date in the month in which such Distribution Date occurs and the difference between the unpaid principal balance of a Group I Mortgage Loan substituted for a Group I Mortgage Loan pursuant to Sections 2.02, 2.03 or 2.06 on or following the Determination Date in the month in which such Distribution Date occurs and the unpaid principal balance of such Group I Mortgage Loan; (g) that portion of Liquidation Proceeds and REO Proceeds with respect to any Group I Mortgage Loan which represents any unpaid Servicing Fee or Master Servicing Fee; (h) all income from Eligible Investments that is held in the Certificate Account for the account of the Master Servicer; (i) all other amounts permitted to be withdrawn from the Certificate Account in respect of the Group I Mortgage Loans, to the extent not covered by clauses (a) through (h) above, or not required to be deposited in the Certificate Account under this Agreement; (j) Liquidation Profits in respect of Group I Mortgage Loans; (k) Month End Interest in respect of Group I Mortgage Loans; and (l) all amounts reimbursable to a Servicer for PMI Advances in respect of Group I Mortgage Loans. Group I Pool Scheduled Principal Balance: As to any Distribution Date, the aggregate Scheduled Principal Balances of all Group I Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date. Group I Scheduled Principal Amount: The sum for each outstanding Group I Mortgage Loan (including each defaulted Group I 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 Group I-A Non-PO Optimal Principal Amount, but without such amount being multiplied by the Group I-A Percentage. Group I Subordinate Amount: As to any Distribution Date, the excess of (i) the Group I Pool Balance (Non-PO Portion) over (ii) the Group I-A Non-PO Principal Balance. Group I Subordinated Percentage: As to any Distribution Date, the percentage which is the difference between 100% and the Group I-A Percentage for such date. Group I Subordinated Prepayment Percentage: As to any Distribution Date, the percentage which is the difference between 100% and the Group I-A Prepayment Percentage for such date. Group I Unscheduled Principal Amount: The sum for each outstanding Group I Mortgage Loan (including each defaulted Group I 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 Group I-A Non-PO Optimal Principal Amount, but without such amount being multiplied by the applicable Group I-A Prepayment Percentage. Group II: The Group II-A Certificates and Class II-A-PO Component. Group II Adjusted Pool Amount: With respect to any Distribution Date, the aggregate of the Cut-Off Date Principal Balances of the Group II Mortgage Loans minus the sum of (i) all amounts in respect of principal received in respect of the Group II Mortgage Loans (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and distributed to Holders of the Certificates on such Distribution Date and all prior Distribution Dates, (ii) the principal portion of all Liquidated Loan Losses incurred on such Group II Mortgage Loans for which the Liquidation Proceeds were received from the Cut-Off Date through the end of Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date and (iii) the principal portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred on the Group II Mortgage Loans from the Cut-Off Date through the end of the period corresponding to the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date. Group II Adjusted Pool Amount (PO Portion): With respect to any Distribution Date, the sum of the amounts, calculated as follows, with respect to all Outstanding Mortgage Loans that are Group II Mortgage Loans: the product of (i) the PO Fraction for each such Group II Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal received in respect of such Group II Mortgage Loan (including, without limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and distributed to Holders of the Certificates on such Distribution Date and all prior Distribution Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such Group II Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off Date through the end of the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date and (z) the principal portion of all Bankruptcy Losses (other than Debt Service Reductions) incurred on the Group II Mortgage Loans from the Cut-Off Date through the end of the period corresponding to the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date. Group II Apportioned Interest Percentage: As to any Distribution Date and any Class of Group II-A Certificates or Class B Certificates, the percentage calculated by dividing (a) in the case of a Class of Group II-A Certificates, the Interest Accrual Amount and in the case of a Class of Class B Certificates, the Apportioned Interest Accrual Amount for the Group II Apportioned Principal Balance of such Class by (b) the Group II Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount). Group II Apportioned Principal Balance: As to any Distribution Date and any Class of Class B Certificates, an amount equal to the product of (i) the Principal Balance of the Class of Class B Certificates and (ii) a fraction, the numerator of which is the Group II Subordinate Amount and the denominator of which is the sum of the Group I Subordinate Amount and the Group II Subordinate Amount. Group II Class B Percentage: Any one of the Group II Class B-1 Percentage, Group II Class B-2 Percentage, Group II Class B-3 Percentage, Group II Class B-4 Percentage, Group II Class B-5 Percentage or Group II Class B-6 Percentage. Group II Class B Prepayment Percentage: Any of the Group II Class B-1 Prepayment Percentage, Group II Class B-2 Prepayment Percentage, Group II Class B-3 Prepayment Percentage, Group II Class B-4 Prepayment Percentage, Group II Class B-5 Prepayment Percentage or Group II Class B-6 Prepayment Percentage. Group II Class B-1 Percentage: As to any Distribution Date, the percentage calculated by multiplying the Group II Subordinated Percentage by either (i) if any Class B Certificates (other than the Class B-1 Certificates) are eligible to receive principal distributions for such Distribution Date in accordance with Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other than the Class B-1 Certificates) are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), one. Group II Class B-1 Prepayment Percentage: As to any Distribution Date, the percentage calculated by multiplying the Group II Subordinated Prepayment Percentage by either (i) if any Class B Certificates (other than the Class B-1 Certificates) are eligible to receive principal distributions for such Distribution Date in accordance with Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other than the Class B-1 Certificates) are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), one. Group II Class B-2 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-2 Percentage for such Distribution Date will be zero. Group II Class B-2 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-2 Prepayment Percentage for such Distribution Date will be zero. Group II Class B-3 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-3 Percentage for such Distribution Date will be zero. Group II Class B-3 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-3 Prepayment Percentage for such Distribution Date will be zero. Group II Class B-4 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-4 Percentage for such Distribution Date will be zero. Group II Class B-4 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-4 Prepayment Percentage for such Distribution Date will be zero. Group II Class B-5 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-5 Percentage for such Distribution Date will be zero. Group II Class B-5 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-5 Prepayment Percentage for such Distribution Date will be zero. Group II Class B-6 Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-6 Percentage for such Distribution Date will be zero. Group II Class B-6 Prepayment Percentage: As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Group II Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Group II Class B-6 Prepayment Percentage for such Distribution Date will be zero. Group II Interest Accrual Amount: As to any Distribution Date, the sum of the Group II-A Interest Accrual Amount and the Apportioned Interest Accrual Amounts for the Group II Apportioned Principal Balances of the Class B Certificates. Group II Mortgage Loans: Those Mortgage Loans listed on Exhibits F-1B and F-3B attached hereto. Group II Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the amounts for each Group II Mortgage Loan that is an Outstanding Mortgage Loan of the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal Balance of such Mortgage Loan. Group II Pool Balance (PO Portion): As of any Distribution Date, the sum of the amounts for each Group II Mortgage Loan that is an Outstanding Mortgage Loan of the product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled Principal Balance of such Mortgage Loan. Group II Pool Distribution Amount: As of any Distribution Date, the funds eligible for distribution to the Group II-A Certificates, Class II-A-PO Component and Class B Certificates on such Distribution Date, which shall be the sum of (i) all previously undistributed payments or other receipts on account of principal and interest on or in respect of the Group II Mortgage Loans (including, without limitation, the proceeds of any repurchase of a Group II Mortgage Loan by the Seller and any Substitution Principal Amount) received by the Master Servicer with respect to the applicable Remittance Date in the month of such Distribution Date and any Unscheduled Principal Receipts received by the Master Servicer on or prior to the Business Day preceding such Distribution Date, (ii) all Periodic Advances made with respect to Group II Mortgage Loans by a Servicer pursuant to the related Servicing Agreement or Periodic Advances with respect to Group II Mortgage Loans made by the Master Servicer or the Trustee pursuant to Section 3.03 and (iii) all other amounts (including any Insurance Proceeds and Compensating Interest) with respect to a Group II Mortgage Loan required to be placed in the Certificate Account by the Servicer on or before the applicable Remittance Date or by the Master Servicer or the Trustee on or prior to the Distribution Date, but excluding the following: (a) amounts received as late payments of principal or interest with respect to a Group II Mortgage Loan and respecting which the Master Servicer or the Trustee has made one or more unreimbursed Periodic Advances; (b) the portion of Liquidation Proceeds used to reimburse any unreimbursed Periodic Advances with respect to a Group II Mortgage Loan by the Master Servicer or the Trustee; (c) those portions of each payment of interest on a particular Group II Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii) the applicable Servicing Fee and (iii) the Master Servicing Fee; (d) all amounts representing scheduled payments of principal and interest on Group II Mortgage Loans due after the Due Date occurring in the month in which such Distribution Date occurs; (e) all Unscheduled Principal Receipts received by the Servicers with respect to Group II Mortgage Loans after the Applicable Unscheduled Principal Receipt Period relating to the Distribution Date for the applicable type of Unscheduled Principal Receipt, and all related payments of interest on such amounts; (f) all repurchase proceeds with respect to Group II Mortgage Loans repurchased by the Seller pursuant to Sections 2.02 or 2.03 on or following the Determination Date in the month in which such Distribution Date occurs and the difference between the unpaid principal balance of a Group II Mortgage Loan substituted for a Group II Mortgage Loan pursuant to Sections 2.02, 2.03 or 2.06 on or following the Determination Date in the month in which such Distribution Date occurs and the unpaid principal balance of such Group II Mortgage Loan; (g) that portion of Liquidation Proceeds and REO Proceeds with respect to any Group II Mortgage Loan which represents any unpaid Servicing Fee or Master Servicing Fee; (h) all income from Eligible Investments that is held in the Certificate Account for the account of the Master Servicer; (i) all other amounts permitted to be withdrawn from the Certificate Account in respect of the Group II Mortgage Loans, to the extent not covered by clauses (a) through (h) above, or not required to be deposited in the Certificate Account under this Agreement; (j) Liquidation Profits in respect of Group II Mortgage Loans; (k) Month End Interest in respect of Group II Mortgage Loans; and (l) all amounts reimbursable to a Servicer for PMI Advances in respect of Group II Mortgage Loans. Group II Pool Scheduled Principal Balance: As to any Distribution Date, the aggregate Scheduled Principal Balances of all Group II Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date. Group II Subordinate Amount: As to any Distribution Date, the excess of (i) the Group II Pool Balance (Non-PO Portion) over (ii) the Group II-A Non-PO Principal Balance. Group II Subordinated Percentage: As to any Distribution Date, the percentage which is the difference between 100% and the Group II-A Percentage for such date. Group II Subordinated Prepayment Percentage: As to any Distribution Date, the percentage which is the difference between 100% and the Group II-A Prepayment Percentage for such date. Group I-A Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-R or Class I-A-LR Certificate. Group I-A Distribution Amount: As to any Distribution Date and any Class of Group I-A Certificates (other than the Class I-A-3, Class I-A-8 and Class I-A-11 Certificates), the amount distributable to such Class of Group I-A Certificates pursuant to Paragraphs first Clause (A), second Clause (A) and third Clause (A)(1) 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 Clause (A) and second Clause (A) of Section 4.01(a)(i) and Paragraph third Clause (A)(1) 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 Clause (A), second Clause (A) and third Clause (A)(1) of Section 4.01(a)(i). As to the Class I-A-3 and Class I-A-11 Certificates, the amount distributable to each such Class pursuant to Paragraphs first Clause (A) and second Clause (A) of Section 4.01(a)(i). As to any Distribution Date and the Class I-A-PO Component, the amount distributable to the Class A-PO Certificates with respect to the Class I-A-PO Component pursuant to Paragraphs third Clause (A)(2) and fourth Clause (A) of Section 4.01(a)(i) on such Distribution Date. Group I-A Interest Accrual Amount: As to any Distribution Date, the sum of the Interest Accrual Amounts for the Group I-A Certificates with respect to such Distribution Date. Group I-A Interest Percentage: As to any Distribution Date and any Class of Group I-A Certificates, the percentage calculated by dividing the Interest Accrual Amount of such Class (determined without regard to clause (ii) of the definition thereof) by the sum of (a) the Group I-A Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount) and (b) the Premium Payment (determined without regard to clause (ii) of the definition of Premium Payment). Group I-A Interest Shortfall Amount: As to any Distribution Date and any Class of Group I-A Certificates, any amount by which the Interest Accrual Amount of such Class with respect to such Distribution Date exceeds the amount distributed in respect of such Class on such Distribution Date pursuant to Paragraph first Clause (A) 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. Group I-A Loss Denominator: As to any Determination Date, an amount equal to sum of (i) the Principal Balances of the Group I-A Certificates (other than the Accrual Certificates), (ii) with respect to the Accrual Certificates, the lesser of the Principal Balance of the Accrual Certificates and the Original Principal Balance of the Accrual Certificates. Group I-A Loss Percentage: As to any Determination Date and any Class of Group I-A Certificates, 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 Group I-A Loss Denominator (determined without regard to any such Principal Balance of any Class of Group I-A Certificates not then outstanding), in each case determined as of the preceding Determination Date. Group I-A Non-PO Optimal Amount: As to any Distribution Date, the sum for such Distribution Date of (i) the Group I-A Interest Accrual Amount, (ii) the Aggregate Group I-A Unpaid Interest Shortfall, (iii) the Premium Payment, (iv) the Premium Unpaid Shortfall and (v) the Group I-A Non-PO Optimal Principal Amount. Group I-A Non-PO Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of: (i) the Group I-A Percentage of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less (B) the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group I-A Prepayment Percentage of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group I-A Prepayment Percentage of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending on the day preceding the Determination Date such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group I-A Percentage of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group I-A Prepayment Percentage of the Non-PO Recovery for Loan Group I for such Distribution Date. Group I-A Non-PO Principal Amount: As to any Distribution Date, the aggregate amount distributed in respect of the Classes of Group I-A Certificates pursuant to Paragraph third Clause (A)(1) of Section 4.01(a)(i). Group I-A Non-PO Principal Balance: As of any date, an amount equal to the Group I-A Principal Balance less the Principal Balance of the Class I-A-PO Component. Group I-A Non-PO Principal Distribution Amount: As to any Distribution Date, the sum of (i) the Accrual Distribution Amount, if any, with respect to such Distribution Date of the Accrual Certificates and (ii) the Group I-A Non-PO Principal Amount with respect to such Distribution Date. Group I-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 Group I-A Non-PO Principal Balance (determined as of the Determination Date preceding such Distribution Date) by the Group I Pool Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to the Subordination Depletion Date, 100% or such lesser percentage which will cause the Group I-A Non-PO Principal Balance to decline to zero following the distribution made on such Distribution Date. Group I-A Prepayment Percentage: As to any Distribution Date to and including the Distribution Date in January 2007, 100%. As to any Distribution Date subsequent to January 2007 to and including the Distribution Date in January 2008, the Group I-A Percentage as of such Distribution Date plus 70% of the Group I Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2008 to and including the Distribution Date in January 2009, the Group I-A Percentage as of such Distribution Date plus 60% of the Group I Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2009 to and including the Distribution Date in January 2010, the Group I-A Percentage as of such Distribution Date plus 40% of the Group I Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2010 to and including the Distribution Date in January 2011, the Group I-A Percentage as of such Distribution Date plus 20% of the Group I Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2011, the Group I-A Percentage as of such Distribution Date. The foregoing is subject to the following: (i) if the aggregate distribution to Holders of Group I-A Certificates on any Distribution Date of the Group I-A Prepayment Percentage provided above of Unscheduled Principal Receipts distributable on such Distribution Date would reduce the Group I-A Non-PO Principal Balance below zero, the Group I-A Prepayment Percentage for such Distribution Date shall be the percentage necessary to bring the Group I-A Non-PO Principal Balance to zero and thereafter the Group I-A Prepayment Percentage shall be zero and (ii) if the Aggregate Class A Percentage as of any Distribution Date is greater than the Original Aggregate Class A Percentage, the Group I-A Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, with respect to any Distribution Date on which the following criteria are not met, the reduction of the Group I-A Prepayment Percentage described in the second through sixth sentences of this definition of Group I-A Prepayment Percentage shall not be applicable with respect to such Distribution Date. In such event, the Group I-A Prepayment Percentage for such Distribution Date will be determined in accordance with the applicable provision, as set forth in the first through fifth sentences above, which was actually used to determine the Group I-A Prepayment Percentage for the Distribution Date occurring in the January preceding such Distribution Date (it being understood that for the purposes of the determination of the Group I-A Prepayment Percentage for the current Distribution Date, the current Group I-A Percentage and Group I Subordinated Percentage shall be utilized). No reduction in either the Group I-A Prepayment Percentage or the Group II-A Prepayment Percentage referred to in the second through sixth sentences hereof or the definition of "Group II-A Prepayment Percentage" 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 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 February 2007 and January 2008 (2) 35% of the Original Class B Principal Balance if such Distribution Date occurs between and including February 2008 and January 2009, (3) 40% of the Original Class B Principal Balance if such Distribution Date occurs between and including February 2009 and January 2010, (4) 45% of the Original Class B Principal Balance if such Distribution Date occurs between and including February 2010 and January 2011, and (5) 50% of the Original Class B Principal Balance if such Distribution Date occurs during or after February 2011. With respect to any Distribution Date on which the Group I-A Prepayment Percentage is reduced below the Group I-A Prepayment Percentage for the prior Distribution Date, the Master Servicer shall certify to the 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. Group I-A Principal Balance: As of any date, an amount equal to the sum of the Principal Balances for the Group I-A Certificates and the Class I-A-PO Component. Group I-A Shortfall Percentage: As to any Distribution Date and any Class of Group I-A Certificates, the percentage calculated by dividing the Class A Unpaid Interest Shortfall for such Class by the Aggregate Group I-A Unpaid Interest Shortfall, in each case determined as of the day preceding the applicable Distribution Date. Group II-A Certificate: Any Class II-A-1 Certificate. Group II-A Distribution Amount: As to any Distribution Date and any Class of Group II-A Certificates, the amount distributable to such Class of Group II-A Certificates pursuant to Paragraphs first Clause (B), second Clause (B) and third Clause (B)(1) of Section 4.01(a)(i). As to any Distribution Date and the Class II-A-PO Component, the amount distributable to the Class A-PO Certificates with respect to the Class II-A-PO Component pursuant to Paragraphs third Clause (B)(2) and fourth Clause (B) of Section 4.01(a)(i) on such Distribution Date. Group II-A Interest Accrual Amount: As to any Distribution Date, the sum of the Interest Accrual Amounts for the Classes of Group II-A Certificates with respect to such Distribution Date. Group II-A Interest Percentage: As to any Distribution Date and any Class of Group II-A Certificates, the percentage calculated by dividing the Interest Accrual Amount of such Class (determined without regard to clause (ii) of the definition thereof) by the Group II-A Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount). Group II-A Interest Shortfall Amount: As to any Distribution Date and any Class of Group II-A Certificates, any amount by which the Interest Accrual Amount of such Class with respect to such Distribution Date exceeds the amount distributed in respect of such Class on such Distribution Date pursuant to Paragraph first Clause (B) of Section 4.01(a)(i). Group II-A Loss Denominator: As to any Determination Date, an amount equal to the Group II-A Non-PO Principal Balance. Group II-A Loss Percentage: As to any Determination Date and any Class of Group II-A Certificates, the percentage calculated by dividing the Principal Balance of such Class by the Group II-A Loss Denominator (determined without regard to any such Principal Balance of any Class of Group II-A Certificates not then outstanding), in each case determined as of the preceding Determination Date. Group II-A Non-PO Optimal Amount: As to any Distribution Date, the sum for such Distribution Date of (i) the Group II-A Interest Accrual Amount, (ii) the Aggregate Group II-A Unpaid Interest Shortfall and (iii) the Group II-A Non-PO Optimal Principal Amount. Group II-A Non-PO Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan that is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of: (i) the Group II-A Percentage of (A) the principal portion of the Monthly Payment due on the Due Date occurring in the month of such Distribution Date on such Mortgage Loan, less the principal portion of any Debt Service Reduction with respect to such Mortgage Loan; (ii) the Group II-A Prepayment Percentage of all Unscheduled Principal Receipts (other than Recoveries) that were received by a Servicer with respect to such Mortgage Loan during the Applicable Unscheduled Principal Receipt Period relating to such Distribution Date for each applicable type of Unscheduled Principal Receipt; (iii) the Group II-A Prepayment Percentage of the Scheduled Principal Balance of such Mortgage Loan which, during the one month period ending on the day preceding the Determination Date for such Distribution Date, was repurchased by the Seller pursuant to Sections 2.02 or 2.03; and (iv) the Group II-A Percentage of the excess of the unpaid principal balance of such Mortgage Loan substituted for a Mortgage Loan during the one month period ending on the day preceding the Determination Date for such Distribution Date over the unpaid principal balance of such Mortgage Loan, less the amount allocable to the principal portion of any unreimbursed Periodic Advances previously made by the applicable Servicer, the Master Servicer or the Trustee in respect of such Mortgage Loan; and (II) the Group II-A Prepayment Percentage of the Non-PO Recovery for Loan Group II for such Distribution Date. Group II-A Non-PO Principal Balance: As of any date, an amount equal to the Group II-A Principal Balance less the Principal Balance of the Class II-A-PO Component. Group II-A Non-PO Principal Distribution Amount: As to any Distribution Date, the aggregate amount distributed in respect of the Classes of Group II-A Certificates pursuant to Paragraph third Clause (B)(1) of Section 4.01(a)(i). Group II-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 Group II-A Non-PO Principal Balance (determined as of the Determination Date preceding such Distribution Date) by the Group II Pool Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to the Subordination Depletion Date, 100% or such lesser percentage which will cause the Group II-A Non-PO Principal Balance to decline to zero following the distribution made on such Distribution Date. Group II-A Prepayment Percentage: As to any Distribution Date to and including the Distribution Date in January 2007, 100%. As to any Distribution Date subsequent to January 2007 to and including the Distribution Date in January 2008, the Group II-A Percentage as of such Distribution Date plus 70% of the Group II Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2008 to and including the Distribution Date in January 2009, the Group II-A Percentage as of such Distribution Date plus 60% of the Group II Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2009 to and including the Distribution Date in January 2010, the Group II-A Percentage as of such Distribution Date plus 40% of the Group II Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2010 to and including the Distribution Date in January 2011, the Group II-A Percentage as of such Distribution Date plus 20% of the Group II Subordinated Percentage as of such Distribution Date. As to any Distribution Date subsequent to January 2011, the Group II-A Percentage as of such Distribution Date. The foregoing is subject to the following: (i) if the aggregate distribution to Holders of Group II-A Certificates on any Distribution Date of the Group II-A Prepayment Percentage provided above of Unscheduled Principal Receipts distributable on such Distribution Date would reduce the Group II-A Non-PO Principal Balance below zero, the Group II-A Prepayment Percentage for such Distribution Date shall be the percentage necessary to bring the Group II-A Non-PO Principal Balance to zero and thereafter the Group II-A Prepayment Percentage shall be zero and (ii) if the Aggregate Class A Percentage as of any Distribution Date is greater than the Original Aggregate Class A Percentage, the Group II-A Prepayment Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, with respect to any Distribution Date on which the following criteria are not met, the reduction of the Group II-A Prepayment Percentage described in the second through sixth sentences of this definition of Group II-A Prepayment Percentage shall not be applicable with respect to such Distribution Date. In such event, the Group II-A Prepayment Percentage for such Distribution Date will be determined in accordance with the applicable provision, as set forth in the first through fifth sentences above, which was actually used to determine the Group II-A Prepayment Percentage for the Distribution Date occurring in the January preceding such Distribution Date (it being understood that for the purposes of the determination of the Group II-A Prepayment Percentage for the current Distribution Date, the current Group II-A Percentage and Group II Subordinated Percentage shall be utilized). No reduction in either the Group I-A Prepayment Percentage or the Group II-A Prepayment Percentage referred to in the second through sixth sentences hereof or the definition of "Group I-A Prepayment Percentage" 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 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 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 February 2007 and January 2008 (2) 35% of the Class B Principal Balance if such Distribution Date occurs between and including February 2008 and January 2009, (3) 40% of the Original Class B Principal Balance if such Distribution Date occurs between and including February 2009 and January 2010, (4) 45% of the Class B Principal Balance if such Distribution Date occurs between and including February 2010 and January 2011, and (5) 50% of the Original Class B Principal Balance if such Distribution Date occurs during or after February 2011. With respect to any Distribution Date on which the Group II-A Prepayment Percentage is reduced below the Group II-A Prepayment Percentage for the prior Distribution Date, the Master Servicer shall certify to the 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. Group II-A Principal Balance: As of any date, an amount equal to the sum of the Principal Balances for the Class II-A-1 Certificates and the Class II-A-PO Component. Group II-A Shortfall Percentage: As to any Distribution Date and any Class of Group II-A Certificates, the percentage calculated by dividing the Class A Unpaid Interest Shortfall for such Class by the Aggregate Group II-A Unpaid Interest Shortfall, in each case determined as of the day preceding the applicable Distribution Date. Group A Non-PO Principal Balance: Any of the Group I-A Non-PO Principal Balance and Group II-A Non-PO Principal Balance. Holder: See "Certificateholder." Independent: When used with respect to any specified Person, such Person who (i) is in fact independent of the Seller, the Master Servicer and any Servicer, (ii) does not have any direct financial interest or any material indirect financial interest in the Seller or the Master Servicer or any Servicer or in an affiliate of either, and (iii) is not connected with the Seller, the Master Servicer or any Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Individual Class I-A-4 Certificate: A Class I-A-4 Certificate which evidences $1,000 Original Principal Balance. Insurance Policy: Any insurance or performance bond relating to a Mortgage Loan or the Mortgage Loans, including any hazard insurance, special hazard insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy bond or title insurance. Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance Policy covering a Mortgage Loan. Insured Expenses: Expenses covered by any Insurance Policy covering a Mortgage Loan. Insured Payment: The sum of (i) as of any Distribution Date, any Deficiency Amount and (ii) any Preference Amount. Interest Accrual Amount: As to any Distribution Date and any Class of Class A Certificates (other than the Class I-A-3, Class I-A-11 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 sum of (A) the Group I-A Interest Percentage or Group II-A Interest Percentage of such Class of the interest portion of any Realized Losses allocated to the Group I-A Certificates and the Premium Payment or to the Group II-A Certificates, as applicable, on or after the Subordination Depletion Date pursuant to Section 4.02(c) and (B) the Class A Interest Percentage of such Class of any Non-Supported Interest Shortfall or Relief Act Shortfall allocated to the Class A Certificates and the Premium Payment with respect to such Distribution Date. As to any Distribution Date and the Class I-A-3 Certificates, the Class I-A-3 Interest Accrual Amount. As to any Distribution Date and the Class I-A-11 Certificates, the Class I-A-11 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 any Non-Supported Interest Shortfall or Relief Act Shortfall allocated to the Class B Certificates with respect to such Distribution Date with respect to such Distribution Date. JPMorgan: J.P. Morgan Securities Inc., or its successor in interest. 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 4.10. 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 I-A-10 and Class I-A-11 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. Living Holder: Beneficial Holder of a Class I-A-4 Certificate other than a Deceased Holder. Loan Group I: The Group I Mortgage Loans. Loan Group II: The Group II Mortgage Loans. Loan Group: Any of Loan Group I or Loan Group II. Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of which is the principal balance of a particular Mortgage Loan at origination and the denominator of which is the lesser of (x) the appraised value of the related Mortgaged Property determined in the appraisal used by the originator at the time of origination of such Mortgage Loan, and (y) if the Mortgage is originated in connection with a sale of the Mortgaged Property, the sale price for such Mortgaged Property. Lower-Tier Distribution Amount: As defined in Section 4.01(a)(iii). 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: Wells Fargo Bank Minnesota, National Association, or its successor in interest. Master Servicing Fee: With respect to any Mortgage Loan and any Distribution Date, the fee payable monthly to the Master Servicer pursuant to Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the unpaid principal balance of such Mortgage Loan. Master Servicing Fee Rate: As set forth in Section 11.22. MBIA: MBIA Insurance Corporation, a New York-domiciled stock insurance company, or any successor thereto. MBIA Contact Person: The officer designated by the Master Servicer to provide information to MBIA pursuant to Section 4.08(g). The initial MBIA Contact Person is appointed in Section 11.23. MBIA Default: The existence and continuance of any of the following: (a) MBIA fails to make a payment required under the Policy in accordance with its terms; (b) MBIA (A) files any petition or commences any case or proceeding under any provision or similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes a general assignment for the benefit of its creditors, or (C) has an order for relief entered against it under the United States Bankruptcy Code or any similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or (c) a court of competent jurisdiction, the New York Department of Insurance or other competent regulatory authority enters a final and nonappealable order, judgment or decree (1) appointing a custodian, trustee, agent or receiver for MBIA or for all or any material portion of its property or (2) authorizing the taking of possession by a custodian, trustee, agent or receiver of MBIA (or the taking of possession of all or any material portion of the property of MBIA). 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 or with respect to the Cendant Servicing Agreement, the amount defined as "Compensating Interest". Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan) and any Due Date, the payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment for any Curtailments and Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule, other than for Deficient Valuations, by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period). Month End Interest: As defined in each Servicing Agreement. Moody's: Moody's Investors Service, Inc., or its successor in interest. Mortgage: The mortgage, deed of trust or other instrument creating a first lien on Mortgaged Property securing a Mortgage Note together with any Mortgage Loan Rider, if applicable. Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at which interest accrues on the unpaid principal balance thereof as set forth in the related Mortgage Note, which rate is as indicated on the Mortgage Loan Schedule. Mortgage Loan Purchase Agreement: The mortgage loan purchase agreement dated as of January 25, 2002 between WFHM, as seller, and the Seller, as purchaser. Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders to the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is a condominium unit or a unit in a planned unit development. Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the Trustee on the Closing Date as part of the Trust Estate and attached hereto as Exhibits F-1A, F-1B, F-2, F-3A and F-3B, which list may be amended following the Closing Date upon conveyance of a Substitute Mortgage Loan pursuant to Sections 2.02, 2.03 or 2.06 and which list shall set forth at a minimum the following information of the close of business on the Cut-Off Date (or, with respect to Substitute Mortgage Loans, as of the close of business on the day of substitution) as to each Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) the city, state and zip code of the Mortgaged Property; (iii) the type of property; (iv) the Mortgage Interest Rate; (v) the Net Mortgage Interest Rate; (vi) the Monthly Payment; (vii) the original number of months to maturity; (viii) the scheduled maturity date; (ix) the Cut-Off Date Principal Balance; (x) the Loan-to-Value Ratio at origination; (xi) whether such Mortgage Loan is a Subsidy Loan; (xii) whether such Mortgage Loan is covered by primary mortgage insurance; (xiii) the applicable Servicing Fee Rate; (xiv) the Master Servicing Fee Rate; (xv) Fixed Retained Yield 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 and 2.06, in each case as from time to time are included in the Trust Estate as identified in the Mortgage Loan Schedule. Mortgage Note: The note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan together with any related Mortgage Loan Riders, if applicable. Mortgaged Property: The property subject to a Mortgage, which may include Co-op Shares or residential long-term leases. Mortgagor: The obligor on a Mortgage Note. Net Liquidation Proceeds: As to any defaulted Mortgage Loan, Liquidation Proceeds net of Liquidation Expenses. Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.21 with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section 11.22 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular monthly computation of interest at such rate shall be based upon annual interest at such rate on the applicable amount divided by twelve. Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any related expenses of the Servicer. Non-permitted Foreign Holder: As defined in Section 5.02(d). Non-PO Fraction: With respect to any Group I or Group II Mortgage Loan, the lesser of (i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for such Mortgage Loan by 6.500%. Non-PO Recovery: As to any Distribution Date and each Loan Group, the amount of all Recoveries for Group I Mortgages Loans or Group II Mortgage Loans, as applicable, 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 delivered to the Trustee, in each case detailing the reasons for such determination. Non-Supported Interest Shortfall: With respect to any Distribution Date, the sum of (i) 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 and (ii) Curtailment Interest Shortfalls 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 Group I-A Certificates, the Premium Payment and Group II-A Certificates according to the percentage obtained by dividing the Group I-A Non-PO Principal Balance or Group II-A Non-PO Principal Balance, as applicable, by the Aggregate Non-PO Principal Balance and (b) the Class B Certificates according to the percentage obtained by dividing the Class B Principal Balance by the Aggregate Non-PO Principal Balance. Non-U.S. Person: As defined in Section 4.01(g). Notice of Nonpayment: The notice to be delivered by the Trustee to MBIA with respect to any date as to which a claim for an Insured Payment shall be made, which shall be in the form attached to the Policy. Officers' Certificate: With respect to any Person, a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant Secretaries of such Person (or, in the case of a Person which is not a corporation, signed by the person or persons having like responsibilities), and delivered to the Trustee. Opinion of Counsel: A written opinion of counsel, who may be outside or salaried counsel for the Seller, a Servicer or the Master Servicer, or any affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the Trustee if such opinion is to be delivered to the Trustee; provided, however, that with respect to REMIC matters, matters relating to the determination of Eligible Accounts or matters relating to transfers of Certificates, such counsel shall be Independent. Optimal Adjustment Event: With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or seventh sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of the proviso in the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance. Original Aggregate Class A Percentage: The Aggregate Class A Percentage as of the Cut-Off Date as set forth in Section 11.07(b). Original Aggregate Non-PO Principal Balance: The Aggregate Non-PO Principal Balance as of the Cut-Off Date, as set forth in Section 11.06. Original Aggregate Subordinate Percentage: The Aggregate Subordinate Percentage as of the Cut-Off Date, as set forth in Section 11.07(a). Original Group I Subordinated Principal Balance: The aggregate of the Group I Apportioned Principal Balances of the Class B Certificates as of the Cut-Off Date, as set forth in Section 11.09. Original Group II Subordinated Principal Balance: The aggregate of the Group II Apportioned Principal Balances of the Class B Certificates as of the Cut-Off Date, as set forth in Section 11.10. Original Group I-A Percentage: The Group I-A Percentage as of the Cut-Off Date, as set forth in Section 11.03. Original Group II-A Percentage: The Group II-A Percentage as of the Cut-Off Date, as set forth in Section 11.04. Original 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 11.08. Original Class B-1 Fractional Interest: As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-2 Principal Balance, the Original Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance. The Original Class B-1 Fractional Interest is specified in Section 11.12. Original Class B-2 Fractional Interest: As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional Interest is specified in Section 11.13. Original Class B-3 Fractional Interest: As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-4 Principal Balance, the Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance. The Original Class B-3 Fractional Interest is specified in Section 11.14. Original Class B-4 Fractional Interest: As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest is specified in Section 11.15. Original Class B-5 Fractional Interest: As to the first Distribution Date, the percentage obtained by dividing the Original Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance. The Original Class B-5 Fractional Interest is specified in Section 11.16. Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of the Cut-Off Date, as set forth in Section 11.11. Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of the Cut-Off Date, as set forth in Section 11.11. Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of the Cut-Off Date, as set forth in Section 11.11. Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of the Cut-Off Date, as set forth in Section 11.11. Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of the Cut-Off Date, as set forth in Section 11.11. Original Class B-6 Principal Balance: The Class B-6 Principal Balance as of the Cut-Off Date, as set forth in Section 11.11. Original Class I-A-3 Notional Amount: The Original Class I-A-3 Notional Amount, as set forth in Section 11.05(a). Original Class I-A-11 Notional Amount: The Original Class I-A-11 Notional Amount, as set forth in Section 11.05(b). 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 11.11. Other Servicer: Any of the Servicers other than WFHM. Other Servicer Mortgage Loan: Any of the Group I Mortgage Loans identified in Exhibit F-3A hereto and any of the Group II Mortgage Loans identified in Exhibit F-3B hereto, as such Exhibits 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. 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 the Class I-A-3, Class I-A-4 and Class I-A-11 Certificates) of a Class, the undivided percentage interest obtained by dividing the original principal balance of such Certificate by the Original Principal Balance of such Class of Class A Certificates. With respect to the Class I-A-3 Certificate, the undivided percentage interest obtained by dividing the original notional amount evidenced by such Certificate by the Original Class I-A-3 Notional Amount. With respect to the Class I-A-4 Certificates, the undivided percentage interest obtained by dividing the current principal balance of such Certificate by the Principal Balance of such Class of Class A Certificates. With respect to the Class I-A-11 Certificate, the undivided percentage interest obtained by dividing the original notional amount evidenced by such Certificate by the Original Class I-A-11 Notional Amount. 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. PO Recoveries: Either of the Class I-A-PO Recoveries or the Class II-A-PO Recoveries. Policy: The irrevocable MBIA Insurance Policy No. 37302, including any endorsements thereto, issued by MBIA with respect to the Class I-A-4 Certificates, in the form attached hereto as Exhibit N. Policy Payment Account: The account maintained pursuant to Section 4.08(b). Pool Balance (Non-PO Portion): Any of the Group I Pool Balance (Non-PO Portion) or Group II Pool Balance (Non-PO Portion). Pool Scheduled Principal Balance: The sum of the Group I Pool Scheduled Principal Balance and Group II Pool Scheduled Principal Balance. Preference Amount: Any amount previously distributed to a Class I-A-4 Certificateholder on the Class I-A-4 Certificates that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in accordance with a final nonappealable order of a court having competent jurisdiction. Premium Apportionment Percentage: As to any Distribution Date, the percentage calculated by dividing (a) the Premium Payment (determined without regard to clause (ii) of the definition thereof) by (b) the sum of (i) the Group I Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount) and (ii) the Premium Payment (determined without regard to clause (ii) of the definition thereof). Premium Group Percentage: As to any Distribution Date, the percentage calculated by dividing the Premium Payment (determined without regard to clause (ii) of the definition thereof) by the sum of (a) the Group I-A Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount) and (b) the Premium Payment (determined without regard to clause (ii) of the definition of Premium Payment). Premium Payment: As to any Distribution Date, (i) the product of (a) 1/12th of 0.060% and (b) the Principal Balance of the Class I-A-4 Certificates as of the Determination Date immediately preceding such Distribution Date minus (ii) the sum of (A) the Premium Group Percentage of the interest portion of any Realized Losses allocated to the Group I-A Certificates and the Premium Payment on or after the Subordination Depletion Date pursuant to Section 4.02(c) and (B) the Premium Percentage of any Non-Supported Interest Shortfall or Relief Act Shortfall allocated to the Group I-A Certificates and the Premium Payment with respect to such Distribution Date. Premium Percentage: As to any Distribution Date, the percentage calculated by dividing the Premium Payment (determined without regard to clause (ii) of the definition thereof) by the sum of (a) the Group I-A Interest Accrual Amount, (b) the Group II-A Interest Accrual Amount and (c) the Premium Payment (determined, in each case, without regard to clause (ii) of the definition of each Interest Accrual Amount or the Premium Payment, as applicable). Premium Shortfall Amount: As to any Distribution Date, any amount by which the Premium Payment with respect to such Distribution Date exceeds the amount distributed to MBIA on such Distribution Date pursuant to Paragraph first of Section 4.01(a)(i). Premium Unpaid Shortfall: As to any Distribution Date, the amount, if any, by which the aggregate of the Premium Shortfall Amounts for prior Distribution Dates is in excess of the amounts distributed to MBIA on prior Distribution Dates pursuant to Paragraph second of Section 4.01(a)(i). 