EXHIBIT 4
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
Depositor
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ MORTGAGE CAPITAL INC.
Transferor
▇▇▇▇▇ FARGO BANK MINNESOTA, N.A.,
Master Servicer
and
BANK ONE, N.A.,
Trustee
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POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2002
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002 WL1
MORTGAGE PASS-THROUGH CERTIFICATES, Series 2002-WL1
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Certain Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01. Conveyance of Mortgage Loans.................................
Section 2.02. Acceptance by Trustee of the Mortgage Loans..................
Section 2.03. Remedies for Breaches of Representations and Warranties......
Section 2.04. Representations and Warranties of the Depositor as to the
Mortgage Loans..............................................
Section 2.05. [Reserved.]..................................................
Section 2.06. Execution and Delivery of Certificates.......................
Section 2.07. REMIC Matters................................................
Section 2.08. Representations and Warranties of the Master Servicer........
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicing of Mortgage Loans...........................
Section 3.02. Monitoring of Servicers......................................
Section 3.03. [Reserved]...................................................
Section 3.04. Rights of the Depositor and the Trustee in Respect of the
Master Servicer.............................................
Section 3.05. Trustee to Act as Master Servicer............................
Section 3.06. Protected Accounts...........................................
Section 3.07. Collection of Mortgage Loan Payments; Collection Account;
Distribution Account........................................
Section 3.08. Collection of Taxes, Assessments and Similar Items;
Escrow Accounts.............................................
Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans..........................................
Section 3.10. Permitted Withdrawals from the Collection Account and
Distribution Account........................................
Section 3.11. Maintenance of Hazard Insurance; Maintenance of Primary
Insurance Policies..........................................
Section 3.12. Presentment of Claims and Collection of Proceeds.............
Section 3.13. Maintenance of the Primary Insurance Policies................
Section 3.14. Realization Upon Defaulted Mortgage Loans....................
Section 3.15. REO Property.................................................
Section 3.16. Due-on-Sale Clauses; Assumption Agreements...................
Section 3.17. Trustee to Cooperate; Release of Mortgage Files..............
Section 3.18. Documents, Records and Funds in Possession of Master
Servicer to Be Held for the Trustee.........................
Section 3.19. Master Servicing Compensation................................
Section 3.20. Access to Certain Documentation..............................
Section 3.21. Annual Statement as to Compliance............................
Section 3.22. Annual Independent Public Accountants' Servicing
Statement; Financial Statements.............................
Section 3.23. Errors and Omissions Insurance; Fidelity Bonds...............
ARTICLE IV
DISTRIBUTIONS AND SERVICING ADVANCES
Section 4.01. Advances.....................................................
Section 4.02. Priorities of Distribution...................................
Section 4.03. Allocation of Realized Losses................................
Section 4.04. Monthly Statements to Certificateholders.....................
Section 4.05. Determination of LIBOR.......................................
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.............................................
Section 5.02. Certificate Register; Registration of Transfer and
Exchange 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..............................
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master
Servicer....................................................
Section 6.02. Merger or Consolidation of the Depositor or the Master
Servicer....................................................
Section 6.03. Limitation on Liability of the Depositor, the Transferor,
the Master Servicer and Others..............................
Section 6.04. Limitation on Resignation of Master Servicer.................
Section 6.05. Sale and Assignment of Master Servicing Rights...............
ARTICLE VII
DEFAULT
Section 7.01. Events of Default............................................
Section 7.02. Trustee to Act; Appointment of Successor.....................
Section 7.03. Notification to Certificateholders...........................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE MASTER SERVICER
Section 8.01. Duties of Trustee............................................
Section 8.02. Certain Matters Affecting the Trustee........................
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans........
Section 8.04. Trustee May Own Certificates.................................
Section 8.05. Trustee's Fees and Expenses..................................
Section 8.06. Eligibility Requirements for Trustee.........................
Section 8.07. Resignation and Removal of Trustee...........................
Section 8.08. Successor Trustee............................................
Section 8.09. Merger or Consolidation of Trustee...........................
Section 8.10. Appointment of Co-Trustee or Separate Trustee................
Section 8.11. Tax Matters..................................................
Section 8.12. Periodic Filings.............................................
Section 8.13. Appointment of the Custodian.................................
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Liquidation or Purchase of All Mortgage
Loans.......................................................
Section 9.02. Final Distribution on the Certificates.......................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment...................................................
Section 10.02. Recordation of Agreement; Counterparts......................
Section 10.03. Governing Law...............................................
Section 10.04. Intention of Parties........................................
Section 10.05. Notices.....................................................
Section 10.06. Severability of Provisions..................................
Section 10.07. Assignment..................................................
Section 10.08. Limitation on Rights of Certificateholders..................