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 of a Group (other than the Class I-A-3 and Class I-A-11 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 all amounts previously distributed in respect of such Class on prior Distribution Dates (i) pursuant to Paragraph third Clauses (A)(1) and (B)(1) of Section 4.01(a)(i), as applicable, and from the Rounding Account, (ii) pursuant to Clause (iii) of Section 4.01(b), (iii) as a result of a Principal Adjustment and (iv), if applicable, from the Accrual Distribution Amounts for such prior Distribution Dates. After the Subordination Depletion Date, each such Principal Balance will also be reduced (if clause (i) is greater than clause (ii)) or increased (if clause (i) is less than clause (ii)) on each Determination Date by an amount equal to the product of the Group I-A Loss Percentage or Group II-A Loss Percentage, as applicable, of such Class and the difference, if any, between (i) the Group I Non-PO Principal Balance or Group II Non-PO Principal Balance, as applicable, as of such Determination Date without regard to this sentence and (ii) the difference between (A) the Group I Adjusted Pool Amount or Group II Adjusted Pool Amount, as applicable, for the preceding Distribution Date and (B) the Group I Adjusted Pool Amount (PO Portion) or Group II Adjusted Pool Amount (PO Portion), as applicable, for the preceding Distribution Date; provided, however, that the amount of any such reduction for the Class I-A-9 Certificates will be decreased by the Class I-A-12 Loss Allocation Amount. After the Subordination Depletion Date, the Principal Balance for the Class I-A-12 Certificates will additionally be reduced by the Class I-A-12 Loss Allocation Amount. The Class I-A-3 and Class I-A-11 Certificates are interest only Certificates and have no Principal Balance. As of any subsequent Determination Date prior to the Subordination Depletion Date and as to the Class I-A-PO and Class II-A-PO Components, the Original Principal Balance of such Component less the sum of all amounts previously distributed in respect of the Class A-PO Certificates with respect to such Class A-PO Component on prior Distribution Dates pursuant to Paragraphs third Clauses (A)(2) and (B)(2), as applicable, and fourth Clause (A) and (B), as applicable, of Section 4.01(a)(i). After the Subordination Depletion Date, the Group I Adjusted Pool Amount (PO Portion) or Group II Adjusted Pool Amount (PO Portion), as applicable, for the preceding Distribution Date. The Principal Balance of the Class A-PO Certificates will equal the sum of the Principal Balances of the Class A-PO Components. 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 Clauses (A)(1) or (B)(1) of Section 4.01(a)(i), Paragraph third Clauses (A)(2) or (B)(2) of Section 4.01(a)(i), or Paragraphs third, sixth, ninth, twelfth, fifteenth or eighteenth of Section 4.01(a)(ii). Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is received in advance of its Due Date and is not accompanied by an amount representing scheduled interest for any period subsequent to the date of prepayment. Prior Month Receipt Period: With respect to each Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. Priority Amount: For any Distribution Date, the lesser of (i) the Principal Balance of the Class I-A-9 and Class I-A-12 Certificates and (ii) the sum of (A) the product of (1) the Priority Percentage, (2) the Shift Percentage and (3) the sum of the Group I Scheduled Principal Amount and the Group I Unscheduled Principal Amount. Priority Percentage: The sum of the Principal Balances of the Class I-A-9 and Class I-A-12 Certificates divided by the Group I Aggregate Non-PO Principal Balance. 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 January 22, 2002, 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 (other than the Class I-A-R and Class I-A-LR Certificates) are S&P and Moody's. The Rating Agency for the Class I-A-R, Class I-A-LR, 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 A-1 in the case of S&P, P-1 in the case of Moody's 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 S&P and Aaa in the case of Moody's, 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 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. Relief Act Shortfall: Any interest shortfalls arising as a result of the reduction in the amount of monthly interest payments on any Mortgage Loans as a result of the application of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended. Any Relief Act Shortfall will be allocated to (a) the Group I-A Certificates, the Premium Payment and Group II-A Certificates according to the percentage obtained by dividing the Group I-A Non-PO Principal Balance or Group II-A Non-PO Principal Balance, as applicable, by the Aggregate Non-PO Principal Balance and (b) the Class B Certificates according to the percentage obtained by dividing the Class B Principal Balance by the Aggregate Non-PO Principal Balance. REMIC: A "real estate mortgage investment conduit" as defined in Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate. The Reserve Fund, the Policy and the Policy Payment Account are not part of either REMIC. REMIC Provisions: Provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department of the Treasury temporary, proposed or final regulations promulgated thereunder, as the foregoing are in effect (or with respect to proposed regulations, are proposed to be in effect) from time to time. Remittance Date: As defined in each of the Servicing Agreements. REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as to which the indebtedness evidenced by the related Mortgage Note is discharged and the related Mortgaged Property is held as part of the Trust Estate. REO Proceeds: Proceeds received in respect of any REO Mortgage Loan (including, without limitation, proceeds from the rental of the related Mortgaged Property). Request for Release: A request for release in substantially the form attached as Exhibit G hereto. Reserve Fund: The separate non-interest bearing trust account established with the Trustee and maintained by the Trustee pursuant to Section 4.06 for the benefit of the Class I-A-4 Certificateholders and MBIA. The Reserve Fund shall be an Eligible Account. Reserve Withdrawal: With respect to any Distribution Date, the lesser of (a) the amount on deposit in the Reserve Fund and (b) the amount of Non-Supported Interest Shortfalls allocated to the Class I-A-4 Certificates and the Premium Payment. Responsible Officer: When used with respect to the Trustee, the Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee of the Board of Directors or Trustees, the President, the Chairman of the Committee on Trust Matters, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any Assistant Controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. Rounding Account: The special account established with the Trustee and maintained by the Trustee pursuant to Section 4.07(e). The Rounding Account shall be an Eligible Account. Rounding Amount: With respect to any Distribution Date, the amount, if any, required to be withdrawn from the Rounding Account pursuant to Section 4.07(e). Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as amended. S&P: Standard and Poor's, a division of The McGraw Hill Companies, Inc., or its successor in interest. Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date, the principal balance of such Mortgage Loan as of the Due Date in the month preceding the month of such Distribution Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any bankruptcy (other than Deficient Valuations) or similar proceeding or any moratorium or similar waiver or grace period) after giving effect to (A) Unscheduled Principal Receipts received or applied by the applicable Servicer during the related Unscheduled Principal Receipt Period for each applicable type of Unscheduled Principal Receipt related to the Distribution Date occurring in the month preceding such Distribution Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance of a Mortgage Loan which becomes a Liquidated Loan at any time through the last day of such related Unscheduled Principal Receipt Period shall be zero. Seller: Wells Fargo Asset Securities Corporation, or its successor in interest. Servicer Mortgage Loan File: As defined in each of the Servicing Agreements. Servicers: Each of WFHM, First Nationwide Mortgage Corporation, The Huntington Mortgage Company, Hibernia National Bank and HomeSide Lending, Inc., as Servicer under the related Servicing Agreement. Servicing Agreements: Each of the Servicing Agreements executed with respect to a portion of the Mortgage Loans by one of the Servicers, which agreements are attached hereto, collectively, as Exhibit L. Servicing Fee: With respect to any Servicer, as defined in its Servicing Agreement. Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in Section 11.21. Servicing Officer: Any officer of a Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans. Shift Percentage: As to any Distribution Date, the percentage indicated below: Distribution Date Occurring In Shift ------------------------------ Percentage ---------- February 2002 through January 2007............................ 0% February 2007 through January 2008............................. 30% February 2008 through January 2009............................. 40% February 2009 through January 2010............................. 60% February 2010 through January 2011............................. 80% February 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 11.20. Startup Day: As defined in Section 2.05. Subordination Depletion Date: The Distribution Date preceding the first Distribution Date on which each of the Group I-A Percentage and Group II-A Percentage (in each case, 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. Surety Bond: The Surety Bond, as defined in the Cendant Servicing Agreement. 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, all of the Seller's right, title and interest in the Reserve Fund, the Rounding Account, the Policy Payment Account and the rights of the Trustee under the Policy. Trustee: First Union National Bank, a national banking association with its principal office located in Charlotte, North Carolina, or any successor trustee appointed as herein provided. Type 1 Mortgage Loan: Any of the Group I Mortgage Loans identified in Exhibit F-1A hereto and any of the Group II Mortgage Loans identified in Exhibit F-1B hereto, as such Exhibits 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 Group I Mortgage Loans identified in Exhibit F-2, 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 I-A-L1 Interest, the Class I-A-L3 Interest, the Class I-A-L5 Interest, the Class I-A-L10 Interest, the Class A-LPO Interest, the Class I-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 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 I-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 I-A-3 and Class I-A-11 Certificates will be each 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 Group I-A Principal Balance, the Group II-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. For so long as no MBIA Default has occurred and is continuing, MBIA shall be entitled to exercise on behalf of the Holders of the Class I-A-4 Certificates the Voting Interest of such Class unless MBIA has consented in writing to the exercise of such Voting Interests by such Holders. Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a rate per annum equal to the average, expressed as a percentage of the Net Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage Loans as of the Due Date in the month preceding the month of such Distribution Date, weighted on the basis of the respective Scheduled Principal Balances of such Mortgage Loans. WFHM: Wells Fargo Home Mortgage, Inc., or its successor in interest. WFHM Correspondents: The entities listed on the Mortgage Loan Schedule, from which WFHM purchased the Mortgage Loans. WFHM Servicing Agreement: The Servicing Agreement providing for the servicing of the 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, MBIA, 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. ---------------------- (a) Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder and the Holders of the Certificates and MBIA any benefit or any legal or equitable right, power, remedy or claim under this Agreement. (b) For so long as no MBIA Default has occurred and is continuing, MBIA shall be a third party beneficiary to this Agreement to the extent of its rights hereunder and the rights of the Holders of the Class I-A-4 Certificates. 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 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 and the Trustee for the benefit of Certificateholders that, as of the date of execution of this Agreement: (i) The Master Servicer is a national banking association duly chartered and validly existing in good standing under the laws of the United States; (ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's corporate charter or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Seller, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would affect its performance hereunder; and (v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Owner Mortgage Loan Files to the Trustee or the Custodian. (b) The Seller hereby represents and warrants to the Trustee for the benefit of Certificateholders that, as of the date of execution of this Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the case may be: (i) The information set forth in the Mortgage Loan Schedule was true and correct in all material respects at the date or dates respecting which such information is furnished as specified in the Mortgage Loan Schedule; (ii) Immediately prior to the transfer and assignment contemplated herein, the Seller was the sole owner and holder of the Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature and has full right and authority to sell and assign the same; (iii) The Mortgage is a valid, subsisting and enforceable first lien on the property therein described, and the Mortgaged Property is free and clear of all encumbrances and liens having priority over the first lien of the Mortgage except for liens for real estate taxes and special assessments not yet due and payable and liens or interests arising under or as a result of any federal, state or local law, regulation or ordinance relating to hazardous wastes or hazardous substances, and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute or homeowners association fees; and if the Mortgaged Property consists of shares of a cooperative housing corporation, any lien for amounts due to the cooperative housing corporation for unpaid assessments or charges or any lien of any assignment of rents or maintenance expenses secured by the real property owned by the cooperative housing corporation; and any security agreement, chattel mortgage or equivalent document related to, and delivered to the Trustee or to the Custodian with, any Mortgage establishes in the Seller a valid and subsisting first lien on the property described therein and the Seller has full right to sell and assign the same to the Trustee; (iv) Neither the Seller nor any prior holder of the Mortgage or the related Mortgage Note has modified the Mortgage or the related Mortgage Note in any material respect, satisfied, canceled or subordinated the Mortgage in whole or in part, released the Mortgaged Property in whole or in part from the lien of the Mortgage, or executed any instrument of release, cancellation, modification or satisfaction, except in each case as is reflected in an agreement delivered to the Trustee or the Custodian pursuant to Section 2.01; (v) All taxes, governmental assessments, insurance premiums, and water, sewer and municipal charges, which previously became due and owing have been paid, or an escrow of funds has been established, to the extent permitted by law, in an amount sufficient to pay for every such item which remains unpaid; and the Seller has not advanced funds, or received any advance of funds by a party other than the Mortgagor, directly or indirectly (except pursuant to any Subsidy Loan arrangement) for the payment of any amount required by the Mortgage, except for interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever is later, to the day which precedes by thirty days the first Due Date under the related Mortgage Note; (vi) The Mortgaged Property is undamaged by water, fire, earthquake, earth movement other than earthquake, windstorm, flood, tornado or similar casualty (excluding casualty from the presence of hazardous wastes or hazardous substances, as to which the Seller makes no representations), so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended and to the best of the Seller's knowledge, there is no proceeding pending or threatened for the total or partial condemnation of the Mortgaged Property; (vii) The Mortgaged Property is free and clear of all mechanics' and materialmen's liens or liens in the nature thereof; provided, however, that this warranty shall be deemed not to have been made at the time of the initial issuance of the Certificates if a title policy affording, in substance, the same protection afforded by this warranty is furnished to the Trustee by the Seller; (viii)Except for Mortgage Loans secured by Co-op Shares and Mortgage Loans secured by residential long-term leases, the Mortgaged Property consists of a fee simple estate in real property; all of the improvements which are included for the purpose of determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property and no improvements on adjoining properties encroach upon the Mortgaged Property (unless insured against under the related title insurance policy); and to the best of the Seller's knowledge, the Mortgaged Property and all improvements thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances; (ix) The Mortgage Loan meets, or is exempt from, applicable state or federal laws, regulations and other requirements, pertaining to usury, and the Mortgage Loan is not usurious; (x) To the best of the Seller's knowledge, all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including, but not limited to, certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities; (xi) All payments required to be made up to the Due Date immediately preceding the Cut-Off Date for such Mortgage Loan under the terms of the related Mortgage Note have been made and no Mortgage Loan had more than one delinquency in the 12 months preceding the Cut-Off Date; (xii) The Mortgage Note, the related Mortgage and other agreements executed in connection therewith are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); and, to the best of the Seller's knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note and Mortgage has been duly and properly executed by the Mortgagor; (xiii)Any and all requirements of any federal, state or local law with respect to the origination of the Mortgage Loans including, without limitation, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loans have been complied with; (xiv) The proceeds of the Mortgage Loans have been fully disbursed, there is no requirement for future advances thereunder and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with (except for escrow funds for exterior items which could not be completed due to weather and escrow funds for the completion of swimming pools); and all costs, fees and expenses incurred in making, closing or recording the Mortgage Loan have been paid, except recording fees with respect to Mortgages not recorded as of the Closing Date; (xv) The Mortgage Loan (except any Mortgage Loan secured by a Mortgaged Property located in any jurisdiction, as to which an opinion of counsel of the type customarily rendered in such jurisdiction in lieu of title insurance is instead received) is covered by an American Land Title Association mortgagee title insurance policy or other generally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac insuring the originator, its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (B) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the Mortgaged Property is located or specifically referred to in the appraisal performed in connection with the origination of the related Mortgage Loan, (C) liens created pursuant to any federal, state or local law, regulation or ordinance affording liens for the costs of clean-up of hazardous substances or hazardous wastes or for other environmental protection purposes and (D) such other matters to which like properties are commonly subject which do not individually, or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage; the Seller is the sole insured of such mortgagee title insurance policy, the assignment to the Trustee of the Seller's interest in such mortgagee title insurance policy does not require any consent of or notification to the insurer which has not been obtained or made, such mortgagee title insurance policy is in full force and effect and will be in full force and effect and inure to the benefit of the Trustee, no claims have been made under such mortgagee title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such mortgagee title insurance policy; (xvi) The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards as are covered under a standard extended coverage endorsement, in an amount which is not less than the lesser of 100% of the insurable value of the Mortgaged Property and the outstanding principal balance of the Mortgage Loan, but in no event less than the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis; if the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project; if upon origination of the Mortgage Loan, the improvements on the Mortgaged Property were in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (A) the outstanding principal balance of the Mortgage Loan, (B) the full insurable value of the Mortgaged Property and (C) the maximum amount of insurance which was available under the National Flood Insurance Act of 1968, as amended; and each Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense; (xvii)To the best of the Seller's knowledge, there is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; the Seller has not waived any default, breach, violation or event of acceleration; and no foreclosure action is currently threatened or has been commenced with respect to the Mortgage Loan; (xviii) No Mortgage Note or Mortgage is subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note or Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject it to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (xix) Each Mortgage Note is payable in monthly payments, resulting in complete amortization of the Mortgage Loan over a term of not more than 360 months; (xx) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including realization by judicial foreclosure (subject to any limitation arising from any bankruptcy, insolvency or other law for the relief of debtors), and there is no homestead or other exemption available to the Mortgagor which would interfere with such right of foreclosure; (xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor in any state or federal bankruptcy or insolvency proceeding; (xxii)Each Mortgaged Property is located in the United States and consists of a one- to four-unit residential property, which may include a detached home, townhouse, condominium unit or a unit in a planned unit development or, in the case of Mortgage Loans secured by Co-op Shares, leases or occupancy agreements; (xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code; (xxiv)With respect to each Mortgage where a lost note affidavit has been delivered to the Trustee in place of the related Mortgage Note, the related Mortgage Note is no longer in existence; (xxv) In the event that the Mortgagor is an inter vivos "living" trust, (i) such trust is in compliance with Fannie Mae or Freddie Mac standards for inter vivos trusts and (ii) holding title to the Mortgaged Property in such trust will not diminish any rights as a creditor including the right to full title to the Mortgaged Property in the event foreclosure proceedings are initiated; and (xxvi)If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in rent other than pre-established increases set forth in the lease; (4) the original term of such lease is not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice. Notwithstanding the foregoing, no representations or warranties are made by the Seller as to the environmental condition of any Mortgaged Property; the absence, presence or effect of hazardous wastes or hazardous substances on any Mortgaged Property; any casualty resulting from the presence or effect of hazardous wastes or hazardous substances on, near or emanating from any Mortgaged Property; the impact on Certificateholders of any environmental condition or presence of any hazardous substance on or near any Mortgaged Property; or the compliance of any Mortgaged Property with any environmental laws, nor is any agent, person or entity otherwise affiliated with the Seller authorized or able to make any such representation, warranty or assumption of liability relative to any Mortgaged Property. In addition, no representations or warranties are made by the Seller with respect to the absence or effect of fraud in the origination of any Mortgage Loan. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Owner Mortgage Loan Files to the Trustee and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. (c) Upon discovery by either the Seller, the Master Servicer, the Trustee or the Custodian that any of the representations and warranties made in subsection (b) above is not accurate (referred to herein as a "breach") and, except for a breach of the representation and warranty set forth in subsection (b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a Mortgage Loan being greater, by $5,000 or greater, than the Cut-Off Date Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule, that such breach materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 60 days of the earlier of its discovery or its receipt of notice of any such breach, the Seller shall cure such breach in all material respects or shall either (i) repurchase the Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to (A) 100% of the unpaid principal balance of such Mortgage Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such Mortgage Loan through the last day of the month in which such repurchase took place or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for such Mortgage Loan in the manner described in Section 2.02. The purchase price of any repurchase described in this paragraph and the Substitution Principal Amount, if any, plus accrued interest thereon and the other amounts referred to in Section 2.02, shall be deposited in the Certificate Account. It is understood and agreed that the obligation of the Seller to repurchase or substitute for any Mortgage Loan or property as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders, and such obligation shall survive until termination of the Trust Estate hereunder. SECTION 2.04 EXECUTION AND DELIVERY OF CERTIFICATES. --------------------------------------- The Trustee acknowledges (i) the assignment to it of the Mortgage Loans and (ii) the issuance of and hereby declares that it holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and Certificateholders. The Trustee acknowledges the delivery of the Owner Mortgage Loan Files to it, and, concurrently with such delivery has executed and delivered to or upon the order of the Seller, in exchange for the Mortgage Loans 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 I-A-R and Class I-A-LR Certificates) and the Classes of Class B Certificates as classes of "regular interests" and the Class I-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 I-A-L1 Interest, Class I-A-L3 Interest, Class I-A-L5 Interest, Class I-A-L10 Interest, Class A-LPO Interest, Class I-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 I-A-LR Certificate as the single class of "residual interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of the regular interests in the REMIC is February 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 Group I or Group II 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, MBIA 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 or any amounts received pursuant to the Surety Bond and shall, in addition, deposit into the Certificate Account the following amounts, in the case of amounts specified in clause (i), not later than the Distribution Date on which such amounts are required to be distributed to Certificateholders and, in the case of the amounts specified in clause (ii), not later than the Business Day next following the day of receipt and posting by the Master Servicer: (i) Periodic Advances pursuant to Section 3.03(a) made by the Master Servicer or the Trustee, if any and any amounts deemed received by the Master Servicer pursuant to Section 3.01(d); and (ii) in the case of any Mortgage Loan that is repurchased by the Seller pursuant to Sections 2.02, 2.03 or 3.08 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 Fannie Mae monthly accounting report for its Guaranteed Mortgage Pass-Through Program with appropriate additions and changes, and shall also include information as to the aggregate unpaid principal balance of all of the Mortgage Loans as of the close of business as of the last day of the calendar month immediately preceding such Distribution Date. Copies of such statement shall be provided by the Trustee to any Certificateholder upon written request, provided such statement is delivered, or caused to be delivered, by the Master Servicer to the Trustee. (b) The Master Servicer shall deliver to the Trustee on or before April 30 of each year, a certificate signed by an officer of the Master Servicer, certifying that (i) such officer has reviewed the activities of the Master Servicer during the preceding calendar year or portion thereof and its performance under this agreement and (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has performed and fulfilled its duties, responsibilities and obligations under this agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such officer and the nature and status thereof, and, (iii) (A) the Master Servicer has received from each Servicer any financial statements, officer's certificates, accountant's statements or other information required to be provided to the Master Servicer pursuant to the related Servicing Agreement and (B) to the best of such officer's knowledge, based on a review of the information provided to the Master Servicer by each Servicer as described in (iii)(A) above, each Servicer has performed and fulfilled its duties, responsibilities and obligations under the related Servicing Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such officer and the nature and status thereof. Copies of such officers' certificate shall be provided by the Trustee to any Certificateholder upon written request provided such certificate is delivered, or caused to be delivered, by the Master Servicer to the Trustee. SECTION 3.06 TITLE, MANAGEMENT AND DISPOSITION OF ANY REO MORTGAGE LOAN. ----------------------------------------------------- The Master Servicer shall ensure that each REO Mortgage Loan is administered by the related Servicer at all times so that it qualifies as "foreclosure property" under the REMIC Provisions and that it does not earn any "net income from foreclosure property" which is subject to tax under the REMIC Provisions. In the event that a Servicer is unable to dispose of any REO Mortgage Loan within the period mandated by each of the Servicing Agreements, the Master Servicer shall monitor such Servicer to verify that such REO Mortgage Loan is auctioned to the highest bidder within the period so specified. In the event of any such sale of 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 that (including the obligation to maintain an Errors and Omissions Policy and Fidelity Bond) are to be observed or performed by the Servicer under its respective Servicing Agreement. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices and with the Trustee's 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 the 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) (without, in the case of the Class I-A-4 Certificates, giving effect to the guaranty provided by MBIA) 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, MBIA 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) On each Distribution Date, the Group I Pool Distribution Amount and the Group II Pool Distribution Amount will be applied in the following amounts, to the extent the Group I Pool Distribution Amount and the Group II Pool Distribution Amount are sufficient therefor, in the manner and in the order of priority as follows, subject to adjustment in accordance with Section 4.01(b)(iii) below: (i) with respect to the Group I-A Certificates and Group II-A Certificates, from the Group I Pool Distribution Amount and Group II Pool Distribution Amount, respectively, as follows: first, (A) to the Classes of Group I-A Certificates and MBIA, pro rata, based upon their respective Interest Accrual Amounts and the Premium Payment, respectively, in an aggregate amount up to the sum of the Group I-A Interest Accrual Amount and the Premium Payment with respect to such Distribution Date; provided that prior to the Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of interest to the Accrual Certificates pursuant to this provision will instead be distributed in reduction of the Principal Balances of certain Classes of Group I-A Certificates, in each case in accordance with Section 4.01(b); or (B) to the Classes of Group II-A Certificates, pro rata, based upon their respective Interest Accrual Amounts, in an aggregate amount up to the Group II-A Interest Accrual Amount with respect to such Distribution Date; second, (A) to the Classes of Group I-A Certificates and MBIA, pro rata, based upon their respective Class A Unpaid Interest Shortfalls and Premium Unpaid Shortfall, respectively, in an aggregate amount up to the sum of the Aggregate Group I-A Unpaid Interest Shortfall and the Premium Unpaid Shortfall; provided that prior to the Accretion Termination Date, an amount equal to the amount that would otherwise be distributable in respect of unpaid interest shortfalls to the Accrual Certificates pursuant to this provision will instead be distributed in reduction of the Principal Balances of certain Classes of Group I-A Certificates, in each case in accordance with Section 4.01(b); or (B) to the Classes of Group II-A Certificates, pro rata, based upon their respective Class A Unpaid Interest Shortfalls, in an aggregate amount up to the Aggregate Group II-A Unpaid Interest Shortfall; third, (A) concurrently, to the Group I-A Certificates (other than the Class A-PO Certificates with respect to the Class I-A-PO Component) and the Class I-A-PO Component, pro rata, based on their respective Group I-A Non-PO Optimal Principal Amount and Class I-A-PO Optimal Principal Amount, (1) to the Classes of Group I-A Certificates (other than the Class A-PO Certificates with respect to the Class I-A-PO Component), in an aggregate amount up to the Group I-A Non-PO Optimal Principal Amount, such distribution to be allocated among such Classes in accordance with Section 4.01(b)(i) or Section 4.01(c), as applicable, and (2) to the Class A-PO Certificates with respect to the Class I-A-PO Component in an amount up to the Class I-A-PO Optimal Principal Amount; or (B) concurrently, to the Group II-A Certificates (other than the Class A-PO Certificates with respect to the Class II-A-PO Component) and the Class II-A-PO Component, pro rata, based on their respective Group II-A Non-PO Optimal Principal Amount and Class II-A-PO Optimal Principal Amount, (1) to the Classes of Group II-A Certificates (other than the Class A-PO Certificates with respect to the Class II-A-PO Component), in an aggregate amount up to the Group II-A Non-PO Optimal Principal Amount, such distribution to be allocated among such Classes in accordance with Section 4.01(b)(ii) or Section 4.01(c), as applicable, and (2) to the Class II-A-PO Component in an amount up to the Class II-A-PO Optimal Principal Amount; fourth, (A) to the Class A-PO Certificates with respect to the Class I-A-PO Component in an amount up to the Class A-PO Deferred Amount for such Component from amounts otherwise distributable (without regard to this Clause (i) Paragraph fourth) first to the Class B-6 Certificates pursuant to Clause (ii) Paragraph eighteenth, below, second to the Class B-5 Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third to the Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below, fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth below, and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph third below; or (B) to the Class A-PO Certificates with respect to the Class II-A-PO Component in an amount up to the Class A-PO Deferred Amount for such Component from amounts otherwise distributable (without regard to this Clause (i) Paragraph fourth) first to the Class B-6 Certificates pursuant to Clause (ii) Paragraph eighteenth, below, second to the Class B-5 Certificates pursuant to Clause (ii) Paragraph fifteenth, below, third to the Class B-4 Certificates pursuant to Clause (ii) Paragraph twelfth, below, fourth to the Class B-3 Certificates pursuant to Clause (ii) Paragraph ninth, below, fifth to the Class B-2 Certificates pursuant to Clause (ii) Paragraph sixth below, and sixth to the Class B-1 Certificates pursuant to Clause (ii) Paragraph third below; provided, however, to the extent necessary to reduce the Class A-PO Deferred Amounts to zero, any amounts otherwise distributable to a Class of Class B Certificates will be allocated pro rata between the Class A-PO Deferred Amounts for such Components; and (ii) to the Class B Certificates, from the Group I Pool Distribution Amount and Group II Pool Distribution Amount, subject to Section 4.01(b)(iii), as follows: first, to the Class B-1 Certificates in an amount up to the Interest Accrual Amount for the Class B-1 Certificates with respect to such Distribution Date; second, to the Class B-1 Certificates in an amount up to the Class B-1 Unpaid Interest Shortfall; third, to the Class B-1 Certificates in an amount up to the Class B-1 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-1 Certificates pursuant to this Clause (ii) Paragraph third will be reduced by the amount, if any, that would have been distributable to the Class B-1 Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in Clause (i) Paragraph fourth above; fourth, to the Class B-2 Certificates in an amount up to the Interest Accrual Amount for the Class B-2 Certificates with respect to such Distribution Date; fifth, to the Class B-2 Certificates in an amount up to the Class B-2 Unpaid Interest Shortfall; sixth, to the Class B-2 Certificates in an amount up to the Class B-2 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-2 Certificates pursuant to this Clause (ii) Paragraph sixth will be reduced by the amount, if any, that would have been distributable to the Class B-2 Certificates hereunder used to pay the Class A-PO Deferred Amounts as provided in Clause (i) Paragraph fourth above; seventh, to the Class B-3 Certificates in an amount up to the Interest Accrual Amount for the Class B-3 Certificates with respect to such Distribution Date; eighth, to the Class B-3 Certificates in an amount up to the Class B-3 Unpaid Interest Shortfall; ninth, to the Class B-3 Certificates in an amount up to the Class B-3 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-3 Certificates pursuant to this Clause (ii) Paragraph ninth will be reduced by the amount, if any, that would have been distributable to the Class B-3 Certificates hereunder used to pay the Class A-PO Deferred Amounts as provided in Clause (i) Paragraph fourth above; tenth, to the Class B-4 Certificates in an amount up to the Interest Accrual Amount for the Class B-4 Certificates with respect to such Distribution Date; eleventh, to the Class B-4 Certificates in an amount up to the Class B-4 Unpaid Interest Shortfall; twelfth, to the Class B-4 Certificates in an amount up to the Class B-4 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-4 Certificates pursuant to this Clause (ii) Paragraph twelfth will be reduced by the amount, if any, that would have been distributable to the Class B-4 Certificates hereunder used to pay the Class A-PO Deferred Amounts as provided in Clause (i) Paragraph fourth above; thirteenth, to the Class B-5 Certificates in an amount up to the Interest Accrual Amount for the Class B-5 Certificates with respect to such Distribution Date; fourteenth, to the Class B-5 Certificates in an amount up to the Class B-5 Unpaid Interest Shortfall; fifteenth, to the Class B-5 Certificates in an amount up to the Class B-5 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-5 Certificates pursuant to this Clause (ii) Paragraph fifteenth will be reduced by the amount, if any, that would have been distributable to the Class B-5 Certificates hereunder used to pay the Class A-PO Deferred Amounts as provided in Clause (i) Paragraph fourth above; sixteenth, to the Class B-6 Certificates in an amount up to the Interest Accrual Amount for the Class B-6 Certificates with respect to such Distribution Date; seventeenth, to the Class B-6 Certificates in an amount up to the Class B-6 Unpaid Interest Shortfall; eighteenth, to the Class B-6 Certificates in an amount up to the Class B-6 Optimal Principal Amount; provided, however, that the amount distributable to the Class B-6 Certificates pursuant to this Clause (ii) Paragraph eighteenth will be reduced by the amount, if any, that would have been distributable to the Class B-6 Certificates hereunder used to pay the Class A-PO Deferred Amounts as provided in Clause (i) Paragraph fourth above; and nineteenth, to the Holder of the Class I-A-R Certificate, any amounts remaining in the Upper-Tier Certificate Account, and to the Holder of the Class I-A-LR Certificate, any amounts remaining in the Payment Account. Notwithstanding the foregoing, after the Principal Balance or notional amount of any Class (other than the Class I-A-R and Class I-A-LR Certificates) has been reduced to zero, such Class will be entitled to no further distributions of principal or interest (including, without limitation, any Unpaid Interest Shortfalls). In addition, MBIA will not be entitled to its Premium Payments and Premium Unpaid Shortfalls after the Principal Balance of the Class I-A-4 Certificates has been reduced to zero. With respect to any Distribution Date, the amount of the Principal Adjustment, if any, attributable to any Class of Class B Certificates will be allocated to the Classes of Class A Certificates (other than the Class A-PO Certificates) and any Class of Class B Certificates with a lower numerical designation pro rata based on their outstanding Principal Balances. (iii) Distributions on the Uncertificated Lower-Tier Interests. On each Distribution Date, each Uncertificated Lower-Tier Interest shall receive distributions in respect of principal in an amount equal to the amount of principal distributed to its respective Corresponding Upper-Tier Class, Classes or Components as provided herein. 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, Classes or Components, in each case to the extent actually distributed (or, in the case of a Class of Accrual Certificates, added to their Principal Balance) 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 I-A-L1 Interest and Class I-A-LUR Interest shall be 6.500% per annum. The pass-through rate with respect to the Class I-A-L3 Interest shall be 6.440% per annum. The pass-through rate with respect to the Class I-A-L10 Interest shall be 8.500% per annum. The pass-through rate with respect to the 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 equal to the Class B Pass-Through Rate. The Class A-PLO Interest are principal-only interest and is not entitled to distributions of interest. Any Non-Supported Interest Shortfalls and Relief Act Shortfalls will be allocated to each Uncertificated Lower-Tier Interest in the same relative proportions as interest is allocated to such Uncertificated Lower-Tier Interest. (b) (i) Group I-A Certificates The Class I-A-3 and Class I-A-11 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 for the Class I-A-8 Certificates, the Accrual Distribution Amount will be distributed sequentially to the Class I-A-6, Class I-A-7 and Class I-A-8 Certificates. II. On each Distribution Date occurring prior to the Subordination Depletion Date, the Class A Non-PO Principal Amount for the Group I-A Certificates will be allocated among and distributed in reduction of the Principal Balances of the Group I-A Certificates, sequentially, as follows: first, concurrently, to the Class I-A-R and Class I-A-LR Certificates, pro rata; second, concurrently, to the Class I-A-9 and Class I-A-12 Certificates, pro rata, up to the Priority Amount for such Distribution Date; third, concurrently, as follows: (i) 50.0000000000%, sequentially, as follows: (a) for each Distribution Date on or after February 2005, to the Class I-A-4 Certificates, up to $20,000 for such Distribution Date; and (b) sequentially, to the Class I-A-1, Class I-A-2 and Class I-A-4 Certificates; and (ii) 50.0000000000%, sequentially, as follows: (a) concurrently, to the Class I-A-5 and Class I-A-10 Certificates, pro rata; and (b) sequentially, to the Class I-A-6, Class I-A-7 and Class I-A-8 Certificates; and fourth, concurrently, to the Class I-A-9 and Class I-A-12 Certificates, pro rata. (ii) Group II-A Certificates On each Distribution Date prior to the Subordination Depletion Date, the Class A Non-PO Principal Distribution Amount for the Group II-A Certificates will be distributed to the Class II-A-1 Certificates until the Principal Balance thereof has been reduced to zero. (iii) Notwithstanding the foregoing, (X) on any Distribution Date occurring prior to the Subordination Depletion Date but on or after the date on which the Principal Balances of the Group I-A Certificates or the Principal Balances of the Group II-A Certificates have been reduced to zero and on which (a) the Aggregate Subordinate Percentage for such Distribution Date is less than 3.00% or (b) the average outstanding principal balance of the Mortgage Loans delinquent 60 days or more over the preceding six months as a percentage of the Class B Principal Balance is greater than or equal to 100%, the remaining Group of Class A Certificates (other than the Class A-PO Certificates) will be entitled to receive as principal, in addition to any principal payments described in Section 4.01(a) above, in accordance with the priorities set forth in Section 4.01(b)(i) or (ii) above and until the aggregate Principal Balance of each such Group of Class A Certificates has been reduced to zero, amounts otherwise distributable (without regard to this Clause (iii)) first to the Class B-6 Certificates pursuant to Paragraph eighteenth of 4.01(a)(ii) above, second to the Class B-5 Certificates pursuant to Paragraph fifteenth of 4.01(a)(ii) above, third to the Class B-4 Certificates pursuant to Paragraph twelfth of 4.01(a)(ii) above, fourth to the Class B-3 Certificates pursuant to Paragraph ninth of 4.01(a)(ii) above, fifth to the Class B-2 Certificates pursuant to Paragraph sixth of 4.01(a)(ii) above and sixth to the Class B-1 Certificates pursuant to Paragraph third of 4.01(a)(ii) above but in each case only up to the applicable Apportioned Class B Principal Distribution Amount for such Class of Class B Certificates and (Y) if on any Distribution Date the Group I-A Non-PO Principal Balance or Group II-A Non-PO Principal Balance (after giving effect to all distributions on such Distribution Date) is greater than the Group I-A Pool Balance (Non-PO Portion) or Group II-A Pool Balance (Non-PO Portion), respectively (the Group I-A Certificates or Group II-A Certificates, as applicable, in such instance, the "Undercollateralized Group"), the Class A Certificates of the Undercollateralized Group and, with respect to Group I, MBIA will be entitled to receive first in respect of any Class A Unpaid Interest Shortfalls or any Premium Shortfall therefor (including any Group I Interest Shortfall Amount, Premium Shortfall Amount or Group II Interest Shortfall Amount, as applicable, arising on such Distribution Date) and second as principal, in addition to any principal payments described in Section 4.01(a)(i) above, in accordance with the priorities set forth in Section 4.01(b)(i) or (ii) above and until the aggregate Principal Balance of the Class A Certificates (other than the Class A-PO Certificates) of the Undercollateralized Group equals the Group I Pool Balance (Non-PO Portion) or Group II Pool Balance (Non-PO Portion), as applicable (such amount, the "Undercollateralized Amount"), all amounts otherwise distributable (without regard to this Clause (iii)) first to the Class B-6 Certificates pursuant to Paragraph eighteenth of 4.01(a)(ii) above, second to the Class B-5 Certificates pursuant to Paragraph fifteenth of 4.01(a)(ii) above, third to the Class B-4 Certificates pursuant to Paragraph twelfth of 4.01(a)(ii) above, fourth to the Class B-3 Certificates pursuant to Paragraph ninth of 4.01(a)(ii) above, fifth to the Class B-2 Certificates pursuant to Paragraph sixth of 4.01(a)(ii) above and sixth to the Class B-1 Certificates pursuant to Paragraph third of 4.01(a)(ii) above (less any amounts used to pay any Class A-PO Deferred Amounts). (c) Notwithstanding the foregoing, on each Distribution Date occurring on or subsequent to the Subordination Depletion Date, (x) the Group I-A Non-PO Principal Distribution Amount shall be distributed among the Classes of Group I-A Certificates, and (y) the Group II-A Non-PO Principal Distribution Amount shall be distributed among the Classes of Group II-A Certificates pro rata in accordance with their outstanding Principal Balances without regard to either the proportions or the priorities set forth in Section 4.01(b)(i) and (ii). (d) (i) For purposes of determining whether the Classes of Class B Certificates are eligible to receive distributions of principal with respect to any Distribution Date, the following tests shall apply: (A) if the Current Class B-1 Fractional Interest is less than the Original Class B-1 Fractional Interest and the Class B-1 Principal Balance is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall not be eligible to receive distributions of principal; or (B) if the Current Class B-2 Fractional Interest is less than the Original Class B-2 Fractional Interest and the Class B-2 Principal Balance is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall not be eligible to receive distributions of principal; or (C) if the Current Class B-3 Fractional Interest is less than the Original Class B-3 Fractional Interest and the Class B-3 Principal Balance is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates shall not be eligible to receive distributions of principal; or (D) if the Current Class B-4 Fractional Interest is less than the Original Class B-4 Fractional Interest and the Class B-4 Principal Balance is greater than zero, the Class B-5 and Class B-6 Certificates shall not be eligible to receive distributions of principal; or (E) if the Current Class B-5 Fractional Interest is less than the Original Class B-5 Fractional Interest and the Class B-5 Principal Balance is greater than zero, the Class B-6 Certificates shall not be eligible to receive distributions of principal. (ii) Notwithstanding the foregoing, if on any Distribution Date the aggregate distributions to Holders of the Classes of Class B Certificates entitled to receive distributions of principal would reduce the Principal Balances of the Classes of Class B Certificates entitled to receive distributions of principal below zero, first the Group I Class B Prepayment Percentage and Group II Class B Prepayment Percentage of any affected Class of Class B Certificates for such Distribution Date beginning with the affected Class with the lowest numerical Class designation and then, if necessary, the Group I Class B Percentage and Group II 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 Group I Subordinated Prepayment Percentage and Group II Subordinated Prepayment Percentages and Group I Subordinated Percentage and Group II Subordinated Percentage in such computations the difference between (A) the Group I Subordinated Prepayment Percentage or Group II Subordinated Prepayment Percentage or Group I Subordinated Percentage or Group II Subordinated Percentage, as the case may be, and (B) the percentages determined in accordance with the preceding sentence necessary to bring the Principal Balances of the affected Classes of Class B Certificates to zero; provided, however, that if the Principal Balances of all the Classes of Class B Certificates eligible to receive distributions of principal shall be reduced to zero on such Distribution Date, the Group I Class B Prepayment Percentage, Group II Class B Prepayment Percentage, Group I Class B Percentage and Group II Class B Percentage of the Class of Class B Certificates with the lowest numerical Class designation which would otherwise be ineligible to receive distributions of principal in accordance with this Section shall equal the remainder of the Group I Subordinated Prepayment Percentage and Group II Subordinated Prepayment Percentage for such Distribution Date minus the sum of the Group I Class B Prepayment Percentages and Group II Class B Prepayment Percentages of the Classes of Class B Certificates having lower numerical Class designations, if any, and the remainder of the Group I Subordinated Percentage and Group II Subordinated Percentage for such Distribution Date minus the sum of the Group I Class B Percentages and Group II Class B Percentages of the Classes of Class B Certificates having lower numerical Class designations, if any, respectively. Any entitlement of any Class of Class B Certificates to principal payments solely pursuant to this clause (ii) shall not cause such Class to be regarded as being eligible to receive principal distributions for the purpose of applying the definition of its Group I Class B Percentage, Group II Class B Percentage, Group I Class B Prepayment Percentage or Group II 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 I-A-LR Certificateholder (other than as provided in Section 9.01 respecting the final distribution to Certificateholders) by check mailed to such Holder at the address of such Holder appearing in the Certificate Register, the Group I-A Distribution Amount with respect to the Class I-A-LR Certificate and all other amounts distributable to the Class I-A-LR Certificate. The 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 I-A-LR Certificateholder) on the preceding Record Date (other than as provided in Section 9.01 respecting the final distribution to Certificateholders or in the last paragraph of this Section 4.01(f) respecting the final distribution in respect of any Class) either in immediately available funds by wire transfer to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder holds Certificates having a Denomination at least equal to that specified in Section 11.19, and has so notified the Master Servicer or, if applicable, the Paying Agent at least seven Business Days prior to the Distribution Date or, if such Holder holds Certificates having, in the aggregate, a Denomination less than the requisite minimum Denomination or if such Holder holds the Class I-A-R Certificate or has not so notified the Paying Agent, by check mailed to such Holder at the address of such Holder appearing in the Certificate Register, such Holder's share of the Group I-A Distribution Amount or Group II-A Distribution Amount, as applicable, with respect to each Class of Class A Certificates (other than the Class I-A-4 Certificates) and the Class B Distribution Amount with respect to each Class of Class B Certificates and, in the case of the Class I-A-4 Certificates, as provided in Section 4.07. In the event that, on any Distribution Date prior to the Final Distribution Date, the Principal Balance of any Class of Class A Certificates (other than the Class I-A-3, Class I-A-11, Class I-A-R or Class I-A-LR Certificate) or the Principal Balance of any Class of Class B Certificates would be reduce to zero, or in the case of the Class I-A-3 and Class I-A-11 Certificates, the Class I-A-3 Notional Amount and the Class I-A-11 Notional Amount, respectfully, 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 and MBIA in the case of the Class I-A-4 Certificates 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) occurring with respect to Group I Mortgage Loans and Group II Mortgage Loans will be allocated as follows: first, to the Class B-6 Certificates until the Class B-6 Principal Balance has been reduced to zero; second, to the Class B-5 Certificates until the Class B-5 Principal Balance has been reduced to zero; third, to the Class B-4 Certificates until the Class B-4 Principal Balance has been reduced to zero; fourth, to the Class B-3 Certificates until the Class B-3 Principal Balance has been reduced to zero; fifth, to the Class B-2 Certificates until the Class B-2 Principal Balance has been reduced to zero; sixth, to the Class B-1 Certificates until the Class B-1 Principal Balance has been reduced to zero; and seventh, (i) with respect to such losses occurring with respect to Group I Mortgage Loans, concurrently, to the Group I-A Certificates and Class I-A-PO Component, pro rata, based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively; and (ii) with respect to such losses occurring with respect to Group II Mortgage Loans, concurrently, to the Group II-A Certificates and Class II-A-PO Component, pro rata, based on the Non-PO Fraction and the PO Fraction of such Mortgage Loans, respectively. This allocation of Realized Losses will be effected through the reduction of the applicable Class's or Component's Principal Balance. (b) Any Realized Losses allocated to a Class of Class A Certificates or Class B Certificates pursuant to Section 4.02(a) shall be allocated among the Certificates of such Class based on their Percentage Interests. (c) After the Class B Principal Balance has been reduced to zero, the interest portion of Realized Losses occurring with respect to any Group I Mortgage Loan or Group II Mortgage Loan will be allocated among the outstanding Classes of Group I-A and Group II-A Certificates, respectively, based upon their Group I-A and Group II-A Interest Percentages. (d) 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. (e) 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. (f) 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; REPORT TO THE TRUSTEE, MBIA AND THE SELLER. ----------------------------------------------- Concurrently with each distribution pursuant to Section 4.01(f), the Master Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of such statement from the Master Servicer), shall forward or cause to be forwarded by mail to each Holder of a Certificate, the Seller and MBIA a statement setting forth: (i) the amount of such distribution to Holders of each class of Class A Certificates allocable to principal, separately identifying the aggregate amount of any Unscheduled Principal Receipts included therein; (ii) (a) the amount of such distribution to Holders of each Class of Class A Certificates allocable to interest, (b) the amount of the Current Group I-A Interest Distribution Amount allocated to each Class of Group I-A Certificates and Current Group II-A Interest Distribution Amount allocated to each Class of Group II-A Certificates, (c) any Group I Interest Shortfall Amounts or Group II 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 amount of any Relief Act Shortfalls 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 amount of any Relief Act Shortfalls 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 Group I Mortgage Loans and Group II Mortgage Loans outstanding as of the preceding Determination Date; (vii) the Group I-A Principal Balance, the Group II-A Principal Balance, the Principal Balance of each Class of Class A Certificates, the Principal Balance of each Class A-PO Component, the Class B Principal Balance and the Principal Balance of each Class of Class B Certificates as of the following Determination Date after giving effect to the distributions of principal made, and the principal portion of Realized Losses, if any, allocated with respect to such Distribution Date; (viii)the Group I Adjusted Pool Amount, the Group II Adjusted Pool Amount, the Group I Adjusted Pool Amount (PO Portion), the Group II Adjusted Pool Amount (PO Portion), the Group I Pool Scheduled Principal Balance of the Group I Mortgage Loans for such Distribution Date, the Group II Pool Scheduled Principal Balance of the Group II Mortgage Loans for such Distribution Date, the aggregate Scheduled Principal Balance of the Group I Discount Mortgage Loans for such Distribution Date and the aggregate Scheduled Principal Balance of the Discount Mortgage Loans for such Distribution Date; (ix) the aggregate Scheduled Principal Balances of the Group I Mortgage Loans and Group II Mortgage Loans serviced by WFHM and, collectively, by the Other Servicers as of such Distribution Date; (x) the Group I-A Percentage and Group II-A Percentage for such Distribution Date; (xi) the Group I-A Prepayment Percentage and Group II-A Prepayment Percentage for such Distribution Date; (xii) the Group I Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Percentages; and Group II 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 Group I Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Prepayment Percentages: and Group II 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 Group I Mortgage Loans and Group II Mortgage Loans delinquent (a) one month, (b) two months and (c) three months or more; (xv) the number and aggregate principal balances of the Group I Mortgage Loans and Group II Mortgage Loans in foreclosure as of the preceding Determination Date; (xvi) the book value of any real estate with respect to Group I Mortgage Loans or Group II Mortgage Loans acquired through foreclosure or grant of a deed in lieu of foreclosure; (xvii)the principal and interest portions of Realized Losses with respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as of such Distribution Date; (xviii) 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; (xix) the amount by which the Principal Balance of each Class of Class B Certificates has been reduced as a result of Realized Losses with respect to Group I Mortgage Loans and Group II Mortgage Loans allocated as of such Distribution Date; (xx) the unpaid principal balance of any Group I Mortgage Loan or Group II Mortgage Loan as to which the Servicer of such Mortgage Loan has determined not to foreclose because it believes the related Mortgaged Property may be contaminated with or affected by hazardous wastes or hazardous substances; (xxi) 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; (xxii) in the case of the Class I-A-3 Certificates, the Class I-A-3 Notional Amount, if any; (xxiii) in the case of the Class I-A-11 Certificates, the Class I-A-11 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 Amounts, if any; and (xxvi) the amount of PMI Advances made by a Servicer, if any with respect to each Loan Group; (xxvii) in the case of the Class I-A-4 Certificates, (a) the Deficiency Amount, if any, for such Distribution Date and (b) amounts, if any in respect of the Deficiency Amount paid under the Policy; (xxviii) in the case of the Class I-A-4 Certificates, the amount remaining in the Reserve Fund after taking into account the Reserve Withdrawal for such Distribution Date, the Reserve Withdrawal, if any, for such Distribution Date and the amount of Reserve Withdrawal allocated to the Class I-A-4 Certificates; (xxix)in the case of the Class I-A-4 Certificates, the Rounding Amount, if any, for such Distribution Date and the amount applied to repay the Rounding Amount withdrawn for such Class on the prior Distribution Date; and (xxx) 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 I-A-R and Class I-A-LR Certificates) with a $1,000 Denomination, and as a dollar amount per Class I-A-R and Class I-A-LR Certificates with a $50 Denomination. Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon request, 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 Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer of the Trustee 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 Group I-A Distribution Amount or Group II-A Distribution Amount, as applicable, with respect to each Class of Class A Certificates and the Class B Distribution Amount with respect to each Class of Class B Certificates. Upon receipt of any such statement, the Trustee shall promptly forward a copy of such statement to MBIA. 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 Paying Agent 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 which information shall be provided on a timely basis to the Paying Agent by the Master Servicer. SECTION 4.05 REPORTS TO MORTGAGORS AND THE INTERNAL REVENUE SERVICE. ------------------------------------------------------- The Master Servicer shall, in each year beginning after the Cut-Off Date, make the reports of foreclosures and abandonments of any Mortgaged Property as required by Code Section 6050J. In order to facilitate this reporting process, the Master Servicer shall request that each Servicer, on or before January 15th of each year, shall provide to the Internal Revenue Service, with copies to the Master Servicer, reports relating to each instance occurring during the previous calendar year in which such Servicer (i) on behalf of the Trustee acquires an interest in a Mortgaged Property through foreclosure or other comparable conversion in full or partial satisfaction of a Mortgage Loan serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been abandoned. Reports from the Servicers shall be in form and substance sufficient to meet the reporting requirements imposed by Code Section 6050J. In addition, each Servicer shall provide the Master Servicer with sufficient information to allow the Master Servicer to, for each year ending after the Cut-Off Date, provide, or cause to be provided, to the Internal Revenue Service and the Mortgagors such information as is required under Code Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation of indebtedness). SECTION 4.06 RESERVE FUND ------------ (a) A separate Reserve Fund shall be established on the Closing Date for the Class I-A-4 Certificates and the Premium Payment. The Reserve Fund shall be maintained by the Trustee in accordance with this Section 4.06. At the time the Reserve Fund is established, the Seller shall cause to be deposited into the Reserve Fund the amount of $5,000. With respect to each Distribution Date, the applicable Reserve Withdrawal shall be withdrawn by the Trustee from the amount on deposit in the Reserve Fund in accordance with this Section 4.06 and distributed on such Distribution Date between the Holders of the Class I-A-4 Certificates and MBIA, pro rata, based on the amount of Non-Supported Interest Shortfall allocated to the Class I-A-4 Certificates and the Premium Payment. Any amount distributed to the Class I-A-4 Certificates shall be for such Distribution Date allocated among such Certificates, pro rata, based upon Percentage Interest. Notwithstanding anything herein to the contrary, on the Distribution Date on which the Class A Principal Balance of the Class I-A-4 Certificates has been reduced to zero, any funds then on deposit in the Reserve Fund shall be distributed to JPMorgan at the address provided by it to the Trustee. (b) The Reserve Fund will be an "outside reserve fund" under the REMIC Provisions that is beneficially owned for federal income tax purposes by Credit Suisse, which shall report all income, gain, deduction or loss with respect thereto, and will not be an asset of either REMIC. SECTION 4.07 DISTRIBUTIONS IN REDUCTION OF THE CLASS I-A-4 CERTIFICATES. --------------------------------------------- Distributions in reduction of the Principal Balance of the Class I-A-4 Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Class and at the request of Living Holders of such Class or by mandatory distributions by random lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (f) below. (a) On each Distribution Date on which distributions in reduction of the Principal Balance of the Class I-A-4 Certificates are made, such distributions will be made with respect to such Class in the following priority: (ii) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate principal balance for such Class of $100,000 per request; and (iii) any request by a Living Holder, but not exceeding an aggregate principal balance for such Class of $10,000 per request. Thereafter, distributions will be made, with respect to such Class, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions for such Class made by the Beneficial Owners of the Class I-A-4 Certificates until all such requests have been honored. For each such sequence of priorities described above, requests for distributions in reduction of the principal balance of Class I-A-4 Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Clearing Agency and requests for distributions in reduction of the principal balance of Class I-A-4 Certificates presented by Living Holders in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Clearing Agency after all requests with respect to such Class presented in accordance with clause (i) have been honored. All requests for distributions in reduction of the principal balance of the Class I-A-4 Certificates will be accepted in accordance with the provisions set forth in Section 4.07(c). All requests for distributions in reduction of the principal balance of Class I-A-4 Certificates with respect to any Distribution Date must be received by the Clearing Agency and forwarded to, and received by, the Trustee no later than the close of business on the related Record Date. Requests for distributions which are received by the Clearing Agency and forwarded to, and received by, the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the principal balance of Class I-A-4 Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until each such request is accepted or is withdrawn as provided in Section 4.07(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Beneficial Owner of the related Class I-A-4 Certificate, all in accordance with the procedures of the Clearing Agency and the Trustee. Upon the transfer of beneficial ownership of any Class I-A-4 Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee of notification of such withdrawal in the manner required by the Clearing Agency under its APUT System. Distributions in reduction of the Principal Balance of the Class I-A-4 Certificates will be applied, in the aggregate with respect to such Class, in an amount equal to the Class A Non-PO Principal Distribution Amount allocable to such Class pursuant to Section 4.01(b) plus any amounts distributable to the Class I-A-4 Certificates as a payment under the Policy of a Class I-A-4 Principal Loss Amount minus amounts to repay any funds withdrawn from the Rounding Account for such Class for the prior Distribution Date, plus any amounts available for distribution from the Rounding Account for such Class established as provided in Section 4.07(e), provided that the aggregate distribution in reduction of the Principal Balance of such Class on any Distribution Date is made in an integral multiple of $1,000. To the extent that the portion of the Class A Non-PO Principal Distribution Amount allocable to distributions in reduction of the Principal Balance of the Class I-A-4 Certificates on any Distribution Date plus any amounts distributable to the Class I-A-4 Certificates as a payment under the Policy of a Class I-A-4 Principal Loss Amount (minus amounts to repay any funds withdrawn from the Rounding Account for such Class on the prior Distribution Date and plus any amounts required to be distributed from the Rounding Account for such Class pursuant to Section 4.07(e)) exceeds the aggregate principal balance of Class I-A-4 Certificates with respect to which distribution requests, as set forth above, have been received, distributions in reduction of the Principal Balance of the Class I-A-4 Certificates will be made by mandatory distribution pursuant to Section 4.07(d). (b) A Class I-A-4 Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 4.07 if the death of the Beneficial Owner thereof is deemed to have occurred. Class I-A-4 Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Beneficial Owner, and the Class I-A-4 Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the principal balance of such Class thereof, subject to the limitations stated above. Class I-A-4 Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Beneficial Owners of a number of Individual Class I-A-4 Certificates greater than the number of Individual Class I-A-4 Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Beneficial Owner of the Class I-A-4 Certificates owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Class I-A-4 Certificates will be deemed to be the death of the Beneficial Owner of such Class I-A-4 Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a Trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Beneficial interests shall include the power to sell, transfer or otherwise dispose of a Class I-A-4 Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the principal balance of the Class I-A-4 Certificates payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Beneficial Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 4.07(c) in establishing the eligibility of any Beneficial Owner to receive the priority accorded Deceased Holders in Section 4.07(a). (c) Requests for distributions in reduction of the principal balance of Class I-A-4 Certificates must be made by delivering a written request therefor to the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains the account evidencing such Beneficial Owner's interest in Class I-A-4 Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Trustee under separate cover. The Clearing Agency Participant should in turn make the request of the Clearing Agency (or, in the case of a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant of such request, which Clearing Agency Participant should make the request of the Clearing Agency) in the manner required under the rules and regulations of the Clearing Agency's APUT System and provided to the Clearing Agency Participant. Upon receipt of such request, the Clearing Agency will date and time stamp such request and forward such request to the Trustee. The Clearing Agency may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. The Trustee shall not be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Clearing Agency, a Clearing Agency Participant or any Clearing Agency Indirect Participant. The Trustee shall maintain a list of those Clearing Agency Participants representing the appropriate Beneficial Owners of Class I-A-4 Certificates that have submitted requests for distributions in reduction of the principal balance of Certificates of such Class, together with the order of receipt and the amounts of such requests. The Clearing Agency will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the appropriate Clearing Agency Participants as to which requests should be honored on each Distribution Date. Requests shall be honored by the Clearing Agency in accordance with the procedures, and subject to the priorities and limitations, described in this Section 4.07. The exact procedures to be followed by the Trustee and the Clearing Agency for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Clearing Agency, as the case may be. The decisions of the Trustee and the Clearing Agency concerning such matters will be final and binding on all affected persons. Individual Class I-A-4 Certificates which have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from MBIA or otherwise with respect to interest on such Certificates after such last day of the month. Any Beneficial Owner of a Class I-A-4 Certificate which has requested a distribution may withdraw its request by so notifying in writing the Clearing Agency Participant or Clearing Agency Indirect Participant that maintains such Beneficial Owner's account. In the event that such account is maintained by a Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant must notify the related Clearing Agency Participant which in turn must forward the withdrawal of such request, on a form required by the Clearing Agency, to the Trustee. If such notice of withdrawal of a request for distribution has not been received by the Clearing Agency and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Principal Balance of Class I-A-4 Certificates on such Distribution Date. In the event any requests for distributions in reduction of the principal balance of Class I-A-4 Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 4.07, the Trustee shall return such request to the appropriate Clearing Agency Participant with a copy to the Clearing Agency with an explanation as to the reason for such rejection. (d) To the extent, if any, that distributions in reduction of the Principal Balance of Class I-A-4 Certificates on a Distribution Date exceed the outstanding principal balances of Certificates of such Class with respect to which distribution requests have been received by the related Record Date, as provided in Section 4.07(a) above, distributions in reduction of the Principal Balance of the Class I-A-4 Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Class I-A-4 Certificates will be made by random lot in accordance with the then-applicable random lot procedures of the Clearing Agency, the Clearing Agency Participants and the Clearing Agency Indirect Participants representing the Beneficial Owners; provided however, that, if after the distribution in reduction of the Principal Balance of the Class I-A-4 Certificates on the next succeeding Distribution Date on which mandatory distributions are to be made, the principal balance of Class I-A-4 Certificates would not be reduced to zero, the Individual Class I-A-4 Certificates to which such distributions will be applied shall be selected by the Clearing Agency from those Class I-A-4 Certificates not otherwise receiving distributions in reduction of the principal balance on such Distribution Date. The Trustee shall notify the Clearing Agency of the aggregate amount of the mandatory distribution in reduction of the Principal Balance of the Class I-A-4 Certificates to be made on the next Distribution Date. The Clearing Agency shall then allocate such aggregate amount among its Clearing Agency Participants on a random lot basis. Each Clearing Agency Participant and, in turn, each Clearing Agency Indirect Participant will then select, in accordance with its own random lot procedures, Individual Class I-A-4 Certificates from among those held in its accounts to receive mandatory distributions in reduction of the principal balance of the Certificates of such Class, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Clearing Agency Participant by the Clearing Agency and to such Clearing Agency Indirect Participant by its related Clearing Agency Participant, as the case may be. Clearing Agency Participants and Clearing Agency Indirect Participants which hold Class I-A-4 Certificates selected for mandatory distributions in reduction of the principal balance are required to provide notice of such mandatory distributions to the affected Beneficial Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the principal balance of Class I-A-4 Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the Letter of Representations dated the Business Day immediately preceding the Closing Date among the Seller, the Trustee and the Clearing Agency. (e) On the Closing Date, the Rounding Account shall be established with the Trustee and the Seller shall cause to be initially deposited with the Trustee a $999.99 deposit for the Rounding Account. On each Distribution Date on which a distribution is made in reduction of the principal balance of the Class I-A-4 Certificates, funds on deposit in the Rounding Account shall be available to be applied to round upward to an integral multiple of $1,000 the aggregate distribution in reduction of the Class A Principal Balance to be made on the Class I-A-4 Certificates. Rounding of such distribution on the Class I-A-4 Certificates shall be accomplished, on the first such Distribution Date, by withdrawing from the Rounding Account the amount of funds, if any, needed to round the amount otherwise available for such distribution in reduction of the principal balance of the Class I-A-4 Certificates upward to the next integral multiple of $1,000. On each succeeding Distribution Date on which distributions in reduction of the principal balance of the Class I-A-4 Certificates are to be made, the aggregate amount of such distributions allocable to the Class I-A-4 Certificates shall be applied first to repay any funds withdrawn from the Rounding Account for such Class on the prior Distribution Date for which funds were withdrawn from such account for such Class, and then the remainder of such allocable amount, if any, shall be similarly rounded upward and applied as distributions in reduction of the principal balance of the Class I-A-4 Certificates; this process shall continue on succeeding Distribution Dates until the Class A Principal Balance of the Class I-A-4 Certificates has been reduced to zero. The funds in the Rounding Account shall be held in a non-interest bearing account and shall not be reinvested. Notwithstanding anything herein to the contrary, on the Distribution Date on which distributions in reduction of the Principal Balance of the Class I-A-4 Certificates will reduce the Principal Balance thereof to zero or in the event that distributions in reduction of the Principal Balance of the Class I-A-4 Certificates are made in accordance with the provisions set forth in Section 4.07(f), an amount equal to the difference between $1,000 and the sum then held in the Rounding Account shall be paid from the Pool Distribution Amount to the Rounding Account. Any funds then on deposit in such Rounding Account shall be distributed to the Holder of the Class A-LR Certificate. (f) Notwithstanding any provisions herein to the contrary, on each Distribution Date on and after MBIA's failure to make an Insured Payment, distributions in reduction of the Principal Balance of the Class I-A-4 Certificates (including amounts paid in respect of such losses under the Policy) will be made on a pro rata basis among the Holders of the Class I-A-4 Certificates and will not be made in integral multiples of $1,000 or pursuant to requested distributions or mandatory distributions by random lot. (g) In the event that the pro rata distributions described in section 4.07(f) cannot be made through the facilities of the Clearing Agency, the Class I-A-4 Certificates will be withdrawn from the facilities of the Clearing Agency and Definitive Certificates will be issued to replace such withdrawn Book-Entry Certificates pursuant to Section 5.07. An amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which pro rata distributions in reduction of the principal balance of the Class I-A-4 Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Class I-A-4 Certificates, with the provisions of this Section 4.07. SECTION 4.08 POLICY MATTERS. --------------- (a) If, on the third Business Day before any Distribution Date, the Trustee determines that there will be a Deficiency Amount for such Distribution Date, the Trustee shall determine the amount of such Deficiency Amount and shall give notice to MBIA by telephone or telecopy of the amount of such deficiency confirmed in writing by the Notice of Nonpayment by 12:00 noon, New York City time on such third Business Day. (b) At the time of the execution and delivery of this Agreement, the Trustee shall establish a separate special purpose trust account in the name of the Trustee for the benefit of Holders of the Class I-A-4 Certificates referred to herein as the "Policy Payment Account" over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall deposit any amounts paid under the Policy into the Policy Payment Account and distribute such amounts only for purposes of payment to Holders of the Class I-A-4 Certificates of the Insured Payment for which a claim was made and such amounts may not be applied to satisfy any costs, expenses or liabilities of the Trustee or the Trust Estate. Amounts paid under the Policy shall be disbursed by the Trustee to Holders of the Class I-A-4 Certificates in the same manner as distributions in reduction of the principal balance of and interest on the Certificates of such Class are made under Section 4.01(e). It shall not be necessary for such payments of the Insured Payment to be made by checks or wire transfers separate from the check or wire transfer used to pay distributions in reduction of the principal balance of and interest on the Class I-A-4 Certificates with funds available to make such distributions. However, the amount of any distribution to be paid from funds transferred from the Policy Payment Account shall be noted as provided in (c) below and in the statement to be furnished to Holders of the Class I-A-4 Certificates and MBIA pursuant to Section 4.04. Funds held in the Policy Payment Account shall not be invested by the Trustee. On any Distribution Date with respect to which a claim has been made under the Policy, the amount of any funds received by the Trustee as a result of the claim under the Policy to the extent necessary to make distributions on the Class I-A-4 Certificates equal to the Deficiency Amount on such Distribution Date shall be withdrawn from the Policy Payment Account and applied by the Trustee to the payment in full of the Deficiency Amount. Any funds deposited into the Policy Payment Account in respect of the Class I-A-4 Certificates that are remaining therein on the first Business Day following a Distribution Date after the Deficiency Amount has been made to the Certificateholders of such Class shall be remitted in immediately available funds to MBIA, pursuant to the instructions of MBIA, by the end of such Business Day. (c) The Trustee shall keep a complete and accurate record of the Class I-A-4 Interest Loss Amount, the Class I-A-4 Principal Loss Amount and any Non-Supported Interest Shortfall allocated to the Class I-A-4 Certificates once the Reserve Fund has been depleted, paid from moneys received under the Policy. MBIA shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. (d) In the event that the Trustee has received a certified copy of an order of the appropriate court that any distributions in reduction of the principal balance of or interest on a Class I-A-4 Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall so notify MBIA and shall comply with the provisions of the Policy to obtain payment by MBIA of such avoided distribution, and shall, at the time it provides notice to MBIA, notify, by mail to Holders of the Certificates of such Class that, in the event that any Holder's distribution is so recovered, such Holder will be entitled to payment pursuant to the terms of the Policy, a copy of which shall be made available by the Trustee and the Trustee shall furnish to MBIA its records evidencing the distributions in reduction of the principal balance of and interest (including any Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class I-A-4 Certificates, if any, which have been made by the Trustee and subsequently recovered from Holders, and the dates on which such distributions were made. Such payment under the Policy shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Class I-A-4 Certificateholder directly (unless such Certificateholder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Certificateholder upon proof of such payment reasonably satisfactory to MBIA). (e) The Trustee shall promptly notify MBIA of any proceeding or the institution of any action seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class I-A-4 Certificates as to which it has actual knowledge. Each Holder of a Class I-A-4 Certificate, by its purchase of such Certificates, and the Trustee agrees that MBIA (so long as no MBIA Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, MBIA shall be subrogated to the rights of the Trustee and each Holder in the conduct of any Preference Claim, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim. (f) The Trustee acknowledges, and each Holder of a Class I-A-4 Certificate by its acceptance of such Certificate agrees, that without the need for any further action on the part of MBIA or the Trustee, to the extent that MBIA makes payments directly or indirectly on account of principal or interest on any Class I-A-4 Certificate, MBIA shall be fully subrogated to all of the rights of such Certificateholders with respect to any and all amounts paid under the Policy. The Class I-A-4 Certificateholders by acceptance of such Certificates assign their rights as Holders of such Certificates to MBIA to the extent of MBIA's interest with respect to amounts paid under the Policy. Anything herein to the contrary notwithstanding, solely for purposes of determining MBIA's rights, as applicable, as subrogee for payments distributable pursuant to Section 4.01, any payment with respect to distributions to the Class I-A-4 Certificates which is made with funds received pursuant to the terms of the Policy, shall not be considered payment of the Class I-A-4 Certificates from the Trust Estate and shall not result in the distribution or the provision for the distribution in reduction of the Principal Balance of the Class I-A-4 Certificates except to the extent such payment has been reimbursed to MBIA pursuant to the terms hereof. (g) The Master Servicer shall designate an MBIA Contact Person who shall be available to MBIA to provide reasonable access to information regarding the Mortgage Loans. The initial MBIA Contact Person is appointed in Section 11.23. (h) The Trustee shall surrender the Policy to MBIA for cancellation upon reduction of the Principal Balance of the Class I-A-4 Certificates to zero. (i) All references herein to the ratings assigned to the Certificates and to the interests of any Certificateholders shall be without regard to the Policy. (j) For so long as there is no continuing default by MBIA under its obligations under the Policy, each Holder of a Class I-A-4 Certificate agrees that MBIA shall be entitled to exercise the voting, consent, directing and other control rights of the Holders of the Class I-A-4 Certificates without consent of such Holders and the Holders of the Class I-A-4 Certificates shall only exercise such rights with the prior written consent of MBIA. SECTION 4.09 CALCULATION OF AMOUNTS; BINDING EFFECT OF INTERPRETATIONS AND ACTIONS OF MASTER SERVICER. ----------------------------------------------- The Master Servicer will compute the amount of all distributions to be made on the Certificates and all losses to be allocated to the Certificates. In the event that the Master Servicer concludes that any ambiguity or uncertainty exists in any provisions of this Agreement relating to distributions to be made on the Certificates, the allocation of losses to the Certificates or otherwise, the interpretation of such provisions and any actions taken by the Master Servicer in good faith to implement such interpretation shall be binding upon Certificateholders. SECTION 4.10 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, 1.75%. 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 (704) 374-2117 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 I-A-R and Class I-A-LR Certificates, integral multiples of $1,000 in excess thereof (except, if necessary, for one Certificate of each Class (other than the Class I-A-R and Class I-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 of such Class, as the case may be), and shall be substantially in the respective forms set forth as Exhibits A-I-A-1, A-I-A-2, A-I-A-3, A-I-A-4, A-I-A-5, A-I-A-6, A-I-A-7, A-I-A-8, A-I-A-9, A-I-A-10, A-I-A-11, A-I-A-12, A-A-PO, A-I-A-R, A-I-A-LR, A-II-A-1, B-1, B-2, B-3, B-4, B-5, B-6 and C (reverse side of Certificates) hereto. On original issue the Certificates shall be executed and delivered by the Trustee to or upon the order of the Seller upon receipt by the Trustee or the Custodian of the documents specified in Section 2.01. The aggregate principal portion (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) with respect to the Class B Certificates only, if such transferee is an insurance company, (A) the source of funds used to purchase the Class B-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 Certificates are covered by Sections I and III of PTE 95-60 or (ii) in the case of any such Class B Certificate presented for registration in the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the 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 I-A-R or Class I-A-LR Certificate may be transferred directly or indirectly to a "disqualified organization" within the meaning of Code Section 860E(e)(5) or an agent of a disqualified organization (including a broker, nominee, or middleman), to a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual, corporation, partnership or other person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class I-A-R or Class I-A-LR Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the 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 I-A-R or Class I-A-LR Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class I-A-R or Class I-A-LR Certificate will not be disregarded for federal income tax purposes (any such person who is not covered by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be void and have no effect. The Trustee shall not execute, and shall not authenticate (or cause the Authenticating Agent to authenticate) and deliver, a new Class I-A-R or Class I-A-LR Certificate in connection with any such transfer to a disqualified organization or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the Trustee shall accept a surrender for transfer or registration of transfer, or register the transfer of, the Class I-A-R or Class I-A-LR Certificate, unless the transferor shall have provided to the 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 I-A-R or Class I-A-LR Certificate to disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such affidavit shall also contain the statement of the transferee that (i) the transferee has historically paid its debts as they have come due and intends to do so in the future, (ii) the transferee understands that it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the transferee intends to pay taxes associated with holding the residual interest as they become due and (iv) the transferee will not transfer the Class I-A-R or Class I-A-LR Certificate to any Person who does not provide an affidavit substantially in the form attached as Exhibit H hereto. The affidavit described in the preceding paragraph, if not executed in connection with the initial issuance of the Class I-A-R or Class I-A-LR Certificate, shall be accompanied by a written statement in the form attached as Exhibit I hereto, signed by the transferor, to the effect that as of the time of the transfer, the transferor has no actual knowledge that the transferee is a disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has no knowledge or reason to know that the statements made by the transferee with respect to clauses (i) and (iii) of the last sentence of the preceding paragraph are not true. The Class I-A-R and Class I-A-LR Certificates shall bear a legend referring to the foregoing restrictions contained in this paragraph and the preceding paragraph. Upon notice to the Master Servicer that any legal or beneficial interest in any portion of the Class I-A-R or Class I-A-LR Certificate has been transferred, directly or indirectly, to a disqualified organization or agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions, (i) such transferee shall be deemed to hold the Class I-A-R or Class I-A-LR Certificate in constructive trust for the last transferor who was not a disqualified organization or agent thereof, and such transferor shall be restored as the owner of the Class I-A-R or Class I-A-LR Certificate as completely as if such transfer had never occurred, provided that the Master Servicer may, but is not required to, recover any distributions made to such transferee with respect to the Class I-A-R or Class I-A-LR Certificate, and (ii) the Master Servicer agrees to furnish to the Internal Revenue Service and to any transferor of the Class I-A-R or Class I-A-LR Certificate or such agent (within 60 days of the request therefor by the transferor or agent) such information necessary to the application of Code Section 860E(e) as may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to the Class I-A-R or Class I-A-LR Certificate (or portion thereof) for periods after such transfer. At the election of the Master Servicer, the cost to the Master Servicer of computing and furnishing such information may be charged to the transferor or such agent referred to above; however, the Master Servicer shall in no event be excused from furnishing such information. SECTION 5.