Section 10.09. Inspection and Audit Rights.................................
Section 10.10. Certificates Nonassessable and Fully Paid...................
SCHEDULES
Schedule I: Mortgage Loan Schedule.......................................
Schedule II: Representations and Warranties as to the Mortgage Loans......
EXHIBITS
Exhibit A-1-A-1: Form of Class 1-A-1 Certificate.........................
Exhibit A-1-A-2: Form of Class 1-A-2 Certificate.........................
Exhibit A-1-A-3: Form of Class 1-A-3 Certificate.........................
Exhibit A-1-A-4: Form of Class 1-A-4 Certificate.........................
Exhibit A-1-A-5: Form of Class 1-A-5 Certificate.........................
Exhibit A-1-A-6: Form of Class 1-A-6 Certificate.........................
Exhibit A-1-A-7: Form of Class 1-A-7 Certificate.........................
Exhibit A-2-A-1: Form of Class 2-A-1 Certificate.........................
Exhibit A-2-A-2: Form of Class 2-A-2 Certificate.........................
Exhibit A-2-A-3: Form of Class 2-A-3 Certificate.........................
Exhibit A-2-A-4: Form of Class 2-A-4 Certificate.........................
Exhibit A-3-A-1: Form of Class 3-A-1 Certificate.........................
Exhibit A-3-A-2: Form of Class 3-A-2 Certificate.........................
Exhibit A-3-A-3: Form of Class 3-A-3 Certificate.........................
Exhibit A-3-A-4: Form of Class 3-A-4 Certificate.........................
Exhibit A-3-A-5: Form of Class 3-A-5 Certificate.........................
Exhibit A-3-A-6: Form of Class 3-A-6 Certificate.........................
Exhibit A-3-A-X Form of Class 3-A-X Certificate.........................
Exhibit A-A-R: Form of Class A-R Certificate...........................
Exhibit A-A-LR: Form of Class A-LR Certificate..........................
Exhibit A-A-X-1: Form of Class A-X-1 Certificate.........................
Exhibit A-A-X-2: Form of Class A-X-2 Certificate.........................
Exhibit A-A-X-3: Form of Class A-X-3 Certificate.........................
Exhibit B-1: Form of Class ▇-▇, ▇-▇ or B-3 Certificate...............
Exhibit B-2: Form of Class 3-B-1, 3-B-2 or 3-B-3 Certificate.........
Exhibit C-1: Form of Class ▇-▇, ▇-▇ or B-6 Certificate...............
Exhibit C-2: Form of Class 3-B-4, 3-B-5 or 3-B-6 Certificate.........
Exhibit D: (Reserved)..............................................
Exhibit E: Form of Reverse of Certificates.........................
Exhibit F: Form of Initial Certification...........................
Exhibit G: Form of Final Certification.............................
Exhibit H: Transfer Affidavit......................................
Exhibit I: Form of Transferor Certificate..........................
Exhibit J: Form of Investment Letter (Non-Rule 144A)...............
Exhibit K: Form of Rule 144A Letter................................
Exhibit L Form of Request for Release.............................
THIS POOLING AND SERVICING AGREEMENT, dated as of August 1, 2002,
among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., a Delaware corporation, as
depositor (the "Depositor"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ mortgage Capital Inc., a
New York corporation, as transferor (the "Transferor"), ▇▇▇▇▇ FARGO BANK
MINNESOTA, N.A., a national banking association, as master servicer (the "Master
Servicer"), and BANK ONE, N.A., a national banking association, as trustee (the
"Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby conveyed
to the Trustee in return for the Certificates. The Trust Fund is being conveyed
to the Trustee to create a trust for the benefit of the Certificateholders. The
Trust Fund for federal income tax purposes will consist of two REMICs. The
Lower-Tier REMIC will consist of all of the assets constituting the Trust Fund
(other than the Lower-Tier REMIC Regular Interests and proceeds thereof in the
Distribution Account) and will be evidenced by the Lower-Tier REMIC Regular
Interests (which will be uncertificated and will represent the "regular