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. -------------------------------------------------- If (i) any mutilated Certificate is surrendered to the Trustee or the Authenticating Agent, or the Trustee or the Authenticating Agent (and MBIA in the case of the Class I-A-4 Certificates) 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 (and MBIA in the case of the Class I-A-4 Certificates) 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, MBIA, 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, MBIA, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the Seller, MBIA, the Master Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary. SECTION 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES. ----------------------------------------------- (a) If the Trustee is not acting as Certificate Registrar, the Certificate Registrar shall furnish or cause to be furnished to the Trustee, within 15 days after receipt by the Certificate Registrar of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Certificateholders of each Class as of the most recent Record Date. (b) If five or more Certificateholders (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days following the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If such a list is as of the date more than 90 days prior to the date of receipt of such applicants' request and the Trustee is not the Certificate Registrar, the Trustee shall promptly request from the Certificate Registrar a current list as provided in paragraph (a) hereof, and shall afford such applicants access to such list promptly upon receipt. (c) Every Certificateholder, by receiving and holding a Certificate, agrees with the Seller, the Master Servicer, the Certificate Registrar and the Trustee that neither the Seller, the Master Servicer, the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names, addresses and Percentage Interests of the Certificateholders hereunder, regardless of the source from which such information was delivered. SECTION 5.06 MAINTENANCE OF OFFICE OR AGENCY. -------------------------------- The Trustee will maintain, at its expense, an office or agency where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Trustee initially designates the Corporate Trust Office and the principal corporate trust office of the Authenticating Agent, if any, as its offices and agencies for said purposes. SECTION 5.07 DEFINITIVE CERTIFICATES. ------------------------ If (i)(A) the Master Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able properly to discharge its responsibilities as depository with respect to the Book-Entry Certificates, and (B) the Master Servicer is unable to locate a qualified successor, (ii) the Master Servicer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, (iii) after the occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners representing aggregate Voting Interests of not less than 51% of the aggregate Voting Interests of each outstanding Class of Book-Entry Certificates advise the Trustee through the Clearing Agency and Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Beneficial Owners or (iv) upon the occurrence of the events specified in Section 4.07(g), the Trustee shall notify the Beneficial Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Beneficial Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency of the Certificates held of record by its nominee, accompanied by reregistration instructions and directions to execute and authenticate new Certificates from the Master Servicer, the Trustee shall execute and authenticate Definitive Certificates for delivery at its Corporate Trust Office. The Master Servicer shall arrange for, and will bear all costs of, the printing and issuance of such Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee shall be liable for any delay in delivery of such instructions by the Clearing Agency and may conclusively rely on, and shall be protected in relying on, such instructions. SECTION 5.08 NOTICES TO CLEARING AGENCY. --------------------------- Whenever notice or other communication to the Holders of Book-Entry Certificates is required under this Agreement, unless and until Definitive Certificates shall have been issued to Beneficial Owners pursuant to Section 5.07, the Trustee shall give all such notices and communications specified herein to be given to Holders of Book-Entry Certificates to the Clearing Agency. ARTICLE VI THE SELLER AND THE MASTER SERVICER SECTION 6.01 LIABILITY OF THE SELLER AND THE MASTER SERVICER. ------------------------------------------------ The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer. SECTION 6.02 MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER. --------------------------------------------------- Subject to the following paragraph, the Seller and the Master Servicer each will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Seller or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Seller or Master Servicer shall be a party, or any Person succeeding to the business of the Seller or Master Servicer, shall be the successor of the Seller or Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that, in the case of the Master Servicer, any such successor or resulting Person shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac. SECTION 6.03 LIMITATION ON LIABILITY OF THE SELLER, THE MASTER SERVICER AND OTHERS. ------------------------------------------------- Neither the Seller nor the Master Servicer nor any subcontractor nor any of the partners, directors, officers, employees or agents of any of them shall be under any liability to the Trust Estate or the Certificateholders and all such Persons shall be held harmless for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect any such Person against any breach of warranties or representations made herein or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller, the Master Servicer, any subcontractor, and any partner, director, officer, employee or agent of any of them shall be entitled to indemnification by the Trust Estate and will be held harmless against any loss, liability or expense incurred in connection with 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 Fannie Mae or Freddie Mac, is satisfactory to the Trustee, in the exercise of its reasonable judgment, and executes and delivers to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such purchaser or transferee of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer hereunder from and after the date of such agreement; and (b) each applicable Rating Agency's rating of any Certificates in effect immediately prior to such assignment, sale or transfer is not reasonably likely to be qualified, downgraded or withdrawn as a result of such assignment, sale or transfer and the Certificates are not reasonably likely to be placed on credit review status by any such Rating Agency (without, in the case of the Class I-A-4 Certificates, giving effect to the guaranty provided by MBIA); 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 Fannie Mae and Freddie Mac, which ineligibility continues unremedied for a period of 90 days. then, and in each and every such case, subject to applicable law, so long as an Event of Default shall not have been remedied, either the Trustee or the holders of Certificates evidencing in the aggregate not less than 66 2/3% of the aggregate Voting Interest represented by all Certificates, by notice in writing to the Master Servicer (and to the Trustee if given by the Certificateholders) may terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans, but without prejudice to any rights which the Master Servicer may have to the aggregate Master Servicing Fees due prior to the date of transfer of the Master Servicer's responsibilities hereunder, reimbursement of expenses to the extent permitted by this Agreement, Periodic Advances and other advances of its own funds. Upon receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section, subject to the provisions of Section 7.05; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting the termination of the Master Servicer's responsibilities and rights hereunder and shall promptly provide the Trustee all documents and records reasonably requested by it to enable it to assume the Master Servicer's functions hereunder and shall promptly also transfer to the Trustee all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. SECTION 7.02 OTHER REMEDIES OF TRUSTEE. -------------------------- During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. SECTION 7.03 DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE DURING EVENT OF DEFAULT. ------------------------------------------------------ During the continuance of any Event of Default, Holders of Certificates evidencing in the aggregate not less than 25% of the aggregate Voting Interest represented by all Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement; provided, however, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the rights or powers vested in it by this agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities which may be incurred therein or thereby and, provided further, that, subject to the provisions of Section 8.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the nonassenting Certificateholders. SECTION 7.04 ACTION UPON CERTAIN FAILURES OF THE MASTER SERVICER AND UPON EVENT OF DEFAULT. ------------------------------------------------------- In the event that the Trustee shall have knowledge of any failure of the Master Servicer specified in Section 7.01(i) or (ii) which would become an Event of Default upon the Master Servicer's failure to remedy the same after notice, the Trustee may, but need not if the Trustee deems it not in the Certificateholders' best interest, give notice thereof to the Master Servicer. For all purposes of this Agreement, in the absence of actual knowledge by a corporate trust officer of the Trustee, the Trustee shall not be deemed to have knowledge of any failure of the Master Servicer as specified in Section 7.01(i) and (ii) or any Event of Default unless notified thereof in writing by the Master Servicer or by a Certificateholder. SECTION 7.05 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. ----------------------------------------- When the Master Servicer receives notice of termination pursuant to Section 7.01 or the Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the successor in all respects to the Master Servicer in its capacity as master servicer under this Agreement and the transactions set forth or provided for herein and shall have the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof and in its capacity as such successor shall have the same limitation of liability herein granted to the Master Servicer. In the event that the Trustee is succeeding to the Master Servicer as the Master Servicer, as compensation therefor, the Trustee shall be entitled to receive monthly such portion of the Master Servicing Fee, together with such other servicing compensation as is agreed to at such time by the Trustee and the Master Servicer, but in no event more than 25% thereof until the date of final cessation of the Master Servicer's servicing activities hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or to obtain a qualifying bid as described below, appoint, or petition a court of competent jurisdiction to appoint, any housing and home finance institution, bank or mortgage servicing institution having a net worth of not less than $10,000,000 and meeting such other standards for a successor servicer as are set forth herein, as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder; provided, however, that until such a successor master servicer is appointed and has assumed the responsibilities, duties and liabilities of the Master Servicer hereunder, the Trustee shall continue as the successor to the Master Servicer as provided above. The compensation of any successor master servicer so appointed shall not exceed the compensation specified in Section 6.05 hereof. In the event the Trustee is required to solicit bids as provided above, the Trustee shall solicit, by public announcement, bids from housing and home finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth in the preceding sentence for the purchase of the master servicing functions. Such public announcement shall specify that the successor master servicer shall be entitled to the full amount of the Master Servicing Fee as compensation together with the other servicing compensation in the form of late reporting fees or otherwise as provided in Section 6.05. Within 30 days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the master servicing rights and responsibilities hereunder to the qualified party submitting the highest qualifying bid. The Trustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Master Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Master Servicer at the time of such sale, transfer and assignment to the Master Servicer's successor. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Master Servicer agrees to cooperate with the Trustee and any successor servicer in effecting the termination of the Master Servicer's servicing responsibilities and rights hereunder and shall promptly provide the Trustee or such successor master servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Master Servicer's function hereunder and shall promptly also transfer to the Trustee or such successor master servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Account by the Master Servicer or which are thereafter received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. Notwithstanding anything to the contrary contained in Section 7.01 above or this Section 7.05, the Master Servicer shall retain all of its rights and responsibilities hereunder, and no successor (including the Trustee) shall succeed thereto, if the assumption thereof by such successor would cause the rating assigned to any Certificates to be revoked, downgraded or placed on credit review status (other than for possible upgrading) (without, in the case of the Class I-A-4 Certificates, giving effect to the guaranty provided by MBIA) 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 other 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 return, 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 Form 8811 and apply for an Employee Identification Number with a Form SS-4 or any other permissible method and respond to inquiries by Certificateholders or their nominees concerning information returns, reports or tax returns; (vi) maintain (or cause to be maintained by the Servicers) such records relating to the 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 represented by the Class I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6, I-A-7, I-A-8, I-A-9, I-A-10, I-A-11, I-A-12, Class I-A-PO, Class I-A-R, Class I-A-LR, Class II-A-1 and Class II-A-PO Certificates and the Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates and the interest in the Lower-Tier REMIC represented by the Class I-A-L1, Class I-A-L3, Class I-A-L5, Class I-A-L10, Class A-LPO, Class I-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 I-A-LR Certificate; (viii) exercise reasonable care not to allow the occurrence of any "prohibited transactions" within the meaning of Code Section 860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to the Trustee that such occurrence would not (a) result in a taxable gain, (b) otherwise subject any of the Upper-Tier REMIC, 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 the 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 I-A-R and Class I-A-LR Certificateholders for such purpose (or if the Master Servicer is not so permitted, the Holders of the Class I-A-R and Class I-A-LR Certificates shall be tax matters persons 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's sole duties with respect to the REMICs are to sign the tax returns referred to in clause (i) of the second preceding sentence and to comply with written directions from the Master Servicer or the Trustee. 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, 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 Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof. The right of the Seller to purchase all the assets of the Trust Estate pursuant to clause (i) of the preceding paragraph are subject to Section 9.02 and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans as of the Final Distribution Date being less than the amount set forth in Section 11.18. In the case of any purchase by the Seller pursuant to said clause (i), the Seller shall provide to the Trustee the certification required by Section 3.04 and the Trustee and the Custodian shall, promptly following payment of the purchase price, release to the Seller the Owner Mortgage Loan Files pertaining to the Mortgage Loans being purchased. Notice of any termination, specifying the Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the Trust Estate) or by the Trustee (in any other case) by letter to Certificateholders mailed not earlier than the 15th day of the month preceding the month of such final distribution and not later than the twentieth day of the month of such final distribution specifying (A) the Final Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made (except in the case of any Class A Certificate surrendered on a prior Distribution Date pursuant to Section 4.01) only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Trustee and the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Certificate Account on or before the Final Distribution Date in immediately available funds an amount equal to the purchase price for the assets of the Trust Estate computed as above provided. Failure to give notice of termination as described herein shall not entitle a Certificateholder to any interest beyond the interest payable on the Final Distribution Date. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders on the Final Distribution Date in proportion to their respective Percentage Interests an amount equal to (i) as to the Classes of Class A Certificates, the respective Principal Balance together with any related Class A Unpaid Interest Shortfall and one month's interest in an amount equal to the respective Interest Accrual Amount, (ii) as to the Classes of Class B Certificates, the respective Principal Balance together with any related Class B Unpaid Interest Shortfall and one month's interest in an amount equal to the respective Interest Accrual Amount and (iii) as to the Class I-A-R and Class I-A-LR Certificates, the amounts, if any, which remain on deposit in the Upper-Tier Certificate Account and the Certificate Account, respectively (other than amounts retained to meet claims) after application pursuant to clauses (i), (ii) and (iii) above and payment to the Master Servicer of any amounts it is entitled as reimbursement or otherwise hereunder. Such amount shall be distributed in respect of interest and principal in respect of the Uncertificated Lower-Tier Interests in the same amounts as distributed to their Corresponding Upper-Tier Class or Classes in the manner specified in Section 4.01(a)(iii). 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 (f) hereof. Such distribution on the Final Distribution Date shall be in lieu of the distribution otherwise required to be made on such Distribution Date in respect of each Class of Certificates. In the event that all of the Certificateholders shall not surrender their Certificates for final payment and cancellation within three months following the Final Distribution Date, the Trustee shall on such date cause all funds, if any, in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its right to purchase the assets of the Trust Estate) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within three months after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds on deposit in such escrow account. SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS. ------------------------------------ In the event of a termination of the Trust Estate upon the exercise by the Seller of its purchase option as provided in Section 9.01, the Trust Estate shall be terminated in accordance with the following additional requirements, unless the Trustee and the Trustee have 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, on behalf of 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 and with respect to amendments affecting the rights or obligations of MBIA, with the consent of MBIA, 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 Lower-Tier REMIC or the Upper-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 the 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 REMIC or the Lower-Tier REMIC or any of the Certificateholders will be subject to a tax caused by a transfer to a non-permitted transferee and (vi) to make any other provisions with respect to matters or questions arising under this Agreement or such Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder. Notwithstanding the foregoing, any amendment pursuant to clause (iv) or (vi) shall not be deemed to adversely affect in any material respect the interest of Certificateholders and no Opinion of Counsel to that effect shall be required if the person requesting the amendment instead obtains a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates (without, in the case of the Class I-A-4 Certificates, giving effect to the guaranty provided by MBIA). 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 MBIA (only with respect to amendments affecting the rights or obligations of MBIA) with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the aggregate Voting Interests of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a manner other than as described in clause (i) hereof without the consent of Holders of Certificates of such Class evidencing, as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment, without the consent of the Holders of all Certificates of such Class then outstanding. Notwithstanding any contrary provision of this Agreement, neither the Trustee nor the Trustee shall consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel to the effect that such amendment will not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. Promptly after the execution of any amendment requiring the consent of Certificateholders, the 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 1 Mortgage Loans to a Mid-Month Receipt Period with respect to all Unscheduled Principal Receipts; or (b) changing the Applicable Unscheduled Principal Receipt Period for all Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period with respect to Full Unscheduled Principal Receipts and to a Prior Month Receipt Period with respect to Partial Unscheduled Principal Receipts. A copy of any amendment to Schedule I pursuant to this Section 10.01(b) shall be promptly forwarded to the Trustee. SECTION 10.02 RECORDATION OF AGREEMENT. ------------------------- This Agreement (or an abstract hereof, if acceptable to the applicable recording office) is subject to recordation in all appropriate public offices for real property records in all the towns or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee, but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders. For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. SECTION 10.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. ------------------------------------------- The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Estate, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. SECTION 10.04 GOVERNING LAW; JURISDICTION. ---------------------------- This Agreement shall be construed in accordance with the laws of the State of New York (without regard to conflicts of laws principles), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 10.05 NOTICES. -------- All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by certified or registered mail, return receipt requested (i) in the case of the Seller, to Wells Fargo Asset Securities Corporation, 7485 New Horizon Way, Frederick, Maryland 21703, Attention: Vice President, or such other address as may hereafter be furnished to the Master Servicer and the Trustee in writing by the Seller, (ii) in the case of the Master Servicer, to Wells Fargo Bank Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland 21703, Attention: Vice President or such other address as may hereafter be furnished to the Seller and the Trustee in writing by the Master Servicer, (iii) in the case of the Trustee, to the Corporate Trust Office, or such other address as may hereafter be furnished to the Seller and the Master Servicer in writing by the Trustee, in each case Attention: Corporate Trust Department and (iv) in the case of MBIA, to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention: IPM-SF (Wells Fargo Series 2002-2) (in each case in which notice or other communication to MBIA refers to an MBIA Default or a claim under the policy or with respect to which failure on the part of MBIA to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication should also be sent to the attention of the General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED"). Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice mailed or transmitted within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the addressee receives such notice, provided, however, that any demand, notice or communication to or upon the Seller, the Master Servicer or the Trustee shall not be effective until received. For all purposes of this Agreement, in the absence of actual knowledge by an officer of the Master Servicer, the Master Servicer shall not be deemed to have knowledge of any act or failure to act of any Servicer unless notified thereof in writing by the Trustee, the Servicer or a Certificateholder. SECTION 10.06 SEVERABILITY OF PROVISIONS. --------------------------- If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. SECTION 10.07 SPECIAL NOTICES TO RATING AGENCIES. ----------------------------------- (a) The Trustee shall give prompt notice to each Rating Agency and MBIA of the occurrence of any of the following events of which it has notice: (i) any amendment to this Agreement pursuant to Section 10.01(a); (ii) any sale or transfer of the Class B Certificates pursuant to Section 5.02 to an affiliate of the Seller; (iii) any assignment by the Master Servicer of its rights and delegation of its duties pursuant to Section 6.06; (iv) any resignation of the Master Servicer pursuant to Section 6.04; (v) the occurrence of any of the Events of Default described in Section 7.01; (vi) any notice of termination given to the Master Servicer pursuant to Section 7.01; (vii) the appointment of any successor to the Master Servicer pursuant to Section 7.05; or (viii) the making of a final payment pursuant to Section 9.01. (b) The Master Servicer shall give prompt notice to each Rating Agency and MBIA of the occurrence of any of the following events: (i) the appointment of a Custodian pursuant to Section 2.02; (ii) the resignation or removal of the Trustee pursuant to Section 8.08; (iii) the appointment of a successor trustee pursuant to Section 8.09; or (iv) the sale, transfer or other disposition in a single transaction of 50% or more of the equity interests in the Master Servicer. (c) The Master Servicer shall deliver to each Rating Agency and MBIA: (i) reports prepared pursuant to Section 3.05; and (ii) statements prepared pursuant to Section 4.04. SECTION 10.08 COVENANT OF SELLER. ------------------- The Seller shall not amend Article Third of its Certificate of Incorporation without the prior written consent of each Rating Agency rating the Certificates. SECTION 10.09 RECHARACTERIZATION. ------------------- The Parties intend the conveyance by the Seller to the Trustee of all of its right, title and interest in and to the Mortgage Loans pursuant to this Agreement to constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to the extent that such conveyance is held not to constitute a sale under applicable law, it is intended that this Agreement shall constitute a security agreement under applicable law and that the Seller shall be deemed to have granted to the Trustee a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans. ARTICLE XI TERMS FOR CERTIFICATES SECTION 11.01 CUT-OFF DATE. ------------- The Cut-Off Date for the Certificates is January 1, 2002. SECTION 11.02 CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE. ----------------------------------------- The Cut-Off Date Aggregate Principal Balance is $500,662,812.49. SECTION 11.03 ORIGINAL GROUP I-A PERCENTAGE. ------------------------------ The Original Group I-A Percentage is 96.99122832%. SECTION 11.04 ORIGINAL GROUP II-A PERCENTAGE. ------------------------------- The Original Group II-A Percentage is 96.98582057%. SECTION 11.05 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS A CERTIFICATES. ----------------------------------------------------- As to the following Classes of Class A Certificates, the Principal Balance of such Class as of the Cut-Off Date, as follows: Original Class Principal Balance ----- ----------------- Class I-A-1 $127,025,000.00 Class I-A-2 $ 26,677,950.00 Class I-A-4 $ 20,000,000.00 Class I-A-5 $114,272,800.00 Class I-A-6 $ 10,960,000.00 Class I-A-7 $ 8,917,474.00 Class I-A-8 $ 10,984,476.00 Class I-A-9 $ 38,565,000.00 Class I-A-10 $ 28,568,200.00 Class I-A-12 $ 1,500,000.00 Class I-A-R $ 50.00 Class I-A-LR $ 50.00 Class II-A-1 $ 96,538,000.00 Original Component Component Principal Balance --------- ----------------- Class I-A-PO Component $ 1,167,012.82 Class II-A-PO Component $ 466,772.87 SECTION 11.05(A) ORIGINAL CLASS I-A-3 NOTIONAL AMOUNT. ------------------------------------- The Original Notional Amount is $738,461.00. SECTION 11.05(B) ORIGINAL CLASS I-A-11 NOTIONAL AMOUNT. -------------------------------------- The Original Notional Amount is $28,568,200.00. SECTION 11.06 ORIGINAL AGGREGATE NON-PO PRINCIPAL BALANCE. -------------------------------------------- The Original Aggregate Non-PO Principal Balance is $499,029,026.80. SECTION 11.07 ORIGINAL AGGREGATE PERCENTAGES. ------------------------------- SECTION 11.07(A) ORIGINAL AGGREGATE SUBORDINATE PERCENTAGE. ------------------------------------------ The Original Aggregate Subordinate Percentage is 3.00985033%. SECTION 11.07(B) ORIGINAL AGGREGATE CLASS A PERCENTAGE. -------------------------------------- The Original Aggregate Class A Percentage is 96.99014967%. SECTION 11.08 ORIGINAL CLASS B PRINCIPAL BALANCE. ----------------------------------- The Original Class B Principal Balance is $15,020,026.80. SECTION 11.09 ORIGINAL GROUP I SUBORDINATED PRINCIPAL BALANCE. ------------------------------------------------ The Original Group I Subordinated Principal Balance is $12,019,764.99. SECTION 11.10 ORIGINAL GROUP II SUBORDINATED PRINCIPAL BALANCE. ------------------------------------------------- The Original Group II Subordinated Principal Balance is $3,000,261.81. SECTION 11.11 ORIGINAL PRINCIPAL BALANCES OF THE CLASSES OF CLASS B CERTIFICATES. ----------------------------------------------------- As to the following Classes of Class B Certificate, the Principal Balance of such Class as of the Cut-Off Date, is as follows: Original Class Principal Balance ----- ----------------- Class B-1 $ 8,511,000.00 Class B-2 $ 2,253,000.00 Class B-3 $ 2,003,000.00 Class B-4 $ 751,000.00 Class B-5 $ 751,000.00 Class B-6 $ 751,026.80 SECTION 11.12 ORIGINAL CLASS B-1 FRACTIONAL INTEREST. --------------------------------------- The Original Class B-1 Fractional Interest is 1.30433831%. SECTION 11.13 ORIGINAL CLASS B-2 FRACTIONAL INTEREST. --------------------------------------- The Original Class B-2 Fractional Interest is 0.85286157%. SECTION 11.14 ORIGINAL CLASS B-3 FRACTIONAL INTEREST. --------------------------------------- The Original Class B-3 Fractional Interest is 0.45148211%. SECTION 11.15 ORIGINAL CLASS B-4 FRACTIONAL INTEREST. --------------------------------------- The Original Class B-4 Fractional Interest is 0.30098986%. SECTION 11.16 ORIGINAL CLASS B-5 FRACTIONAL INTEREST. --------------------------------------- The Original Class B-5 Fractional Interest is 0.15049761%. SECTION 11.17 CLOSING DATE. ------------- The Closing Date is January 25, 2002. SECTION 11.18 RIGHT TO PURCHASE. ------------------ The right of the Seller to purchase all of the Mortgage Loans pursuant to Section 9.01 hereof shall be conditioned upon the aggregate Scheduled Principal Balance of the Mortgage Loans being less than $50,066,281.25 (10% of the Cut-Off Date Aggregate Principal Balance) at the time of any such purchase. SECTION 11.19 WIRE TRANSFER ELIGIBILITY. -------------------------- With respect to the Class A Certificates (other than the Class I-A-3, Class I-A-11, I-A-R, Class I-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 I-A-3 Certificates, the minimum Denomination eligible for wire transfer on each Distribution Date is 100% Percentage Interest. With respect to the Class I-A-11 Certificates, the minimum Denomination eligible for wire transfer on each Distribution Date is 20% Percentage Interest. The Class I-A-R and Class I-A-LR Certificates are not eligible for wire transfer. SECTION 11.20 SINGLE CERTIFICATE. ------------------- A Single Certificate for the Class I-A-1, Class I-A-2, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10 and Class II-A-1 Certificates represent a $25,000 Denomination. A Single Certificate for the Class I-A-3 Certificates represent a $738,461 Denomination. A Single Certificate for the Class I-A-4 Certificates represent a $1,000 Denomination. A Single Certificate for the Class I-A-11 Certificate represents a $1,142,728.00 Denomination. A Single Certificate for the Class I-A-12, 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 I-A-R and Class I-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 11.21 SERVICING FEE RATE. ------------------- The rate used to calculate the Servicing Fee is equal to such rate as is set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan. SECTION 11.22 MASTER SERVICING FEE RATE. -------------------------- The rate used to calculate the Master Servicing Fee for each Mortgage Loan shall be 0.017% per annum. SECTION 11.23 MBIA CONTACT PERSON. -------------------- The initial MBIA Contact Person is Patrick Greene, Vice President of the Seller. IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written. WELLS FARGO ASSET SECURITIES CORPORATION as Seller By: ---------------------------------------- Name: Alan S. McKenney Title: Vice President WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION as Master Servicer By: ---------------------------------------- Name: William B. Hill, 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 25th day of January, 2002, before me, a notary public in and for the State of Maryland, personally Alan McKenney, known to me who, being by me duly sworn, did depose and say that he resides at McLean, Virginia; that he is Vice President of Wells Fargo Asset Securities Corporation, a Delaware corporation, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. ------------------------- Notary Public [NOTARIAL SEAL] STATE OF MARYLAND ) ss.: COUNTY OF FREDERICK ) On this 25th day of January, 2002, before me, a notary public in and for the State of Maryland, personally appeared William B. Hill, 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 Wells Fargo Bank Minnesota, National Association, a national banking association, one of the parties that executed the foregoing instrument; and that he signed her 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 25th day of January, 2002, before me, a notary public in and for the State of North Carolina, personally appeared ___________________, known to me who, being by me duly sworn, did depose and say that s/he resides at _________________, North Carolina; that s/he is a ____________________ of First Union National Bank, a national banking association, one of the parties that executed the foregoing instrument; and that s/he signed his/her name thereto by order of the Board of Directors of said corporation. STATE OF NORTH CAROLINA ) ss.: COUNTY OF ) On this 25th day of January, 2002, 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 I-A-1 [FORM OF FACE OF CLASS I-A-1 CERTIFICATE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2002-2, CLASS I-A-1 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AA 6 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-1 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-1 Certificates required to be distributed to Holders of the Class I-A-1 Certificates on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Class A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-1 Certificates applicable to each Distribution Date will be 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-A-1 Certificates, as described in the Agreement. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, unless such Person is entitled to receive payments by wire transfer in immediately available funds in accordance with the Pooling and Servicing Agreement and such Person has notified the Master Servicer pursuant to the Pooling and Servicing Agreement that such payments are to be made by wire transfer of immediately available funds. Notwithstanding the above, the final distribution in reduction of the Principal Balance of this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency specified by the 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 I-A-2 [FORM OF FACE OF CLASS I-A-2 CERTIFICATE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2002-2, CLASS I-A-2 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AB 4 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-2 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans", respectively),, formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-2 Certificates required to be distributed to Holders of the Class I-A-2 Certificates on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Group I-A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-A-2 Certificates, as described in the Agreement. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, unless such Person is entitled to receive payments by wire transfer in immediately available funds in accordance with the Pooling and Servicing Agreement and such Person has notified the Master Servicer pursuant to the Pooling and Servicing Agreement that such payments are to be made by wire transfer of immediately available funds. Notwithstanding the above, the final distribution in reduction of the Principal Balance of this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency specified by the 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 I-A-3 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-A-3 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER. 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: January 1, 2002 CUSIP No.: 94978A AC 2 First Distribution Date: February 25, 2002 Denomination: $________________ (Initial Notional Amount) Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-3 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-3 Certificates required to be distributed to Holders of the Class I-A-3 Certificates on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. The Class I-A-3 Certificates are not entitled to distributions in respect of principal. Interest will accrue on the Class I-A-3 Certificates each month in an amount equal to the product of (i) 1/12th of 6.500% and (ii) the Notional Amount 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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 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 I-A-4 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-A-4 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED HEREIN) PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY. Certificate No. Cut-Off Date: January 1, 2002 CUSIP No.: 94978A AD 0 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-4 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest to be distributed to Holders of the Class I-A-4 Certificates on such Distribution Date as specified in the Agreement. Distributions of principal will be made to the Holders of the Class I-A-4 Certificates as described below and in the Agreement. Prior to the Distribution Date, if any, on which MBIA fails to make a required principal payment under the Policy, distributions in reduction of the Principal Balance of this Certificate (including amounts paid in respect of such losses under the Policy as defined below) will be made only in lots equal to $1,000 initial principal balance and in accordance with the priorities and procedures set forth in Section 4.07 of the Agreement (i) at the request of Deceased Holders (ii) at the request of Living Holders and (iii) by random lot. On and after such Distribution Date, distributions in reduction of principal balance will be made as provided in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Class A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-4 Certificates applicable to each Distribution Date will be 6.200% 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-A-4 Certificates, as described in the Agreement. The Class I-A-4 Certificates will be entitled to the benefits of a Financial Guaranty Insurance Policy issued by MBIA Insurance Corporation (the "Policy") to the extent described in the Agreement. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, unless such Person is entitled to receive payments by wire transfer in immediately available funds in accordance with the Pooling and Servicing Agreement and such Person has notified the Master Servicer pursuant to the Pooling and Servicing Agreement that such payments are to be made by wire transfer of immediately available funds. Notwithstanding the above, the final distribution in reduction of the Principal Balance of this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency specified by the Trustee for that purpose in the notice of final distribution. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate constitutes a "regular interest" in a "real estate mortgage investment conduit" as those terms are defined in Section 860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986, as amended. Unless this Certificate has been countersigned by an authorized officer of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 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 I-A-5 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-A-5 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY. Certificate No. Cut-Off Date: January 1, 2002 CUSIP No.: 94978A AE 8 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-5 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-5 Certificates required to be distributed to Holders of the Class I-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 Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-5 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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 I-A-6 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-A-6 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AF 5 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-6 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-6 Certificates required to be distributed to Holders of the Class I-A-6 Certificates on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Class A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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 I-A-7 [FORM OF FACE OF CLASS I-A-7 CERTIFICATE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2002-2, CLASS I-A-7 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AG 3 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-7 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-7 Certificates required to be distributed to Holders of the Class I-A-7 Certificates on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Class A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-7 Certificates applicable to each Distribution Date will be 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-A-7 Certificates, as described in the Agreement. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, unless such Person is entitled to receive payments by wire transfer in immediately available funds in accordance with the Pooling and Servicing Agreement and such Person has notified the Master Servicer pursuant to the Pooling and Servicing Agreement that such payments are to be made by wire transfer of immediately available funds. Notwithstanding the above, the final distribution in reduction of the Principal Balance of this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency specified by the 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 I-A-8 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-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 WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER. UNTIL THE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY. Certificate No. Cut-Off Date: January 1, 2002 CUSIP No.: 94978A AH 1 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-8 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-8 Certificates required to be distributed to Holders of the Class I-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 Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-8 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 I-A-8 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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 I-A-9 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-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 WELLS 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 I-A-9 CERTIFICATES WILL BE BORNE BY THE CLASS I-A-12 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: January 1, 2002 CUSIP No.: 94978A AJ 7 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced Final Scheduled Maturity Date: February 25, by this Certificate: ______% 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 I-A-9 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-9 Certificates required to be distributed to Holders of the Class I-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 Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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 I-A-10 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-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 WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY. Certificate No. Cut-Off Date: January 1, 2002 CUSIP No.: 94978A AK 4 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-10 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Class A Distribution Amount for the Class I-A-10 Certificates required to be distributed to Holders of the Class I-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 I-A-10 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 February 2002 will be 2.300% per annum. Thereafter, with respect to each Distribution Date, the pass-through rate will be a per annum rate equal to 0.550% 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 0.550% and a maximum rate of 8.500%. 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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 I-A-11 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-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 WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER. 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. Certificate No. Cut-Off Date: January 1, 2002 CUSIP No.: 94978A AL 2 First Distribution Date: February 25, 2002 Denomination: $________________(Initial Notional Amount) Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-11 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Class A Distribution Amount for the Class I-A-11 Certificates required to be distributed to Holders of the Class I-A-11 Certificates on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. The Class I-A-11 Certificates are not entitled to distributions in respect of principal. The pass-through rate on the Class I-A-11 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 February 2002 will be 6.200% per annum. Thereafter, with respect to each Distribution Date, the pass-through rate will be a per annum rate equal to 7.950% minus 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 7.950%. 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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 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 I-A-12 [FORM OF FACE OF CLASS I-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 2002-2, CLASS I-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 WELLS 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 I-A-9 CERTIFICATES WILL BE BORNE BY THE CLASS I-A-12 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. CUSIP No.: 94978A AM 0 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-12 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-12 Certificates required to be distributed to Holders of the Class I-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 Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-12 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-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-PO [FORM OF FACE OF CLASS I-A-PO CERTIFICATE] MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2002-2, CLASS A-PO evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY. Certificate No. Cut-Off Date: January 1, 2002 CUSIP No.: 94978A AS 7 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ____% Final Scheduled Maturity Date: February 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 two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount and the Group II-A 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. For the purposes of determining distributions in reduction of Principal Balance, the Class A-PO Certificates consist of two components (each, a "Component" and individually, the "Class I-A-PO Component" and the "Class I-A-PO Component"). The Class A-PO Components are principal only Components and will not be entitled to distributions in respect of interest. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, 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. Each Component of this Certificate constitutes a "regular interest" in a "real estate mortgage investment conduit" as those terms are defined in Section 860G(a)(1) and Section 860D, respectively, of the Internal Revenue Code of 1986, as amended. Unless this Certificate has been countersigned by an authorized officer of the 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 I-A-R [Form of Face of Class I-A-R Certificate] FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS. THE HOLDER OF THIS CLASS I-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS "TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON OF THE 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 2002-2, CLASS I-A-R evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AP 3 First Distribution Date: February 25, 2002 Denomination: $___________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 I-A-R Certificate with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-R Certificate required to be distributed to the Holder of the Class I-A-R Certificate on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Class A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-R Certificate applicable to each Distribution Date will be 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-A-R Certificate, as described in the Agreement. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency specified by the 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 I-A-LR [Form of Face of Class I-A-LR Certificate] FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS. THE HOLDER OF THIS CLASS I-A-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 2002-2, CLASS I-A-LR evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AQ 1 First Distribution Date: February 25, 2002 Percentage Interest evidenced Denomination: $ by this Certificate: % Final Scheduled Maturity Date: February 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 I-A-LR Certificate with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group I-A Distribution Amount for the Class I-A-LR Certificate required to be distributed to the Holder of the Class I-A-LR Certificate on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Class A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group I-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class I-A-LR Certificate applicable to each Distribution Date will be 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class I-A-LR Certificate, as described in the Agreement. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency specified by the 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 II-A-1 [FORM OF FACE OF CLASS II-A-1 CERTIFICATE] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2002-2, CLASS II-A-1 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AR 9 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ______% Final Scheduled Maturity Date: February 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 II-A-1 Certificates with respect to a Trust Estate consisting of two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans", respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Group II-A Distribution Amount for the Class II-A-1 Certificates required to be distributed to Holders of the Class II-A-1 Certificates on such Distribution Date, subject to adjustment in certain events as specified in the Agreement. Distributions in reduction of the Principal Balance of certain Classes of Class A Certificates may not commence on the first Distribution Date specified above. Distributions of principal will be allocated among the Classes of Group II-A Certificates in accordance with the provisions of the Agreement. The pass-through rate on the Class II-A-1 Certificates applicable to each Distribution Date will be 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 Relief Act Shortfall and the interest portion of certain Realized Losses allocated to the Class II-A-1 Certificates, as described in the Agreement. Distributions on this Certificate will be made on behalf of the Trustee either by the Master Servicer or by a Paying Agent appointed by the Master Servicer by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, unless such Person is entitled to receive payments by wire transfer in immediately available funds in accordance with the Pooling and Servicing Agreement and such Person has notified the Master Servicer pursuant to the Pooling and Servicing Agreement that such payments are to be made by wire transfer of immediately available funds. Notwithstanding the above, the final distribution in reduction of the Principal Balance of this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency specified by the 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-1 [FORM OF FACE OF CLASS B-1 CERTIFICATE] THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND MBIA 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 2002-2, CLASS B-1 evidencing an interest in two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four- family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AT 5 First Distribution Date: February 25, 2002 Denomination: $_________________ Percentage Interest evidenced by this Certificate: ________% Final Scheduled Maturity Date: February 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 two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and, subject to the prior rights of the Class A Certificates 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 Relief Act 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 CLASS A CERTIFICATES, MBIA 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 2002-2, CLASS B-2 evidencing an interest in a pool of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four- family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER. DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY. Certificate No. Cut-Off Date: January 1, 2002 CUSIP No.: 94978A AU 2 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ____% Final Scheduled Maturity Date: February 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 two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and, subject to the prior rights of the Class A Certificates 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 Relief Act 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, MBIA, 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 2002-2, CLASS B-3 evidencing an interest in two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four- family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AV 0 First Distribution Date: February 25, 2002 Denomination: $________________ Percentage Interest evidenced by this Certificate: ____% Final Scheduled Maturity Date: February 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 two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and, subject to the prior rights of the Class A Certificates 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 Relief Act 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, MBIA, 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 2002-2, CLASS B-4 evidencing an interest in two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four- family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AW 8 First Distribution Date: February 25, 2002 Denomination: $_______________ Percentage Interest evidenced by this Certificate: _____% Final Scheduled Maturity Date: February 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 two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and, subject to the prior rights of the Class A Certificates 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 Relief Act 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, MBIA, 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 2002-2, CLASS B-5 evidencing an interest in two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four- family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AX 6 First Distribution Date: February 25, 2002 Denomination: $_____________ Percentage Interest evidenced by this Certificate: _____% Final Scheduled Maturity Date: February 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 two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and, subject to the prior rights of the Class A Certificates 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 Relief Act 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, MBIA, 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 2002-2, CLASS B-6 evidencing an interest in two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four- family residential mortgage loans, which may include loans secured by shares issued by cooperative housing corporations, sold by WELLS FARGO ASSET SECURITIES CORPORATION (Not an interest in or obligation of the Seller) THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: January 1, 2002 CUSIP No.: 94978A AY 4 First Distribution Date: February 25, 2002 Denomination: $_______________ Percentage Interest evidenced by this Certificate: _____% Final Scheduled Maturity Date: February 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 two pools of fixed interest rate, conventional, monthly pay, fully amortizing, first lien, one- to four-family residential mortgage loans, other than the Fixed Retained Yield, if any, with respect thereto, and which may include loans secured by shares issued by cooperative housing corporations (the "Group I Mortgage Loans" and "Group II Mortgage Loans," respectively), formed by Wells Fargo Asset Securities Corporation (hereinafter called the "Seller", which term includes any successor entity under the Agreement referred to below). The Trust Estate was created pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 (the "Agreement") among the Seller, Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereinafter. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to such terms in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month preceding the month of such distribution, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and, subject to the prior rights of the Class A Certificates 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 Relief Act 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 2002-2 Certificates] WELLS FARGO ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-2 This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the "Certificates"). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event funds are advanced with respect to any Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such advances are reimbursable to such Servicer, the Master Servicer or the Trustee to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement to a Servicer, the Master Servicer or the Trustee, as applicable, of advances made by such Servicer, the Master Servicer or the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Seller, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Seller, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66 2/3% of the Voting Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the office or agency appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar, duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized Denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and Denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized Denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee and the Certificate Registrar, and any agent of the Seller, the Master Servicer, the Trustee or the Certificate Registrar, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Seller, the Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement in respect of the Certificates and the Trust Estate created thereby shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to the Agreement following the earlier of (i) the payment or other liquidation (or advance with respect thereto) of the last Mortgage Loan subject thereto or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the Trust Estate of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans; provided, however, that the Trust Estate will in no event continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date of the Agreement. The Agreement permits, but does not require, the Seller to purchase all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such option will effect early retirement of the Certificates, the Seller's right to exercise such option being subject to the Pool Scheduled Principal Balance of the Mortgage Loans as of the Distribution Date upon which the proceeds of such repurchase are distributed being less than ten percent of the Cut-Off Date Aggregate Principal Balance. 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"), WELLS FARGO ASSET SECURITIES CORPORATION (together with any successor in interest, the "Seller"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (together with any successor in interest or successor under the Pooling and Servicing Agreement referred to below, the "Master Servicer") and ___________________________ (together with any successor in interest or any successor appointed hereunder, the "Custodian"). W I T N E S S E T H T H A T - - - - - - - - - - - - - - WHEREAS, the Seller, the Master Servicer, and the Trustee, have entered into a Pooling and Servicing Agreement dated as of January 25, 2002 relating to the issuance of Mortgage Pass-Through Certificates, Series 2002-2 (as in effect on the date of this Agreement, the "Original Pooling and Servicing Agreement", and as amended and supplemented from time to time, the "Pooling and Servicing Agreement"); and WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving and holding certain documents and other instruments delivered by the Seller under the Pooling and Servicing Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Trustee, the Seller, the Master Servicer and the Custodian hereby agree as follows: ARTICLE I DEFINITIONS Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the context herein. ARTICLE II CUSTODY OF MORTGAGE DOCUMENTS Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and other documents relating to the Mortgage Loans identified on the schedule attached hereto and declares that it holds and will hold such Mortgage Notes, Mortgages, assignments and other documents and any similar documents received by the Trustee subsequent to the date hereof (the "Custodial Files") as agent for the Trustee, in trust, for the use and benefit of all present and future Certificateholders. Section 2.2. Recordation of Assignments. If any Custodial File includes one or more assignments to the Trustee of Mortgage Notes and related Mortgages that have not been recorded, each such assignment shall be delivered by the Custodian to the Seller for the purpose of recording it in the appropriate public office for real property records, and the Seller, at no expense to the Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each such assignment and, upon receipt thereof from such public office, shall return each such assignment to the Custodian. Section 2.3. Review of Custodial Files. The Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in performing the review required by this Section 2.3 the Custodian finds any document or documents constituting a part of a Custodial File to be missing or defective in any material respect, the Custodian shall promptly so notify the Seller, the Master Servicer and the Trustee. Section 2.4. Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of a breach of any representation or warranty made by the Seller or the Master Servicer as set forth in the Pooling and Servicing Agreement, the Custodian shall give prompt written notice to the Seller, the Master Servicer and the Trustee. Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer shall immediately notify the Custodian by a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Certificate Account pursuant to Section 3.02 of the Pooling and Servicing Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Custodial File. The Custodian agrees, upon receipt of such certification and request, promptly to release the related Custodial File to the Master Servicer. From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate of a Servicing Officer requesting that possession of all, or any document constituting part of, the Custodial File be released to the Master Servicer and certifying as to the reason for such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan. With such certificate, the Master Servicer shall deliver to the Custodian a receipt signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver the Custodial File or such document to the Master Servicer. The Master Servicer shall cause each Custodial File or any document therein so released to be returned to the Custodian when the need therefor by the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Certificate Account to the extent required by the Pooling and Servicing Agreement or (ii) the Custodial File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Custodial File or such document were delivered and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with respect thereto to the Master Servicer upon deposit of the related Liquidation Proceeds in the Certificate Account to the extent required by the Pooling and Servicing Agreement. Section 2.6. Assumption Agreements. In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof. ARTICLE III CONCERNING THE CUSTODIAN Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and other documents constituting each Custodian File which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the Trustee, holds such documents for the benefit of Certificateholders and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other document constituting a part of a Custodial File shall be delivered by the Custodian to the Seller or the Master Servicer or otherwise released from the possession of the Custodian. Section 3.2. Indemnification. The Seller hereby agrees to indemnify and hold the Custodian harmless from and against all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which the Custodian may incur or with which the Custodian may be threatened by reasons of its acting as custodian under this Agreement, including indemnification of the Custodian against any and all expenses, including attorney's fees if counsel for the Custodian has been approved by the Seller, and the cost of defending any action, suit or proceedings or resisting any claim. Notwithstanding the foregoing, it is specifically understood and agreed that in the event any such claim, liability, loss, action, suit or proceeding or other expense, fees, or charge shall have been caused by reason of any negligent act, negligent failure to act, or willful misconduct on the part of the Custodian, or which shall constitute a willful breach of its duties hereunder, the indemnification provisions of this Agreement shall not apply. Section 3.3. Custodian May Own Certificates. The Custodian in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian. Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The Master Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith. Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall either take custody of the Custodial Files itself and give prompt notice thereof to the Seller, the Master Servicer and the Custodian or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken custody of the Custodial Files and no successor Custodian shall have been so appointed and have accepted resignation, the resigning Custodian may petition any court of competent jurisdiction for the appointment of a successor Custodian. The Trustee may remove the Custodian at any time. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by federal or state authority and shall be able to satisfy the other requirements contained in Section 3.7. Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the successor Custodian. The Trustee shall give prompt notice to the Seller and the Master Servicer of the appointment of any successor Custodian. No successor Custodian shall have been appointed and accepted appointment by the Trustee without the prior approval of the Seller and the Master Servicer. Section 3.6. Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 3.7. Representations of the Custodian. The Custodian hereby represents that it is a depository institution subject to supervision or examination by a federal or state authority, has a combined capital and surplus of at least $10,000,000 and is qualified to do business in the jurisdiction in which it will hold any Custodian File. ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.1. Notices. All notices, requests, consents and demands and other communications required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in writing), in which case the notice will be deemed delivered when received. Section 4.2. Amendments. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto, and neither the Seller, the Master Servicer nor the Trustee shall enter into any amendment hereof except as permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the Custodian with written copies thereof. SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Section 4.4. Recordation of Agreement. To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer and at its expense on direction by the Trustee, but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders. For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 4.5. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof. IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. Address: FIRST UNION NATIONAL BANK 401 South Tryon Street By:__________________________________ Charlotte, North Carolina, 28202 Name:_____________________________ Title:____________________________ Address: WELLS FARGO ASSET SECURITIES CORPORATION 7485 New Horizon Way By:__________________________________ Frederick, Maryland 21703 Name:_____________________________ Title:____________________________ Address: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION 7485 New Horizon Way Frederick, Maryland 21703 By:__________________________________ Name:_____________________________ Title:____________________________ Address: [CUSTODIAN] 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 Wells Fargo Asset Securities Corporation a Delaware corporation, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. ----------------------------------- Notary Public [NOTARIAL SEAL] 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 Wells Fargo Bank Minnesota, National Association, a national banking association, one of the parties that executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. ----------------------------------- Notary Public [NOTARIAL SEAL] 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-1A [Schedule of Type 1 Mortgage Loans in Group I] WFMBS WFMBS 2002-02 EXHIBIT F-1A GROUP I LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) ----- --------------------------- ----- ----- -------- -------- -------- --------- NET MORTGAGE MORTGAGE MORTGAGE CURRENT LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT -------- --------------------------- ----- ----- -------- -------- -------- --------- 3858274 LAKE HAVASU CITY AZ 86403 SFD 6.875 6.500 $2,627.72 4234611 SAN FRANCISCO CA 94117 SFD 7.000 6.500 $3,991.82 4260614 SILVER SPRING MD 20904 SFD 7.000 6.500 $2,846.83 4290344 COLFAX CA 95713 SFD 7.125 6.500 $2,095.27 4297968 RANCHO MIRAGE CA 92270 SFD 7.375 6.500 $3,798.71 4298211 CASTRO VALLEY CA 94552 SFD 6.750 6.483 $3,307.86 4303096 RANDOLPH NJ 07869 SFD 6.875 6.500 $2,264.44 4326557 SANTA CLARA CA 95050 SFD 7.000 6.500 $2,281.99 4329292 SAN ANTONIO TX 78258 SFD 6.875 6.500 $3,161.76 4330075 KENILWORTH IL 60043 SFD 6.875 6.500 $4,270.04 4332399 SUTTON MA 01590 SFD 7.000 6.500 $2,601.34 4334904 LOS ANGELES CA 90008 SFD 6.750 6.483 $2,257.13 4338276 PHILADELPHIA PA 19106 LCO 6.875 6.500 $2,181.00 4338845 NEW ROCHELLE NY 10804 SFD 7.125 6.500 $4,042.31 4347971 BROOKLHAVEN NY 11719 SFD 6.625 6.358 $3,105.51 4348534 ALAMO CA 94507 SFD 7.250 6.500 $5,969.05 4348919 NAPERVILLE IL 60564 SFD 7.125 6.500 $2,645.69 4348950 CHICAGO IL 60657 HCO 6.750 6.483 $3,113.28 4349055 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.500 $2,462.66 4349075 MADISON NJ 07940 SFD 6.750 6.483 $6,161.69 4349436 HOUSTON TX 77058 SFD 7.000 6.500 $2,305.28 4350389 WASHINGTON DC 20009 PUD 7.000 6.500 $2,071.09 4350718 MANTORVILLE MN 55955 SFD 7.000 6.500 $2,701.63 4350742 ROSLYN HEIGHTS NY 11577 SFD 6.750 6.483 $2,334.96 4350816 ANAHEIM HILLS CA 92808 SFD 7.250 6.500 $2,674.14 4350891 LAKEVILLE MN 55044 SFD 7.000 6.500 $2,075.08 4351803 MOOSIC PA 18507 SFD 6.875 6.500 $4,046.68 4352057 NEW YORK NY 10012 HCO 6.750 6.483 $3,995.37 4352733 OYSTER BAY NY 11771 SFD 7.375 6.500 $4,005.92 4352986 CHICAGO IL 60611 PUD 6.750 6.483 $4,040.77 4353086 EVANSTON IL 60201 SFD 7.000 6.500 $2,328.56 4353198 GULPH MILLS PA 19428 SFD 6.875 6.500 $2,102.18 4353430 SOUTHLAKE TX 76092 SFD 7.000 6.500 $2,270.68 4354200 KENNETT SQUARE PA 19348 LCO 7.250 6.500 $4,434.15 4354961 COOPERSBURG PA 18036 SFD 7.000 6.500 $3,444.41 4355791 SHARON MA 02067 SFD 7.125 6.500 $2,964.36 4356251 MOORESTOWN NJ 08057 SFD 7.250 6.500 $2,387.62 4356381 NORWOOD NJ 07648 LCO 6.875 6.500 $3,613.11 4356383 MARIETTA GA 30062 SFD 6.750 6.483 $2,075.52 4356821 DUBLIN CA 94568 SFD 7.000 6.500 $3,273.29 4357036 LEBANON NJ 08833 SFD 6.625 6.358 $3,841.87 4357074 BASALT CO 81621 SFD 6.750 6.483 $2,232.17 4358428 ALEXANDRIA VA 22304 PUD 7.125 6.500 $2,510.28 4358468 BETHESDA MD 20814 SFD 6.875 6.500 $2,785.38 4358904 PETALUMA CA 94952 SFD 6.750 6.483 $3,794.30 4361979 NEW YORK NY 10025 COP 7.375 6.500 $3,287.62 4362041 SAN JOSE CA 95136 SFD 7.375 6.500 $2,859.40 4362135 GREENWOOD VILLAGE CO 80121 SFD 6.875 6.500 $4,598.51 4362461 HUME VA 22639 SFD 6.750 6.483 $4,021.31 4364193 ALEXANDRIA VA 22307 SFD 6.750 6.483 $2,756.55 4364653 SOUTHBURY CT 06488 SFD 6.750 6.483 $2,137.14 4364926 PITTSBURGH PA 15228 SFD 7.000 6.500 $2,222.11 4368257 CAMBRIDGE MA 02139 HCO 7.125 6.500 $2,048.11 4368423 GREENWICH CT 06830 SFD 7.000 6.500 $6,653.02 4369661 EAST HANOVER NJ 07936 SFD 7.000 6.500 $3,129.59 4369731 LOS ANGELES ENCINO CA 91436 SFD 6.750 6.483 $4,215.89 4369956 GENOA NV 89411 SFD 6.875 6.500 $2,594.87 4371196 EVANSTON IL 60201 SFD 6.875 6.500 $3,621.32 4372435 NEW ALBANY OH 43054 SFD 6.750 6.483 $2,403.06 4372543 CASTLE ROCK CO 80104 SFD 7.000 6.500 $4,723.65 4373982 MYRTLE BEACH SC 29572 SFD 6.875 6.500 $2,612.78 4374085 COLD SPRING HARBOR NY 11724 SFD 6.625 6.358 $3,918.70 4374109 CHATHAM NJ 07928 SFD 6.750 6.483 $2,497.11 4374151 ASHBURN VA 20147 SFD 6.875 6.500 $2,108.75 4374291 SOUTHLAKE TX 76092 PUD 6.875 6.500 $2,348.52 4374313 TULSA OK 74137 SFD 6.875 6.500 $2,966.69 4374382 WELLESLEY MA 02482 SFD 6.750 6.483 $2,944.64 4374593 ARLINGTON VA 22207 SFD 6.625 6.358 $2,241.09 4375865 REISTERSTOWN MD 21136 SFD 6.875 6.500 $3,599.97 4376062 FAIRFIELD NJ 07006 SFD 6.875 6.500 $2,135.02 4376066 SAVANNAH TN 38372 SFD 7.000 6.500 $2,235.42 4376641 WILMINGTON DE 19808 SFD 6.875 6.500 $2,082.47 4377000 ESCONDIDO CA 92025 SFD 6.750 6.483 $3,268.94 4377920 NEW CANAAN CT 06840 SFD 6.625 6.358 $3,003.06 4378960 DARIEN CT 06820 SFD 6.875 6.500 $4,099.24 4379487 LOS GATOS CA 95032 SFD 7.000 6.500 $4,158.15 4379932 HOLMDEL NJ 07733 SFD 6.750 6.483 $2,497.11 4380122 LEXINGTON MA 02420 SFD 6.750 6.483 $3,761.87 4381029 LITTLETON CO 80120 SFD 6.750 6.483 $2,377.11 4381031 SOUTH LAKE TAHOE CA 96150 SFD 6.875 6.500 $2,350.16 4381319 BASKING RIDGE NJ 07920 SFD 6.875 6.500 $2,788.67 4382127 HIGHLANDS RANCH CO 80126 SFD 6.875 6.500 $2,810.02 4382267 GREAT FALLS VA 22066 SFD 6.750 6.483 $2,464.68 4382773 FREMONT CA 94539 SFD 6.625 6.358 $4,062.78 4382803 SHORT HILLS NJ 07078 SFD 6.750 6.483 $5,707.67 4383081 LAGUNA NIGUEL CA 92677 SFD 7.000 6.500 $2,827.54 4383336 SCOTTSDALE AZ 85262 SFD 6.875 6.500 $2,299.25 4383821 MAHOPAC NY 10541 SFD 6.750 6.483 $2,724.12 4383917 PLANTATION FL 33324 SFD 6.875 6.500 $3,054.72 4383962 PLEASANTON CA 94566 SFD 6.750 6.483 $2,114.43 4384340 AVON CT 06001 SFD 6.875 6.500 $3,120.42 4384398 NEW YORK NY 10025 COP 6.875 6.500 $2,430.64 4384407 SEATTLE WA 98109 SFD 6.875 6.500 $2,085.75 4385031 SAN FRANCISCO CA 94117 SFD 7.125 6.500 $4,379.17 4385056 LEAWOOD KS 66211 SFD 6.750 6.483 $3,515.40 4385408 SARATOGA CA 95070 SFD 7.250 6.500 $3,240.34 4385893 NORTH ATTLEBORO MA 02760 SFD 6.875 6.500 $2,364.95 4386933 IRVINE CA 92606 LCO 6.875 6.500 $2,223.71 4389215 ROSWELL GA 30076 SFD 6.875 6.500 $2,461.84 4390002 NEW HYDE PARK NY 11040 SFD 6.750 6.483 $2,010.66 4390430 PLAINFIELD NJ 07069 SFD 6.875 6.500 $5,071.50 4391794 MANSFIELD TX 76063 SFD 7.000 6.500 $2,033.83 4392250 TIERRA VERDE FL 33715 SFD 6.875 6.500 $2,305.83 4392378 BENTONVILLE AR 72712 SFD 6.625 6.358 $2,636.48 4392446 RESTON VA 22090 SFD 7.375 6.500 $2,693.64 4392836 WELLESLEY MA 02481 SFD 7.000 6.500 $2,727.75 4393308 EASTON CT 06612 SFD 6.750 6.483 $2,445.22 4393459 PHILOMONT VA 20131 SFD 6.875 6.500 $2,548.88 4393721 SAN RAFAEL CA 94903 SFD 7.000 6.500 $5,987.73 4394117 SAN JOSE CA 95129 SFD 6.625 6.358 $2,490.81 4394386 ROUND HILL VA 20141 SFD 6.875 6.500 $2,059.48 4394944 ARLINGTON VA 22213 SFD 6.875 6.500 $2,154.73 4395654 SAN DIEGO CA 92131 SFD 6.625 6.358 $2,049.00 4396241 MORRISON CO 80465 SFD 6.875 6.500 $2,627.72 4396449 ESCONDIDO CA 92029 SFD 7.375 6.500 $2,562.41 4397051 SUMMIT NJ 07901 SFD 6.750 6.483 $6,447.07 4398440 WAYLAND MI 49348 SFD 6.875 6.500 $2,135.02 4398515 NAPLES FL 34109 SFD 7.125 6.500 $3,120.33 4398737 TULSA OK 74114 SFD 6.750 6.483 $2,283.07 4398927 ALPHARETTA GA 30022 SFD 7.125 6.500 $2,759.56 4399514 KENNESAW GA 30144 SFD 6.750 6.483 $2,050.54 4399619 SHARON MA 02067 SFD 6.375 6.108 $2,027.58 4399807 LAS VEGAS NV 89129 SFD 7.250 6.500 $2,292.11 4399987 NEEDHAM MA 02492 SFD 6.625 6.358 $2,241.09 4400324 ROCKVILLE MD 20852 SFD 6.750 6.483 $3,230.02 4400524 OAKLAND CA 94610 SFD 6.875 6.500 $2,791.95 4400581 WOODBURY MN 55125 SFD 7.000 6.500 $2,661.21 4400659 WASHINGTON DC 20007 SFD 7.250 6.500 $2,532.24 4401463 FRANKLIN MA 02038 SFD 6.875 6.500 $2,246.70 4402124 CUMMING GA 30041 SFD 6.750 6.483 $2,417.33 4402295 UNIVERSITY PARK TX 75205 SFD 6.875 6.500 $2,694.89 4403040 OAKLAND TOWNSHIP MI 48306 SFD 7.000 6.500 $2,514.18 4403316 SLEEPY HOLLOW NY 10591 SFD 7.125 6.500 $2,223.28 4403928 MORRISON CO 80465 SFD 6.750 6.483 $2,270.09 4404794 REISTERSTOWN MD 21136 SFD 7.000 6.500 $3,991.81 4405045 NAPERVILLE IL 60540 SFD 6.625 6.358 $2,103.42 4405761 LONG BEACH TWP NJ 08008 SFD 6.875 6.500 $3,941.58 4405861 HONOLULU HI 96816 SFD 7.000 6.500 $4,091.62 4406402 LEXINGTON MA 02420 SFD 6.875 6.500 $4,204.35 4407541 STERLING VA 20165 SFD 6.750 6.483 $2,125.46 4408124 REDMOND WA 98052 SFD 6.625 6.358 $4,162.02 4409605 HERNDON VA 20171 SFD 6.875 6.500 $2,364.95 4409832 TOWN AND COUNTRY MO 63141 SFD 6.875 6.500 $2,497.65 4409959 FAIRFAX VA 22039 SFD 6.875 6.500 $2,575.17 4410062 CLIFTON VA 20124 SFD 6.875 6.500 $2,627.72 4410331 RALEIGH NC 27614 SFD 6.875 6.500 $2,364.95 4410333 DUNCAN SC 29334 SFD 6.875 6.500 $2,127.14 4410443 RALEIGH NC 27609 SFD 7.000 6.500 $4,091.62 4410758 RAVENSDALE WA 98051 SFD 7.375 6.500 $2,132.46 4410805 PITTSFORD NY 14534 SFD 6.875 6.500 $2,989.03 4411323 AUBURN CA 95602 SFD 7.250 6.500 $3,856.35 4411639 COSTA MESA CA 92626 SFD 6.750 6.483 $2,140.38 4411729 POTOMAC MD 20854 SFD 6.875 6.500 $3,153.26 4412740 GLEN ELLYN IL 60137 SFD 7.125 6.500 $2,683.08 4412793 ALEXANDRIA VA 22308 SFD 6.750 6.483 $3,697.01 4412880 WATER MILL NY 11976 SFD 6.500 6.233 $4,930.13 4414367 SOUTH SAN FRANCISCO CA 94080 SFD 6.500 6.233 $1,959.42 4415097 BOULDER CREEK CA 95006 SFD 7.000 6.500 $2,321.91 4415281 WATCHUNG NJ 07069 SFD 6.625 6.358 $2,241.09 4415581 SAN FRANCISCO CA 94123 SFD 6.875 6.500 $4,204.35 4415869 BIRMINGHAM AL 35213 SFD 6.750 6.483 $2,334.95 4416789 EAST PALO ALTO CA 94303 SFD 6.875 6.500 $2,299.26 4416808 LA HABRA CA 90631 SFD 7.250 6.500 $2,292.12 4416843 PARKER CO 80138 SFD 6.750 6.483 $2,105.82 4416960 BETHANY BEACH DE 19930 SFD 6.875 6.500 $3,908.73 4416976 LAGUNA BEACH CA 92651 SFD 6.750 6.483 $3,502.43 4417395 CAMBRIDGE MA 02138 LCO 6.750 6.483 $2,594.40 4417416 IRVINE CA 92618 SFD 6.750 6.483 $2,432.24 4417588 WRIGHTSVILLE BEACH NC 28480 LCO 6.750 6.483 $3,191.11 4417610 RIDGEWOOD NJ 07450 SFD 6.750 6.483 $4,948.80 4417840 WASHINGTON DC 20015 SFD 6.750 6.483 $3,301.37 4417948 MILPITAS CA 95035 SFD 6.875 6.500 $2,266.41 4417961 PALO ALTO CA 94301 SFD 6.875 6.500 $3,537.57 4418146 GERMANTOWN MD 20784 SFD 6.875 6.500 $2,207.29 4418149 LIVERMORE CA 94550 SFD 7.375 6.500 $3,177.11 4418892 MANHATTAN BEACH CA 90266 SFD 7.250 6.500 $6,774.02 4419110 ATLANTA GA 30306 SFD 6.750 6.483 $2,034.00 4420291 TULSA OK 74114 SFD 6.875 6.500 $4,591.93 4420293 GROTON MA 01450 SFD 7.250 6.500 $2,077.23 4421631 HALF MOON BAY CA 94019 SFD 6.750 6.483 $4,053.74 4422099 CLARKSVILLE MD 21029 SFD 7.125 6.500 $2,203.06 4423309 HERNDON VA 20171 SFD 6.875 6.500 $2,302.21 4423524 LAGUNA BEACH CA 92651 SFD 7.000 6.500 $5,921.20 4424030 MILLBRAE CA 94030 SFD 7.000 6.500 $3,735.68 4424799 SUWANEE GA 30024 SFD 6.750 6.483 $2,510.07 4424904 SAN FRANCISCO CA 94114 SFD 6.875 6.500 $4,155.08 4424956 WILMINGTON DE 19803 SFD 6.500 6.233 $2,224.25 4425639 MONKTON MD 21111 SFD 6.875 6.500 $3,462.67 4426517 LOS GATOS CA 95032 SFD 7.125 6.500 $3,348.39 4427497 PRINCETON JUNCTION NJ 08550 SFD 7.000 6.500 $2,135.29 4427658 SAN FRANCISCO CA 94122 MF2 7.125 6.500 $5,120.26 4429235 BROKEN ARROW OK 74014 SFD 6.875 6.500 $2,380.05 4429448 SOUTH SALEM NY 10590 SFD 7.000 6.500 $3,253.33 4429626 GAMBRILLS MD 21054 SFD 6.750 6.483 $2,075.51 4429680 BROOKLYN NY 11229 SFD 7.500 6.500 $2,464.74 4430742 WASHINGTON TWP MI 48094 SFD 6.750 6.483 $2,270.10 4431064 LAFAYETTE CA 94549 SFD 7.250 6.500 $2,380.80 4431831 BETHESDA MD 20817 SFD 6.750 6.483 $3,716.47 4432134 HAYWARD CA 94542 SFD 6.500 6.233 $2,149.04 4432203 MARYVILLE TN 37803 SFD 6.625 6.358 $2,177.06 4432302 REISTERSTOWN MD 21136 SFD 6.750 6.483 $2,490.62 4433057 HUNTINGTON BEACH CA 92646 SFD 6.750 6.483 $2,030.12 4435245 WESTERVILLE OH 43082 SFD 7.250 6.500 $2,592.27 4435597 LEXINGTON MA 02420 SFD 6.875 6.500 $4,204.35 4435691 DECATUR GA 30030 SFD 6.750 6.483 $2,711.17 4436667 CHARLOTTE NC 28270 SFD 6.625 6.358 $2,023.39 4436921 POTOMAC MD 20854 SFD 6.750 6.483 $3,833.22 4437191 DUNKIRK MD 20754 SFD 7.000 6.500 $2,235.42 4437498 ALPHARETTA GA 30022 SFD 6.750 6.483 $2,377.11 4438383 WELLESLEY MA 02482 SFD 6.875 6.500 $2,627.72 4438454 WESTERVILLE OH 43082 SFD 7.375 6.500 $4,199.31 4439759 CARLSBAD CA 92009 SFD 6.875 6.500 $2,220.42 4439853 HILLSBOROUGH CA 94010 SFD 6.750 6.483 $6,485.99 4439888 PITTSBURGH PA 15241 SFD 6.875 6.500 $2,340.31 4440822 HENDERSON NV 89052 SFD 7.000 6.500 $3,766.28 4441959 MARIETTA GA 30068 SFD 6.875 6.500 $2,089.04 4442581 SHOREWOOD MN 55331 SFD 6.750 6.483 $2,399.81 4442622 CARLSBAD CA 92009 LCO 7.000 6.500 $2,228.77 4445087 UNIVERSITY PARK TX 75225 SFD 6.875 6.500 $3,826.61 4446957 BONITA SPRINGS FL 34134 SFD 6.625 6.358 $3,393.65 4613589 FAIRFAX VA 22030 SFD 6.875 6.500 $2,371.51 4615092 HIGHLANDS RANCH CO 80126 SFD 6.875 6.500 $2,036.48 4637377 NOKOMIS FL 34275 SFD 7.000 6.500 $6,653.03 4639175 SOUTHLAKE TX 76092 SFD 7.000 6.500 $5,324.08 4641338 VENTNOR NJ 08406 SFD 6.875 6.500 $6,503.60 4643771 CASTLE ROCK CO 80104 SFD 7.125 6.500 $2,534.86 4667382 EDGEWATER MD 21037 SFD 7.250 6.500 $2,673.59 4684403 DRIGGS ID 83422 SFD 7.250 6.500 $2,124.98 4684841 GREENSBORO NC 27410 SFD 6.875 6.500 $2,141.59 4685699 BOULDER CO 80303 SFD 6.875 6.500 $3,613.11 4689747 WARREN NJ 07059 SFD 6.875 6.500 $4,007.27 4696357 RENO NV 89511 SFD 6.875 6.500 $2,539.03 4707964 LINCOLN NE 68516 SFD 7.000 6.500 $3,456.25 4710916 MANASSAS VA 20112 SFD 7.000 6.500 $2,441.66 4711107 LITTLETON CO 80125 SFD 7.000 6.500 $2,175.54 4712659 DURANGO CO 81303 SFD 7.250 6.500 $2,728.71 4725446 OAK BROOK IL 60523 SFD 6.875 6.500 $2,610.57 4726527 BEACH HAVEN NJ 08008 SFD 7.375 6.500 $2,417.36 4759783 BRIGHTON CO 80602 SFD 6.875 6.500 $2,023.34 4773966 MILWAUKEE WI 53217 SFD 7.000 6.500 $2,248.72 4778296 STAMFORD CT 06903 SFD 7.000 6.500 $2,528.15 4780607 EDINA MN 55424 SFD 6.750 6.483 $3,859.16 4781589 BARRINGTON IL 60010 SFD 7.125 6.500 $3,260.80 4786067 MARINE ON SAINT C MN 55047 SFD 7.500 6.500 $3,496.07 4789772 CANTON OH 44708 SFD 7.000 6.500 $4,823.44 4795340 ARLINGTON HEIGHTS IL 60004 SFD 7.250 6.500 $2,668.67 4833950 NORTH BRUNSWICK NJ 08902 SFD 7.125 6.500 $2,179.48 4834107 POTOMAC FALLS VA 20165 SFD 6.875 6.500 $2,522.61 4894184 ALPHARETTA GA 30005 SFD 7.125 6.500 $4,365.70 4906376 ARLINGTON VA 22202 SFD 7.125 6.500 $2,300.75 4948949 SEVERNA PARK MD 21146 SFD 7.375 6.500 $2,356.93 4969697 ALBUQUERQUE NM 87122 SFD 7.250 6.500 $3,001.58 5034779 LOUISVILLE CO 80027 SFD 6.875 6.500 $2,627.72 5083076 LITTLETON CO 80124 SFD 6.875 6.500 $2,186.26 5101241 GREENSBORO NC 27455 SFD 6.625 6.358 $2,503.94 5292875 FORT WORTH TX 76109 SFD 6.875 6.500 $2,343.92 5468327 SANDY SPRING MD 20860 SFD 6.500 6.233 $2,275.44 5468434 WEST WINDSOR NJ 08550 SFD 7.125 6.500 $3,368.59 5479050 WYCKOFF NJ 07481 SFD 7.375 6.500 $4,144.05 5615695 ATLANTA GA 30318 SFD 6.875 6.500 $2,300.56 5667043 POTOMAC MD 20854 SFD 7.000 6.500 $4,116.56 5667308 STONE HARBOR NJ 08247 SFD 6.875 6.500 $6,569.29 5834021 BOZEMAN MT 59715 SFD 6.875 6.500 $2,732.82 5843258 GAITHERSBURG MD 20878 SFD 6.875 6.500 $2,518.34 5864237 HANOVER MA 02339 SFD 6.625 6.358 $2,689.31 5881323 PUTNAM VALLEY NY 10579 SFD 6.875 6.500 $2,062.76 5900238 POTTSTOWN PA 19465 SFD 7.250 6.500 $3,240.34 5910803 SALT LAKE CITY UT 84121 SFD 6.750 6.483 $1,971.74 5920717 YARDLEY PA 19067 SFD 7.625 6.500 $2,399.42 5937693 MINNETONKA MN 55305 SFD 6.750 6.483 $3,949.96 5940404 GAITHERSBURG MD 20898 SFD 7.125 6.500 $2,680.73 5989951 NEW CASTLE DE 19720 SFD 6.875 6.500 $2,210.18 5994407 MONTVILLE NJ 07045 SFD 6.875 6.500 $2,759.11 5998938 WHITE PLAINS NY 10603 SFD 7.375 6.500 $2,590.04 6008784 GREAT NECK NY 11020 SFD 7.625 6.500 $6,370.15 6020465 RED BANK NJ 07701 SFD 6.875 6.500 $2,562.03 6027742 REMSENBURG NY 11960 SFD 7.125 6.500 $3,142.90 6104919 SANTA FE NM 87501 SFD 6.875 6.500 $3,284.64 6112712 ARLINGTON MA 02474 SFD 7.000 6.500 $2,128.97 6114071 SWANTON MD 21561 SFD 7.000 6.500 $3,619.25 6114633 SHELBYVILLE KY 40065 SFD 6.875 6.500 $2,348.52 6120563 OWINGS MILLS MD 21117 SFD 6.875 6.500 $3,264.71 6138144 FALL CITY WA 98024 SFD 6.875 6.500 $2,128.45 6138244 AMBLER PA 19002 SFD 7.000 6.500 $3,129.58 6144480 PARK CITY UT 84060 LCO 6.750 6.483 $2,101.46 6159930 CLIFFSIDE PARK NJ 07010 HCO 7.000 6.500 $2,649.57 6176223 MAPLE GROVE MN 55311 SFD 6.750 6.483 $2,270.09 6178387 DUNN LORING VA 22027 SFD 6.875 6.500 $3,886.30 6194493 BRUSH PRAIRIE WA 98606 SFD 7.000 6.500 $4,311.16 6200401 SEATTLE WA 98144 SFD 6.875 6.500 $2,686.84 6203792 WESTERN SPRINGS IL 60558 SFD 7.000 6.500 $2,383.78 6207603 BELDEN MS 38826 SFD 6.875 6.500 $3,021.87 6215157 GREEN OAKS IL 60048 SFD 6.875 6.500 $3,021.87 6219523 GRESHAM OR 97080 SFD 6.750 6.483 $2,756.54 6228803 ATLANTA GA 30350 SFD 6.875 6.500 $2,792.01 6237319 LITTLE SILVER NJ 07739 SFD 6.875 6.500 $3,389.75 6238466 DENVER CO 80210 SFD 6.875 6.500 $2,890.49 6253010 SAMMAMISH WA 98075 SFD 6.750 6.483 $3,427.84 6280403 HAHIRA GA 31632 SFD 6.625 6.358 $3,502.50 6283141 WEST WINDSOR NJ 08850 SFD 6.750 6.483 $2,172.80 6289410 SEA GROVE BEACH FL 32459 SFD 6.750 6.483 $3,757.98 6291915 PLYMOUTH MI 48170 SFD 6.750 6.483 $2,172.80 7895622 VIENNA VA 22181 SFD 7.125 6.500 $2,695.80 7979981 FALLS CHURCH VA 22046 SFD 7.125 6.500 $2,560.95 8106884 MURRIETA CA 92562 SFD 7.375 6.500 $3,094.22 8108695 ALLENDALE NJ 07401 SFD 7.125 6.500 $2,667.00 8110679 FORT COLLINS CO 80525 SFD 7.000 6.500 $4,324.47 8135294 ANNANDALE VA 22003 SFD 7.125 6.500 $2,506.62 8153681 MADEIRA BEACH FL 33785 SFD 7.375 6.500 $3,287.61 8174671 COLUMBIA MD 21044 SFD 7.125 6.500 $2,681.69 8219293 CLIVE IA 50325 SFD 7.125 6.500 $3,638.08 8352764 HERNDON VA 20171 SFD 7.125 6.500 $2,285.80 8353499 CUMMING IA 50061 SFD 7.375 6.500 $2,845.58 8367020 JERSEY CITY NJ 07305 LCO 7.375 6.500 $3,453.38 8370596 ITHACA NY 14850 SFD 7.375 6.500 $2,125.90 8378181 WARREN TOWNSHIP NJ 07059 SFD 7.000 6.500 $2,528.15 8380266 OMAHA NE 68154 SFD 7.000 6.500 $4,324.47 8382500 MIDLOTHIAN VA 23113 SFD 6.875 6.500 $2,627.72 8444620 RANDOLPH NJ 07945 SFD 6.875 6.500 $3,613.11 8465669 EL PASO TX 79912 SFD 7.000 6.500 $2,554.76 8472681 SOUTHLAKE TX 76092 SFD 6.750 6.483 $2,386.84 8478502 RAINIER WA 98576 SFD 7.000 6.500 $2,097.03 8491957 EL DORADO HILLS CA 95762 SFD 7.250 6.500 $3,069.79 8496641 IRVINE CA 92618 SFD 6.875 6.500 $2,484.46 8500070 SIGNAL HILL CA 90806 LCO 6.750 6.483 $3,415.17 8503771 OCEAN SPRINGS MS 39564 SFD 6.750 6.483 $2,432.24 8515511 WOODBURY MN 55125 SFD 6.375 6.108 $3,144.30 8544764 MILLERSVILLE MD 21108 SFD 7.000 6.500 $2,181.53 8548038 FOLSOM CA 95630 SFD 7.125 6.500 $2,482.03 8551850 HOLMDEL NJ 07733 SFD 7.250 6.500 $2,640.02 8555684 CLARKSVILLE MD 21029 SFD 6.750 6.483 $2,189.02 8558410 CROWNSVILLE MD 21032 SFD 7.125 6.500 $2,395.74 8566813 LAGUNA NIGUEL CA 92677 SFD 6.875 6.500 $3,085.59 8571013 SACRAMENTO CA 95829 SFD 7.125 6.500 $2,875.63 8577623 BURTONSVILLE MD 20866 SFD 7.125 6.500 $2,526.44 8580654 GLEN MILLS PA 19342 SFD 7.125 6.500 $2,503.09 8592221 EDINA MN 55436 SFD 7.000 6.500 $4,524.06 8596678 ELKRIDGE MD 21075 SFD 7.000 6.500 $2,125.31 8597144 IRVINE CA 92602 LCO 6.875 6.500 $2,091.49 8607767 FONTANA WI 53125 SFD 6.875 6.500 $4,204.34 8609424 FREDERICK MD 21704 SFD 7.000 6.500 $2,459.96 8633865 SAN DIEGO CA 92130 SFD 6.875 6.500 $4,598.50 8637122 WESTERVILLE OH 43082 SFD 7.250 6.500 $2,554.07 8641682 LONGMONT CO 80504 SFD 7.125 6.500 $2,485.68 8643254 WEST BLOOMFIELD MI 48324 SFD 7.250 6.500 $2,155.68 8651998 SALEM NH 03079 SFD 7.375 6.500 $2,395.12 8670761 WARREN TOWNSHIP NJ 07059 SFD 7.000 6.500 $2,661.21 8678763 IRVINE CA 92618 SFD 7.000 6.500 $2,633.88 8689151 SACRAMENTO CA 95829 SFD 6.750 6.483 $2,629.09 8695172 CAMARILLO CA 93012 SFD 7.250 6.500 $2,387.62 8697063 SAN DIEGO CA 92130 SFD 7.000 6.500 $3,058.73 8707949 THOUSAND OAKS CA 91320 SFD 7.000 6.500 $2,359.95 8710072 HERCULES CA 94547 SFD 6.625 6.358 $2,620.26 8712239 COLORADO SPRINGS CO 80908 SFD 7.250 6.500 $2,453.22 8727549 PLYMOUTH MN 55441 SFD 7.375 6.500 $2,179.77 8729401 PLEASANTON CA 94588 SFD 7.000 6.500 $6,060.91 8740022 WELLESLEY MA 02482 SFD 6.875 6.500 $2,778.81 8741087 PLEASANT HILL CA 94523 SFD 7.375 6.500 $2,808.50 8743038 WASHINGTON DC 20007 PUD 7.500 6.500 $2,489.20 8747353 SEVERNA PARK MD 21146 SFD 7.125 6.500 $6,737.19 8750669 WARREN NJ 07059 SFD 6.750 6.483 $2,918.69 8766708 BRUSH PRAIRIE WA 98606 SFD 6.750 6.483 $2,464.67 8772703 ANNANDALE VA 22003 SFD 7.000 6.500 $2,395.09 8773792 CAMARILLO CA 93012 SFD 7.250 6.500 $2,387.96 8802541 LINO LAKES MN 55038 SFD 7.000 6.500 $2,461.62 8811356 WHITMAN MA 02382 SFD 7.875 6.500 $2,518.92 8822213 ALBUQUERQUE NM 87107 SFD 7.000 6.500 $4,796.83 8822312 NEWPORT COAST CA 92657 SFD 7.000 6.500 $6,653.03 8824024 MIDDLE VILLAGE NY 11379 MF2 7.375 6.500 $3,232.36 8828967 SAN FRANCISCO CA 94114 SFD 7.125 6.500 $2,674.66 8829006 CASTAIC CA 91384 SFD 6.875 6.500 $2,295.97 8829740 SAN DIEGO CA 92128 SFD 7.000 6.500 $2,377.91 8839944 SKANEATELES NY 13152 SFD 7.500 6.500 $5,593.72 8842949 SAN DIEGO CA 92128 SFD 6.875 6.500 $2,201.50 8846634 MONTVILLE NJ 07045 SFD 6.875 6.500 $3,358.22 8846760 PROVINCETOWN MA 02657 SFD 7.250 6.500 $2,899.25 8852177 MINNETRISTA MN 55364 SFD 7.250 6.500 $5,465.29 8856435 SUNNYVALE CA 94086 SFD 6.625 6.358 $2,945.43 8858934 NIPOMO CA 93444 SFD 7.000 6.500 $2,038.49 8863559 KAILUA KONA HI 96740 LCO 6.625 6.358 $3,105.51 8866206 SANTA CRUZ CA 95060 SFD 7.250 6.500 $4,365.93 8867295 SANTA BARBARA CA 93108 SFD 6.875 6.500 $2,956.18 8867332 ENCINITAS CA 92024 SFD 6.500 6.233 $2,708.35 8867377 CALABASAS CA 91302 SFD 6.875 6.500 $2,531.15 8868573 ROCKVILLE MD 20850 SFD 6.750 6.483 $2,877.88 8870876 GREENVILLE DE 19807 SFD 7.125 6.500 $3,031.73 8872842 SAN JOSE CA 95125 SFD 7.250 6.500 $5,627.95 8874010 WEST COVINA CA 91791 SFD 7.500 6.500 $4,663.76 8876812 MT. VERNON NY 10552 SFD 6.750 6.483 $4,086.17 8876873 PAGOSA SPRINGS CO 81147 SFD 7.125 6.500 $2,162.64 8877275 SAUSALITO CA 94965 SFD 6.875 6.500 $2,897.06 8877311 MURRIETA CA 92562 SFD 7.125 6.500 $2,267.06 8881069 BETHESDA MD 20816 SFD 6.875 6.500 $6,523.30 8887755 CHICAGO IL 60614 SFD 7.000 6.500 $4,168.12 8893743 BRENTWOOD CA 94513 SFD 6.750 6.483 $2,149.45 8896629 CHESAPEAKE CITY MD 21915 SFD 6.875 6.500 $2,785.38 8901213 LEAWOOD KS 66224 SFD 6.875 6.500 $3,547.42 8902092 S SAN FRANCISCO CA 94080 SFD 6.875 6.500 $2,194.14 8903893 NEW YORK NY 10128 HCO 7.000 6.500 $5,733.24 8905081 COTO DE CAZA CA 92679 SFD 7.125 6.500 $2,526.44 8906173 SOMERS POINT NJ 08244 SFD 7.125 6.500 $3,537.02 8906200 STRATHMERE NJ 08248 SFD 7.250 6.500 $3,001.58 8906831 NEWPORT BEACH CA 92660 SFD 7.000 6.500 $3,180.15 8908837 WEST DES MOINES IA 50266 SFD 7.125 6.500 $3,631.34 8911452 ALPHARETTA GA 30022 SFD 7.125 6.500 $2,607.29 8917083 RIDGEWOOD NJ 07450 SFD 7.250 6.500 $2,495.06 8917230 SYOSSET NY 11791 SFD 7.000 6.500 $2,341.86 8917501 PACIFIC GROVE CA 93950 SFD 7.125 6.500 $3,368.59 8917942 LOS ANGELES CA 90049 SFD 7.000 6.500 $6,653.03 8918774 INVER GROVE HEIGH MN 55077 SFD 7.125 6.500 $3,665.03 8919502 REDWOOD CITY CA 94065 SFD 7.125 6.500 $3,368.59 8921193 LOS ANGELES CA 90069 SFD 7.125 6.500 $3,947.99 8923175 ROSWELL GA 30076 SFD 7.000 6.500 $2,075.74 8923684 SAN JOSE CA 95136 SFD 7.500 6.500 $3,015.36 8925483 PARKS AZ 86018 SFD 7.250 6.500 $2,728.71 8926403 CALISTOGA CA 94515 SFD 7.250 6.500 $2,217.07 8927350 COSTA MESA CA 92626 SFD 6.500 6.233 $2,133.23 8928502 MURRIETA CA 92562 SFD 6.625 6.358 $2,561.24 8929056 HOUSTON TX 77005 SFD 7.250 6.500 $3,820.19 8929075 POTOMAC FALLS VA 20165 SFD 7.375 6.500 $2,198.56 8929204 EXCELSIOR MN 55331 SFD 7.125 6.500 $2,893.62 8929270 PHOENIX AZ 85022 SFD 7.125 6.500 $2,391.70 8929276 MODESTO CA 95356 SFD 6.875 6.500 $2,660.56 8930470 SAN JOSE CA 95121 SFD 7.375 6.500 $2,714.35 8931470 HIDDEN HILLS CA 90212 SFD 6.875 6.500 $3,599.97 8932660 ALPHARETTA GA 30022 SFD 6.875 6.500 $2,496.33 8932737 LOWER MAKEFIELD PA 19067 SFD 6.875 6.500 $2,270.35 8932746 LOS ANGELES CA 90068 SFD 7.125 6.500 $2,102.00 8933538 YORBA LINDA CA 92886 SFD 6.750 6.483 $2,270.09 8933551 BELLEVUE WA 98008 SFD 7.000 6.500 $2,661.21 8933554 THOUSAND OAKS CA 91320 SFD 7.375 6.500 $3,142.57 8934133 ORLANDO FL 32832 SFD 7.250 6.500 $2,269.26 8934976 RANCHO CUCAMONGA CA 91739 SFD 7.125 6.500 $2,908.11 8935577 SAN RAFAEL CA 94901 SFD 6.875 6.500 $4,007.27 8937196 WASHINGTON DC 20016 SFD 7.125 6.500 $2,391.70 8937214 CHANTILLY VA 20151 SFD 7.000 6.500 $2,874.11 8938327 ALBUQUERQUE NM 87104 SFD 7.000 6.500 $3,326.51 9000118 ROCKLIN CA 95765 SFD 6.875 6.500 $2,233.56 9015915 GRANITE BAY CA 95746 SFD 7.875 6.500 $4,002.39 9036645 DOUGLASTON NY 11363 SFD 8.125 6.500 $3,712.49 9159278 SANTA ROSA CA 95403 SFD 6.875 6.500 $4,270.04 9159435 MOUNTAIN VIEW CA 94043 SFD 7.125 6.500 $3,741.84 9159908 SAN JOSE CA 95120 SFD 6.750 6.483 $2,788.97 9160573 SUNYVALE CA 94087 SFD 6.875 6.500 $2,693.41 9160938 LOS ALTOS CA 94024 SFD 7.125 6.500 $4,513.92 9163000 CASTRO VALLEY CA 94552 SFD 7.125 6.500 $2,336.46 9170168 NOVATO CA 94949 SFD 7.000 6.500 $6,653.03 9172594 SAN DIEGO CA 92130 SFD 6.500 6.233 $2,654.69 9192247 BERKELEY CA 94708 SFD 7.125 6.500 $3,126.06 9199175 LIVERMORE CA 94550 SFD 6.750 6.483 $4,265.19 9202664 CUPERTINO CA 95014 SFD 6.875 6.500 $2,680.27 9202946 CLAYTON CA 94517 SFD 6.750 6.483 $1,991.20 9205616 BRISBANE CA 94005 SFD 6.875 6.500 $2,890.49 9209158 SACRAMENTO CA 95822 SFD 6.750 6.483 $2,010.66 9225471 STOCKTON CA 95219 SFD 6.500 6.233 $3,081.34 9234725 SAN FRANCISCO CA 94122 MF2 6.875 6.500 $5,255.43 9244591 ESCONDIDO CA 92025 SFD 7.000 6.500 $2,295.30 9261595 DANA POINT CA 92629 SFD 7.125 6.500 $6,737.19 9261694 SAN FRANCISCO CA 94121 SFD 7.125 6.500 $3,004.79 9261744 SAN JOSE CA 95128 SFD 6.875 6.500 $2,036.48 9261884 CASTRO VALLEY CA 94552 SFD 6.625 6.358 $2,081.01 9262080 SAN JOSE CA 95135 SFD 6.625 6.358 $2,081.01 9263476 SAN JOSE CA 95135 SFD 7.000 6.500 $3,532.76 9263484 SAN FRANCISCO CA 94121 SFD 7.250 6.500 $3,138.01 9263849 ALAMEDA CA 94501 SFD 7.000 6.500 $2,607.99 9263977 PLEASANTON CA 94566 SFD 7.000 6.500 $2,528.15 9264128 FOLSOM CA 95630 SFD 7.000 6.500 $2,900.72 9265643 SEATTLE WA 98199 SFD 6.875 6.500 $2,253.27 9266255 STOCKTON CA 95219 SFD 7.250 6.500 $2,394.44 9270828 SAN JOSE CA 95133 SFD 7.125 6.500 $2,209.80 9271687 SAN RAMON CA 94583 SFD 7.500 6.500 $3,303.79 9272246 CAMPBELL CA 95008 SFD 6.875 6.500 $3,448.88 9272631 ALAMO CA 94507 SFD 6.875 6.500 $6,322.94 9274010 DANVILLE CA 94506 SFD 7.000 6.500 $2,168.89 9274383 BERKELEY CA 94707 SFD 7.250 6.500 $2,815.68 9274606 CAMPBELL CA 95008 SFD 6.750 6.483 $3,145.70 9274853 ROSS CA 94957 SFD 7.000 6.500 $4,091.61 9275777 SAN FRANCISCO CA 94121 SFD 7.125 6.500 $6,130.84 9275835 SAN JOSE CA 95127 SFD 7.125 6.500 $2,667.93 9277658 MORGAN HILL CA 95037 SFD 6.875 6.500 $2,627.72 9277674 SAN JOSE CA 95112 SFD 7.250 6.500 $2,356.92 9279381 NEWPORT BEACH CA 92660 SFD 7.000 6.500 $2,228.77 9280512 SAN MARINO CA 91108 SFD 6.750 