interests" in the Lower-Tier REMIC) and the Class A-LR Certificate as the single
"residual interest" in the Lower-Tier REMIC. The Trustee will hold the
Lower-Tier REMIC Regular Interests. The Upper-Tier REMIC will consist of the
Lower-Tier REMIC Regular Interests and proceeds thereof in the Distribution
Account and will be evidenced by the Regular Certificates (which will represent
the "regular interests" in the Upper-Tier REMIC) and the Class A-R Certificate
as the single "residual interest" of the Upper-Tier REMIC. The "latest possible
maturity date" for federal income tax purposes of all interests created hereby
will be the Latest Possible Maturity Date.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which such Classes shall be issuable (except that one Certificate of each
Class of Certificates may be issued in a different amount):
INITIAL CLASS
CERTIFICATE INTEGRAL MULTIPLES
BALANCE OR PASS-THROUGH IN EXCESS OF
CLASS NOTIONAL AMOUNT RATE MINIMUM DENOMINATION MINIMUM
--------------------- ------------ -------------------- ------------------
Class 1-A-1 $ 10,000,000 6.00% $ 25,000 $1
Class 1-A-2 $ $25,000,000 5.75% $ 25,000 $1
Class 1-A-3 $ 190,000 5.75% $ 25,000 $1
Class 1-A-4 $ 86,070,000 5.50% $ 25,000 $1
Class 1-A-5 $ 17,214,000 (1) $ 25,000 $1
Class 1-A-6 $ 17,214,000(2) (3) $ 25,000 $1
Class 1-A-7 $ 1,049,583(2) 6.00% $ 500,000(4) $1
Class 2-A-1 $ 11,000,000 6.00% $ 25,000 $1
Class 2-A-2 $ 198,464,000 5.50% $ 25,000 $1
Class 2-A-3 $ 39,692,000 (5) $ 25,000 $1
Class 2-A-4 $ 39,692,000(2) (6) $ 19,800,000(4) $1
Class 3-A-1 $ 25,000,000 (7) $ 25,000 $1
Class 3-A-2 $ 115,131,000 5.75% $ 25,000 $1
Class 3-A-3 $ 25,584,000 (8) $ 25,000 $1
Class 3-A-4 $ 25,584,000(2) (9) $ 12,600,000(4) $1
Class 3-A-5 $ 18,195,000 6.25% $ 25,000 $1
Class 3-A-6 $ 17,657,000 6.25% $ 25,000 $1
Class B-1 $ 2,162,000 6.00% $ 25,000 $1
Class B-2 $ 982,000 6.00% $ 25,000 $1
Class B-3 $ 590,000 6.00% $ 25,000 $1
Class 3-B-1 $ 2,857,000 (7) $ 25,000 $1
Class 3-B-2 $ 2,328,000 (7) $ 25,000 $1
Class 3-B-3 $ 1,693,000 (7) $ 25,000 $1
Class A-X-1 $ 10,182,711(2) 6.00% $ 5,500,000(4) $1
Class A-X-2 $ 24,739,862(2) 6.00% $ 12,300,000(4) $1
Class A-X-3 $ 336,327(2) 6.00% $ 160,000(4) $1
Class 3-A-X $ 16,962,766(2) 6.25% $ 8,800,000(4) $1
Class A-P $ 431,280 (10) $ 100,000 $1
Class A-R $ 50 6.00% $ 50 N/A
Class A-LR $ 50 6.00% $ 50 N/A
Class B-4 $ 393,000 (11) $ 25,000 $1
Class B-5 $ 393,000 (11) $ 25,000 $1
Class B-6 $ 393,447 (11) $ 25,000 $1
Class 3-B-4 $ 1,058,000 (7) $ 25,000 $1
Class 3-B-5 $ 741,00 (7) $ 25,000 $1
Class 3-B-6 $ 1,375,115 (7) $ 25,000 $1
------------
(1) Interest shall accrue on the Class 1-A-5 Certificates at a per annum rate
equal to (i) 0.50% plus (ii) LIBOR, subject to a maximum rate of 8.50% and
a minimum rate of 0.50%.
(2) These Certificates are interest-only certificates, shall not be entitled to
distributions in respect of principal and will bear interest on their
Notional Amount.
(3) Interest shall accrue on the Class 1-A-6 Certificates at a per annum rate
equal to (i) 8.00% minus (ii) LIBOR, subject to a maximum rate of 8.00% and
a minimum rate of 0.00%.
(4) Minimum Denomination is based on approximately 50% of the Notional Amount
of such Class.
(5) Interest shall accrue on the Class 2-A-3 Certificates at a per annum rate
equal to (i) 0.50% plus (ii) LIBOR, subject to a maximum rate of 8.50% and
a minimum rate of 0.50%.
(6) Interest shall accrue on the Class 2-A-4 Certificates at a per annum rate
equal to (i) 8.00% minus (ii) LIBOR, subject to a maximum rate of 8.00% and
a minimum rate of 0.00%.
(7) Interest shall accrue at a per annum rate equal to the weighted average of
the Net Mortgage Rates of the Group 3 Mortgage Loans, weighted on the basis
of the Scheduled Principal Balances of the Group 3 Mortgage Loans as of the
first day of month immediately prior to the month in which the applicable
Distribution Date occurs (after taking account Scheduled Payments due on
that date, whether or not received).