6.483 $3,722.96 9281213 DAVIS CA 95616 SFD 7.000 6.500 $2,195.50 9281312 SAN JOSE CA 95127 SFD 7.000 6.500 $2,361.83 9282310 PACIFICA CA 94044 SFD 6.625 6.358 $1,943.99 9284878 CUPERTINO CA 95014 SFD 7.000 6.500 $4,324.47 9284951 FREMONT CA 94555 SFD 6.875 6.500 $2,299.25 9289166 MENLO PARK CA 94025 SFD 7.125 6.500 $3,251.37 9289745 KENTFIELD CA 94904 SFD 6.875 6.500 $3,941.58 9290206 CAMBRIA CA 93428 SFD 6.500 6.233 $2,149.04 9291311 MILPITAS CA 95035 SFD 6.750 6.483 $4,183.46 9292749 MARTINEZ CA 94553 SFD 7.000 6.500 $2,607.99 9292756 SAN JOSE CA 95140 SFD 6.750 6.483 $3,567.29 9292848 SAN FRANCISCO CA 94117 SFD 6.750 6.483 $3,956.45 9295155 REDWOOD CITY CA 94062 SFD 7.000 6.500 $4,870.02 9295853 HARWINTON CT 06791 SFD 7.500 6.500 $3,492.22 9297367 KENTFIELD CA 94904 SFD 6.875 6.500 $3,448.88 9297482 PORTLAND OR 97266 SFD 6.750 6.483 $2,075.52 9298720 SALT LAKE CITY UT 84103 SFD 7.500 6.500 $3,496.08 9300385 CUPERTINO CA 95014 SFD 6.750 6.483 $3,301.37 9300765 MARTINEZ CA 94553 SFD 7.125 6.500 $2,236.75 9301425 LAFAYETTE CA 94549 SFD 6.875 6.500 $3,547.42 9302035 SARATOGA CA 95070 SFD 6.875 6.500 $3,803.62 9302688 DARIEN IL 60561 SFD 6.750 6.483 $2,285.01 9303496 NAPA CA 94558 SFD 6.750 6.483 $3,275.42 9305103 SAN JOSE CA 95135 SFD 6.750 6.483 $3,398.66 9306804 SAN JOSE CA 95118 SFD 7.250 6.500 $2,947.01 9307455 DANVILLE CA 94506 SFD 6.875 6.500 $3,284.65 9307463 LIVERMORE CA 94550 SFD 6.750 6.483 $2,179.29 9307828 YONGES ISLAND SC 29449 SFD 6.750 6.483 $2,756.55 9308248 HOUSTON TX 77068 SFD 6.750 6.483 $2,446.84 9313297 NAPERVILLE IL 60565 SFD 6.750 6.483 $2,289.56 9316332 DANVILLE CA 94506 SFD 7.125 6.500 $2,884.87 9317223 SAN JOSE CA 95112 SFD 7.000 6.500 $2,202.16 9318015 SAN FRANSISCO CA 94123 LCO 6.750 6.483 $2,542.51 9322777 BERKELEY CA 94707 SFD 7.000 6.500 $2,847.50 9324948 SAN JOSE CA 95116 SFD 6.875 6.500 $2,601.44 9325788 MANHATTAN BEACH CA 90266 SFD 6.750 6.483 $3,606.21 9326042 GRAND JUNCTION CO 81505 SFD 7.000 6.500 $3,326.52 9326480 PASADENA CA 91103 SFD 7.125 6.500 $2,896.99 9326838 SAN BRUNO CA 94066 SFD 6.875 6.500 $2,847.79 9327242 SANTA CLARITA CA 91350 SFD 7.000 6.500 $2,811.57 9327355 ORINDA CA 94563 SFD 6.750 6.483 $2,594.40 9327647 LAFAYETTE CA 94549 SFD 7.625 6.500 $2,477.28 9329052 SANTA CRUZ CA 95060 SFD 7.000 6.500 $2,162.24 9329067 ALBANY CA 94706 SFD 7.500 6.500 $2,731.14 9329829 OVERGAARD AZ 85933 SFD 7.125 6.500 $5,524.50 9329915 MONTARA CA 94037 SFD 7.375 6.500 $2,175.63 9330023 SAN JOSE CA 95148 SFD 7.000 6.500 $4,284.55 9330147 SAN JOSE CA 95132 SFD 6.625 6.358 $1,973.76 9330162 SANTA CRUZ CA 95062 SFD 7.250 6.500 $2,182.97 9330945 PALATINE IL 60067 SFD 7.000 6.500 $2,062.44 9330968 OAKLAND CA 94602 MF2 6.875 6.500 $2,929.91 9331204 HOLLISTER CA 95023 SFD 7.375 6.500 $4,144.05 9331280 REDWOOD CITY CA 94061 SFD 7.250 6.500 $3,226.70 9331752 LAFAYETTE CA 94549 SFD 6.750 6.483 $2,192.27 9332191 SAN FRANCISCO CA 94132 SFD 7.000 6.500 $2,135.63 9332200 CAMPBELL CA 95008 SFD 7.125 6.500 $2,189.59 9332221 HERCULES CA 94547 SFD 7.125 6.500 $2,085.84 9332305 LOS ANGELES CA 90068 SFD 6.875 6.500 $3,324.06 9332530 ROSEVILLE CA 95661 SFD 7.000 6.500 $2,235.42 9332549 ORINDA CA 94563 SFD 7.125 6.500 $3,705.46 9332629 SAN JOSE CA 95135 SFD 7.000 6.500 $2,444.99 9332911 DANVILLE CA 94526 SFD 7.125 6.500 $2,856.57 9332970 DANVILLE CA 94506 SFD 7.250 6.500 $2,660.49 9333166 SAN RAMON CA 94583 SFD 6.875 6.500 $2,714.76 9333691 SAN FRANCISCO CA 94110 SFD 7.000 6.500 $3,326.52 9333717 UNION CITY CA 94587 SFD 6.750 6.483 $2,529.54 9333937 FELTON CA 95018 SFD 7.500 6.500 $2,272.45 9334074 OAKLAND CA 94610 SFD 7.250 6.500 $2,373.98 9334128 SAN FRANCISCO CA 94123 LCO 7.000 6.500 $4,011.78 9334593 ZEPHYR COVE NV 89448 SFD 7.125 6.500 $2,742.03 9334611 OAKLAND CA 94611 SFD 6.750 6.483 $3,405.14 9334853 MILLBRAE CA 94030 SFD 6.875 6.500 $3,153.26 9334856 SOUTH SAN FRANCIS CA 94080 SFD 7.000 6.500 $2,860.80 9334860 BERKELEY CA 94704 SFD 6.875 6.500 $3,258.37 9334993 MILLBRAE CA 94030 SFD 7.375 6.500 $4,007.99 9335208 SAN JOSE CA 95127 SFD 7.000 6.500 $3,882.04 9335210 PACIFICA CA 94044 SFD 7.250 6.500 $2,769.64 9335242 SAN JOSE CA 95148 SFD 7.125 6.500 $2,896.99 9335297 PALO ALTO CA 94306 SFD 6.875 6.500 $3,251.80 9335667 CASTRO VALLEY CA 94552 SFD 7.250 6.500 $2,659.13 9335784 SALINAS CA 93907 SFD 7.000 6.500 $3,087.01 9336024 LOS ANGELES CA 91364 SFD 6.750 6.483 $2,996.53 9336467 CASTRO VALLEY CA 94552 SFD 7.125 6.500 $2,681.40 9336475 SAN RAMON CA 94583 SFD 7.000 6.500 $2,162.24 9336522 SOQUEL CA 95073 SFD 6.750 6.483 $2,111.19 9336612 AUBURN CA 95602 SFD 6.750 6.483 $2,510.08 9336622 SANTA CRUZ CA 95060 SFD 6.750 6.483 $2,406.30 9336649 SAN FRANCISCO CA 94114 SFD 7.000 6.500 $3,153.54 9336779 PLEASANTON CA 94588 SFD 6.750 6.483 $2,056.06 9336926 TRABUCO CYN AREA CA 92679 SFD 6.875 6.500 $2,299.25 9337681 SAN JOSE CA 95125 SFD 6.750 6.483 $3,262.45 9337685 SARATOGA CA 95070 SFD 7.125 6.500 $3,873.89 9337720 PLEASANTON CA 94566 SFD 6.750 6.483 $2,776.00 9337765 SAN FRANCISCO CA 94116 SFD 6.875 6.500 $2,417.50 9337796 REDWOOD CITY CA 94061 SFD 7.250 6.500 $5,252.76 9337798 BURLINGAME CA 94010 SFD 7.125 6.500 $3,772.83 9337802 WOODSIDE CA 94062 SFD 7.250 6.500 $6,787.66 9337843 SAN MATEO CA 94402 SFD 6.875 6.500 $4,467.12 9337889 SAN RAFAEL CA 94903 SFD 6.750 6.483 $2,951.13 9337913 FOLSOM CA 95630 SFD 6.750 6.483 $2,951.13 9337914 ALAMEDA CA 94502 SFD 7.500 6.500 $2,443.76 9337921 PIEDMONT CA 94611 SFD 6.625 6.358 $2,803.29 9337925 DANVILLE CA 94506 SFD 6.750 6.483 $3,697.01 9338009 SAN FRANCISCO CA 94112 SFD 7.125 6.500 $2,337.81 9338103 PALO ALTO CA 94301 SFD 6.875 6.500 $3,284.65 9338108 HILLSBOROUGH CA 94010 SFD 6.875 6.500 $3,416.03 9338127 WALNUT CREEK CA 94596 SFD 6.875 6.500 $2,654.00 9338130 LOS GATOS CA 95030 SFD 6.750 6.483 $4,215.89 9338256 SAN CARLOS CA 94070 SFD 6.750 6.483 $3,567.29 9338315 MORGAN HILL CA 95037 SFD 6.625 6.358 $2,433.19 9338317 SAN JOSE CA 95124 SFD 6.625 6.358 $2,689.31 9338372 GRANITE BAY CA 95746 SFD 6.875 6.500 $3,941.58 9338423 DANVILLE CA 94506 SFD 7.000 6.500 $2,095.71 9338511 LOS ALTOS CA 94024 SFD 6.875 6.500 $3,580.27 9338521 PIEDMONT CA 94611 SFD 6.750 6.483 $3,891.59 9338775 KIRKLAND WA 98033 SFD 7.125 6.500 $2,981.21 9339296 PLEASANTON CA 94588 SFD 6.625 6.358 $2,753.34 9339328 AUBURN CA 95603 SFD 6.750 6.483 $2,067.41 9339449 CORONA DEL MAR CA 92625 SFD 6.875 6.500 $6,569.29 9339527 WESTLAKE VILLAGE CA 91361 SFD 6.750 6.483 $5,240.68 9339600 CHICO CA 95973 SFD 6.750 6.483 $2,289.56 9339642 FOSTER CITY CA 94404 SFD 6.875 6.500 $2,318.96 9339785 PLEASANTON CA 94588 SFD 7.000 6.500 $4,830.76 9339863 SEATTLE WA 98103 SFD 6.625 6.358 $3,576.46 9339895 SAN RAFAEL CA 94903 SFD 6.750 6.483 $4,215.89 9339978 LOS ALTOS CA 94024 SFD 6.750 6.483 $2,724.12 9340061 MILL VALLEY CA 94941 SFD 6.750 6.483 $3,106.79 9340063 DANVILLE CA 94526 SFD 7.000 6.500 $2,017.20 9340112 LOS ANGELES CA 90066 SFD 6.625 6.358 $2,625.28 9340113 LA CANADA CA 91011 SFD 7.125 6.500 $3,267.54 9340175 PLEASANTON CA 94588 SFD 6.875 6.500 $2,194.15 9340370 SAN FRANCISCO CA 94107 LCO 6.625 6.358 $2,151.45 9340542 THOUSAND OAKS CA 91320 SFD 7.250 6.500 $2,319.40 9340555 PASADENA CA 91105 SFD 6.875 6.500 $3,534.28 9340668 SALT LAKE CITY UT 84121 SFD 7.000 6.500 $2,135.63 9341237 RCHO STA MARG CA 92688 SFD 7.250 6.500 $2,251.19 9341309 ORANGE CA 92869 SFD 7.000 6.500 $2,062.44 9341377 SARATOGA CA 95070 SFD 7.875 6.500 $4,060.39 9341393 WOODSIDE CA 94062 SFD 6.875 6.500 $4,270.04 9341415 APTOS CA 95003 SFD 6.750 6.483 $2,983.56 9341491 RANCHO PALOS VERDES CA 90275 SFD 6.875 6.500 $2,693.41 9341622 HAYWARD CA 94545 SFD 6.750 6.483 $2,179.29 9342092 SOUTH SAN FRANCIS CA 94080 SFD 6.875 6.500 $2,910.20 9342134 EAST PALO ALTO CA 94303 SFD 7.125 6.500 $2,189.59 9342282 CORONADO CA 92118 SFD 6.750 6.483 $3,599.72 9342283 LA HONDA CA 94020 SFD 7.000 6.500 $2,474.93 9342304 BERKELEY CA 94705 SFD 7.250 6.500 $2,312.58 9342462 MILLBRAE CA 94030 SFD 6.750 6.483 $2,756.55 9342463 SAN JOSE CA 95124 SFD 7.000 6.500 $2,320.25 9342619 STINSON BEACH CA 94970 SFD 6.875 6.500 $2,200.72 9342783 PETALUMA CA 94952 SFD 6.500 6.233 $2,212.24 9342841 KENTFIELD CA 94904 SFD 7.000 6.500 $4,983.12 9343084 NORCO CA 92860 SFD 7.375 6.500 $2,096.20 9343412 SAN MARTIN CA 95046 SFD 7.500 6.500 $4,691.73 9343660 LAFAYETTE CA 94549 SFD 6.875 6.500 $2,659.25 9343676 PORTLAND OR 97201 SFD 7.250 6.500 $2,489.95 9343923 UPPER MONTCLAIR NJ 07043 SFD 6.625 6.358 $2,433.19 9344094 PEBBLE BEACH CA 93953 SFD 6.750 6.483 $4,215.89 9344170 MIAMI FL 33156 SFD 6.750 6.483 $3,275.42 9344528 PLACERVILLE CA 95667 SFD 6.750 6.483 $2,247.40 9344624 SAN FRANCISCO CA 94122 SFD 6.625 6.358 $2,337.14 9344823 LIVERMORE CA 94550 SFD 6.750 6.483 $2,507.48 9345039 MENLO PARK CA 94025 SFD 6.750 6.483 $2,833.08 9345156 MIDLAND VA 22728 SFD 6.750 6.483 $1,991.20 9345265 CUPERTINO CA 95014 SFD 6.875 6.500 $4,498.32 9345339 LEABURG OR 97489 SFD 7.125 6.500 $2,652.77 9345531 LONG BEACH NY 11561 SFD 7.125 6.500 $3,158.06 9345867 SONOMA CA 95476 SFD 6.750 6.483 $3,797.55 9345911 SHERMAN OAKS CA 91423 SFD 7.000 6.500 $2,860.80 9345925 SAN RAFAEL CA 94901 SFD 6.750 6.483 $3,145.70 9346386 SAN CLEMENTE CA 92673 SFD 6.750 6.483 $2,280.47 9346501 MENLO PARK CA 94025 SFD 6.625 6.358 $4,866.37 9346624 ALAMEDA CA 94501 SFD 6.750 6.483 $2,607.37 9347082 DANA POINT CA 92624 SFD 7.375 6.500 $6,699.55 9347121 LOS ALTOS HILLS CA 94022 SFD 6.875 6.500 $5,255.43 9347161 NEWPORT BEACH CA 92663 SFD 6.875 6.500 $2,706.55 9347424 CARLSBAD CA 92009 SFD 6.875 6.500 $3,074.43 9347524 VACAVILLE CA 95688 SFD 6.625 6.358 $2,119.43 9347834 LAGUNA NIGUEL CA 92677 SFD 6.750 6.483 $2,464.68 9347899 BERKLEY CA 94703 MF2 6.875 6.500 $2,989.03 9348095 HILLSBOROUGH CA 94010 SFD 6.750 6.483 $4,073.20 9348116 SANTA ROSA CA 95409 SFD 7.250 6.500 $2,524.06 9348801 BELMONT CA 94002 SFD 6.750 6.483 $3,106.79 9348837 FREMONT CA 94536 SFD 6.875 6.500 $2,647.43 9348847 DRAPER UT 84020 SFD 6.875 6.500 $3,546.76 9349162 ENGLEWOOD CO 80111 SFD 6.750 6.483 $2,529.54 9349194 SAN FRANCISCO CA 94123 SFD 6.750 6.483 $4,215.89 9349294 WALNUT CREEK CA 94598 SFD 6.875 6.500 $2,397.79 9349555 SAN FRANCISCO CA 94117 SFD 7.000 6.500 $6,653.03 9349914 PETALUMA CA 94954 SFD 6.750 6.483 $2,782.49 9350293 YORBA LINDA CA 92887 SFD 6.875 6.500 $3,396.33 9350480 SAN CARLOS CA 94070 SFD 6.875 6.500 $2,785.38 9351414 MENLO PARK CA 94025 SFD 7.250 6.500 $6,207.81 9351695 LAFAYETTE CA 94549 SFD 6.875 6.500 $3,232.09 9351757 KENTFIELD CA 94904 SFD 7.000 6.500 $2,395.09 9351779 GLOUCESTER MA 01930 SFD 6.875 6.500 $3,941.58 9351985 DALY CITY CA 94015 SFD 7.000 6.500 $2,142.28 9352068 RENO NV 89511 SFD 7.000 6.500 $2,960.60 9352153 SAN JOSE CA 95124 SFD 6.875 6.500 $3,120.42 9352272 STAMFORD CT 06903 SFD 6.875 6.500 $3,416.03 9352287 CARLSBAD CA 92008 SFD 6.750 6.483 $2,079.41 9352487 LAFAYETTE CA 94549 SFD 7.000 6.500 $3,815.51 9352606 SAN FRANCISCO CA 94121 SFD 6.875 6.500 $3,280.71 9352754 HINSDALE IL 60521 SFD 6.875 6.500 $2,627.72 9352762 LOOMIS CA 95650 SFD 6.750 6.483 $3,073.06 9352783 EVANSTON IL 60201 SFD 6.750 6.483 $2,756.55 9352827 ALBANY CA 94706 SFD 7.000 6.500 $3,659.17 9352843 SAN JOSE CA 95125 MF2 6.750 6.483 $2,879.78 9352939 BEND OR 97702 SFD 6.875 6.500 $3,063.92 9353500 NORTHRIDGE(AREA) CA 91326 SFD 7.250 6.500 $2,455.83 9354249 RENTON WA 98056 SFD 6.625 6.358 $3,028.67 9354343 CHICAGO IL 60614 SFD 6.750 6.483 $5,902.25 9354437 DUBLIN CA 94568 SFD 6.875 6.500 $3,048.15 9354610 CORTE MADERA CA 94925 SFD 6.750 6.483 $2,198.75 9354655 SAN DIEGO CA 92131 SFD 6.750 6.483 $2,623.58 9354672 MORAGA CA 94556 SFD 7.000 6.500 $4,195.40 9354829 GRANTS PASS OR 97527 SFD 6.875 6.500 $2,194.15 9354875 SAN ANTONIO TX 78256 SFD 6.875 6.500 $2,128.45 9355804 ST. CHARLES IL 60175 SFD 6.750 6.483 $2,334.96 9356153 DANVILLE CA 94526 SFD 7.000 6.500 $2,158.91 9356318 OAKLAND CA 94611 SFD 7.125 6.500 $2,694.88 9356470 SAINT HELENA CA 94574 SFD 6.750 6.483 $3,794.30 9356904 DANVILLE CA 94526 SFD 6.875 6.500 $2,759.11 9357058 GLENVIEW IL 60025 SFD 6.875 6.500 $2,272.98 9357118 WESTERN SPRINGS IL 60558 SFD 6.750 6.483 $2,523.05 9357203 MENLO PARK CA 94028 SFD 6.875 6.500 $3,580.27 9357348 PALOS VERDES ESTA CA 90274 SFD 7.250 6.500 $6,141.30 9357592 KILDEER IL 60047 SFD 6.750 6.483 $2,078.76 9357971 PARK CITY UT 84060 SFD 6.875 6.500 $2,529.18 9357972 TOMBALL TX 77375 SFD 6.625 6.358 $3,653.29 9358817 NORTHBROOK IL 60062 SFD 6.750 6.483 $2,270.10 9359918 PALO ALTO CA 94303 SFD 6.750 6.483 $2,853.84 9360707 LIVERMORE CA 94550 SFD 6.875 6.500 $2,062.76 9360902 CARMEL CA 93923 SFD 7.000 6.500 $2,661.21 9361023 FREMONT CA 94536 SFD 6.875 6.500 $2,305.82 9361043 SARATOGA CA 95070 SFD 6.875 6.500 $4,270.04 9361165 DANVILLE CA 94506 SFD 7.125 6.500 $5,179.55 9361185 BERKELEY CA 94705 SFD 6.750 6.483 $4,202.92 9361239 FREMONT CA 94539 SFD 6.875 6.500 $2,851.08 9361543 WESTERN SPRINGS IL 60558 SFD 6.875 6.500 $2,348.52 9361898 SAN RAFAEL CA 94901 SFD 7.125 6.500 $2,405.18 9362108 NEWARK CA 94560 SFD 6.500 6.233 $2,123.75 9362118 OAKLAND CA 94611 SFD 6.875 6.500 $2,463.49 9362203 TIBURON CA 94920 SFD 6.875 6.500 $3,613.11 9362345 TEMPLETON CA 93465 SFD 6.750 6.483 $2,133.89 9362372 IRVINE CA 92620 SFD 6.750 6.483 $2,107.94 9362503 PLEASANTON CA 94566 SFD 6.875 6.500 $4,269.71 9362517 LOS ANGELES CA 90069 SFD 6.875 6.500 $5,124.05 9362821 ALAMO CA 94507 SFD 6.750 6.483 $2,874.92 9362902 SAN DIEGO CA 92131 SFD 6.750 6.483 $2,432.25 9362919 FAIRFAX CA 94930 SFD 6.750 6.483 $2,529.54 9362924 ORANGE (AREA) CA 92869 SFD 6.875 6.500 $6,437.91 9362943 PORTLAND OR 97212 SFD 6.625 6.358 $3,481.69 9362983 LOS ANGELES CA 90064 SFD 6.875 6.500 $3,448.88 9363387 SAN RAFAEL CA 94901 SFD 7.375 6.500 $4,351.26 9363425 LAGRANGE IL 60525 SFD 6.875 6.500 $2,135.02 9363573 NAPA CA 94559 SFD 6.750 6.483 $2,205.24 9363574 WALNUT CREEK CA 94598 SFD 6.750 6.483 $2,594.40 9363722 MILL VALLEY CA 94941 SFD 6.750 6.483 $2,049.57 9363825 EVANSTON IL 60203 SFD 6.875 6.500 $2,463.49 9363885 YORBA LINDA CA 92887 SFD 7.000 6.500 $3,467.56 9364013 SALEM OR 97304 SFD 6.625 6.358 $4,219.65 9364100 NAPA CA 94558 MF2 6.875 6.500 $3,069.50 9364268 MENLO PARK CA 94028 SFD 6.875 6.500 $3,711.65 9431806 DENVER CO 80210 SFD 6.750 6.483 $2,594.40 9431815 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $2,483.19 9432766 GRANITE BAY CA 95746 SFD 6.750 6.483 $2,386.85 9434914 SAN JOSE CA 95120 SFD 6.750 6.483 $4,086.17 9435778 NEWTON MA 02465 SFD 6.875 6.500 $4,112.38 9437907 SEATTLE WA 98177 SFD 7.125 6.500 $4,008.63 9438233 NAPERVILLE IL 60564 SFD 6.750 6.483 $2,334.96 9439020 MISSION VIEJO CA 92692 SFD 6.500 6.233 $2,117.43 9439125 RANCHO MIRAGE CA 92270 SFD 6.750 6.483 $2,427.71 9439237 DOBBS FERRY NY 10522 SFD 6.875 6.500 $2,562.03 9439458 SAN JOSE CA 95133 SFD 6.625 6.358 $2,625.28 9439598 OREM UT 84097 SFD 6.875 6.500 $2,703.27 9440544 LITTLETON CO 80126 SFD 6.625 6.358 $2,305.12 9440780 BURR RIDGE IL 60527 SFD 6.875 6.500 $4,270.04 9441003 FULLERTON CA 92835 SFD 7.125 6.500 $2,990.64 9441022 FREMONT CA 94536 SFD 6.500 6.233 $2,117.43 9441128 LAGUNA HILLS CA 92653 SFD 8.875 6.500 $4,893.22 9442112 NEWCASTLE CA 95658 SFD 6.750 6.483 $3,450.22 9442153 LAFAYETTE CA 94549 SFD 6.875 6.500 $3,387.13 9442176 IRVINE CA 92612 SFD 6.750 6.483 $3,145.70 9442367 NEWHALL CA 91321 SFD 7.125 6.500 $2,829.62 9442445 LAGUNA BEACH CA 92651 SFD 6.750 6.483 $6,485.98 9442755 PLAYA DEL REY(ARE CA 90293 SFD 6.625 6.358 $3,220.59 9443044 TRABUCO CANYON(AR CA 92679 SFD 6.750 6.483 $1,978.23 9443293 AURORA CO 80015 SFD 6.625 6.358 $2,641.29 9443918 GARDEN GROVE CA 92841 SFD 6.625 6.358 $2,625.28 9444158 SAN MARINO CA 91108 SFD 6.750 6.483 $3,697.01 9444163 LA JOLLA(AREA) CA 92037 SFD 6.750 6.483 $3,800.79 9444337 ESCONDIDO CA 92026 SFD 6.625 6.358 $2,145.05 9444581 SAN JOSE CA 95138 SFD 6.750 6.483 $3,372.71 9444817 LONG BEACH CA 90815 SFD 7.000 6.500 $2,594.68 9445173 GRANITE BAY CA 95746 SFD 6.625 6.358 $2,381.96 9445265 BARRINGTON IL 60010 SFD 7.000 6.500 $3,110.29 9445450 BEVERLY HILLS CA 90210 LCO 7.125 6.500 $5,340.57 9445658 SAN RAMON CA 94583 SFD 6.875 6.500 $2,463.49 9445773 DUBLIN CA 94568 SFD 6.750 6.483 $2,360.90 9445977 PLEASANTON CA 94566 SFD 6.750 6.483 $2,364.79 9446127 SANTA MONICA CA 90402 SFD 6.625 6.358 $6,403.11 9447515 PORT ST LUCIE FL 34989 SFD 6.625 6.358 $2,113.03 9448924 BURLINGTON MA 01803 SFD 6.875 6.500 $2,095.60 9450379 THOUSAND OAKS CA 91362 SFD 6.875 6.500 $2,128.45 9451941 WACONIA MN 55387 SFD 7.250 6.500 $2,967.47 9453308 ECLECTIC AL 36092 SFD 6.750 6.483 $2,270.09 9453383 EDWARDS CO 81632 PUD 6.875 6.500 $2,450.34 9453699 ELK POINT SD 57025 SFD 6.875 6.500 $2,497.48 9453873 WARREN NJ 07059 SFD 6.750 6.483 $3,567.29 9454745 JAMESTOWN NC 27265 SFD 6.750 6.483 $2,261.47 9455110 FORT COLLINS CO 80525 SFD 6.875 6.500 $2,417.50 9455315 SAN CLEMENTE CA 92672 SFD 6.625 6.358 $6,146.99 9456202 FOLSOM CA 95630 SFD 6.750 6.483 $2,370.63 9456394 CROWNSVILLE MD 21032 SFD 6.750 6.483 $2,604.74 9457180 VIENNA VA 22181 SFD 6.875 6.500 $2,299.25 9457582 GREEN BAY WI 54311 SFD 7.000 6.500 $3,080.35 9458595 ALPHARETTA GA 30004 SFD 6.625 6.358 $2,189.86 9460700 SANTA MONICA CA 90405 SFD 6.750 6.483 $2,517.21 9462174 CLARKSVILLE MD 21029 SFD 7.000 6.500 $2,349.52 9462394 BELLEVUE WA 98005 SFD 7.000 6.500 $3,160.19 9462646 PICKERINGTON OH 43147 SFD 6.875 6.500 $2,627.72 9463139 EXTON PA 19341 SFD 6.750 6.483 $2,594.39 9464671 ANN ARBOR MI 48103 SFD 6.750 6.483 $2,099.51 9465620 CORONA DEL MAR CA 92625 LCO 6.750 6.483 $2,698.17 9466558 OLATHE KS 66061 SFD 7.000 6.500 $2,727.74 9467271 PLYMOUTH MN 55441 SFD 6.750 6.483 $2,380.36 9467607 AGOURA HILLS CA 91301 SFD 6.875 6.500 $5,255.43 9467654 VALDOSTA GA 31605 SFD 6.625 6.358 $2,305.12 9468008 BELLE MEAD NJ 08502 SFD 6.875 6.500 $2,364.94 9468602 AUDUBON PA 19403 SFD 7.000 6.500 $2,799.26 9468670 RANCHO PALOS VERD CA 90275 SFD 6.875 6.500 $4,237.19 9470119 ALEXANDRIA VA 22314 SFD 6.875 6.500 $2,864.21 9470290 VIENNA VA 22182 SFD 6.750 6.483 $3,145.70 9472212 MAPLE GROVE MN 55311 SFD 7.250 6.500 $3,410.88 9476594 SANTA BARBARA CA 93103 SFD 6.500 6.233 $3,244.28 9486233 CEDAR RAPIDS IA 52411 SFD 6.750 6.483 $2,523.05 9496390 PRINCETON JCT NJ 08550 SFD 7.000 6.500 $2,411.72 9499014 MONMOUTH BEACH NJ 07750 SFD 7.000 6.500 $3,991.82 9503424 HOUSTON TX 77025 SFD 6.750 6.483 $3,451.58 9552039 BLOOMFIELD HILLS MI 48301 SFD 6.875 6.500 $2,790.31 9868465 TAMPA FL 33626 SFD 7.000 6.500 $2,315.25 9869043 DIX HILLS NY 11746 SFD 7.000 6.500 $2,927.33 9869562 LEESBURG VA 20176 SFD 6.500 6.233 $2,667.33 9870577 WESTON MA 02493 SFD 6.750 6.483 $2,270.10 9871246 GAITHERSBURG MD 20878 SFD 6.625 6.358 $2,273.10 9871467 WOODLAND HILLS CA 91364 SFD 7.000 6.500 $2,208.80 9872045 BELMONT CA 94002 SFD 7.000 6.500 $2,357.83 9873716 MORAGA CA 94556 SFD 6.875 6.500 $2,745.96 9873854 SAN JOSE CA 95121 SFD 6.625 6.358 $2,876.28 9873906 BOCA RATON FL 33428 PUD 7.375 6.500 $2,431.18 9873932 OJAI CA 93023 SFD 6.750 6.483 $2,010.65 9874020 BRIDGEHAMPTON NY 11932 SFD 6.875 6.500 $2,364.94 9874324 LAGUNA NIGUEL CA 92677 PUD 7.000 6.500 $2,574.72 9874408 SAN DIEGO CA 92130 SFD 7.000 6.500 $3,991.82 9874473 SAN MARCOS CA 92078 SFD 6.625 6.358 $2,049.00 9874649 WALDORF MD 20601 SFD 7.125 6.500 $2,158.97 9874665 WALNUT CREEK CA 94598 SFD 7.000 6.500 $2,607.99 9874844 FRISCO TX 75034 PUD 7.000 6.500 $4,304.17 9875188 LOS ANGELES CA 90064 SFD 6.875 6.500 $3,389.75 9875231 NEWPORT BEACH CA 92660 SFD 7.250 6.500 $2,926.54 9875264 EL DORADO HILLS CA 95762 PUD 6.875 6.500 $3,613.11 9875928 SEARINGTOWN NY 11576 SFD 6.750 6.483 $2,107.95 9876067 FOWLERVILLE MI 48836 SFD 7.250 6.500 $2,182.96 9878204 EL SOBRANTE CA 94803 SFD 6.625 6.358 $2,561.24 9880406 NORTH WOODMERE NY 11581 SFD 6.750 6.483 $2,334.95 9882669 CENTERPORT NY 11721 SFD 6.875 6.500 $2,332.10 9882693 ACWORTH GA 30101 SFD 8.500 6.500 $2,458.99 9883841 CHESTERFIELD VA 23838 SFD 7.500 6.500 $6,432.78 9884791 GAINESVILLE GA 30506 SFD 6.875 6.500 $4,204.35 9886198 LAKE SUCCESS NY 11042 SFD 6.750 6.483 $2,853.83 9886276 KELLER TX 76248 SFD 6.625 6.358 $2,751.04 9886667 FRISCO TX 75034 SFD 7.000 6.500 $2,091.05 9887366 BLUE POINT NY 11715 SFD 7.250 6.500 $2,148.86 9887964 ROCHESTER HILLS MI 48037 SFD 7.250 6.500 $2,319.40 9888044 MC KINNEY TX 75070 SFD 6.875 6.500 $2,276.92 9888759 WANTAGH NY 11793 SFD 6.750 6.483 $1,971.74 9888782 NORTHPORT NY 11768 SFD 7.250 6.500 $2,101.10 9889211 HAYMARKET VA 20169 PUD 7.125 6.500 $2,252.91 9890696 HARRINGTON PARK NJ 07640 SFD 6.500 6.233 $2,322.85 9891177 SILVER SPRING MD 20905 SFD 6.750 6.483 $2,412.79 9892576 DALLAS TX 75240 PUD 6.875 6.500 $2,159.98 9917002 ATLANTA GA 30319 SFD 7.500 6.500 $2,343.77
WFMBS WFMBS 2002-02 EXHIBIT F-1A GROUP I LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi) ----- -------- --------- -------------- ----- ------- ---------- -------- ----------- ---------- CUT-OFF MORTGAGE ORIGINAL SCHEDULED DATE MORTGAGE MASTER FIXED LOAN TERM TO MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD -------- -------- --------- -------------- ----- ------- ---------- -------- ----------- ---------- 3858274 360 1-Nov-31 $399,325.97 72.73 0.250 0.017 0.108 4234611 360 1-Dec-31 $599,508.18 37.50 0.250 0.017 0.233 4260614 360 1-Dec-31 $427,549.25 80.00 0.250 0.017 0.233 4290344 360 1-Dec-31 $310,751.29 55.04 0.250 0.017 0.358 4297968 360 1-Oct-31 $548,735.47 74.32 0.250 0.017 0.608 4298211 360 1-Nov-31 $509,019.31 68.09 0.250 0.017 0.000 4303096 360 1-Jan-32 $344,700.00 80.00 0.250 0.017 0.108 4326557 360 1-Dec-31 $342,718.84 70.00 0.250 0.017 0.233 4329292 360 1-Jan-32 $481,293.00 75.20 0.250 0.017 0.108 4330075 360 1-Jan-32 $650,000.00 65.00 0.250 0.017 0.108 4332399 360 1-Dec-31 $390,679.49 76.41 0.250 0.017 0.233 4334904 360 1-Dec-31 $347,700.37 77.33 0.250 0.017 0.000 4338276 360 1-Nov-31 $331,440.58 69.89 0.250 0.017 0.108 4338845 360 1-Dec-31 $599,188.19 63.16 0.250 0.017 0.358 4347971 360 1-Nov-31 $484,141.83 62.58 0.250 0.017 0.000 4348534 360 1-Nov-31 $873,630.69 47.30 0.250 0.017 0.483 4348919 360 1-Dec-31 $392,385.97 79.99 0.250 0.017 0.358 4348950 360 1-Dec-31 $479,586.72 80.00 0.250 0.017 0.000 4349055 360 1-Oct-31 $360,150.04 91.39 06 0.250 0.017 0.483 4349075 360 1-Dec-31 $949,182.06 54.29 0.250 0.017 0.000 4349436 360 1-Nov-31 $345,930.28 90.00 11 0.250 0.017 0.233 4350389 360 1-Nov-31 $310,788.17 79.99 0.250 0.017 0.233 4350718 360 1-Dec-31 $405,742.14 76.19 0.250 0.017 0.233 4350742 360 1-Dec-31 $359,690.04 80.00 0.250 0.017 0.000 4350816 360 1-Nov-31 $391,386.54 76.86 0.250 0.017 0.483 4350891 360 1-Dec-31 $311,644.34 79.99 0.250 0.017 0.233 4351803 360 1-Dec-31 $615,482.49 80.00 0.250 0.017 0.108 4352057 360 1-Nov-31 $614,936.28 68.44 0.250 0.017 0.000 4352733 360 1-Nov-31 $579,114.61 64.44 0.250 0.017 0.608 4352986 360 1-Jan-32 $623,000.00 50.90 0.250 0.017 0.000 4353086 360 1-Dec-31 $349,713.11 60.66 0.250 0.017 0.233 4353198 360 1-Dec-31 $319,731.15 84.88 11 0.250 0.017 0.108 4353430 360 1-Dec-31 $341,020.24 75.84 0.250 0.017 0.233 4354200 360 1-Dec-31 $649,492.93 67.71 0.250 0.017 0.483 4354961 353 1-Apr-31 $513,811.42 80.00 0.250 0.017 0.233 4355791 360 1-Dec-31 $439,648.14 80.00 0.250 0.017 0.358 4356251 360 1-Nov-31 $349,452.28 67.59 0.250 0.017 0.483 4356381 360 1-Dec-31 $549,037.93 76.92 0.250 0.017 0.108 4356383 360 1-Jan-32 $320,000.00 80.00 0.250 0.017 0.000 4356821 360 1-Nov-31 $491,191.07 80.00 0.250 0.017 0.233 4357036 360 1-Dec-31 $598,470.63 61.86 0.250 0.017 0.000 4357074 360 1-Jan-32 $344,153.00 62.57 0.250 0.017 0.000 4358428 360 1-Nov-31 $372,002.30 80.00 0.250 0.017 0.358 4358468 360 1-Nov-31 $423,070.91 69.33 0.250 0.017 0.108 4358904 360 1-Dec-31 $584,496.33 77.48 0.250 0.017 0.000 4361979 360 1-Dec-31 $475,637.80 80.00 0.250 0.017 0.608 4362041 360 1-Dec-31 $413,684.97 75.00 0.250 0.017 0.608 4362135 360 1-Jan-32 $700,000.00 58.33 0.250 0.017 0.108 4362461 360 1-Jan-32 $620,000.00 58.66 0.250 0.017 0.000 4364193 360 1-Jan-32 $425,000.00 59.86 0.250 0.017 0.000 4364653 360 1-Jan-32 $329,500.00 71.63 0.250 0.017 0.000 4364926 360 1-Dec-31 $333,726.22 80.00 0.250 0.017 0.233 4368257 360 1-Dec-31 $303,756.89 69.89 0.250 0.017 0.358 4368423 360 1-Dec-31 $999,180.31 55.56 0.250 0.017 0.233 4369661 360 1-Dec-31 $470,014.41 80.00 0.250 0.017 0.233 4369731 360 1-Dec-31 $649,440.36 57.78 0.250 0.017 0.000 4369956 360 1-Jan-32 $395,000.00 71.82 0.250 0.017 0.108 4371196 360 1-Dec-31 $550,786.88 74.39 0.250 0.017 0.108 4372435 360 1-Nov-31 $369,860.22 95.00 11 0.250 0.017 0.000 4372543 360 1-Dec-31 $709,418.02 63.68 0.250 0.017 0.233 4373982 360 1-Dec-31 $397,390.85 49.72 0.250 0.017 0.108 4374085 360 1-Dec-31 $611,460.05 45.33 0.250 0.017 0.000 4374109 360 1-Dec-31 $384,668.52 67.54 0.250 0.017 0.000 4374151 360 1-Jan-32 $321,000.00 66.88 0.250 0.017 0.108 4374291 360 1-Nov-31 $356,850.85 77.38 0.250 0.017 0.108 4374313 360 1-Dec-31 $451,220.60 50.18 0.250 0.017 0.108 4374382 360 1-Dec-31 $453,609.11 47.79 0.250 0.017 0.000 4374593 360 1-Jan-32 $350,000.00 58.72 0.250 0.017 0.000 4375865 360 1-Dec-31 $547,539.61 80.00 0.250 0.017 0.108 4376062 360 1-Jan-32 $325,000.00 75.58 0.250 0.017 0.108 4376066 360 1-Jan-32 $336,000.00 93.33 12 0.250 0.017 0.233 4376641 360 1-Dec-31 $316,733.68 86.85 11 0.250 0.017 0.108 4377000 360 1-Dec-31 $503,566.06 80.00 0.250 0.017 0.000 4377920 360 1-Jan-32 $469,000.00 53.60 0.250 0.017 0.000 4378960 360 1-Dec-31 $623,475.76 61.18 0.250 0.017 0.108 4379487 360 1-Dec-31 $624,487.68 49.02 0.250 0.017 0.233 4379932 360 1-Dec-31 $384,668.52 69.37 0.250 0.017 0.000 4380122 360 1-Dec-31 $579,500.63 58.00 0.250 0.017 0.000 4381029 360 1-Dec-31 $366,184.45 55.53 0.250 0.017 0.000 4381031 360 1-Nov-31 $357,147.18 75.00 0.250 0.017 0.108 4381319 360 1-Jan-32 $424,500.00 50.24 0.250 0.017 0.108 4382127 360 1-Jan-32 $427,750.00 77.77 0.250 0.017 0.108 4382267 360 1-Dec-31 $379,672.82 55.07 0.250 0.017 0.000 4382773 360 1-Dec-31 $633,940.19 52.88 0.250 0.017 0.000 4382803 360 1-Jan-32 $880,000.00 48.89 0.250 0.017 0.000 4383081 360 1-Dec-31 $424,651.63 69.67 0.250 0.017 0.233 4383336 360 1-Nov-31 $349,410.23 70.00 0.250 0.017 0.108 4383821 360 1-Jan-32 $420,000.00 73.04 0.250 0.017 0.000 4383917 360 1-Jan-32 $465,000.00 75.00 0.250 0.017 0.108 4383962 360 1-Dec-31 $325,719.32 62.69 0.250 0.017 0.000 4384340 360 1-Jan-32 $475,000.00 79.83 0.250 0.017 0.108 4384398 360 1-Dec-31 $369,619.79 40.00 0.250 0.017 0.108 4384407 360 1-Nov-31 $316,965.00 74.01 0.250 0.017 0.108 4385031 360 1-Dec-31 $649,480.21 68.42 0.250 0.017 0.358 4385056 360 1-Jan-32 $542,000.00 60.22 0.250 0.017 0.000 4385408 360 1-Dec-31 $474,629.45 51.35 0.250 0.017 0.483 4385893 360 1-Dec-31 $359,697.55 68.57 0.250 0.017 0.108 4386933 360 1-Nov-31 $337,929.60 89.99 13 0.250 0.017 0.108 4389215 360 1-Dec-31 $374,435.17 74.95 0.250 0.017 0.108 4390002 360 1-Dec-31 $309,733.09 68.13 0.250 0.017 0.000 4390430 360 1-Dec-31 $771,351.42 58.26 0.250 0.017 0.108 4391794 360 1-Dec-31 $305,414.65 83.75 13 0.250 0.017 0.233 4392250 360 1-Nov-31 $350,408.53 58.50 0.250 0.017 0.108 4392378 360 1-Dec-31 $411,386.72 56.02 0.250 0.017 0.000 4392446 360 1-Jan-32 $390,000.00 67.83 0.250 0.017 0.608 4392836 360 1-Jan-32 $410,000.00 68.91 0.250 0.017 0.233 4393308 360 1-Dec-31 $376,675.41 50.27 0.250 0.017 0.000 4393459 360 1-Nov-31 $387,346.21 55.83 0.250 0.017 0.108 4393721 360 1-Dec-31 $899,262.27 56.78 0.250 0.017 0.233 4394117 360 1-Dec-31 $388,656.79 66.50 0.250 0.017 0.000 4394386 360 1-Dec-31 $313,236.61 72.91 0.250 0.017 0.108 4394944 360 1-Dec-31 $327,724.44 80.00 0.250 0.017 0.108 4395654 360 1-Dec-31 $319,717.67 66.67 0.250 0.017 0.000 4396241 360 1-Dec-31 $399,663.95 64.00 0.250 0.017 0.108 4396449 360 1-Dec-31 $370,717.69 67.45 0.250 0.017 0.608 4397051 360 1-Jan-32 $994,000.00 70.00 0.250 0.017 0.000 4398440 360 1-Dec-31 $324,726.96 76.47 0.250 0.017 0.108 4398515 360 1-Dec-31 $462,779.62 78.21 0.250 0.017 0.358 4398737 360 1-Dec-31 $351,696.93 80.00 0.250 0.017 0.000 4398927 360 1-Dec-31 $409,272.44 80.00 0.250 0.017 0.358 4399514 360 1-Dec-31 $315,877.80 58.01 0.250 0.017 0.000 4399619 360 1-Dec-31 $324,698.98 61.03 0.250 0.017 0.000 4399807 360 1-Oct-31 $335,208.91 80.00 0.250 0.017 0.483 4399987 360 1-Dec-31 $349,691.20 58.82 0.250 0.017 0.000 4400324 360 1-Dec-31 $497,571.23 60.36 0.250 0.017 0.000 4400524 360 1-Dec-31 $424,434.90 62.50 0.250 0.017 0.108 4400581 360 1-Dec-31 $399,672.12 73.14 0.250 0.017 0.233 4400659 360 1-Dec-31 $370,910.43 80.00 0.250 0.017 0.483 4401463 360 1-Dec-31 $341,712.68 79.91 0.250 0.017 0.108 4402124 360 1-Dec-31 $372,379.11 76.06 0.250 0.017 0.000 4402295 360 1-Dec-31 $409,880.36 63.40 0.250 0.017 0.108 4403040 360 1-Dec-31 $377,590.24 79.56 GD 3YR 0.250 0.017 0.233 4403316 360 1-Nov-31 $329,470.63 58.41 0.250 0.017 0.358 4403928 360 1-Dec-31 $349,698.66 47.95 0.250 0.017 0.000 4404794 360 1-Dec-31 $599,508.19 78.32 0.250 0.017 0.233 4405045 360 1-Dec-31 $328,210.17 63.17 0.250 0.017 0.000 4405761 360 1-Dec-31 $599,495.92 68.57 0.250 0.017 0.108 4405861 360 1-Dec-31 $614,495.88 59.92 GD 1YR 0.250 0.017 0.233 4406402 360 1-Jan-32 $640,000.00 54.24 0.250 0.017 0.108 4407541 360 1-Dec-31 $327,417.85 58.10 0.250 0.017 0.000 4408124 360 1-Dec-31 $649,426.52 52.00 0.250 0.017 0.000 4409605 360 1-Jan-32 $360,000.00 80.00 0.250 0.017 0.108 4409832 360 1-Jan-32 $380,200.00 49.38 0.250 0.017 0.108 4409959 360 1-Jan-32 $392,000.00 80.00 0.250 0.017 0.108 4410062 360 1-Nov-31 $399,325.96 79.21 0.250 0.017 0.108 4410331 360 1-Dec-31 $359,697.55 63.16 0.250 0.017 0.108 4410333 360 1-Dec-31 $323,527.96 69.63 0.250 0.017 0.108 4410443 360 1-Dec-31 $614,495.88 43.93 0.250 0.017 0.233 4410758 360 1-Nov-31 $308,278.69 95.00 11 0.250 0.017 0.608 4410805 360 1-Dec-31 $454,617.74 79.68 0.250 0.017 0.108 4411323 360 1-Nov-31 $564,415.35 79.99 0.250 0.017 0.483 4411639 360 1-Dec-31 $329,715.87 74.16 0.250 0.017 0.000 4411729 360 1-Dec-31 $476,331.28 57.83 0.250 0.017 0.108 4412740 360 1-Dec-31 $397,931.53 90.00 24 0.250 0.017 0.358 4412793 360 1-Jan-32 $570,000.00 68.67 0.250 0.017 0.000 4412880 360 1-Dec-31 $779,294.87 65.00 0.250 0.017 0.000 4414367 360 1-Dec-31 $309,719.75 59.62 0.250 0.017 0.000 4415097 360 1-Nov-31 $348,426.17 49.86 0.250 0.017 0.233 4415281 360 1-Jan-32 $350,000.00 77.09 0.250 0.017 0.000 4415581 360 1-Dec-31 $639,462.32 60.66 0.250 0.017 0.108 4415869 360 1-Dec-31 $359,690.05 80.00 0.250 0.017 0.000 4416789 360 1-Dec-31 $349,705.95 62.39 0.250 0.017 0.108 4416808 360 1-Dec-31 $335,737.88 80.00 0.250 0.017 0.483 4416843 360 1-Nov-31 $324,062.01 76.39 0.250 0.017 0.000 4416960 360 1-Dec-31 $594,500.12 47.60 0.250 0.017 0.108 4416976 360 1-Dec-31 $539,535.07 51.67 0.250 0.017 0.000 4417395 360 1-Dec-31 $399,655.60 49.02 0.250 0.017 0.000 4417416 360 1-Nov-31 $374,352.46 65.79 0.250 0.017 0.000 4417588 360 1-Dec-31 $491,433.93 80.00 0.250 0.017 0.000 4417610 360 1-Dec-31 $762,343.08 69.36 0.250 0.017 0.000 4417840 360 1-Jan-32 $509,000.00 67.87 0.250 0.017 0.000 4417948 360 1-Dec-31 $343,076.56 58.47 0.250 0.017 0.108 4417961 360 1-Dec-31 $538,047.59 43.08 0.250 0.017 0.108 4418146 360 1-Dec-31 $335,717.71 50.83 0.250 0.017 0.108 4418149 360 1-Dec-31 $459,649.97 72.44 0.250 0.017 0.608 4418892 360 1-Dec-31 $992,225.36 66.96 0.250 0.017 0.483 4419110 360 1-Dec-31 $313,330.00 80.00 0.250 0.017 0.000 4420291 360 1-Dec-31 $698,412.76 63.55 0.250 0.017 0.108 4420293 360 1-Dec-31 $304,262.46 69.20 0.250 0.017 0.483 4421631 360 1-Dec-31 $624,461.89 66.84 0.250 0.017 0.000 4422099 360 1-Dec-31 $326,738.50 79.95 0.250 0.017 0.358 4423309 360 1-Nov-31 $349,859.47 79.99 0.250 0.017 0.108 4423524 360 1-Dec-31 $889,270.47 68.46 0.250 0.017 0.233 4424030 360 1-Dec-31 $561,039.74 69.75 0.250 0.017 0.233 4424799 360 1-Dec-31 $386,666.81 73.71 0.250 0.017 0.000 4424904 360 1-Dec-31 $631,968.62 55.00 0.250 0.017 0.108 4424956 360 1-Dec-31 $351,581.88 80.00 0.250 0.017 0.000 4425639 360 1-Nov-31 $526,086.36 74.77 0.250 0.017 0.108 4426517 360 1-Dec-31 $496,602.55 69.12 0.250 0.017 0.358 4427497 360 1-Dec-31 $320,686.92 56.31 0.250 0.017 0.233 4427658 360 1-Dec-31 $759,392.23 80.00 0.250 0.017 0.358 4429235 360 1-Dec-31 $361,995.63 78.76 0.250 0.017 0.108 4429448 360 1-Dec-31 $488,599.17 78.24 0.250 0.017 0.233 4429626 360 1-Dec-31 $319,724.49 69.26 0.250 0.017 0.000 4429680 360 1-Dec-31 $352,238.39 75.00 0.250 0.017 0.733 4430742 360 1-Dec-31 $349,698.65 56.36 0.250 0.017 0.000 4431064 360 1-Dec-31 $348,727.74 49.86 0.250 0.017 0.483 4431831 360 1-Dec-31 $572,506.66 67.41 0.250 0.017 0.000 4432134 360 1-Dec-31 $339,692.63 52.71 0.250 0.017 0.000 4432203 360 1-Dec-31 $339,700.02 80.00 0.250 0.017 0.000 4432302 360 1-Dec-31 $383,669.38 76.80 0.250 0.017 0.000 4433057 360 1-Dec-31 $312,730.51 65.89 0.250 0.017 0.000 4435245 360 1-Dec-31 $379,646.34 95.00 12 0.250 0.017 0.483 4435597 360 1-Dec-31 $639,462.32 78.05 0.250 0.017 0.108 4435691 360 1-Dec-31 $417,644.10 78.87 0.250 0.017 0.000 4436667 360 1-Dec-31 $315,721.19 80.00 0.250 0.017 0.000 4436921 360 1-Dec-31 $590,491.16 69.94 0.250 0.017 0.000 4437191 360 1-Dec-31 $335,724.58 70.00 0.250 0.017 0.233 4437498 360 1-Dec-31 $366,184.45 79.67 0.250 0.017 0.000 4438383 360 1-Dec-31 $399,663.95 65.57 0.250 0.017 0.108 4438454 360 1-Dec-31 $607,537.36 80.00 0.250 0.017 0.608 4439759 360 1-Dec-31 $337,716.04 57.78 0.250 0.017 0.108 4439853 360 1-Dec-31 $999,139.01 68.49 0.250 0.017 0.000 4439888 360 1-Dec-31 $355,950.71 75.00 0.250 0.017 0.108 4440822 360 1-Oct-31 $564,699.77 79.99 0.250 0.017 0.233 4441959 360 1-Dec-31 $317,732.84 55.30 0.250 0.017 0.108 4442581 360 1-Dec-31 $369,681.44 40.00 0.250 0.017 0.000 4442622 360 1-Dec-31 $334,725.40 76.14 0.250 0.017 0.233 4445087 360 1-Dec-31 $582,010.63 77.67 0.250 0.017 0.108 4446957 360 1-Dec-31 $529,532.39 55.79 0.250 0.017 0.000 4613589 360 1-Nov-31 $360,391.70 79.34 0.250 0.017 0.108 4615092 360 1-Nov-31 $309,289.26 72.94 0.250 0.017 0.108 4637377 360 1-Nov-31 $998,355.82 52.63 0.250 0.017 0.233 4639175 360 1-Oct-31 $798,270.63 65.33 0.250 0.017 0.233 4641338 360 1-Nov-31 $987,118.23 42.13 0.250 0.017 0.108 4643771 360 1-Nov-31 $375,645.45 64.32 0.250 0.017 0.358 4667382 360 1-Oct-31 $390,997.22 80.00 0.250 0.017 0.483 4684403 360 1-Nov-31 $311,012.53 79.87 0.250 0.017 0.483 4684841 360 1-Oct-31 $325,173.64 65.20 0.250 0.017 0.108 4685699 360 1-Oct-31 $548,605.83 55.84 0.250 0.017 0.108 4689747 360 1-Nov-31 $608,972.11 69.71 0.250 0.017 0.108 4696357 360 1-Oct-31 $384,783.12 45.47 0.250 0.017 0.108 4707964 360 1-Nov-31 $518,645.85 45.17 0.250 0.017 0.233 4710916 360 1-Nov-31 $366,396.59 78.92 0.250 0.017 0.233 4711107 360 1-Nov-31 $320,483.64 79.76 0.250 0.017 0.233 4712659 360 1-Nov-31 $399,374.03 71.43 0.250 0.017 0.483 4725446 240 1-Nov-21 $338,670.90 55.74 0.250 0.017 0.108 4726527 360 1-Nov-31 $349,465.72 72.16 0.250 0.017 0.608 4759783 360 1-Nov-31 $307,481.00 70.00 0.250 0.017 0.108 4773966 360 1-Nov-31 $337,444.28 80.00 0.250 0.017 0.233 4778296 360 1-Oct-31 $379,060.09 55.76 0.250 0.017 0.233 4780607 360 1-Nov-31 $593,972.55 70.00 0.250 0.017 0.000 4781589 360 1-Oct-31 $482,831.94 80.00 0.250 0.017 0.358 4786067 360 1-Oct-31 $498,879.82 74.07 0.250 0.017 0.733 4789772 360 1-Nov-31 $723,807.99 69.05 0.250 0.017 0.233 4795340 360 1-Nov-31 $390,587.82 79.84 0.250 0.017 0.483 4833950 360 1-Nov-31 $320,602.50 84.03 12 0.250 0.017 0.358 4834107 360 1-Nov-31 $383,352.93 76.80 0.250 0.017 0.108 4894184 360 1-Nov-31 $646,960.52 69.68 0.250 0.017 0.358 4906376 360 1-Nov-31 $340,851.60 59.39 0.250 0.017 0.358 4948949 360 1-Nov-31 $340,729.08 75.00 0.250 0.017 0.608 4969697 360 1-Nov-31 $439,311.43 62.86 0.250 0.017 0.483 5034779 360 1-Nov-31 $399,325.97 47.34 0.250 0.017 0.108 5083076 360 1-Nov-31 $332,239.21 80.00 0.250 0.017 0.108 5101241 360 1-Dec-31 $390,705.99 79.90 0.250 0.017 0.000 5292875 360 1-Nov-31 $356,198.78 80.00 0.250 0.017 0.108 5468327 360 1-Nov-31 $359,347.36 80.00 0.250 0.017 0.000 5468434 360 1-Nov-31 $499,197.95 67.57 0.250 0.017 0.358 5479050 360 1-Nov-31 $599,084.09 66.67 0.250 0.017 0.608 5615695 360 1-Nov-31 $349,609.90 85.00 06 0.250 0.017 0.108 5667043 360 1-Nov-31 $617,683.81 75.00 0.250 0.017 0.233 5667308 360 1-Nov-31 $998,314.94 45.45 0.250 0.017 0.108 5834021 360 1-Dec-31 $415,650.51 75.50 0.250 0.017 0.108 5843258 360 1-Nov-31 $382,704.03 79.99 0.250 0.017 0.108 5864237 360 1-Jan-32 $420,000.00 79.92 0.250 0.017 0.000 5881323 360 1-Dec-31 $313,736.20 65.42 0.250 0.017 0.108 5900238 360 1-Dec-31 $474,629.45 67.86 0.250 0.017 0.483 5910803 360 1-Nov-31 $303,475.05 80.00 0.250 0.017 0.000 5920717 360 1-Oct-31 $338,259.23 79.98 0.250 0.017 0.858 5937693 360 1-Nov-31 $607,948.39 57.40 0.250 0.017 0.000 5940404 360 1-Dec-31 $397,581.80 80.00 0.250 0.017 0.358 5989951 360 1-Dec-31 $336,158.35 87.06 12 0.250 0.017 0.108 5994407 360 1-Dec-31 $419,647.14 77.78 0.250 0.017 0.108 5998938 360 1-Aug-31 $373,553.28 78.13 0.250 0.017 0.608 6008784 360 1-Sep-31 $897,369.46 61.64 0.250 0.017 0.858 6020465 360 1-Dec-31 $389,672.35 75.73 0.250 0.017 0.108 6027742 360 1-Oct-31 $465,374.17 75.00 0.250 0.017 0.358 6104919 360 1-Nov-31 $498,305.26 75.87 0.250 0.017 0.108 6112712 360 1-Nov-31 $319,473.87 80.00 0.250 0.017 0.233 6114071 360 1-Nov-31 $543,105.56 80.00 0.250 0.017 0.233 6114633 360 1-Nov-31 $356,897.60 68.75 0.250 0.017 0.108 6120563 360 1-Nov-31 $496,127.58 52.31 0.250 0.017 0.108 6138144 360 1-Nov-31 $323,454.04 72.81 0.250 0.017 0.108 6138244 360 1-Nov-31 $469,626.59 78.40 0.250 0.017 0.233 6144480 360 1-Nov-31 $323,440.51 68.21 0.250 0.017 0.000 6159930 360 1-Nov-31 $397,595.20 90.00 01 0.250 0.017 0.233 6176223 360 1-Nov-31 $349,395.62 67.96 0.250 0.017 0.000 6178387 360 1-Nov-31 $590,589.14 80.00 0.250 0.017 0.108 6194493 360 1-Nov-31 $646,934.58 76.24 0.250 0.017 0.233 6200401 360 1-Nov-31 $408,310.81 48.98 0.250 0.017 0.108 6203792 360 1-Nov-31 $357,710.89 79.62 0.250 0.017 0.233 6207603 360 1-Nov-31 $459,224.88 80.00 0.250 0.017 0.108 6215157 360 1-Nov-31 $458,946.31 65.71 0.250 0.017 0.108 6219523 360 1-Nov-31 $424,266.12 73.91 0.250 0.017 0.000 6228803 360 1-Nov-31 $417,253.73 65.39 0.250 0.017 0.108 6237319 360 1-Nov-31 $515,130.52 80.00 0.250 0.017 0.108 6238466 360 1-Nov-31 $439,258.57 79.28 0.250 0.017 0.108 6253010 360 1-Nov-31 $527,587.38 76.59 0.250 0.017 0.000 6280403 360 1-Nov-31 $546,032.13 79.85 0.250 0.017 0.000 6283141 360 1-Nov-31 $334,421.53 54.03 0.250 0.017 0.000 6289410 360 1-Nov-31 $578,399.49 41.39 0.250 0.017 0.000 6291915 360 1-Nov-31 $334,320.97 79.76 0.250 0.017 0.000 7895622 360 1-Jun-30 $393,721.12 66.77 0.250 0.017 0.358 7979981 360 1-Jul-30 $374,365.58 80.00 0.250 0.017 0.358 8106884 360 1-Jun-31 $445,569.35 74.67 0.250 0.017 0.608 8108695 360 1-Jul-30 $389,868.04 80.00 0.250 0.017 0.358 8110679 360 1-Nov-31 $648,931.29 72.63 0.250 0.017 0.233 8135294 360 1-Oct-30 $367,361.76 80.00 0.250 0.017 0.358 8153681 360 1-Jun-30 $468,724.09 80.00 0.250 0.017 0.608 8174671 360 1-Aug-30 $391,612.17 75.00 0.250 0.017 0.358 8219293 360 1-Oct-31 $538,696.81 80.00 0.250 0.017 0.358 8352764 360 1-Nov-30 $335,331.95 80.00 0.250 0.017 0.358 8353499 360 1-Nov-31 $411,371.08 88.60 24 0.250 0.017 0.608 8367020 360 1-Jan-31 $495,276.92 80.00 0.250 0.017 0.608 8370596 360 1-Oct-31 $306,992.44 95.00 12 0.250 0.017 0.608 8378181 360 1-Nov-31 $379,375.22 55.88 0.250 0.017 0.233 8380266 360 1-Dec-31 $649,467.20 79.27 0.250 0.017 0.233 8382500 360 1-Oct-31 $398,986.06 66.12 0.250 0.017 0.108 8444620 360 1-Oct-31 $548,605.83 57.89 0.250 0.017 0.108 8465669 360 1-Oct-31 $383,050.20 80.00 0.250 0.017 0.233 8472681 360 1-Nov-31 $367,364.54 80.00 0.250 0.017 0.000 8478502 360 1-Nov-31 $314,681.77 80.00 0.250 0.017 0.233 8491957 360 1-Oct-31 $448,940.51 79.75 0.250 0.017 0.483 8496641 360 1-Oct-31 $377,234.34 79.49 0.250 0.017 0.108 8500070 360 1-Nov-31 $525,636.75 80.00 0.250 0.017 0.000 8503771 360 1-Nov-31 $374,352.46 67.45 0.250 0.017 0.000 8515511 360 1-Nov-31 $503,063.92 80.00 0.250 0.017 0.000 8544764 360 1-Oct-31 $327,088.39 80.00 0.250 0.017 0.233 8548038 360 1-Nov-31 $367,817.03 80.00 0.250 0.017 0.358 8551850 360 1-Oct-31 $386,088.84 89.79 01 0.250 0.017 0.483 8555684 360 1-Dec-31 $337,209.42 77.14 0.250 0.017 0.000 8558410 360 1-Oct-31 $354,741.84 80.00 0.250 0.017 0.358 8566813 360 1-Nov-31 $468,908.54 79.99 0.250 0.017 0.108 8571013 360 1-Oct-31 $425,798.91 74.00 0.250 0.017 0.358 8577623 360 1-Oct-31 $374,095.01 80.00 0.250 0.017 0.358 8580654 360 1-Dec-31 $371,236.49 80.00 0.250 0.017 0.358 8592221 360 1-Nov-31 $678,881.97 80.00 0.250 0.017 0.233 8596678 360 1-Oct-31 $318,659.85 79.99 0.250 0.017 0.233 8597144 360 1-Oct-31 $317,566.98 80.00 0.250 0.017 0.108 8607767 360 1-Nov-31 $638,921.58 80.00 0.250 0.017 0.108 8609424 360 1-Nov-31 $369,142.06 80.00 0.250 0.017 0.233 8633865 360 1-Oct-31 $698,225.63 67.86 0.250 0.017 0.108 8637122 360 1-Nov-31 $373,645.14 80.00 0.250 0.017 0.483 8641682 360 1-Nov-31 $368,358.17 84.99 06 0.250 0.017 0.358 8643254 360 1-Oct-31 $315,255.99 79.00 0.250 0.017 0.483 8651998 360 1-Dec-31 $346,516.13 79.30 0.250 0.017 0.608 8670761 360 1-Nov-31 $399,342.33 49.34 0.250 0.017 0.233 8678763 360 1-Oct-31 $394,912.78 79.90 0.250 0.017 0.233 8689151 360 1-Nov-31 $404,650.04 79.99 0.250 0.017 0.000 8695172 360 1-Oct-31 $349,175.92 79.99 0.250 0.017 0.483 8697063 360 1-Oct-31 $458,612.83 79.99 0.250 0.017 0.233 8707949 360 1-Oct-31 $353,840.62 80.00 0.250 0.017 0.233 8710072 360 1-Nov-31 $408,492.93 80.00 0.250 0.017 0.000 8712239 360 1-Jul-31 $357,907.13 80.09 24 0.250 0.017 0.483 8727549 360 1-Aug-31 $314,384.42 80.00 0.250 0.017 0.608 8729401 360 1-Nov-31 $901,390.08 30.37 0.250 0.017 0.233 8740022 360 1-Nov-31 $422,287.22 79.81 0.250 0.017 0.108 8741087 360 1-Oct-31 $405,696.44 80.00 0.250 0.017 0.608 8743038 360 1-Jun-31 $354,115.57 80.00 0.250 0.017 0.733 8747353 360 1-Oct-31 $997,586.66 50.00 0.250 0.017 0.358 8750669 360 1-Nov-31 $449,222.94 62.74 0.250 0.017 0.000 8766708 360 1-Nov-31 $379,343.82 80.00 0.250 0.017 0.000 8772703 360 1-Oct-31 $359,109.56 78.26 0.250 0.017 0.233 8773792 360 1-Oct-31 $349,225.83 79.99 0.250 0.017 0.483 8802541 360 1-Nov-31 $369,091.65 80.00 0.250 0.017 0.233 8811356 360 1-Nov-31 $346,924.27 94.56 12 0.250 0.017 1.108 8822213 360 1-Nov-31 $719,814.56 70.00 0.250 0.017 0.233 8822312 360 1-Nov-31 $998,355.82 55.56 0.250 0.017 0.233 8824024 360 1-Nov-31 $467,285.59 90.00 01 0.250 0.017 0.608 8828967 360 1-Sep-31 $395,718.76 50.57 0.250 0.017 0.358 8829006 360 1-Nov-31 $348,911.06 79.98 0.250 0.017 0.108 8829740 360 1-Nov-31 $356,830.35 80.00 0.250 0.017 0.233 8839944 360 1-Sep-31 $797,602.77 78.44 0.250 0.017 0.733 8842949 360 1-Nov-31 $334,555.31 80.00 0.250 0.017 0.108 8846634 360 1-Nov-31 $510,338.60 80.00 0.250 0.017 0.108 8846760 360 1-Sep-31 $423,661.77 30.36 0.250 0.017 0.483 8852177 360 1-Sep-31 $798,632.35 80.00 0.250 0.017 0.483 8856435 360 1-Nov-31 $459,186.06 80.00 0.250 0.017 0.000 8858934 360 1-Oct-31 $305,642.12 80.00 0.250 0.017 0.233 8863559 360 1-Nov-31 $484,141.82 58.08 0.250 0.017 0.000 8866206 360 1-Sep-31 $637,984.78 80.00 0.250 0.017 0.483 8867295 360 1-Oct-31 $448,859.33 60.00 0.250 0.017 0.108 8867332 360 1-Oct-31 $427,321.61 63.15 0.250 0.017 0.000 8867377 360 1-Nov-31 $384,650.74 56.66 0.250 0.017 0.108 8868573 360 1-Oct-31 $442,555.48 80.00 0.250 0.017 0.000 8870876 360 1-Oct-31 $448,914.02 69.23 0.250 0.017 0.358 8872842 360 1-Oct-31 $823,057.60 75.00 0.250 0.017 0.483 8874010 360 1-Oct-31 $665,505.67 66.70 0.250 0.017 0.733 8876812 360 1-Oct-31 $627,703.60 79.75 0.250 0.017 0.000 8876873 360 1-Nov-31 $320,485.07 40.13 0.250 0.017 0.358 8877275 360 1-Nov-31 $440,256.88 35.28 0.250 0.017 0.108 8877311 360 1-Sep-31 $335,010.45 79.99 0.250 0.017 0.358 8881069 360 1-Oct-31 $990,482.92 57.90 0.250 0.017 0.108 8887755 360 1-Oct-31 $624,950.38 34.81 0.250 0.017 0.233 8893743 360 1-Nov-31 $330,827.75 79.99 0.250 0.017 0.000 8896629 360 1-Oct-31 $422,925.23 80.00 0.250 0.017 0.108 8901213 360 1-Nov-31 $539,090.06 80.00 0.250 0.017 0.108 8902092 360 1-Sep-31 $332,706.66 75.06 0.250 0.017 0.108 8903893 360 1-Nov-31 $860,333.14 75.00 0.250 0.017 0.233 8905081 360 1-Oct-31 $374,095.01 36.59 0.250 0.017 0.358 8906173 360 1-Nov-31 $524,157.84 41.83 0.250 0.017 0.358 8906200 360 1-Oct-31 $438,964.02 80.00 0.250 0.017 0.483 8906831 360 1-Nov-31 $477,214.08 60.89 0.250 0.017 0.233 8908837 360 1-Nov-31 $538,135.38 69.56 0.250 0.017 0.358 8911452 360 1-Dec-31 $386,690.52 78.02 0.250 0.017 0.358 8917083 360 1-Oct-31 $364,888.86 95.00 12 0.250 0.017 0.483 8917230 360 1-Nov-31 $351,421.26 80.00 0.250 0.017 0.233 8917501 360 1-Oct-31 $498,793.35 68.97 0.250 0.017 0.358 8917942 360 1-Nov-31 $998,355.82 68.97 0.250 0.017 0.233 8918774 360 1-Oct-31 $542,687.15 80.00 0.250 0.017 0.358 8919502 360 1-Oct-31 $498,793.35 68.97 0.250 0.017 0.358 8921193 360 1-Oct-31 $584,585.79 30.84 0.250 0.017 0.358 8923175 360 1-Oct-31 $311,228.30 80.00 0.250 0.017 0.233 8923684 360 1-Nov-31 $430,607.90 75.00 0.250 0.017 0.733 8925483 360 1-Oct-31 $398,958.43 50.19 0.250 0.017 0.483 8926403 360 1-Nov-31 $324,491.41 48.15 0.250 0.017 0.483 8927350 360 1-Oct-31 $336,579.72 76.70 0.250 0.017 0.000 8928502 360 1-Nov-31 $399,292.23 56.34 0.250 0.017 0.000 8929056 360 1-Nov-31 $559,123.64 80.00 0.250 0.017 0.483 8929075 360 1-Oct-31 $317,588.87 80.00 0.250 0.017 0.608 8929204 360 1-Oct-31 $428,463.49 51.75 0.250 0.017 0.358 8929270 360 1-Nov-31 $354,430.54 84.52 01 0.250 0.017 0.358 8929276 360 1-Oct-31 $403,782.76 60.45 0.250 0.017 0.108 8930470 360 1-Oct-31 $392,097.36 70.18 0.250 0.017 0.608 8931470 360 1-Oct-31 $545,804.60 49.82 0.250 0.017 0.108 8932660 360 1-Nov-31 $379,359.67 80.00 0.250 0.017 0.108 8932737 360 1-Nov-31 $345,017.64 90.00 01 0.250 0.017 0.108 8932746 360 1-Oct-31 $311,247.05 51.06 0.250 0.017 0.358 8933538 360 1-Oct-31 $349,090.88 64.46 0.250 0.017 0.000 8933551 360 1-Oct-31 $399,010.62 69.57 0.250 0.017 0.233 8933554 360 1-Oct-31 $453,954.96 79.96 0.250 0.017 0.608 8934133 360 1-Oct-31 $331,866.79 79.20 0.250 0.017 0.483 8934976 360 1-Oct-31 $430,608.27 80.00 0.250 0.017 0.358 8935577 360 1-Oct-31 $608,453.74 50.83 0.250 0.017 0.108 8937196 360 1-Oct-31 $354,143.27 53.79 0.250 0.017 0.358 8937214 360 1-Oct-31 $430,931.46 77.84 0.250 0.017 0.233 8938327 360 1-Oct-31 $498,763.29 67.75 0.250 0.017 0.233 9000118 360 1-Nov-31 $339,427.08 64.09 0.250 0.017 0.108 9015915 360 1-Jan-31 $547,273.12 80.00 0.250 0.017 1.108 9036645 360 1-Feb-31 $496,277.88 80.00 0.250 0.017 1.358 9159278 360 1-Nov-31 $648,904.71 35.62 0.250 0.017 0.108 9159435 360 1-Nov-31 $554,509.06 79.91 0.250 0.017 0.358 9159908 360 1-Nov-31 $429,257.47 47.51 0.250 0.017 0.000 9160573 360 1-Nov-31 $409,309.13 65.08 0.250 0.017 0.108 9160938 360 1-Nov-31 $668,925.23 31.90 0.250 0.017 0.358 9163000 360 1-Nov-31 $346,243.69 74.58 0.250 0.017 0.358 9170168 360 1-Nov-31 $998,355.82 72.83 0.250 0.017 0.233 9172594 360 1-Nov-31 $419,238.56 68.85 0.250 0.017 0.000 9192247 360 1-Nov-31 $463,255.68 60.26 0.250 0.017 0.358 9199175 360 1-Dec-31 $657,033.81 80.00 0.250 0.017 0.000 9202664 360 1-Nov-31 $407,312.50 44.84 0.250 0.017 0.108 9202946 360 1-Nov-31 $306,469.87 69.77 0.250 0.017 0.000 9205616 360 1-Nov-31 $439,258.57 67.69 0.250 0.017 0.108 9209158 360 1-Nov-31 $309,464.68 64.58 0.250 0.017 0.000 9225471 360 1-Nov-31 $486,314.56 60.19 0.250 0.017 0.000 9234725 360 1-Oct-31 $797,972.13 80.00 0.250 0.017 0.108 9244591 360 1-Nov-31 $344,428.02 78.41 0.250 0.017 0.233 9261595 360 1-Nov-31 $998,395.87 66.67 0.250 0.017 0.358 9261694 360 1-Nov-31 $444,892.98 55.75 0.250 0.017 0.358 9261744 360 1-Nov-31 $308,977.63 64.58 0.250 0.017 0.108 9261884 360 1-Nov-31 $324,424.94 50.78 0.250 0.017 0.000 9262080 360 1-Nov-31 $324,424.94 52.33 0.250 0.017 0.000 9263476 360 1-Nov-31 $530,126.94 69.87 0.250 0.017 0.233 9263484 360 1-Nov-31 $459,280.15 75.41 0.250 0.017 0.483 9263849 360 1-Nov-31 $391,355.48 62.72 0.250 0.017 0.233 9263977 360 1-Nov-31 $379,030.52 66.67 0.250 0.017 0.233 9264128 360 1-Nov-31 $435,283.14 80.00 0.250 0.017 0.233 9265643 360 1-Nov-31 $342,422.01 70.00 0.250 0.017 0.108 9266255 360 1-Nov-31 $350,450.72 75.00 0.250 0.017 0.483 9270828 360 1-Nov-31 $327,473.84 89.86 13 0.250 0.017 0.358 9271687 360 1-Jul-31 $470,362.87 70.00 0.250 0.017 0.733 9272246 360 1-Nov-31 $524,115.34 68.63 0.250 0.017 0.108 9272631 360 1-Nov-31 $960,878.13 70.00 0.250 0.017 0.108 9274010 360 1-Nov-31 $325,464.00 41.37 0.250 0.017 0.233 9274383 360 1-Nov-31 $412,104.09 62.07 0.250 0.017 0.483 9274606 360 1-Nov-31 $484,162.51 76.98 0.250 0.017 0.000 9274853 360 1-Nov-31 $613,988.84 29.64 0.250 0.017 0.233 9275777 360 1-Nov-31 $908,540.25 55.15 0.250 0.017 0.358 9275835 360 1-Nov-31 $395,364.76 75.43 0.250 0.017 0.358 9277658 360 1-Nov-31 $399,253.69 60.61 0.250 0.017 0.108 9277674 360 1-Nov-31 $344,959.33 47.33 0.250 0.017 0.483 9279381 360 1-Nov-31 $334,449.19 67.68 0.250 0.017 0.233 9280512 360 1-Nov-31 $572,931.33 60.42 0.250 0.017 0.000 9281213 360 1-Nov-31 $329,457.42 69.92 0.250 0.017 0.233 9281312 360 1-Nov-31 $354,416.31 57.26 0.250 0.017 0.233 9282310 360 1-Dec-31 $303,332.13 80.00 0.250 0.017 0.000 9284878 360 1-Nov-31 $648,931.29 66.67 0.250 0.017 0.233 9284951 360 1-Nov-31 $347,901.91 77.78 0.250 0.017 0.108 9289166 360 1-Nov-31 $481,825.85 74.82 0.250 0.017 0.358 9289745 360 1-Nov-31 $598,988.95 26.09 0.250 0.017 0.108 9290206 360 1-Dec-31 $339,692.63 66.67 0.250 0.017 0.000 9291311 360 1-Nov-31 $643,886.21 43.00 0.250 0.017 0.000 9292749 360 1-Nov-31 $391,355.48 80.00 0.250 0.017 0.233 9292756 360 1-Nov-31 $549,050.26 54.46 0.250 0.017 0.000 9292848 360 1-Dec-31 $609,474.80 50.21 0.250 0.017 0.000 9295155 360 1-Dec-31 $731,399.98 50.48 0.250 0.017 0.233 9295853 360 1-Dec-31 $499,078.34 74.10 0.250 0.017 0.733 9297367 360 1-Dec-31 $524,558.93 37.50 0.250 0.017 0.108 9297482 360 1-Nov-31 $319,447.41 41.99 0.250 0.017 0.000 9298720 360 1-Nov-31 $499,254.51 62.50 0.250 0.017 0.733 9300385 360 1-Nov-31 $508,121.05 56.31 0.250 0.017 0.000 9300765 360 1-Dec-31 $331,734.50 33.10 0.250 0.017 0.358 9301425 360 1-Nov-31 $539,090.06 49.09 0.250 0.017 0.108 9302035 360 1-Nov-31 $578,024.35 55.14 0.250 0.017 0.108 9302688 360 1-Dec-31 $351,996.68 43.39 0.250 0.017 0.000 9303496 360 1-Dec-31 $504,565.21 58.72 0.250 0.017 0.000 9305103 360 1-Nov-31 $522,994.58 63.52 0.250 0.017 0.000 9306804 360 1-Nov-31 $431,323.94 80.00 0.250 0.017 0.483 9307455 360 1-Nov-31 $499,157.46 80.00 0.250 0.017 0.108 9307463 360 1-Nov-31 $335,419.79 60.54 0.250 0.017 0.000 9307828 360 1-Nov-31 $424,266.10 64.39 0.250 0.017 0.000 9308248 360 1-Dec-31 $376,925.19 71.18 0.250 0.017 0.000 9313297 360 1-Dec-31 $352,696.07 61.39 0.250 0.017 0.000 9316332 360 1-Dec-31 $427,857.57 69.63 0.250 0.017 0.358 9317223 360 1-Dec-31 $330,728.67 63.05 0.250 0.017 0.233 9318015 360 1-Nov-31 $391,323.08 67.59 0.250 0.017 0.000 9322777 360 1-Nov-31 $427,296.29 67.94 0.250 0.017 0.233 9324948 360 1-Nov-31 $395,332.71 80.00 0.250 0.017 0.108 9325788 360 1-Dec-31 $555,521.29 34.75 0.250 0.017 0.000 9326042 360 1-Nov-31 $499,177.91 72.46 0.250 0.017 0.233 9326480 360 1-Oct-31 $428,962.27 54.78 0.250 0.017 0.358 9326838 360 1-Nov-31 $432,769.52 85.00 01 0.250 0.017 0.108 9327242 360 1-Nov-31 $421,905.18 42.26 0.250 0.017 0.233 9327355 360 1-Dec-31 $399,655.60 66.67 0.250 0.017 0.000 9327647 360 1-Nov-31 $349,491.75 59.32 0.250 0.017 0.858 9329052 360 1-Oct-31 $324,196.11 62.50 0.250 0.017 0.233 9329067 360 1-Nov-31 $390,018.41 79.71 0.250 0.017 0.733 9329829 360 1-Dec-31 $819,344.25 67.77 0.250 0.017 0.358 9329915 360 1-Oct-31 $314,276.49 67.74 0.250 0.017 0.608 9330023 360 1-Nov-31 $642,941.16 70.00 0.250 0.017 0.233 9330147 360 1-Oct-31 $307,026.28 75.00 0.250 0.017 0.000 9330162 360 1-Oct-31 $319,246.56 67.37 0.250 0.017 0.483 9330945 360 1-Dec-31 $309,745.89 79.21 0.250 0.017 0.233 9330968 360 1-Nov-31 $444,242.72 63.71 0.250 0.017 0.108 9331204 360 1-Oct-31 $598,309.27 77.12 0.250 0.017 0.608 9331280 360 1-Nov-31 $472,259.79 51.14 0.250 0.017 0.483 9331752 360 1-Dec-31 $337,708.98 45.07 0.250 0.017 0.000 9332191 360 1-Nov-31 $320,472.20 48.27 0.250 0.017 0.233 9332200 360 1-Nov-31 $324,478.65 51.59 0.250 0.017 0.358 9332221 360 1-Nov-31 $309,103.35 80.00 0.250 0.017 0.358 9332305 360 1-Dec-31 $505,574.88 56.22 0.250 0.017 0.108 9332530 360 1-Oct-31 $335,168.91 69.28 0.250 0.017 0.233 9332549 360 1-Nov-31 $549,117.72 54.73 0.250 0.017 0.358 9332629 360 1-Nov-31 $365,180.76 52.50 0.250 0.017 0.233 9332911 360 1-Oct-31 $422,976.74 67.84 0.250 0.017 0.358 9332970 360 1-Oct-31 $389,081.75 48.87 0.250 0.017 0.483 9333166 360 1-Oct-31 $412,202.48 75.00 0.250 0.017 0.108 9333691 360 1-Dec-31 $499,590.15 68.49 0.250 0.017 0.233 9333717 360 1-Nov-31 $389,326.53 66.10 0.250 0.017 0.000 9333937 360 1-Oct-31 $324,271.87 73.03 0.250 0.017 0.733 9334074 360 1-Nov-31 $347,256.37 44.90 0.250 0.017 0.483 9334128 360 1-Oct-31 $601,508.50 44.01 0.250 0.017 0.233 9334593 360 1-Nov-31 $406,347.13 33.92 0.250 0.017 0.358 9334611 360 1-Nov-31 $524,093.43 55.26 0.250 0.017 0.000 9334853 360 1-Nov-31 $479,191.17 60.00 0.250 0.017 0.108 9334856 360 1-Nov-31 $429,013.80 62.77 0.250 0.017 0.233 9334860 360 1-Oct-31 $494,739.43 80.00 0.250 0.017 0.108 9334993 360 1-Nov-31 $578,911.09 79.49 0.250 0.017 0.608 9335208 360 1-Nov-31 $582,540.63 44.04 0.250 0.017 0.233 9335210 360 1-Nov-31 $405,364.64 66.02 0.250 0.017 0.483 9335242 360 1-Oct-31 $428,962.27 74.78 0.250 0.017 0.358 9335297 360 1-Nov-31 $494,165.90 66.89 0.250 0.017 0.108 9335667 360 1-Nov-31 $389,189.98 68.39 0.250 0.017 0.483 9335784 360 1-Oct-31 $462,852.31 80.00 0.250 0.017 0.233 9336024 360 1-Dec-31 $461,602.22 60.00 0.250 0.017 0.000 9336467 360 1-Nov-31 $397,260.97 68.62 0.250 0.017 0.358 9336475 360 1-Nov-31 $324,465.63 45.77 0.250 0.017 0.233 9336522 360 1-Oct-31 $324,654.51 64.71 0.250 0.017 0.000 9336612 360 1-Nov-31 $386,331.72 59.54 0.250 0.017 0.000 9336622 360 1-Nov-31 $370,017.45 57.08 0.250 0.017 0.000 9336649 360 1-Nov-31 $473,220.65 65.38 0.250 0.017 0.233 9336779 360 1-Nov-31 $316,452.60 64.69 0.250 0.017 0.000 9336926 360 1-Nov-31 $348,681.72 70.00 0.250 0.017 0.108 9337681 360 1-Nov-31 $501,389.72 40.24 0.250 0.017 0.000 9337685 360 1-Nov-31 $574,077.61 38.33 0.250 0.017 0.358 9337720 360 1-Nov-31 $427,260.93 80.00 0.250 0.017 0.000 9337765 360 1-Nov-31 $367,379.89 56.62 0.250 0.017 0.108 9337796 360 1-Dec-31 $769,399.32 64.22 0.250 0.017 0.483 9337798 360 1-Nov-31 $559,101.68 65.88 0.250 0.017 0.358 9337802 360 1-Nov-31 $986,572.98 51.03 0.250 0.017 0.483 9337843 360 1-Nov-31 $678,854.15 56.67 0.250 0.017 0.108 9337889 360 1-Nov-31 $454,214.29 70.00 0.250 0.017 0.000 9337913 360 1-Nov-31 $454,214.29 67.91 0.250 0.017 0.000 9337914 360 1-Nov-31 $348,979.61 41.86 0.250 0.017 0.733 9337921 360 1-Nov-31 $437,025.33 52.12 0.250 0.017 0.000 9337925 360 1-Nov-31 $569,015.72 63.33 0.250 0.017 0.000 9338009 360 1-Nov-31 $346,443.35 68.71 0.250 0.017 0.358 9338103 360 1-Dec-31 $499,579.93 64.52 0.250 0.017 0.108 9338108 360 1-Nov-31 $519,123.77 21.67 0.250 0.017 0.108 9338127 360 1-Nov-31 $403,319.22 56.90 0.250 0.017 0.108 9338130 360 1-Nov-31 $648,817.46 52.00 0.250 0.017 0.000 9338256 360 1-Nov-31 $549,017.36 44.00 0.250 0.017 0.000 9338315 360 1-Nov-31 $379,327.61 50.67 0.250 0.017 0.000 9338317 360 1-Nov-31 $419,256.83 62.69 0.250 0.017 0.000 9338372 360 1-Nov-31 $598,988.95 63.16 0.250 0.017 0.108 9338423 360 1-Nov-31 $314,482.07 58.88 0.250 0.017 0.233 9338511 360 1-Nov-31 $544,081.63 57.37 0.250 0.017 0.108 9338521 360 1-Nov-31 $598,963.91 27.27 0.250 0.017 0.000 9338775 360 1-Dec-31 $442,146.13 62.32 0.250 0.017 0.358 9339296 360 1-Nov-31 $429,239.14 64.08 0.250 0.017 0.000 9339328 360 1-Nov-31 $318,199.58 75.00 0.250 0.017 0.000 9339449 360 1-Nov-31 $998,314.94 43.48 0.250 0.017 0.108 9339527 360 1-Dec-31 $807,304.32 67.90 0.250 0.017 0.000 9339600 360 1-Oct-31 $352,083.07 66.60 0.250 0.017 0.000 9339642 360 1-Dec-31 $352,703.44 47.38 0.250 0.017 0.108 9339785 360 1-Nov-31 $724,906.15 52.81 0.250 0.017 0.233 9339863 360 1-Nov-31 $557,561.68 67.30 0.250 0.017 0.000 9339895 360 1-Nov-31 $648,792.99 70.00 0.250 0.017 0.000 9339978 360 1-Dec-31 $419,638.38 35.00 0.250 0.017 0.000 9340061 360 1-Nov-31 $478,172.86 61.41 0.250 0.017 0.000 9340063 360 1-Nov-31 $302,701.49 48.51 0.250 0.017 0.233 9340112 360 1-Nov-31 $409,274.52 69.49 0.250 0.017 0.000 9340113 360 1-Oct-31 $483,829.52 64.67 0.250 0.017 0.358 9340175 360 1-Dec-31 $333,719.39 38.17 0.250 0.017 0.108 9340370 360 1-Nov-31 $335,405.46 80.00 0.250 0.017 0.000 9340542 360 1-Nov-31 $339,467.93 78.16 0.250 0.017 0.483 9340555 360 1-Dec-31 $537,548.01 65.21 0.250 0.017 0.108 9340668 360 1-Dec-31 $320,736.87 71.65 0.250 0.017 0.233 9341237 360 1-Nov-31 $329,483.56 74.16 0.250 0.017 0.483 9341309 360 1-Dec-31 $309,745.89 74.70 0.250 0.017 0.233 9341377 360 1-Oct-31 $558,836.23 70.00 0.250 0.017 1.108 9341393 360 1-Dec-31 $649,453.92 41.94 0.250 0.017 0.108 9341415 360 1-Nov-31 $458,635.99 67.15 0.250 0.017 0.000 9341491 360 1-Nov-31 $407,687.31 64.57 0.250 0.017 0.108 9341622 360 1-Nov-31 $335,419.79 80.00 0.250 0.017 0.000 9342092 360 1-Dec-31 $442,627.82 61.53 0.250 0.017 0.108 9342134 360 1-Nov-31 $324,478.65 65.66 0.250 0.017 0.358 9342282 360 1-Nov-31 $554,041.63 25.23 0.250 0.017 0.000 9342283 360 1-Nov-31 $370,335.16 68.89 0.250 0.017 0.233 9342304 360 1-Dec-31 $338,735.55 45.20 0.250 0.017 0.483 9342462 360 1-Nov-31 $424,266.10 62.59 0.250 0.017 0.000 9342463 360 1-Oct-31 $347,887.36 75.00 0.250 0.017 0.233 9342619 360 1-Dec-31 $334,718.55 51.54 0.250 0.017 0.108 9342783 360 1-Dec-31 $349,683.59 69.31 0.250 0.017 0.000 9342841 360 1-Dec-31 $748,386.05 62.42 0.250 0.017 0.233 9343084 360 1-Nov-31 $303,036.70 75.88 0.250 0.017 0.608 9343412 360 1-Nov-31 $670,000.93 77.13 0.250 0.017 0.733 9343660 360 1-Nov-31 $404,076.90 67.47 0.250 0.017 0.108 9343676 360 1-Nov-31 $364,428.80 60.83 0.250 0.017 0.483 9343923 360 1-Jan-32 $380,000.00 69.09 0.250 0.017 0.000 9344094 360 1-Nov-31 $648,877.57 65.00 0.250 0.017 0.000 9344170 360 1-Dec-31 $504,565.21 54.89 0.250 0.017 0.000 9344528 360 1-Dec-31 $346,201.66 70.00 0.250 0.017 0.000 9344624 360 1-Dec-31 $364,677.96 57.66 0.250 0.017 0.000 9344823 360 1-Dec-31 $386,267.15 54.45 0.250 0.017 0.000 9345039 360 1-Dec-31 $436,423.92 34.94 0.250 0.017 0.000 9345156 360 1-Dec-31 $306,735.68 42.64 0.250 0.017 0.000 9345265 360 1-Nov-31 $683,596.16 75.00 0.250 0.017 0.108 9345339 360 1-Dec-31 $393,435.12 75.00 0.250 0.017 0.358 9345531 360 1-Dec-31 $468,375.14 75.00 0.250 0.017 0.358 9345867 360 1-Dec-31 $584,993.44 50.91 0.250 0.017 0.000 9345911 360 1-Dec-31 $429,647.53 65.15 0.250 0.017 0.233 9345925 360 1-Dec-31 $484,582.43 60.63 0.250 0.017 0.000 9346386 360 1-Dec-31 $351,297.28 49.09 0.250 0.017 0.000 9346501 360 1-Dec-31 $759,329.46 66.09 0.250 0.017 0.000 9346624 360 1-Dec-31 $401,653.88 74.44 0.250 0.017 0.000 9347082 360 1-Dec-31 $969,261.91 48.50 0.250 0.017 0.608 9347121 360 1-Nov-31 $796,640.49 18.60 0.250 0.017 0.108 9347161 360 1-Dec-31 $411,653.87 61.49 0.250 0.017 0.108 9347424 360 1-Dec-31 $467,606.25 80.00 0.250 0.017 0.108 9347524 360 1-Nov-31 $329,099.85 63.05 0.250 0.017 0.000 9347834 360 1-Dec-31 $379,672.82 66.67 0.250 0.017 0.000 9347899 360 1-Nov-31 $454,233.29 70.00 0.250 0.017 0.108 9348095 360 1-Dec-31 $624,459.30 36.90 0.250 0.017 0.000 9348116 360 1-Dec-31 $369,710.42 67.89 0.250 0.017 0.483 9348801 360 1-Dec-31 $478,587.59 55.06 0.250 0.017 0.000 9348837 360 1-Dec-31 $402,661.42 57.57 0.250 0.017 0.108 9348847 360 1-Dec-31 $539,446.42 74.99 0.250 0.017 0.108 9349162 360 1-Dec-31 $389,164.21 63.93 0.250 0.017 0.000 9349194 360 1-Dec-31 $649,440.36 66.67 0.250 0.017 0.000 9349294 360 1-Dec-31 $364,693.36 60.83 0.250 0.017 0.108 9349555 360 1-Dec-31 $999,180.30 58.82 0.250 0.017 0.233 9349914 360 1-Dec-31 $428,630.64 69.19 0.250 0.017 0.000 9350293 360 1-Dec-31 $516,565.65 74.93 0.250 0.017 0.108 9350480 360 1-Dec-31 $423,643.79 56.53 0.250 0.017 0.108 9351414 360 1-Dec-31 $909,290.11 70.00 0.250 0.017 0.483 9351695 360 1-Dec-31 $491,586.66 80.00 0.250 0.017 0.108 9351757 360 1-Dec-31 $359,704.91 57.60 0.250 0.017 0.233 9351779 360 1-Dec-31 $599,495.92 57.14 0.250 0.017 0.108 9351985 360 1-Dec-31 $321,736.05 80.00 0.250 0.017 0.233 9352068 360 1-Dec-31 $444,635.23 69.91 0.250 0.017 0.233 9352153 360 1-Dec-31 $474,221.35 70.90 0.250 0.017 0.108 9352272 360 1-Dec-31 $519,529.17 69.33 0.250 0.017 0.108 9352287 360 1-Nov-31 $320,046.38 79.98 0.250 0.017 0.000 9352487 360 1-Dec-31 $573,029.91 58.82 0.250 0.017 0.233 9352606 360 1-Dec-31 $498,761.15 67.95 0.250 0.017 0.108 9352754 360 1-Dec-31 $399,663.95 40.00 0.250 0.017 0.108 9352762 360 1-Nov-31 $472,981.84 70.72 0.250 0.017 0.000 9352783 360 1-Dec-31 $424,634.08 47.22 0.250 0.017 0.000 9352827 360 1-Dec-31 $549,549.16 58.76 0.250 0.017 0.233 9352843 360 1-Dec-31 $443,617.72 61.24 0.250 0.017 0.000 9352939 360 1-Dec-31 $466,008.16 74.27 0.250 0.017 0.108 9353500 360 1-Dec-31 $359,719.17 80.00 0.250 0.017 0.483 9354249 360 1-Dec-31 $472,582.68 73.33 0.250 0.017 0.000 9354343 360 1-Dec-31 $909,216.50 70.00 0.250 0.017 0.000 9354437 360 1-Dec-31 $463,610.18 64.00 0.250 0.017 0.108 9354610 360 1-Dec-31 $338,708.13 45.20 0.250 0.017 0.000 9354655 360 1-Nov-31 $403,648.23 77.12 0.250 0.017 0.000 9354672 360 1-Dec-31 $630,083.10 50.45 0.250 0.017 0.233 9354829 360 1-Dec-31 $333,719.39 79.52 0.250 0.017 0.108 9354875 360 1-Dec-31 $323,727.80 80.00 0.250 0.017 0.108 9355804 360 1-Dec-31 $359,690.04 69.90 0.250 0.017 0.000 9356153 360 1-Dec-31 $324,234.01 61.23 0.250 0.017 0.233 9356318 360 1-Dec-31 $399,680.12 57.14 0.250 0.017 0.358 9356470 360 1-Dec-31 $584,496.33 73.13 0.250 0.017 0.000 9356904 360 1-Dec-31 $419,647.14 63.16 0.250 0.017 0.108 9357058 360 1-Dec-31 $345,709.31 50.14 0.250 0.017 0.108 9357118 360 1-Dec-31 $388,665.08 67.65 0.250 0.017 0.000 9357203 360 1-Dec-31 $544,542.13 48.66 0.250 0.017 0.108 9357348 360 1-Nov-31 $898,841.18 65.00 0.250 0.017 0.483 9357592 360 1-Dec-31 $320,224.05 37.71 0.250 0.017 0.000 9357971 360 1-Nov-31 $384,351.25 70.00 0.250 0.017 0.108 9357972 360 1-Dec-31 $570,046.62 72.22 0.250 0.017 0.000 9358817 360 1-Dec-31 $349,698.65 68.23 0.250 0.017 0.000 9359918 360 1-Dec-31 $439,475.00 62.86 0.250 0.017 0.000 9360707 360 1-Dec-31 $313,736.20 73.54 0.250 0.017 0.108 9360902 360 1-Dec-31 $399,672.12 36.36 0.250 0.017 0.233 9361023 360 1-Nov-31 $350,408.55 62.34 0.250 0.017 0.108 9361043 360 1-Nov-31 $648,904.71 65.00 0.250 0.017 0.108 9361165 360 1-Dec-31 $768,185.20 67.74 0.250 0.017 0.358 9361185 360 1-Dec-31 $647,442.08 64.80 0.250 0.017 0.000 9361239 360 1-Nov-31 $433,268.67 63.36 0.250 0.017 0.108 9361543 360 1-Dec-31 $357,199.66 73.33 0.250 0.017 0.108 9361898 360 1-Dec-31 $356,714.51 47.60 0.250 0.017 0.358 9362108 360 1-Dec-31 $335,696.25 71.49 0.250 0.017 0.000 9362118 360 1-Dec-31 $374,684.95 63.56 0.250 0.017 0.108 9362203 360 1-Dec-31 $549,537.93 35.48 0.250 0.017 0.108 9362345 360 1-Dec-31 $328,716.74 70.00 0.250 0.017 0.000 9362372 360 1-Dec-31 $324,520.19 42.21 0.250 0.017 0.000 9362503 360 1-Nov-31 $648,854.79 66.66 0.250 0.017 0.108 9362517 360 1-Dec-31 $779,344.70 65.00 0.250 0.017 0.108 9362821 360 1-Nov-31 $442,082.32 29.95 0.250 0.017 0.000 9362902 360 1-Dec-31 $374,677.13 57.69 0.250 0.017 0.000 9362919 360 1-Nov-31 $389,326.53 66.10 0.250 0.017 0.000 9362924 360 1-Dec-31 $979,176.67 70.00 0.250 0.017 0.108 9362943 360 1-Nov-31 $542,787.87 75.00 0.250 0.017 0.000 9362983 360 1-Nov-31 $524,115.34 62.50 0.250 0.017 0.108 9363387 360 1-Dec-31 $629,520.61 63.00 0.250 0.017 0.608 9363425 360 1-Dec-31 $324,726.96 63.73 0.250 0.017 0.108 9363573 360 1-Nov-31 $339,367.62 68.00 0.250 0.017 0.000 9363574 360 1-Nov-31 $399,309.26 61.54 0.250 0.017 0.000 9363722 360 1-Dec-31 $315,727.93 31.60 0.250 0.017 0.000 9363825 360 1-Dec-31 $374,684.95 49.34 0.250 0.017 0.108 9363885 360 1-Dec-31 $520,772.77 65.56 0.250 0.017 0.233 9364013 360 1-Dec-31 $658,418.58 69.37 0.250 0.017 0.000 9364100 360 1-Nov-31 $466,462.65 75.00 0.250 0.017 0.108 9364268 360 1-Nov-31 $564,047.94 46.12 0.250 0.017 0.108 9431806 360 1-Dec-31 $399,504.17 56.34 0.250 0.017 0.000 9431815 360 1-Dec-31 $377,682.44 53.34 0.250 0.017 0.108 9432766 360 1-Dec-31 $367,683.15 80.00 0.250 0.017 0.000 9434914 360 1-Dec-31 $629,457.58 68.11 0.250 0.017 0.000 9435778 360 1-Dec-31 $625,474.08 21.96 0.250 0.017 0.108 9437907 360 1-Dec-31 $594,524.18 70.00 0.250 0.017 0.358 9438233 360 1-Dec-31 $359,690.04 62.83 0.250 0.017 0.000 9439020 360 1-Dec-31 $334,697.15 55.83 0.250 0.017 0.000 9439125 360 1-Dec-31 $373,977.73 53.47 0.250 0.017 0.000 9439237 360 1-Jan-32 $390,000.00 80.00 0.250 0.017 0.108 9439458 360 1-Dec-31 $409,563.54 55.03 0.250 0.017 0.000 9439598 360 1-Dec-31 $411,154.28 42.86 0.250 0.017 0.108 9440544 360 1-Dec-31 $359,682.38 78.26 0.250 0.017 0.000 9440780 360 1-Dec-31 $649,453.92 50.00 0.250 0.017 0.108 9441003 360 1-Dec-31 $443,545.02 79.98 0.250 0.017 0.358 9441022 360 1-Dec-31 $334,697.15 53.17 0.250 0.017 0.000 9441128 360 1-Dec-31 $614,655.22 55.91 0.250 0.017 2.108 9442112 360 1-Dec-31 $531,492.00 69.54 0.250 0.017 0.000 9442153 360 1-Dec-31 $515,166.83 79.32 0.250 0.017 0.108 9442176 360 1-Dec-31 $484,582.43 55.11 0.250 0.017 0.000 9442367 360 1-Dec-31 $419,664.13 75.00 0.250 0.017 0.358 9442445 360 1-Dec-31 $999,139.02 31.75 0.250 0.017 0.000 9442755 360 1-Dec-31 $493,596.49 80.00 0.250 0.017 0.000 9443044 360 1-Dec-31 $304,737.40 71.78 0.250 0.017 0.000 9443293 360 1-Dec-31 $412,136.05 75.00 0.250 0.017 0.000 9443918 360 1-Dec-31 $409,638.26 74.55 0.250 0.017 0.000 9444158 360 1-Dec-31 $569,509.24 69.94 0.250 0.017 0.000 9444163 360 1-Dec-31 $585,495.46 53.27 0.250 0.017 0.000 9444337 360 1-Dec-31 $334,704.43 88.16 06 0.250 0.017 0.000 9444581 360 1-Dec-31 $519,552.29 47.27 0.250 0.017 0.000 9444817 360 1-Dec-31 $389,680.32 55.71 0.250 0.017 0.233 9445173 360 1-Dec-31 $371,671.79 64.14 0.250 0.017 0.000 9445265 360 1-Dec-31 $467,116.79 85.00 06 0.250 0.017 0.233 9445450 360 1-Dec-31 $792,066.09 58.72 0.250 0.017 0.358 9445658 360 1-Dec-31 $374,684.95 56.82 0.250 0.017 0.108 9445773 360 1-Dec-31 $363,686.60 79.13 0.250 0.017 0.000 9445977 360 1-Dec-31 $364,286.09 49.27 0.250 0.017 0.000 9446127 360 1-Dec-31 $999,117.72 67.80 0.250 0.017 0.000 9447515 360 1-Nov-31 $329,416.08 61.11 0.250 0.017 0.000 9448924 360 1-Nov-31 $318,462.47 74.53 0.250 0.017 0.108 9450379 360 1-Nov-31 $320,442.58 60.00 0.250 0.017 0.108 9451941 360 1-Dec-31 $434,660.66 75.00 0.250 0.017 0.483 9453308 360 1-Nov-31 $349,395.62 66.04 0.250 0.017 0.000 9453383 360 1-Nov-31 $372,371.48 74.60 0.250 0.017 0.108 9453699 360 1-Nov-31 $379,283.85 75.00 0.250 0.017 0.108 9453873 360 1-Nov-31 $549,050.26 50.00 0.250 0.017 0.000 9454745 360 1-Nov-31 $348,067.91 79.24 0.250 0.017 0.000 9455110 360 1-Nov-31 $367,379.89 60.83 0.250 0.017 0.108 9455315 360 1-Nov-31 $958,301.34 80.00 0.250 0.017 0.000 9456202 360 1-Nov-31 $364,868.85 79.99 0.250 0.017 0.000 9456394 300 1-Nov-26 $376,029.05 59.37 0.250 0.017 0.000 9457180 360 1-Nov-31 $349,410.23 76.09 0.250 0.017 0.108 9457582 360 1-Nov-31 $462,238.75 77.17 0.250 0.017 0.233 9458595 360 1-Nov-31 $341,394.86 77.90 0.250 0.017 0.000 9460700 360 1-Nov-31 $387,429.82 46.76 0.250 0.017 0.000 9462174 360 1-Nov-31 $352,569.35 68.31 0.250 0.017 0.233 9462394 360 1-Nov-31 $474,219.01 74.80 0.250 0.017 0.233 9462646 360 1-Dec-31 $399,663.95 79.69 0.250 0.017 0.108 9463139 360 1-Nov-31 $399,309.28 77.67 0.250 0.017 0.000 9464671 360 1-Nov-31 $323,141.03 53.95 0.250 0.017 0.000 9465620 360 1-Nov-31 $415,281.65 80.00 0.250 0.017 0.000 9466558 360 1-Dec-31 $409,663.93 64.57 0.250 0.017 0.233 9467271 360 1-Nov-31 $366,366.26 76.46 0.250 0.017 0.000 9467607 360 1-Nov-31 $798,651.95 69.57 0.250 0.017 0.108 9467654 360 1-Nov-31 $359,363.01 78.26 0.250 0.017 0.000 9468008 360 1-Dec-31 $359,697.56 55.38 0.250 0.017 0.108 9468602 360 1-Nov-31 $420,058.21 85.00 01 0.250 0.017 0.233 9468670 360 1-Nov-31 $643,913.14 67.89 0.250 0.017 0.108 9470119 360 1-Nov-31 $435,265.27 80.00 0.250 0.017 0.108 9470290 360 1-Dec-31 $483,629.52 57.06 0.250 0.017 0.000 9472212 360 1-Dec-31 $499,609.95 74.07 0.250 0.017 0.483 9476594 360 1-Nov-31 $512,349.46 80.00 0.250 0.017 0.000 9486233 360 1-Dec-31 $388,665.08 79.07 0.250 0.017 0.000 9496390 360 1-Dec-31 $362,202.86 69.71 0.250 0.017 0.233 9499014 360 1-Dec-31 $599,508.18 48.00 0.250 0.017 0.233 9503424 360 1-Nov-31 $531,241.06 80.00 0.250 0.017 0.000 9552039 360 1-Dec-31 $424,393.15 58.11 0.250 0.017 0.108 9868465 360 1-Nov-31 $347,427.84 77.33 0.250 0.017 0.233 9869043 360 1-Dec-31 $439,639.34 67.69 0.250 0.017 0.233 9869562 360 1-Dec-31 $421,618.50 78.59 0.250 0.017 0.000 9870577 360 1-Jan-32 $350,000.00 38.89 0.250 0.017 0.000 9871246 360 1-Dec-31 $354,686.80 62.24 0.250 0.017 0.000 9871467 360 1-Nov-31 $331,454.15 74.61 0.250 0.017 0.233 9872045 360 1-Nov-31 $353,817.32 64.44 0.250 0.017 0.233 9873716 360 1-Nov-31 $417,295.66 46.76 0.250 0.017 0.108 9873854 360 1-Nov-31 $448,405.17 80.00 0.250 0.017 0.000 9873906 360 1-Nov-31 $351,462.67 80.00 0.250 0.017 0.608 9873932 360 1-Nov-31 $309,464.70 51.67 0.250 0.017 0.000 9874020 360 1-Dec-31 $359,697.56 55.38 0.250 0.017 0.108 9874324 360 1-Aug-31 $385,395.28 55.29 0.250 0.017 0.233 9874408 360 1-Nov-31 $599,013.49 80.00 0.250 0.017 0.233 9874473 360 1-Dec-31 $319,717.67 78.94 0.250 0.017 0.000 9874649 360 1-Oct-31 $319,682.65 95.00 12 0.250 0.017 0.358 9874665 360 1-Oct-31 $391,030.40 80.00 0.250 0.017 0.233 9874844 360 1-Nov-31 $645,886.32 73.94 0.250 0.017 0.233 9875188 360 1-Nov-31 $515,130.52 60.71 0.250 0.017 0.108 9875231 360 1-Nov-31 $428,328.65 44.00 0.250 0.017 0.483 9875264 360 1-Nov-31 $549,073.22 58.20 0.250 0.017 0.108 9875928 360 1-Dec-31 $324,720.18 53.72 0.250 0.017 0.000 9876067 360 1-Nov-31 $319,499.25 84.21 01 0.250 0.017 0.483 9878204 360 1-Nov-31 $399,292.24 64.00 0.250 0.017 0.000 9880406 360 1-Nov-31 $359,378.36 69.23 0.250 0.017 0.000 9882669 360 1-Dec-31 $354,701.75 79.78 0.250 0.017 0.108 9882693 360 1-Dec-31 $319,606.26 94.99 01 0.250 0.017 1.733 9883841 360 1-Nov-31 $918,630.17 77.64 0.250 0.017 0.733 9884791 360 1-Jan-32 $640,000.00 78.05 0.250 0.017 0.108 9886198 360 1-Dec-31 $439,621.17 80.00 0.250 0.017 0.000 9886276 360 1-Dec-31 $429,261.94 80.00 0.250 0.017 0.000 9886667 360 1-Nov-31 $313,783.23 95.00 11 0.250 0.017 0.233 9887366 360 1-Sep-31 $314,008.11 79.75 0.250 0.017 0.483 9887964 360 1-Nov-31 $339,467.93 80.00 0.250 0.017 0.483 9888044 360 1-Dec-31 $346,308.81 67.96 0.250 0.017 0.108 9888759 360 1-Dec-31 $303,738.26 80.00 0.250 0.017 0.000 9888782 360 1-Dec-31 $307,759.73 80.00 0.250 0.017 0.483 9889211 360 1-Dec-31 $334,132.59 80.00 0.250 0.017 0.358 9890696 360 1-Dec-31 $367,167.78 70.00 0.250 0.017 0.000 9891177 360 1-Nov-31 $371,357.62 80.00 0.250 0.017 0.000 9892576 360 1-Dec-31 $328,523.77 80.00 0.250 0.017 0.108 9917002 360 1-Jan-32 $335,200.00 80.00 0.250 0.017 0.733 $397,479,093.42 COUNT: 866 WAC: 6.941521684 WAM: 358.0282658 WALTV: 66.06140024
EXHIBIT F-1B [Schedule of Type 1 Mortgage Loans in Group II] WFMBS WFMBS 2002-02 EXHIBIT F-1B GROUP II LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) ----- --------------------------- ----- ----- -------- -------- -------- --------- NET MORTGAGE MORTGAGE MORTGAGE CURRENT LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT -------- --------------------------- ----- ----- -------- -------- -------- --------- 4233688 WILLITS CA 95490 SFD 6.875 6.500 $2,036.48 4285642 YOUNTVILLE CA 94599 SFD 7.000 6.500 $2,332.56 4313044 DANVILLE CA 94526 SFD 6.500 6.233 $1,925.92 4335475 SUNNYVALE CA 94087 SFD 6.500 6.233 $2,528.28 4342462 SAN DIEGO CA 92121 SFD 6.625 6.358 $3,124.72 4342800 STEVENSON RANCH CA 91381 SFD 6.750 6.483 $2,283.07 4343563 STOCKTON CA 95215 SFD 6.750 6.483 $3,061.39 4345150 BUENA PARK CA 90620 SFD 6.750 6.483 $2,054.76 4348930 SAN FRANCISCO CA 94112 SFD 7.000 6.500 $1,929.38 4350417 PLEASANTON CA 94566 SFD 6.750 6.483 $2,349.77 4350616 ENCINITAS CA 92024 SFD 6.750 6.483 $3,219.27 4353151 REDONDO BEACH CA 90277 SFD 7.250 6.500 $4,058.95 4356237 SAN JOSE CA 95123 SFD 6.875 6.500 $2,328.16 4361238 SANTA CRUZ CA 95062 SFD 6.750 6.483 $2,659.26 4368149 SAN CLEMENTE CA 92673 SFD 6.875 6.500 $2,685.53 4368552 SAN JOSE CA 95132 SFD 6.750 6.483 $3,781.33 4370024 TOLUCA LAKE CA 91602 SFD 7.125 6.500 $1,852.73 4372809 PLEASANT HILL CA 94523 SFD 6.750 6.483 $2,107.95 4374777 COTO DE CAZA CA 92679 SFD 6.750 6.483 $4,125.09 4375005 SAN JOSE CA 95129 SFD 6.625 6.358 $2,983.85 4378583 CUPERTINO CA 95014 SFD 6.750 6.483 $2,957.61 4378825 HILLSBOROUGH CA 94010 SFD 6.250 5.983 $4,002.17 4379466 ROHNERT PARK CA 94928 LCO 6.875 6.500 $394.16 4382221 MILL VALLEY CA 94941 SFD 7.125 6.500 $2,509.61 4382721 PALO ALTO CA 94303 SFD 6.875 6.500 $6,233.60 4382821 BURBANK CA 91504 SFD 6.750 6.483 $4,138.06 4383514 YORBA LINDA CA 92886 SFD 6.750 6.483 $2,237.67 4385469 LIVERMORE CA 94550 SFD 7.000 6.500 $2,052.46 4385485 REDWOOD CITY CA 94062 SFD 6.875 6.500 $2,496.33 4387394 LAGUNA NIGUEL CA 92677 SFD 7.625 6.500 $2,601.15 4388779 BEVERLY HILLS CA 90210 SFD 6.875 6.500 $6,536.45 4389931 CUPERTINO CA 95014 SFD 6.750 6.483 $1,958.77 4390935 TARZANA CA 91356 SFD 6.875 6.500 $6,569.29 4391434 REDWOOD CITY CA 94062 SFD 6.750 6.483 $4,215.89 4396702 SAN RAFAEL CA 94901 SFD 6.750 6.483 $4,786.66 4397625 WESTLAKE VILLAGE CA 91361 SFD 6.750 6.483 $4,540.19 4398060 OAKLAND CA 94618 SFD 6.750 6.483 $2,432.25 4398450 PALOS VERDES ESTATES CA 90274 SFD 6.625 6.358 $4,162.03 4400801 LOS GATOS CA 95030 SFD 6.750 6.483 $2,172.81 4402986 ROLLING HILLS ESTATES CA 90274 SFD 6.750 6.483 $2,107.94 4403631 LOS ANGELES CA 90004 SFD 7.375 6.500 $5,894.92 4404246 SAN FRANCISCO CA 94114 SFD 6.750 6.483 $4,215.89 4407308 LOS ANGELES CA 90027 SFD 6.875 6.500 $2,539.03 4408772 FREMONT CA 94536 SFD 6.750 6.483 $2,153.35 4410255 SARATOGA CA 95070 SFD 6.750 6.483 $3,366.23 4411750 LA JOLLA CA 92037 SFD 6.750 6.483 $3,038.69 4412952 BEVERLY HILLS CA 90210 SFD 6.875 6.500 $6,010.90 4413234 PLEASANTON CA 94588 SFD 6.625 6.358 $2,529.23 4418058 SAN CARLOS CA 94070 SFD 7.125 6.500 $3,345.02 4418062 SANTA MONICA CA 90405 SFD 6.875 6.500 $2,256.56 4419446 CONCORD CA 94518 SFD 6.875 6.500 $2,463.49 4420242 WATSONVILLE CA 95076 SFD 6.875 6.500 $2,821.51 4421105 CUPERTINO CA 95014 SFD 6.875 6.500 $2,496.33 4421976 MENLO PARK CA 94025 SFD 7.375 6.500 $2,486.44 4422719 LARKSPUR CA 94939 SFD 6.625 6.358 $3,201.56 4423537 LOS ALTOS CA 94024 SFD 6.750 6.483 $3,891.59 4426234 CARLSBAD CA 92009 SFD 6.750 6.483 $3,353.26 4426582 CUPERTINO CA 95014 SFD 6.875 6.500 $3,284.65 4427807 PALO ALTO CA 94306 SFD 6.750 6.483 $2,853.84 4429011 MANHATTAN BEACH CA 90266 MF2 6.750 6.483 $3,534.86 4429481 SAN JOSE CA 95132 SFD 6.750 6.483 $2,419.28 4429732 MOORPARK CA 93021 SFD 7.000 6.500 $2,655.89 4430612 MORGAN HILL CA 95037 SFD 6.625 6.358 $3,015.87 4431267 PISMO BEACH CA 93449 SFD 6.875 6.500 $2,364.95 4431884 PASADENA CA 91105 SFD 6.625 6.358 $4,001.95 4431906 GRANITE BAY CA 95746 SFD 6.750 6.483 $3,956.45 4432500 MENLO PARK CA 94025 SFD 6.875 6.500 $3,284.65 4432583 IRVINE CA 92612 SFD 6.750 6.483 $3,534.86 4434044 HUNTINGTON BEACH CA 92648 SFD 6.750 6.483 $3,061.38 4434520 SAN JOSE CA 95124 SFD 6.750 6.483 $3,813.76 4435093 LOS GATOS CA 95032 SFD 6.875 6.500 $2,545.60 4435124 DANVILLE CA 94506 SFD 6.750 6.483 $2,594.40 4437219 DALY CITY CA 94015 LCO 7.375 6.500 $1,381.36 4439194 LOS ALTOS HILLS CA 94024 SFD 7.375 6.500 $4,144.06 4439765 SAN FRANCISCO CA 94123 LCO 6.875 6.500 $2,430.64 4440980 CAMPBELL CA 95008 SFD 6.750 6.483 $2,321.99 4442165 SAN FRANCISCO CA 94107 LCO 6.625 6.358 $3,304.01 4442699 NEWARK CA 94560 SFD 7.250 6.500 $2,793.52 4443455 SAN JOSE CA 95136 PUD 7.000 6.500 $2,328.56 4443793 SARATOGA CA 95070 SFD 6.750 6.483 $3,126.25 5998526 SAN JOSE CA 95124 SFD 6.750 6.483 $2,698.17 9168893 WALNUT CREEK CA 94596 SFD 7.000 6.500 $2,188.85 9264011 ORINDA CA 94563 SFD 6.750 6.483 $3,669.12 9266347 DANVILLE CA 94526 SFD 7.000 6.500 $5,089.57 9273343 FALLBROOK CA 92028 SFD 7.250 6.500 $2,517.23 9279225 RANCHO PALOS VERD CA 90275 SFD 6.750 6.483 $2,613.85 9281347 SAN JUAN BAUTISTA CA 95045 SFD 6.500 6.233 $3,729.21 9282591 MONTEREY CA 93940 LCO 6.875 6.500 $2,093.96 9285400 SANTA CRUZ CA 95060 SFD 7.000 6.500 $3,113.62 9288184 CUPERTINO CA 95014 SFD 7.000 6.500 $2,661.21 9291071 MARTINEZ CA 94553 SFD 6.750 6.483 $2,195.51 9295940 LAFAYETTE CA 94549 SFD 7.125 6.500 $2,829.62 9297623 PLEASONTON CA 94566 SFD 7.375 6.500 $2,624.57 9303538 LOS GATOS CA 95032 SFD 7.000 6.500 $2,820.89 9308644 DANVILLE CA 94526 SFD 7.500 6.500 $2,931.11 9308859 LIVERMORE CA 94550 SFD 6.875 6.500 $2,916.77 9309899 CUPERTINO CA 95014 SFD 7.125 6.500 $2,108.74 9315482 SAN JOSE CA 95118 SFD 6.875 6.500 $2,233.56 9315896 REDONDO BEACH CA 90278 SFD 6.875 6.500 $3,649.24 9317397 SANTA ROSA CA 95403 SFD 7.000 6.500 $6,653.03 9325721 WOODLAND HILLS CA 91367 SFD 6.625 6.358 $2,612.47 9326091 LOS ANGELES CA 90027 SFD 6.750 6.483 $2,510.08 9330549 ALAMO CA 94507 SFD 6.875 6.500 $4,145.22 9330721 LAFAYETTE CA 94549 SFD 6.750 6.483 $2,198.75 9332296 SAN FRANCISCO CA 94127 SFD 6.875 6.500 $2,890.49 9332421 SAN RAMON CA 94583 SFD 7.250 6.500 $2,489.95 9332909 PLEASANTON CA 94566 SFD 6.875 6.500 $2,391.88 9333048 SANTA ROSA CA 95409 SFD 6.750 6.483 $2,659.26 9333667 OAKLAND CA 94610 SFD 6.875 6.500 $3,919.24 9333881 MILLBRAE CA 94030 SFD 6.875 6.500 $2,246.70 9334125 BENICIA CA 94510 SFD 6.875 6.500 $2,187.58 9334788 PLEASANTON CA 94566 SFD 6.625 6.358 $2,177.06 9335811 CASTRO VALLEY CA 94552 SFD 6.875 6.500 $2,805.42 9335878 WALNUT CREEK CA 94598 SFD 7.125 6.500 $2,223.28 9336708 BYRON CA 94514 SFD 6.750 6.483 $3,745.66 9339003 MILL VALLEY CA 94941 SFD 6.750 6.483 $2,302.53 9339345 LOS ANGELES CA 91423 SFD 6.625 6.358 $3,681.79 9339664 GREENBRAE CA 94904 SFD 6.875 6.500 $2,831.37 9339861 KENTFIELD CA 94904 SFD 7.000 6.500 $6,653.03 9340482 SAN JOSE CA 95002 SFD 6.750 6.483 $2,432.25 9341090 SANTA CRUZ CA 95062 SFD 7.000 6.500 $3,092.33 9341702 SAN RAMON CA 94583 SFD 6.750 6.483 $2,432.25 9343376 SAN FRANCISCO CA 94110 SFD 7.000 6.500 $3,832.15 9344254 WALNUT CREEK CA 94598 SFD 6.625 6.358 $2,196.27 9345354 ALISO VIEJO(AREA) CA 92656 SFD 6.875 6.500 $4,191.21 9345393 FULLERTON CA 92835 SFD 6.875 6.500 $3,077.72 9345436 PLEASANTON CA 94566 SFD 6.750 6.483 $2,432.25 9345480 RAMONA CA 92065 SFD 7.000 6.500 $2,607.99 9345740 LA MIRADA CA 90638 SFD 6.625 6.358 $2,241.09 9345786 STINSON BEACH CA 94970 SFD 6.750 6.483 $2,205.24 9345873 NAPA CA 94558 SFD 6.750 6.483 $2,432.25 9346111 SAN MATEO CA 94402 SFD 6.625 6.358 $3,585.75 9346474 SAN RAMON CA 94583 SFD 7.625 6.500 $3,185.07 9346555 SARATOGA CA 95070 SFD 7.375 6.500 $4,489.39 9346623 LIVERMORE CA 94550 SFD 6.750 6.483 $3,152.19 9346787 KENTFIELD CA 94904 SFD 6.875 6.500 $3,416.03 9346836 KENTFIELD CA 94904 SFD 6.750 6.483 $3,242.99 9346858 LAFAYETTE CA 94549 SFD 6.750 6.483 $2,853.84 9346960 ALAMO CA 94507 LCO 6.750 6.483 $2,231.18 9346990 DANVILLE CA 94506 SFD 6.750 6.483 $3,981.75 9347021 CASPER CA 95420 SFD 6.875 6.500 $2,916.77 9347490 TUSTIN CA 92782 SFD 6.750 6.483 $2,490.62 9347518 LOOMIS CA 95650 SFD 6.750 6.483 $2,558.72 9347584 DANVILLE CA 94506 SFD 7.000 6.500 $3,100.31 9347667 BELMONT CA 94002 SFD 6.750 6.483 $2,783.79 9347818 ORINDA CA 94563 SFD 6.875 6.500 $5,071.49 9348060 SANTA MARIA CA 93455 SFD 6.875 6.500 $2,378.09 9348491 WALNUT CREEK CA 94598 SFD 6.500 6.233 $2,654.69 9348813 LIVERMORE CA 94550 SFD 6.750 6.483 $2,150.11 9348881 PLEASANTON CA 94588 SFD 6.875 6.500 $2,345.24 9348896 PLEASANTON CA 94588 SFD 6.875 6.500 $2,288.09 9349229 LONG BEACH CA 90808 SFD 6.625 6.358 $2,109.82 9349731 DANVILLE CA 94506 SFD 7.125 6.500 $2,391.70 9349793 ALAMEDA CA 94502 SFD 6.875 6.500 $2,923.34 9349915 FREMONT CA 94555 SFD 7.250 6.500 $2,251.19 9349966 WALNUT CREEK CA 94595 SFD 6.625 6.358 $2,420.38 9350068 HUNTINGTON BEACH CA 92648 SFD 7.000 6.500 $4,424.27 9350664 PLEASANT HILL CA 94523 SFD 6.750 6.483 $2,298.64 9350779 NOVATO CA 94945 SFD 7.000 6.500 $2,268.69 9350801 GILROY CA 95020 SFD 6.875 6.500 $2,989.03 9351083 GRANITE BAY CA 95746 SFD 6.750 6.483 $3,226.78 9351406 BERKELEY CA 94708 SFD 6.750 6.483 $2,737.09 9351425 SAN MATEO CA 94402 SFD 6.750 6.483 $4,183.46 9351826 OCEANSIDE CA 92057 SFD 6.750 6.483 $2,557.43 9352103 SAN CLEMENTE CA 92673 SFD 6.625 6.358 $2,881.40 9352231 SAN JOSE CA 95123 SFD 6.750 6.483 $3,230.02 9352256 SUNNYVALE CA 94087 SFD 7.125 6.500 $2,341.18 9352336 SAN MATEO CA 94403 SFD 7.000 6.500 $2,774.32 9352875 LOS ANGELES CA 90077 SFD 6.625 6.358 $3,252.78 9352877 SAN DIEGO CA 92130 SFD 7.125 6.500 $2,539.92 9353102 NAPA CA 94558 SFD 6.625 6.358 $3,713.81 9353236 SANTA ANA CA 92705 SFD 6.875 6.500 $5,060.98 9353319 FAIRFAX CA 94930 SFD 6.750 6.483 $2,416.03 9353326 DANVILLE CA 94506 SFD 6.875 6.500 $2,299.25 9354488 LOS ALTOS CA 94022 SFD 7.000 6.500 $3,042.43 9355603 SARATOGA CA 95070 SFD 6.750 6.483 $4,134.82 9356245 CASTRO VALLEY CA 94552 SFD 6.750 6.483 $2,296.04 9358650 ROSS CA 94957 SFD 6.875 6.500 $3,570.41 9358904 PENN VALLEY CA 95946 SFD 7.000 6.500 $3,858.76 9359032 BELMONT CA 94002 SFD 6.625 6.358 $4,097.99 9359795 SONOMA CA 95476 SFD 6.750 6.483 $3,242.99 9359856 PORTOLA VALLEY CA 94028 SFD 7.125 6.500 $6,737.19 9360029 MENDOCINO CA 95460 SFD 6.875 6.500 $3,383.19 9360238 ORINDA CA 94563 SFD 6.875 6.500 $5,892.66 9360510 BERKELEY CA 94705 SFD 6.750 6.483 $2,918.70 9360528 MILPITAS CA 95035 SFD 6.875 6.500 $2,010.21 9361184 SAN FRANCISCO CA 94131 SFD 6.875 6.500 $1,977.36 9361192 PETALUMA CA 94952 SFD 6.750 6.483 $3,048.42 9361195 LAFAYETTE CA 94549 SFD 7.375 6.500 $2,624.57 9361263 NEWPORT BEACH CA 92660 SFD 6.875 6.500 $2,627.72 9361490 GILROY CA 95020 SFD 6.750 6.483 $2,510.08 9362665 UNION CITY CA 94587 SFD 6.750 6.483 $2,300.58 9362790 SANTA CLARITA CA 91321 SFD 6.750 6.483 $2,675.47 9363500 HAYWARD CA 94542 SFD 6.875 6.500 $2,200.72 9363901 SAN DIEGO CA 92131 SFD 6.500 6.233 $2,755.82 9363978 BAKERSFIELD CA 93309 SFD 6.875 6.500 $3,153.26 9364036 SACRAMENTO CA 95864 SFD 6.875 6.500 $3,389.76 9364067 LONG BEACH CA 90807 SFD 7.000 6.500 $3,353.79 9439054 YORBA LINDA CA 92887 SFD 7.000 6.500 $2,571.40 9439451 GRANITE BAY CA 95746 SFD 6.750 6.483 $2,354.42 9439482 BERKELEY CA 94708 SFD 6.875 6.500 $4,270.04 9439849 ALAMO CA 94507 SFD 6.875 6.500 $3,967.85 9443283 ANTIOCH CA 94531 SFD 7.125 6.500 $3,018.26 9443410 SUNNYVALE CA 94087 SFD 6.750 6.483 $3,836.46 9444109 SAN JOSE CA 95125 SFD 6.875 6.500 $4,828.43 9444165 NOVATO CA 94949 SFD 6.750 6.483 $2,270.10 9445005 LA JOLLA CA 92037 SFD 6.750 6.483 $2,541.86 9445021 SCOTTS VALLEY CA 95066 SFD 6.875 6.500 $2,443.78 9445483 WESTLAKE VILLAGE CA 91361 SFD 6.750 6.483 $2,607.36 9445725 LIVERMORE CA 94550 SFD 6.875 6.500 $2,529.18 9450270 SANTA YNEZ CA 93460 SFD 6.875 6.500 $2,463.48 9867917 SAN JUAN CAPISTRANO CA 92675 SFD 6.500 6.233 $2,528.28 9873164 TUSTIN CA 92782 SFD 6.875 6.500 $4,270.04 9878209 LOS ALTOS CA 94024 SFD 6.750 6.483 $2,497.10
WFMBS WFMBS 2002-02 EXHIBIT F-1B GROUP II LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS (TABLE CONTINUED)
(i) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi) ----- -------- --------- -------------- ----- ------- ---------- -------- ----------- ----------- CUT-OFF MORTGAGE ORIGINAL SCHEDULED DATE MORTGAGE MASTER FIXED LOAN TERM TO MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD -------- -------- --------- -------------- ----- ------- ---------- -------- ----------- ----------- 4233688 360 1-Dec-31 $309,739.56 72.26 0.250 0.017 0.108 4285642 360 1-Jan-32 $350,600.00 58.43 0.250 0.017 0.233 4313044 360 1-Dec-31 $304,350.46 50.78 0.250 0.017 0.000 4335475 360 1-Jan-32 $400,000.00 57.14 0.250 0.017 0.000 4342462 360 1-Dec-31 $487,569.45 80.00 0.250 0.017 0.000 4342800 360 1-Jan-32 $352,000.00 80.00 0.250 0.017 0.000 4343563 360 1-Dec-31 $471,593.61 89.90 13 0.250 0.017 0.000 4345150 360 1-Dec-31 $316,527.24 80.00 0.250 0.017 0.000 4348930 360 1-Dec-31 $289,762.29 77.33 0.250 0.017 0.233 4350417 360 1-Jan-32 $362,284.00 72.46 0.250 0.017 0.000 4350616 360 1-Dec-31 $495,914.65 55.46 0.250 0.017 0.000 4353151 360 1-Dec-31 $594,535.84 66.11 0.250 0.017 0.483 4356237 360 1-Dec-31 $354,102.26 77.04 0.250 0.017 0.108 4361238 360 1-Dec-31 $409,646.99 68.33 0.250 0.017 0.000 4368149 360 1-Dec-31 $408,456.55 49.55 0.250 0.017 0.108 4368552 360 1-Dec-31 $582,498.05 50.70 0.250 0.017 0.000 4370024 360 1-Dec-31 $274,780.08 61.80 0.250 0.017 0.358 4372809 360 1-Dec-31 $324,720.18 78.31 0.250 0.017 0.000 4374777 360 1-Dec-31 $635,452.41 57.82 0.250 0.017 0.000 4375005 360 1-Dec-31 $465,588.86 67.54 0.250 0.017 0.000 4378583 360 1-Dec-31 $455,607.39 41.45 0.250 0.017 0.000 4378825 360 1-Dec-31 $649,383.25 40.75 0.250 0.017 0.000 4379466 360 1-Dec-31 $59,949.59 25.86 0.250 0.017 0.108 4382221 360 1-Dec-31 $372,161.72 43.06 0.250 0.017 0.358 4382721 360 1-Dec-31 $948,102.81 52.57 0.250 0.017 0.108 4382821 360 1-Dec-31 $637,450.69 63.80 0.250 0.017 0.000 4383514 360 1-Dec-31 $344,702.96 53.08 0.250 0.017 0.000 4385469 360 1-Dec-31 $308,247.12 42.85 0.250 0.017 0.233 4385485 360 1-Dec-31 $379,680.75 62.81 0.250 0.017 0.108 4387394 360 1-Dec-31 $366,835.16 75.00 0.250 0.017 0.858 4388779 360 1-Dec-31 $994,164.07 61.42 0.250 0.017 0.108 4389931 360 1-Dec-31 $301,739.98 38.97 0.250 0.017 0.000 4390935 360 1-Dec-31 $999,159.88 65.36 0.250 0.017 0.108 4391434 360 1-Dec-31 $649,440.36 57.02 0.250 0.017 0.000 4396702 360 1-Dec-31 $737,364.59 62.81 0.250 0.017 0.000 4397625 360 1-Dec-31 $698,937.50 70.00 0.250 0.017 0.000 4398060 360 1-Dec-31 $374,677.13 51.72 0.250 0.017 0.000 4398450 360 1-Dec-31 $649,426.51 52.00 0.250 0.017 0.000 4400801 360 1-Dec-31 $334,711.57 56.59 0.250 0.017 0.000 4402986 360 1-Dec-31 $324,720.18 33.16 0.250 0.017 0.000 4403631 360 1-Dec-31 $852,850.55 60.96 0.250 0.017 0.608 4404246 360 1-Dec-31 $649,440.36 34.21 0.250 0.017 0.000 4407308 360 1-Dec-31 $386,014.32 61.35 0.250 0.017 0.108 4408772 360 1-Dec-31 $331,714.15 71.40 0.250 0.017 0.000 4410255 360 1-Dec-31 $518,553.15 46.13 0.250 0.017 0.000 4411750 360 1-Dec-31 $468,096.62 36.04 0.250 0.017 0.000 4412952 360 1-Dec-31 $914,231.29 54.63 0.250 0.017 0.108 4413234 360 1-Dec-31 $394,651.50 69.30 0.250 0.017 0.000 4418058 360 1-Dec-31 $496,102.95 75.34 0.250 0.017 0.358 4418062 360 1-Dec-31 $343,011.41 49.07 0.250 0.017 0.108 4419446 360 1-Dec-31 $374,684.95 75.76 0.250 0.017 0.108 4420242 360 1-Dec-31 $429,139.17 37.35 0.250 0.017 0.108 4421105 360 1-Jan-32 $380,000.00 29.46 0.250 0.017 0.108 4421976 360 1-Dec-31 $359,726.06 44.44 0.250 0.017 0.608 4422719 360 1-Dec-31 $499,558.86 44.84 0.250 0.017 0.000 4423537 360 1-Dec-31 $599,483.41 42.86 0.250 0.017 0.000 4426234 360 1-Dec-31 $516,554.87 61.55 0.250 0.017 0.000 4426582 360 1-Dec-31 $499,579.93 58.82 0.250 0.017 0.108 4427807 360 1-Dec-31 $439,621.16 37.93 0.250 0.017 0.000 4429011 360 1-Dec-31 $544,530.77 37.85 0.250 0.017 0.000 4429481 360 1-Dec-31 $372,678.85 57.38 0.250 0.017 0.000 4429732 360 1-Dec-31 $395,577.82 80.00 0.250 0.017 0.233 4430612 360 1-Dec-31 $470,584.44 48.56 0.250 0.017 0.000 4431267 360 1-Dec-31 $359,697.55 80.00 0.250 0.017 0.108 4431884 360 1-Dec-31 $624,448.57 52.08 0.250 0.017 0.000 4431906 360 1-Dec-31 $609,474.80 38.73 0.250 0.017 0.000 4432500 360 1-Dec-31 $499,579.93 57.14 0.250 0.017 0.108 4432583 360 1-Jan-32 $545,000.00 65.27 0.250 0.017 0.000 4434044 360 1-Dec-31 $471,593.62 63.78 0.250 0.017 0.000 4434520 360 1-Dec-31 $587,493.74 61.89 0.250 0.017 0.000 4435093 360 1-Dec-31 $387,174.45 40.79 0.250 0.017 0.108 4435124 360 1-Dec-31 $399,655.60 61.54 0.250 0.017 0.000 4437219 360 1-Jan-32 $200,000.00 61.54 0.250 0.017 0.608 4439194 360 1-Dec-31 $599,543.44 40.68 0.250 0.017 0.608 4439765 360 1-Dec-31 $369,689.15 37.95 0.250 0.017 0.108 4440980 360 1-Dec-31 $357,691.76 55.08 0.250 0.017 0.000 4442165 360 1-Jan-32 $516,000.00 80.00 0.250 0.017 0.000 4442699 360 1-Dec-31 $409,180.54 69.41 0.250 0.017 0.483 4443455 360 1-Dec-31 $349,713.11 66.67 0.250 0.017 0.233 4443793 360 1-Dec-31 $481,585.00 22.16 0.250 0.017 0.000 5998526 360 1-Jan-32 $416,000.00 55.47 0.250 0.017 0.000 9168893 360 1-Dec-31 $328,730.32 51.21 0.250 0.017 0.233 9264011 360 1-Dec-31 $565,212.94 31.43 0.250 0.017 0.000 9266347 360 1-Dec-31 $764,372.93 63.75 0.250 0.017 0.233 9273343 360 1-Dec-31 $368,712.15 79.87 0.250 0.017 0.483 9279225 360 1-Dec-31 $402,653.03 67.17 0.250 0.017 0.000 9281347 360 1-Dec-31 $589,466.62 74.97 0.250 0.017 0.000 9282591 360 1-Dec-31 $318,482.21 75.00 0.250 0.017 0.108 9285400 360 1-Dec-31 $467,616.38 80.00 0.250 0.017 0.233 9288184 360 1-Dec-31 $399,672.12 38.10 0.250 0.017 0.233 9291071 360 1-Dec-31 $338,208.55 66.37 0.250 0.017 0.000 9295940 360 1-Dec-31 $419,664.13 69.42 0.250 0.017 0.358 9297623 360 1-Dec-31 $379,710.85 66.09 0.250 0.017 0.608 9303538 360 1-Dec-31 $423,652.44 80.00 0.250 0.017 0.233 9308644 360 1-Dec-31 $418,888.89 56.65 0.250 0.017 0.733 9308859 360 1-Dec-31 $443,626.98 50.74 0.250 0.017 0.108 9309899 360 1-Dec-31 $312,749.70 31.94 0.250 0.017 0.358 9315482 360 1-Dec-31 $339,514.36 68.00 0.250 0.017 0.108 9315896 360 1-Dec-31 $555,033.31 60.05 0.250 0.017 0.108 9317397 360 1-Dec-31 $999,180.30 50.63 0.250 0.017 0.233 9325721 360 1-Dec-31 $407,640.03 80.00 0.250 0.017 0.000 9326091 360 1-Dec-31 $386,666.80 29.77 0.250 0.017 0.000 9330549 360 1-Dec-31 $630,469.88 32.36 0.250 0.017 0.108 9330721 360 1-Dec-31 $338,708.13 49.85 0.250 0.017 0.000 9332296 360 1-Dec-31 $439,630.34 69.29 0.250 0.017 0.108 9332421 360 1-Dec-31 $364,715.26 73.00 0.250 0.017 0.483 9332909 360 1-Dec-31 $363,794.11 61.71 0.250 0.017 0.108 9333048 360 1-Dec-31 $409,646.99 69.20 0.250 0.017 0.000 9333667 360 1-Dec-31 $596,098.78 55.50 0.250 0.017 0.108 9333881 360 1-Dec-31 $341,459.38 38.00 0.250 0.017 0.108 9334125 360 1-Dec-31 $332,720.23 58.32 0.250 0.017 0.108 9334788 360 1-Dec-31 $339,700.02 40.48 0.250 0.017 0.000 9335811 360 1-Dec-31 $426,691.22 67.79 0.250 0.017 0.108 9335878 360 1-Dec-31 $329,736.10 46.48 0.250 0.017 0.358 9336708 360 1-Dec-31 $577,002.78 70.00 0.250 0.017 0.000 9339003 360 1-Dec-31 $354,694.35 27.10 0.250 0.017 0.000 9339345 360 1-Dec-31 $574,492.69 52.27 0.250 0.017 0.000 9339664 360 1-Dec-31 $430,637.90 49.43 0.250 0.017 0.108 9339861 360 1-Dec-31 $999,180.30 35.71 0.250 0.017 0.233 9340482 360 1-Dec-31 $374,677.13 65.79 0.250 0.017 0.000 9341090 360 1-Dec-31 $464,419.00 70.00 0.250 0.017 0.233 9341702 360 1-Dec-31 $374,677.13 68.18 0.250 0.017 0.000 9343376 360 1-Dec-31 $575,527.85 80.00 0.250 0.017 0.233 9344254 360 1-Dec-31 $342,697.38 36.11 0.250 0.017 0.000 9345354 360 1-Dec-31 $637,464.00 68.82 0.250 0.017 0.108 9345393 360 1-Dec-31 $468,106.39 70.45 0.250 0.017 0.108 9345436 360 1-Dec-31 $374,077.13 46.88 0.250 0.017 0.000 9345480 360 1-Dec-31 $391,678.68 70.00 0.250 0.017 0.233 9345740 360 1-Dec-31 $349,691.20 70.00 0.250 0.017 0.000 9345786 360 1-Dec-31 $339,707.26 34.00 0.250 0.017 0.000 9345873 360 1-Dec-31 $374,677.13 72.82 0.250 0.017 0.000 9346111 360 1-Dec-31 $559,505.92 80.00 0.250 0.017 0.000 9346474 360 1-Dec-31 $449,674.30 75.00 0.250 0.017 0.858 9346555 360 1-Dec-31 $649,505.40 28.26 0.250 0.017 0.608 9346623 360 1-Dec-31 $484,804.25 67.03 0.250 0.017 0.000 9346787 360 1-Dec-31 $519,563.14 24.19 0.250 0.017 0.108 9346836 360 1-Dec-31 $499,569.51 35.71 0.250 0.017 0.000 9346858 360 1-Dec-31 $439,621.16 29.33 0.250 0.017 0.000 9346960 360 1-Dec-31 $343,703.82 80.00 0.250 0.017 0.000 9346990 360 1-Dec-31 $613,353.19 67.46 0.250 0.017 0.000 9347021 360 1-Dec-31 $443,626.98 39.64 0.250 0.017 0.108 9347490 360 1-Dec-31 $383,669.38 68.57 0.250 0.017 0.000 9347518 360 1-Dec-31 $394,160.34 63.12 0.250 0.017 0.000 9347584 360 1-Dec-31 $465,618.02 48.64 0.250 0.017 0.233 9347667 360 1-Dec-31 $428,830.46 64.64 0.250 0.017 0.000 9347818 360 1-Dec-31 $771,351.43 51.47 0.250 0.017 0.108 9348060 360 1-Dec-31 $361,695.87 64.64 0.250 0.017 0.108 9348491 360 1-Dec-31 $419,620.31 49.41 0.250 0.017 0.000 9348813 360 1-Dec-31 $331,214.58 62.55 0.250 0.017 0.000 9348881 360 1-Dec-31 $356,700.07 67.36 0.250 0.017 0.108 9348896 360 1-Dec-31 $348,007.38 69.66 0.250 0.017 0.108 9349229 360 1-Dec-31 $329,209.29 67.24 0.250 0.017 0.000 9349731 360 1-Dec-31 $354,716.11 24.65 0.250 0.017 0.358 9349793 360 1-Dec-31 $444,626.14 55.63 0.250 0.017 0.108 9349915 360 1-Dec-31 $329,742.56 79.52 0.250 0.017 0.483 9349966 360 1-Dec-31 $377,666.49 60.48 0.250 0.017 0.000 9350068 360 1-Dec-31 $664,454.90 57.83 0.250 0.017 0.233 9350664 360 1-Dec-31 $352,094.86 80.00 0.250 0.017 0.000 9350779 360 1-Dec-31 $340,720.48 49.42 0.250 0.017 0.233 9350801 360 1-Dec-31 $454,617.74 70.00 0.250 0.017 0.108 9351083 360 1-Dec-31 $497,071.66 62.97 0.250 0.017 0.000 9351406 360 1-Dec-31 $421,636.66 72.76 0.250 0.017 0.000 9351425 360 1-Dec-31 $644,444.67 75.00 0.250 0.017 0.000 9351826 360 1-Dec-31 $393,960.51 79.66 0.250 0.017 0.000 9352103 360 1-Dec-31 $449,602.97 66.61 0.250 0.017 0.000 9352231 360 1-Dec-31 $497,571.23 60.73 0.250 0.017 0.000 9352256 360 1-Dec-31 $347,222.10 63.18 0.250 0.017 0.358 9352336 360 1-Dec-31 $416,658.18 49.94 0.250 0.017 0.233 9352875 360 1-Dec-31 $507,551.80 61.13 0.250 0.017 0.000 9352877 360 1-Dec-31 $376,698.52 65.57 0.250 0.017 0.358 9353102 360 1-Dec-31 $579,488.27 59.49 0.250 0.017 0.000 9353236 360 1-Dec-31 $769,752.77 73.37 0.250 0.017 0.108 9353319 360 1-Dec-31 $372,179.28 63.68 0.250 0.017 0.000 9353326 360 1-Dec-31 $349,705.96 46.67 0.250 0.017 0.108 9354488 360 1-Dec-31 $456,925.15 45.96 0.250 0.017 0.233 9355603 360 1-Dec-31 $636,951.12 36.43 0.250 0.017 0.000 9356245 360 1-Dec-31 $353,695.21 63.21 0.250 0.017 0.000 9358650 360 1-Dec-31 $543,043.39 39.53 0.250 0.017 0.108 9358904 360 1-Jan-32 $580,000.00 69.88 0.250 0.017 0.233 9359032 360 1-Dec-31 $639,435.34 69.19 0.250 0.017 0.000 9359795 360 1-Dec-31 $499,569.51 21.79 0.250 0.017 0.000 9359856 360 1-Dec-31 $999,200.31 45.45 0.250 0.017 0.358 9360029 360 1-Dec-31 $514,450.52 34.33 0.250 0.017 0.108 9360238 360 1-Dec-31 $895,746.40 69.00 0.250 0.017 0.108 9360510 360 1-Dec-31 $449,612.55 36.00 0.250 0.017 0.000 9360528 360 1-Dec-31 $305,742.92 69.99 0.250 0.017 0.108 9361184 360 1-Dec-31 $299,724.48 55.23 0.250 0.017 0.108 9361192 360 1-Dec-31 $469,545.33 72.31 0.250 0.017 0.000 9361195 360 1-Dec-31 $379,710.85 56.30 0.250 0.017 0.608 9361263 360 1-Dec-31 $399,663.95 45.98 0.250 0.017 0.108 9361490 360 1-Dec-31 $386,666.80 54.51 0.250 0.017 0.000 9362665 360 1-Dec-31 $354,394.61 59.61 0.250 0.017 0.000 9362790 360 1-Dec-31 $412,144.84 75.00 0.250 0.017 0.000 9363500 360 1-Dec-31 $334,718.55 68.37 0.250 0.017 0.108 9363901 360 1-Dec-31 $435,605.85 68.55 0.250 0.017 0.000 9363978 360 1-Dec-31 $479,596.74 80.00 0.250 0.017 0.108 9364036 360 1-Dec-31 $515,566.49 68.80 0.250 0.017 0.108 9364067 360 1-Dec-31 $503,686.79 60.37 0.250 0.017 0.233 9439054 360 1-Dec-31 $386,183.18 56.84 0.250 0.017 0.233 9439451 360 1-Dec-31 $362,687.46 63.68 0.250 0.017 0.000 9439482 360 1-Dec-31 $649,453.92 66.33 0.250 0.017 0.108 9439849 360 1-Dec-31 $603,492.57 80.00 0.250 0.017 0.108 9443283 360 1-Dec-31 $447,641.74 80.00 0.250 0.017 0.358 9443410 360 1-Dec-31 $590,990.73 69.59 0.250 0.017 0.000 9444109 360 1-Dec-31 $734,382.51 73.50 0.250 0.017 0.108 9444165 360 1-Dec-31 $349,698.65 52.24 0.250 0.017 0.000 9445005 360 1-Dec-31 $391,562.58 48.99 0.250 0.017 0.000 9445021 360 1-Dec-31 $371,687.47 80.00 0.250 0.017 0.108 9445483 360 1-Dec-31 $401,653.89 61.85 0.250 0.017 0.000 9445725 360 1-Dec-31 $384,676.55 70.00 0.250 0.017 0.108 9450270 360 1-Dec-31 $374,684.96 68.18 0.250 0.017 0.108 9867917 360 1-Dec-31 $399,138.39 54.42 0.250 0.017 0.000 9873164 360 1-Dec-31 $649,453.92 66.67 0.250 0.017 0.108 9878209 360 1-Dec-31 $384,668.53 33.48 0.250 0.017 0.000 $99,605,370.73 COUNT: 214 WAC: 6.852624071 WAM: 359.0411814 WALTV: 58.31921693
EXHIBIT F-2A [Schedule of Other Servicer Mortgage Loans in Group I] WFMBS WFMBS 2002-02 EXHIBIT F-2A GROUP I LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) ----- --------------------------- ----- ----- -------- -------- -------- --------- NET MORTGAGE MORTGAGE MORTGAGE CURRENT LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT -------- --------------------------- ----- ----- -------- -------- -------- --------- 4422971 FLUSHING NY 11379 SFD 8.000 6.500 $2,127.92 4425754 HOUSTON TX 77079 SFD 7.000 6.483 $2,148.93 4425840 SAN MARINO CA 91108 SFD 7.000 6.483 $4,198.06 4427528 SHREVPORT LA 71106 SFD 6.875 6.500 $1,970.79 6036079 WESTFIELD IN 46074 SFD 7.375 6.500 $2,590.04 9891189 REDMOND WA 98052 SFD 6.875 6.358 $2,089.04 9892066 UNIVERSITY PARK TX 75225 SFD 6.750 6.358 $3,694.41 9892070 HOUSTON TX 77005 SFD 6.625 6.358 $2,431.26
WFMBS WFMBS 2002-02 EXHIBIT F-2A GROUP I LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS (TABLE CONTINUED)
(i) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi) ----- -------- --------- -------------- ----- ------- ---------- -------- ----------- ---------- CUT-OFF MORTGAGE ORIGINAL SCHEDULED DATE MORTGAGE MASTER FIXED LOAN TERM TO MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD -------- -------- --------- -------------- ----- ------- ---------- -------- ----------- ---------- 4422971 360 1-Oct-31 $289,412.34 78.38 0.250 0.017 1.233 4425754 360 1-Sep-31 $321,931.65 85.00 06 0.500 0.017 0.000 4425840 360 1-Sep-31 $628,912.92 72.95 0.500 0.017 0.000 4427528 360 1-Nov-31 $299,494.48 85.71 01 0.250 0.017 0.108 6036079 360 1-Aug-31 $373,555.59 71.43 0.250 0.017 0.608 9891189 360 1-Dec-31 $317,732.84 73.10 0.500 0.017 0.000 9892066 360 1-Nov-31 $568,616.42 80.00 0.375 0.017 0.000 9892070 360 1-Nov-31 $379,028.15 79.94 0.250 0.017 0.000 $3,178,684.39 COUNT: 8 WAC: 7.021409049 WAM: 357.0580897 WALTV: 77.79802548
WFMBS WFMBS 2002-02 Exhibit F-2A GROUP I LOANS (Continued) 30 YEAR FIXED RATE NON-RELOCATION LOANS (i) (xvii) (xviii) -------- --------------------------- --------------------------- MORTGAGE NMI LOAN LOAN NUMBER SERVICER SELLER -------- --------------------------- --------------------------- 4422971 HOMESIDE LENDING, INC. HOMESIDE LENDING, INC. 4425754 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG 4425840 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG 4427528 HIBERNIA NATIONAL BANK HIBERNIA NATIONAL BANK 6036079 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY 9891189 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG 9892066 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG 9892070 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG COUNT: 8 WAC: 7.021409049 WAM: 357.0580897 WALTV: 77.79802548 EXHIBIT F-2B [Schedule of Other Servicer Mortgage Loans in Group II] WFMBS WFMBS 2002-02 EXHIBIT F-2B GROUP II LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS
(i) (ii) (iii) (iv) (v) (vi) ----- --------------------------- ----- ----- -------- -------- -------- --------- NET MORTGAGE MORTGAGE MORTGAGE CURRENT LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT -------- --------------------------- ----- ----- -------- -------- -------- --------- 9891111 OAKLAND CA 94618 SFD 6.875 6.358 $2,627.72
WFMBS WFMBS 2002-02 EXHIBIT F-2B GROUP II LOANS 30 YEAR FIXED RATE NON-RELOCATION LOANS (TABLE CONTINUED)
(i) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xv) (xvi) ----- -------- --------- -------------- ----- ------- ---------- -------- ----------- ----------- CUT-OFF MORTGAGE ORIGINAL SCHEDULED DATE MORTGAGE MASTER FIXED LOAN TERM TO MATURITY PRINCIPAL INSURANCE SERVICE SERVICE RETAINED NUMBER MATURITY DATE BALANCE LTV SUBSIDY CODE FEE FEE YIELD -------- -------- --------- -------------- ----- ------- ---------- -------- ----------- ----------- 9291111 360 1-Dec-31 $399,663.95 55.10 0.500 0.017 0.000 $399,663.95 COUNT: 1 WAC: 6.875 WAM: 359 WALTV: 55.1
WFMBS WFMBS 2002-02 Exhibit F-2B GROUP II LOANS (Continued) 30 YEAR FIXED RATE NON-RELOCATION LOANS (i) (xvii) (xviii) ----- ------------------------ ------------------------ MORTGAGE NMI LOAN LOAN NUMBER SERVICER SELLER -------- ------------------------ ------------------------ 9891111 FIRST NATIONWIDE MORTGAG FIRST NATIONWIDE MORTGAG COUNT: 1 WAC: 6.875 WAM: 359 WALTV: 55.1 EXHIBIT G REQUEST FOR RELEASE (for Trustee/Custodian) Loan Information Name of Mortgagor: -------------------------------------- Servicer Loan No.: -------------------------------------- Custodian/Trustee Name: -------------------------------------- Address: -------------------------------------- -------------------------------------- Custodian/Trustee Mortgage File No.: -------------------------------------- Seller Name: -------------------------------------- Address: -------------------------------------- ------------------------------------ Certificates: Mortgage Pass-Through Certificates, Series 2002-2 The undersigned Master Servicer hereby acknowledges that it has received from First Union National Bank, as Trustee for the Holders of Mortgage Pass-Through Certificates, Series 2002-2, the documents referred to below (the "Documents"). All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of January 25, 2002 (the "Pooling and Servicing Agreement") among the Trustee, the Seller, the Master Servicer and the United States Trust Company of New York, as Trustee. () Promissory Note dated ______________, 20__, in the original principal sum of $___________, made by ____________________, payable to, or endorsed to the order of, the Trustee. () Mortgage recorded on _____________________ as instrument no. ______________ in the County Recorder's Office of the County of ____________________, State of _______________________ in book/reel/docket ____________________ of official records at page/image_____________. () Deed of Trust recorded on ____________________ as instrument no. _________________ in the County Recorder's Office of the County of ___________________, State of _________________ in book/reel/docket ____________________ of official records at page/image ____________. () Assignment of Mortgage or Deed of Trust to the Trustee, recorded on ______________________________ as instrument no. ______________ in the County Recorder's Office of the County of ______________________, State of _____________________ in book/reel/docket ____________________ of official records at page/image ____________. () Other documents, including any amendments, assignments or other assumptions of the Mortgage Note or Mortgage. () --------------------------------------------- () --------------------------------------------- () --------------------------------------------- () --------------------------------------------- The undersigned Master Servicer hereby acknowledges and agrees as follows: (1) The Master Servicer shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement. (2) The Master Servicer shall not cause or permit the Documents to become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the Master Servicer assert or seek to assert any claims or rights of setoff to or against the Documents or any proceeds thereof. (3) The Master Servicer shall return the Documents to the Trustee when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof have been remitted to the Certificate Account and except as expressly provided in the Agreement. (4) The Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the Master Servicer shall at all times be earmarked for the account of the Trustee and the Master Servicer shall keep the Documents and any proceeds separate and distinct from all other property in the Master Servicer's possession, custody or control. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: -------------------------------------- Name: Title: Date: ________________, 20__ EXHIBIT H AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS STATE OF ) ) ss.: COUNTY OF ) [NAME OF OFFICER], being first duly sworn, deposes and says: 1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"), a [description of type of entity] duly organized and existing under the laws of the [State of ] [United States], on behalf of which he makes this affidavit. 2. That the Purchaser's Taxpayer Identification Number is [ ]. 3. That the Purchaser is not a "disqualified organization" within the meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended (the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified organization" or an ERISA Prohibited Holder, as of [date of transfer], and that the Purchaser is not acquiring Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-2, Class [I-A-R][I-A-LR] Certificate (the "Class [I-A-R][I-A-LR] Certificate") for the account of, or as agent (including a broker, nominee, or other middleman) for, any person or entity from which it has not received an affidavit substantially in the form of this affidavit. For these purposes, a "disqualified organization" means the United States, any state or political subdivision thereof, any foreign government, any international organization, any agency or instrumentality of any of the foregoing (other than an instrumentality if all of its activities are subject to tax and a majority of its board of directors is not selected by such governmental entity), any cooperative organization furnishing electric energy or providing telephone service to persons in rural areas as described in Code Section 1381(a)(2)(C), or any organization (other than a farmers' cooperative described in Code Section 521) that is exempt from taxation under the Code unless such organization is subject to the tax on unrelated business income imposed by Code Section 511. For these purposes, an "ERISA Prohibited Holder" means an employee benefit plan or other retirement arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on behalf of or investing the assets of such a Plan. 4. That the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes associated with holding the Class [I-A-R][I-A-LR] Certificate as they become due. 5. That the Purchaser understands that it may incur tax liabilities with respect to the Class [I-A-R][I-A-LR] Certificate in excess of cash flows generated by the Class [I-A-R][I-A-LR] Certificate. 6. That the Purchaser will not transfer the Class [I-A-R][I-A-LR] Certificate to any person or entity from which the Purchaser has not received an affidavit substantially in the form of this affidavit and as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy the requirements set forth in paragraph 4 hereof. 7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a U.S. Person (a "Non-U.S. Person") that holds the Class [I-A-R][I-A-LR] Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Trustee with an effective Internal Revenue Service Form W-8ECI or successor form at the time and in the manner required by the Code or (iii) is a Non-U.S. Person that has delivered to both the transferor and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class [I-A-R][I-A-LR] Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class [I-A-R][I-A-LR] Certificate will not be disregarded for federal income tax purposes. "U.S. Person" means a citizen or resident of the United States, a corporation or partnership (unless, in the case of a partnership, Treasury regulations are adopted that provide otherwise) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including an entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as U.S. Persons). 8. That the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions on transfer of the Class I-A-R Certificate to such a "disqualified organization," an agent thereof, an ERISA Prohibited Holder or a person that does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7 hereof. 9. That the Purchaser consents to the designation of the Master Servicer as its agent to act as "tax matters person" of the [Upper-Tier REMIC][Lower-Tier REMIC] pursuant to Section 8.14 of the Pooling and Servicing Agreement, and if such designation is not permitted by the Code and applicable law, to act as tax matters person if requested to do so. IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its [Title of Officer] this ___ day of ___________, 20__. [Name of Purchaser] By: ------------------------------------ [Name of Officer] [Title of Officer] Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer], of the Purchaser, and acknowledged to me that he [she] executed the same as his [her] free act and deed and the free act and deed of the Purchaser. Subscribed and sworn before me this __ day of___________, 20__. Notary Public COUNTY OF ----------------------- STATE OF ---------------------- My commission expires the __ day of __________, 20__. EXHIBIT I [Letter from Transferor of Class [I-A-R][I-A-LR] Certificate] [Date] First Union National Bank 401 South Tryon Street Charlotte, North Carolina 28202 Re: Wells Fargo Asset Securities Corporation, Series 2002-2, Class [I-A-R][I-A-LR] ------------------------------------ Ladies and Gentlemen: [Transferor] has reviewed the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true and has no reason to know that the information contained in paragraph 4 thereof is not true. Very truly yours, [Transferor] ---------------------- EXHIBIT J WELLS FARGO ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-2 CLASS [B-4] [B-5] [B-6] CERTIFICATES TRANSFEREE'S LETTER ----------------- --, ---- First Union National Bank 401 South Tryon Street Charlotte, North Carolina 28202 Wells Fargo Asset Securities Corporation 7485 New Horizon Way Frederick, Maryland 21703 The undersigned (the "Purchaser") proposes to purchase Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-2, Class [B-4] [B-5] [B-6] Certificates (the "Class [B-4] [B-5] [B-6] Certificates") in the principal amount of $___________. In doing so, the Purchaser hereby acknowledges and agrees as follows: Section 1. Definitions. Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Pooling and Servicing Agreement, dated as of January 25, 2002 (the "Pooling and Servicing Agreement") among Wells Fargo Asset Securities Corporation, as seller (the "Seller"), Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer")and First Union National Bank, as trustee (the "Trustee"), of Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-2. Section 2. Representations and Warranties of the Purchaser. In connection with the proposed transfer, the Purchaser represents and warrants to the Seller, the Master Servicer and the Trustee that: (a) The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which the Purchaser is organized, is authorized to invest in the Class [B-4] [B-5] [B-6] Certificates, and to enter into this Agreement, and duly executed and delivered this Agreement. (b) The Purchaser is acquiring the Class [B-4] [B-5] [B-6] Certificates for its own account as principal and not with a view to the distribution thereof, in whole or in part. (c) [The Purchaser has knowledge of financial and business matters and is capable of evaluating the merits and risks of an investment in the Class [B-4] [B-5] [B-6] Certificates; the Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Purchaser is able to bear the economic risk of an investment in the Class [B-4] [B-5] [B-6] Certificates and can afford a complete loss of such investment.] [(d) The Purchaser is a "Qualified Institutional Buyer" within the meaning of Rule 144A of the Act.] (e) The Purchaser confirms that (a) it has received and reviewed a copy of the Private Placement Memorandum dated _______________, relating to the Class [B-4] [B-5] [B-6] Certificates and reviewed, to the extent it deemed appropriate, the documents attached thereto or incorporated by reference therein, (b) it has had the opportunity to ask questions of, and receive answers from the Seller concerning the Class [B-4] [B-5] [B-6] Certificates and all matters relating thereto, and obtain any additional information (including documents) relevant to its decision to purchase the Class [B-4] [B-5] [B-6] Certificates that the Seller possesses or can possess without unreasonable effort or expense and (c) it has undertaken its own independent analysis of the investment in the Class [B-4] [B-5] [B-6] Certificates. The Purchaser will not use or disclose any information it receives in connection with its purchase of the Class [B-4] [B-5] [B-6] Certificates other than in connection with a subsequent sale of Class [B-4] [B-5] [B-6] Certificates. (f) Either (i) the Purchaser is not an employee benefit plan or other retirement arrangement subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as defined in Section 3(32) of ERISA subject to any federal, state or local law ("Similar Law") which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on behalf of a Plan, or a person utilizing the assets of a Plan or (ii) if the Purchaser is an insurance company, (A) the source of funds used to purchase the Class [B-4] [B-5] [B-6] Certificate is an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995), (B) there is no Plan with respect to which the amount of such general account's reserves and liabilities for the contract(s) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition and (C) the purchase and holding of such Class [B-4] [B-5] [B-6] Certificates are covered by Sections I and III of PTE 95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion" satisfactory to the Seller and the Trustee of the Trust Estate and (b) such other opinions of counsel, officers' certificates and agreements as the Seller or the Master Servicer may have required. A Benefit Plan Opinion is an opinion of counsel to the effect that the proposed transfer will not cause the assets of the Trust Estate to be regarded as "plan assets" and subject to the prohibited transaction provisions of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller or the Master Servicer to any obligation in addition to those undertaken in the Pooling and Servicing Agreement (including any liability for civil penalties or excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar Law). (g) If the Purchaser is a depository institution subject to the jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("FRB"), the Federal Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision ("OTS") or the National Credit Union Administration ("NCUA"), the Purchaser has reviewed the "Supervisory Policy Statement on Securities Activities" dated January 28, 1992 of the Federal Financial Institutions Examination Council and the April 15, 1994 Interim Revision thereto as adopted by the OCC, FRB, FDIC, OTS and NCUA (with modifications as applicable), as appropriate, other applicable investment authority, rules, supervisory policies and guidelines of these agencies and, to the extent appropriate, state banking authorities and has concluded that its purchase of the Class [B-4] [B-5] [B-6] Certificates is in compliance therewith. Section 3. Transfer of Class [B-4] [B-5] [B-6] Certificates. (a) The Purchaser understands that the Class [B-4][B-5][B-6] Certificates have not been registered under the Securities Act of 1933 (the "Act") or any state securities laws and that no transfer may be made unless the Class [B-4][B-5][B-6] Certificates are registered under the Act and applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither the Seller, the Master Servicer nor the Trustee is under any obligation to register the Class [B-4][B-5][B-6] Certificates or make an exemption available. In the event that such a transfer is to be made in reliance upon an exemption from the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee certify to the Seller and the Trustee as to the factual basis for the registration or qualification exemption relied upon, and (ii) unless the transferee is a "Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, the Trustee or the Seller may, if such transfer is made within three years from the later of (a) the Closing Date or (b) the last date on which the Seller or any affiliate thereof was a holder of the Certificates proposed to be transferred, require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer or the Seller. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Master Servicer, any Paying Agent acting on behalf of the Trustee and the Seller against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (b) No transfer of a Class [B-4][B-5][B-6] Certificate shall be made unless the transferee provides the Seller and the Trustee with a Transferee's Letter, substantially in the form of this Agreement. (c) The Purchaser acknowledges that its Class [B-4][B-5][B-6] Certificates bear a legend setting forth the applicable restrictions on transfer. IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly executed by its duly authorized representative as of the day and the year first above written. [PURCHASER] By: -------------------------------------- Its: ------------------------------------- EXHIBIT K [Reserved] EXHIBIT L SERVICING AGREEMENTS WFHM Servicing Agreement First Nationwide Mortgage Corporation Servicing Agreement The Huntington Mortgage Company Servicing Agreement Hibernia National Bank Servicing Agreement HomeSide Lending Inc. Servicing Agreement EXHIBIT M [FORM OF SPECIAL SERVICING AGREEMENT] SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is made and entered into as of , between Wells Fargo Bank Minnesota, National Association (the "Company" and "Wells Fargo Bank") and (the "Purchaser"). PRELIMINARY STATEMENT ________________________ is the holder of the entire interest in Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-2, Class ____ (the "Class B Certificates"). The Class B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 25, 2002 among Wells Fargo Asset Securities Corporation, as seller (the "Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and First Union National Bank, as Trustee. ________________________ intends to resell all of the Class B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser: ARTICLE I DEFINITIONS Section 1.01 Defined Terms ------------- Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of New York are required or authorized by law or executive order to be closed. Collateral Fund: The fund established and maintained pursuant to Section 3.01 hereof. Collateral Fund Permitted Investments: Either (i) obligations of, or obligations fully guaranteed as to principal and interest by, the United States, or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States, (ii) a money market fund rated in the highest rating category by a nationally recognized rating agency selected by the Company, (iii) cash, (iv) mortgage pass-through certificates issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC, (v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date), the issuer of which may be an affiliate of the Company, having at the time of such investment a rating of at least P-1 by Moody's Investors Service, Inc. ("Moody's") or at least F-1 by Fitch, Inc. ("Fitch") or (vi) demand and time deposits in, certificates of deposit of, any depository institution or trust company (which may be an affiliate of the Company) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time of such investment either (x) the long-term debt obligations of such depository institution or trust company have a rating of at least AA by Fitch or Moody's, (y) the certificate of deposit or other unsecured short-term debt obligations of such depository institution or trust company have a rating of at least A-1 by Moody's or F-1 by Fitch or (z) the depository institution or trust company is one that is acceptable to either Moody's or Fitch and, for each of the preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not later than the earlier to occur of (A) 30 days from the date of the related investment and (B) the next succeeding Distribution Date as defined in the related Pooling and Servicing Agreement. Commencement of Foreclosure: The first official action required under local law in order to commence foreclosure proceedings or to schedule a trustee's sale under a deed of trust, including (i) in the case of a mortgage, any filing or service of process necessary to commence an action to foreclose, or (ii) in the case of a deed of trust, posting, the publishing, filing or delivery of a notice of sale, but not including in either case (x) any notice of default, notice of intent to foreclose or sell or any other action prerequisite to the actions specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of foreclosure (whether in connection with a sale of the related property or otherwise) or (z) initiation and completion of a short pay-off. Current Appraisal: With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, an appraisal of the related Mortgaged Property obtained by the Purchaser at its own expense from an independent appraiser (which shall not be an affiliate of the Purchaser) acceptable to the Company as nearly contemporaneously as practicable to the time of the Purchaser's election, prepared based on the Company's customary requirements for such appraisals. Election to Delay Foreclosure: Any election by the Purchaser to delay the Commencement of Foreclosure, made in accordance with Section 2.02(b). Election to Foreclose: Any election by the Purchaser to proceed with the Commencement of Foreclosure, made in accordance with Section 2.03(a). Monthly Advances: Principal and interest advances and servicing advances including costs and expenses of foreclosure. Required Collateral Fund Balance: As of any date of determination, an amount equal to the aggregate of all amounts previously required to be deposited in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section 2.02(g) and Section 2.03(d). Section 1.02 Definitions Incorporated by Reference ------------------------------------- All capitalized terms not otherwise defined in this Agreement shall have the meanings assigned in the Pooling and Servicing Agreement. ARTICLE II SPECIAL SERVICING PROCEDURES Section 2.01 Reports and Notices ------------------- (a) In connection with the performance of its duties under the Pooling and Servicing Agreement relating to the realization upon defaulted Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser the following notices and reports: (i) Within five Business Days after each Distribution Date (or included in or with the monthly statements to Certificateholders pursuant to the Pooling and Servicing Agreement), the Company, shall provide to the Purchaser a report, using the same methodology and calculations in its standard servicing reports, indicating for the Trust Estate the number of Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or more delinquent or (D) in foreclosure, and indicating for each such Mortgage Loan the loan number and outstanding principal balance. (ii) Prior to the Commencement of Foreclosure in connection with any Mortgage Loan, the Company shall cause (to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement) the Servicer to provide the Purchaser with a notice (sent by telecopier) of such proposed and imminent foreclosure, stating the loan number and the aggregate amount owing under the Mortgage Loan. Such notice may be provided to the Purchaser in the form of a copy of a referral letter from such Servicer to an attorney requesting the institution of foreclosure. (b) If requested by the Purchaser, the Company shall cause the Servicer (to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement) to make its servicing personnel available (during their normal business hours) to respond to reasonable inquiries, by phone or in writing by facsimile, electronic, or overnight mail transmission, by the Purchaser in connection with any Mortgage Loan identified in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been given to the Purchaser; provided, that (1) the related Servicer shall only be required to provide information that is readily accessible to its servicing personnel and is non-confidential and (2) the related Servicer shall respond within five Business Days orally or in writing by facsimile transmission. (c) In addition to the foregoing, the Company shall cause the Servicer (to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement) to provide to the Purchaser such information as the Purchaser may reasonably request provided, however, that such information is consistent with normal reporting practices, concerning each Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan which has become real estate owned, through the final liquidation thereof; provided, that the related Servicer shall only be required to provide information that is readily accessible to its servicing personnel and is non-confidential provided, however, that the Purchaser will reimburse the Company and the related Servicer for any out of pocket expenses. Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings ----------------------------------------------------- (a) The Purchaser shall be deemed to direct the Company to direct (to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement) the related Servicer that in the event that the Company does not receive written notice of the Purchaser's election pursuant to subsection (b) below within 24 hours (exclusive of any intervening non-Business Days) of transmission of the notice provided by the Company under Section 2.01 (a) (ii) subject to extension as set forth in Section 2.02(b), the related Servicer may proceed with the Commencement of Foreclosure in respect of such Mortgage Loan in accordance with its normal foreclosure policies without further notice to the Purchaser. Any foreclosure that has been initiated may be discontinued (i) without notice to the Purchaser if the Mortgage Loan has been brought current or if a refinancing or prepayment occurs with respect to the Mortgage Loan (including by means of a short payoff approved by the related Servicer) or (ii) if the related Servicer has reached the terms of a forbearance agreement with the borrower. In the latter case, the related Servicer may complete such forbearance agreement unless instructed otherwise by the Purchaser within two Business Days notification. (b) In connection with any Mortgage Loan with respect to which a notice under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may elect to instruct the Company to cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement, the related Servicer to delay the Commencement of Foreclosure until such time as the Purchaser determines that the related Servicer may proceed with the Commencement of Foreclosure. Such election must be evidenced by written notice received within 24 hours (exclusive of any intervening non-Business Days) of transmission of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour period shall be extended for no longer than an additional four Business Days after the receipt of the information if the Purchaser requests additional information related to such foreclosure; provided, however, that the Purchaser will have at least one Business Day to respond to any requested additional information. Any such additional information shall be provided only to the extent it (i) is not confidential in nature and (ii) is obtainable by the related Servicer from existing reports, certificates or statements or is otherwise readily accessible to its servicing personnel. The Purchaser agrees that it has no right to deal with the mortgagor during such period. However, if such servicing activities include acceptance of a deed-in-lieu of foreclosure or short payoff, the Purchaser will be notified and given two Business Days to respond. (c) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as soon as practicable, but in no event more than 15 business days thereafter, and shall provide the Company with a copy of such Current Appraisal. (d) Within two Business Days of making any Election to Delay Foreclosure, the Purchaser shall remit by wire transfer to the Company, for deposit in the Collateral Fund, an amount, as calculated by the Company, equal to the sum of (i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and the value shown in the Current Appraisal referred to in subsection (c) above (or, if such Current Appraisal has not yet been obtained, the Company's estimate thereof, in which case the required deposit under this subsection shall be adjusted upon obtaining such Current Appraisal), and (ii) three months' interest on the Mortgage Loan at the applicable Mortgage Interest Rate. If any Election to Delay Foreclosure extends for a period in excess of three months (such excess period being referred to herein as the "Excess Period"), within two Business Days the Purchaser shall remit by wire transfer in advance to the Company for deposit in the Collateral Fund the amount of each additional month's interest, as calculated by the Company, equal to interest on the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess Period. The terms of this Agreement will no longer apply to the servicing of any Mortgage Loan upon the failure of the Purchaser to deposit any of the above amounts relating to the Mortgage Loan within two Business Days of the Election to Delay Foreclosure or within two Business Days of the commencement of the Excess Period subject to Section 3.01. (e) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund from time to time amounts necessary to reimburse the related Servicer for all related Monthly Advances and Liquidation Expenses thereafter made by such Servicer in accordance with the Pooling and Servicing Agreement and the related Servicing Agreement. To the extent that the amount of any such Liquidation Expenses is determined by the Company based on estimated costs, and the actual costs are subsequently determined to be higher, the Company may withdraw the additional amount from the Collateral Fund. In the event that the Mortgage Loan is brought current by the mortgagor and the foreclosure action is discontinued, the amounts so withdrawn from the Collateral Fund shall be redeposited if and to the extent that reimbursement therefor from amounts paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing Agreement or the related Servicing Agreement, applicable law or the related mortgage note. Except as provided in the preceding sentence, amounts withdrawn from the Collateral Fund to cover Monthly Advances and Liquidation Expenses shall not be redeposited therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage Loan is brought current by the mortgagor, all amounts remaining in the Collateral Fund in respect of such Mortgage Loan (after adjustment for all permitted withdrawals and deposits pursuant to this subsection) shall be released to the Purchaser. (f) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Delay Foreclosure, the related Servicer shall continue to service the Mortgage Loan in accordance with its customary procedures (other than the delay in Commencement of Foreclosure as provided herein). If and when the Purchaser shall notify the Company that it believes that it is appropriate to do so, the related Servicer may proceed with the Commencement of Foreclosure. In any event, if the Mortgage Loan is not brought current by the mortgagor by the time the loan becomes 6 months delinquent, the Purchaser's election shall no longer be effective and at the Purchaser's option, either (i) the Purchaser shall purchase the Mortgage Loan from the related Trust Estate at a purchase price equal to the fair market value as shown on the Current Appraisal, to be paid by (x) applying any balance in the Collateral Fund to such to such purchase price, and (y) to the extent of any deficiency, by wire transfer of immediately available funds from the Purchaser to the Company for deposit in the related Certificate Account; or (ii) the related Servicer shall proceed with the Commencement of Foreclosure. (g) Upon the occurrence of a liquidation with respect to any Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure and as to which the related Servicer proceeded with the Commencement of Foreclosure in accordance with subsection (f) above, the Company shall calculate the amount, if any, by which the value shown on the Current Appraisal obtained under subsection (c) exceeds the actual sales price obtained for the related Mortgaged Property (net of Liquidation Expenses and accrued interest related to the extended foreclosure period), and the Company shall withdraw the amount of such excess from the Collateral Fund, shall remit the same to the Trust Estate and in its capacity as Master Servicer shall apply such amount as additional Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After making such withdrawal, all amounts remaining in the Collateral Fund in respect of such Mortgage Loan (after adjustment for all permitted withdrawals and deposits pursuant to this Agreement) shall be released to the Purchaser. Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings -------------------------------------------- (a) In connection with any Mortgage Loan identified in a report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement, the related Servicer to proceed with the Commencement of Foreclosure as soon as practicable. Such election must be evidenced by written notice received by the Company by 5:00 p.m., New York City time, on the third Business Day following the delivery of such report under Section 2.01(a)(i). (b) Within two Business Days of making any Election to Foreclose, the Purchaser shall remit to the Company, for deposit in the Collateral Fund, an amount, as calculated by the Company, equal to 125% of the current unpaid principal balance of the Mortgage Loan and three months interest on the Mortgage Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage Loan is brought current by the mortgagor, all amounts in the Collateral Fund in respect of such Mortgage Loan (after adjustment for all permitted withdrawals and deposits pursuant to this Agreement) shall be released to the Purchaser if and to the extent that reimbursement therefor from amounts paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing Agreement or the related Servicing Agreement, applicable law or the related mortgage note. The terms of this Agreement will no longer apply to the servicing of any Mortgage Loan upon the failure of the Purchaser to deposit the above amounts relating to the Mortgage Loan within two Business Days of the Election to Foreclose subject to Section 3.01. (c) With respect to any Mortgage Loan as to which the Purchaser has made an Election to Foreclose, the related Servicer shall continue to service the Mortgage Loan in accordance with its customary procedures (other than Commencement of Foreclosure as provided herein). In connection therewith, the Company shall have the same rights to make withdrawals for Monthly Advances and Liquidations Expenses from the Collateral Fund as are provided under Section 2.02(e), and the Company shall make reimbursements thereto to the limited extent provided under such subsection in accordance with its customary procedures. The Company shall not be required to cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement, the related Servicer to proceed with the Commencement of Foreclosure if (i) the same is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by applicable law, or to the extent that all legal conditions precedent thereto have not yet been complied with, or (ii) the Company believes there is a breach of representations or warranties by the Company, a Servicer, or a Seller, which may result in a repurchase or substitution of such Mortgage Loan, or (iii) the Company or related Servicer reasonably believes the Mortgaged Property may be contaminated with or affected by hazardous wastes or hazardous substances (and, without limiting the related Servicer's right not to proceed with the Commencement of Foreclosure, the Company supplies the Purchaser with information supporting such belief). Any foreclosure that has been initiated may be discontinued (x) without notice to the Purchaser if the Mortgage Loan has been brought current or if a refinancing or prepayment occurs with respect to the Mortgage Loan (including by means of a short payoff approved by the Purchaser) or (y) with notice to the Purchaser if the related Servicer has reached the terms of a forbearance agreement unless instructed otherwise by the Purchaser within two Business Days of such notification. Any such instruction shall be based upon a decision that such forbearance agreement is not in conformity with reasonable servicing practices. (d) Upon the occurrence of a liquidation with respect to any Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to which the related Servicer proceeded with the Commencement of Foreclosure in accordance with subsection (c) above, the Company shall calculate the amount, if any, by which the unpaid principal balance of the Mortgage Loan at the time of liquidation (plus all unreimbursed interest and servicing advances and Liquidation Expenses in connection therewith other than those paid from the Collateral Fund) exceeds the actual sales price obtained for the related Mortgaged Property, and the Company shall withdraw the amount of such excess from the Collateral Fund, shall remit the same to the Trust Estate and in its capacity as Master Servicer shall apply such amount as additional Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After making such withdrawal, all amounts remaining in the Collateral Fund (after adjustment for all withdrawals and deposits pursuant to subsection (c) in respect of such Mortgage Loan shall be released to the Purchaser. Section 2.04 Termination ----------- (a) With respect to all Mortgage Loans included in the Trust Estate, the Purchaser's right to make any Election to Delay Foreclosure or any Election to Foreclose and the Company's obligations under Section 2.01 shall terminate (i) at such time as the Principal Balance of the Class B Certificates has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher percentage that represents the related Servicer's actual historical loss experience with respect to the Mortgage Loans in the related pool as determined by the Company) of the aggregate principal balance of all Mortgage Loans that are in foreclosure or are more than 90 days delinquent on a contractual basis and REO properties or (y) the aggregate amount that the Company estimates through the normal servicing practices of the related Servicer will be required to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to which the Purchaser has made an Election to Delay Foreclosure or an Election to Foreclosure, exceeds (z) the then-current principal balance of the Class B Certificates, (iii) upon any transfer by the Purchaser of any interest (other than the minority interest therein, but only if the transferee provides written acknowledgment to the Company of the Purchaser's right hereunder and that such transferee will have no rights hereunder) in the Class B Certificates (whether or not such transfer is registered under the Pooling and Servicing Agreement), including any such transfer in connection with a termination of the Trust Estate or (iv) upon any breach of the terms of this Agreement by the Purchaser. (b) Except as set forth in 2.04(a), this Agreement and the respective rights, obligations and responsibilities of the Purchaser and the Company hereunder shall terminate upon the later to occur of (i) the final liquidation of the last Mortgage Loan as to which the Purchaser made any Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of all remaining amounts in the Collateral Fund as provided herein and (ii) ten Business Days' notice. The Purchaser's right to make an election pursuant to Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate if the Purchaser fails to make any deposit required pursuant to Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral Fund pursuant to this Agreement. ARTICLE III COLLATERAL FUND; SECURITY INTEREST Section 3.01 Collateral Fund --------------- Upon receipt from the Purchaser of the initial amount required to be deposited in the Collateral Fund pursuant to Article II, the Company shall establish and maintain with Bankers Trust Company as a segregated account on its books and records an account (the "Collateral Fund"), entitled "Wells Fargo Bank Minnesota, National Association, as Master Servicer, for the benefit of registered holders of Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-2." Amounts held in the Collateral Fund shall continue to be the property of the Purchaser, subject to the first priority security interest granted hereunder for the benefit of the Certificateholders, until withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The Collateral Fund shall be an "outside reserve fund" within the meaning of the REMIC Provisions, beneficially owned by the Purchaser for federal income tax purposes. All income, gain, deduction or loss with respect to the Collateral Fund shall be that of the Purchaser. All distributions from the Trust Fund to the Collateral Fund shall be treated as distributed to the Purchaser as the beneficial owner thereof. Upon the termination of this Agreement and the liquidation of all Mortgage Loans as to which the Purchaser has made any Election to Delay Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall distribute or cause to be distributed to the Purchaser all amounts remaining in the Collateral Fund (after adjustment for all deposits and permitted withdrawals pursuant to this Agreement) together with any investment earnings thereon. In the event the Purchaser has made any Election to Delay Foreclosure or any Election to Foreclose, prior to any distribution to the Purchaser of all amounts remaining in the Collateral Fund, funds in the Collateral Fund shall be applied consistent with the terms of this Agreement. Section 3.02 Collateral Fund Permitted Investments ------------------------------------- The Company shall, at the written direction of the Purchaser, invest the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such direction shall not be changed more frequently than quarterly. In the absence of any direction, the Company shall select such investments in accordance with the definition of Collateral Fund Permitted Investments in its discretion. All income and gain realized from any investment as well as any interest earned on deposits in the Collateral Fund (net of any losses on such investments) and any payments of principal made in respect of any Collateral Fund Permitted Investment shall be deposited in the Collateral Fund upon receipt. All costs and realized losses associated with the purchase and sale of Collateral Fund Permitted Investments shall be borne by the Purchaser and the amount of net realized losses shall be deposited by the Purchaser in the Collateral Fund promptly upon realization. The Company shall periodically (but not more frequently than monthly) distribute to the Purchaser upon request an amount of cash, to the extent cash is available therefore in the Collateral Fund, equal to the amount by which the balance of the Collateral Fund, after giving effect to all other distributions to be made from the Collateral Fund on such date, exceeds the Required Collateral Fund Balance. Any amounts so distributed shall be released from the lien and security interest of this Agreement. Section 3.03 Grant of Security Interest -------------------------- The Purchaser hereby grants to the Company for the benefit of the Certificateholders under the Pooling and Servicing Agreement a security interest in and lien on all of the Purchaser's right, title and interest, whether now owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts deposited in the Collateral Fund and Collateral Fund Permitted Investments in which such amounts are invested (and the distributions and proceeds of such investments) and (3) all cash and non-cash proceeds of any of the foregoing, including proceeds of the voluntary conversion thereof (all of the foregoing collectively, the "Collateral"). The Purchaser acknowledges the lien on and the security interest in the Collateral for the benefit of the Certificateholders. The Purchaser shall take all actions requested by the Company as may be reasonably necessary to perfect the security interest created under this Agreement in the Collateral and cause it to be prior to all other security interests and liens, including the execution and delivery to the Company for filing of appropriate financing statements in accordance with applicable law. The Company shall file appropriate continuation statements, or appoint an agent on its behalf to file such statements, in accordance with applicable law. Section 3.04 Collateral Shortfalls --------------------- In the event that amounts on deposit in the Collateral Fund at any time are insufficient to cover any withdrawals therefrom that the Company is then entitled to make hereunder, the Purchaser shall be obligated to pay such amounts to the Company immediately upon demand. Such obligation shall constitute a general corporate obligation of the Purchaser. The failure to pay such amounts within two Business Days of such demand (except for amounts to cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an immediate termination of the Purchaser's right to make any Election to Delay Foreclosure or Election to Foreclose and the Company's obligations under this Agreement with respect to all Mortgage Loans to which such insufficiencies relate, without the necessity of any further notice or demand on the part of the Company. ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.01 Amendment --------- This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company and the Purchaser. Section 4.02 Counterparts ------------ This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 4.03 Governing Law ------------- This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 4.04 Notices ------- All demands, notices and direction hereunder shall be in writing or by telecopy and shall be deemed effective upon receipt to: (a) in the case of the Company, Wells Fargo Bank Minnesota, National Association 7485 New Horizon Way Frederick, MD 21703 Attention: Vice President, Master Servicing Phone: 301-696-7800 Fax: 301-815-6365 (b) in the case of the Purchaser, ------------------------------- ------------------------------- ------------------------------- Attention: --------------------- Section 4.05 Severability of Provisions -------------------------- If any one or more of the covenants, agreements, provision or terms of this Agreement shall be for any reason whatsoever, including regulatory, held invalid, then such covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 4.06 Successors and Assigns ---------------------- The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders; provided, however, that the rights under this Agreement cannot be assigned by the Purchaser without the consent of the Company. Section 4.07 Article and Section Headings ---------------------------- The article and section headings herein are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Section 4.08 Confidentiality --------------- The Purchaser agrees that all information supplied by or on behalf of the Company pursuant to Sections 2.01 or 2.02, including individual account information, is the property of the Company and the Purchaser agrees to hold such information confidential and not to disclose such information. Each party hereto agrees that neither it, nor any officer, director, employee, affiliate or independent contractor acting at such party's direction will disclose the terms of Section 4.09 of this Agreement to any person or entity other than such party's legal counsel except pursuant to a final, non-appealable order of court, the pendency of such order the other party will have received notice of at least five business days prior to the date thereof, or pursuant to the other party's prior express written consent. Section 4.09 Indemnification --------------- The Purchaser agrees to indemnify and hold harmless the Company, the Seller, and each Servicer and each person who controls the Company, the Seller, or a Servicer and each of their respective officers, directors, affiliates and agents acting at the Company's, the Seller's, or a Servicer's direction (the "Indemnified Parties") against any and all losses, claims, damages or liabilities to which they may be subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, actions taken by, or actions not taken by, the Company, the Seller, or a Servicer, or on their behalf, in accordance with the provisions of this Agreement and (i) which actions conflict with the Company's, the Seller's, or a Servicer's obligations under the Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give rise to securities law liability under federal or state securities laws with respect to the Certificates. The Purchaser hereby agrees to reimburse the Indemnified Parties for the reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. The indemnification obligations of the Purchaser hereunder shall survive the termination or expiration of this Agreement. IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written. Wells Fargo Bank Minnesota, National Association By: -------------------------------------- Name: Title: ----------------------------- By: -------------------------------------- Name: Title: SCHEDULE I Wells Fargo Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 2002-2 Applicable Unscheduled Principal Receipt Period Full Unscheduled Partial Unscheduled Servicer Principal Receipts Principal Receipts WFHM (Exhibits F-1A and F-1B) Prior Month Prior Month WFHM (Exhibits F-2A and F-2B) Mid-Month Mid-Month First Nationwide Mortgage Corporation Mid-Month Prior Month The Huntington Mortgage Company Mid-Month Prior Month Hibernia National Bank Mid-Month Prior Month HomeSide Lending, Inc. Mid-Month Prior Month