(8) Interest shall accrue on the Class 3-A-3 Certificates at a per annum rate
equal to (i) 0.55% plus (ii) LIBOR, subject to a maximum rate of 8.50% and
a minimum rate of 0.55%.
(9) Interest shall accrue on the Class 3-A-4 Certificates at a per annum rate
equal to (i) 7.95% minus (ii) LIBOR, subject to a maximum rate of 7.95% and
a minimum rate of 0.00%.
(10) The Class A-P Certificates are principal-only certificates and shall not be
entitled to distributions in respect of interest.
(11) Interest shall accrue at a per annum rate equal to the weighted average of
the Group 1 Non-A-P Net WAC Rate and the Group 2 Net WAC Rate for such
Distribution Date, weighted on the basis of the related Group Subordinate
Amount for such Distribution Date.
Set forth below are designations of Classes of Certificates to the
categories used herein:
Book-Entry Certificates...... All Classes of Offered Certificates other than
the Physical Certificates.
Class 3-B Certificates....... The Class 3-B-1, Class 3-B-2, Class 3-B-3,
Class 3-B-4, Class 3-B-5 and Class 3-B-6
Certificates.
Class B Certificates......... The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6, Class 3-B-1, Class 3-B-2,
Class 3-B-3, Class 3-B-4, Class 3-B-5 and Class
3-B-6 Certificates.
ERISA-Restricted
Certificates............... The Residual Certificates and the Private
Certificates.
Group 1 Certificates......... The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7
and Class A-P Certificates and the Class A-X-1
Certificates (solely with respect to the Class
A-X-3 Group 1 Portion).
Group 2 Certificates......... The Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4 and Class A-X-2 Certificates and the
Class A-X-1 Certificates, solely with respect to
the Class A-X-3 Group 2 Portion.
Group 1&2 Junior
Certificates............... The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates.
Group 3 Certificates......... The Class 3-A-1, Class 3-A-2, Class 3-A-3,
Class 3-A-4, Class 3-A-5, Class 3-A-6 and Class
A-X-3 Certificates.
Group 3 Junior Certificates.. The Class 3-B-1, Class 3-B-2, Class 3-B-3,
Class 3-B-4, Class 3-B-5 and Class 3-B-6
Certificates.
Junior Certificates.......... The Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5, Class B-6, Class 3-B-1, Class 3-B-2,
Class 3-B-3, Class 3-B-4, Class 3-B-5 and Class
3-B-6 Certificates.
LIBOR Certificates........... The Class 1-A-5, Class 1-A-6, Class 2-A-3,
Class 2-A-4, Class 2-A-4, Class 3-A-3 and Class
3-A-4 Certificates.
Notional Amount
Certificates............... The Class 1-A-6, Class 1-A-7, Class 2-A-4,
Class 3-A-4, Class A-X-1, Class A-X-2, Class A-X-3
and Class 3-A-X Certificates.
Offered Certificates......... All Classes of Certificates other than the
Private Certificates.
Physical Certificates........ The Private Certificates and the Residual
Certificates.
Principal Only
Certificates............... The Class A-P Certificates.
Private Certificates......... The Class B-4, Class B-5, Class B-6, Class
3-B-4, Class 3-B-5 and Class 3-B-6 Certificates.
Rating Agencies.............. S&P, Fitch and ▇▇▇▇▇'▇.
Regular Certificates......... All Classes of Certificates, other than the
Residual Certificates.
Residual Certificates........ The Class A-R and Class A-LR Certificates.
Scheduled Principal
Classes.................... None.
Senior Certificates.......... The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-5, Class 1-A-6, Class
1-A-7, Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4, Class 3-A-1, Class 3-A-2, Class
3-A-3, Class 3-A-4, Class 3-A-5, Class 3-A-6,
Class A-X-1, Class A-X-2, Class A-X-3, Class
3-A-X, Class A-P, Class A-R and Class A-LR
Certificates.
With respect to any of the foregoing designations as to which the
corresponding reference is "None," all defined terms and provisions herein
relating solely to such designations shall be of no force or effect, and any
calculations herein incorporating references to such designations shall be
interpreted without reference to such designations and amounts. Defined terms
and provisions herein relating to statistical rating agencies not designated
above as Rating Agencies shall be of no force or effect.
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
A-P Percentage: As to any Group 1 Discount Mortgage Loan, 100% minus
the Non-A-P Percentage for such Group 1 Discount Mortgage Loan. As to any Group
1 Non-Discount Mortgage Loan, 0%. If A-P Percentage is used in this Agreement in
connection with any Group 2 Mortgage Loan or Group 3 Mortgage Loan, the A-P
Percentage shall be 0%.
Accrued Certificate Interest: With respect to any Distribution Date
and any interest-bearing Class, the sum of (i) one month's interest accrued
during the related Interest Accrual Period at the Pass-Through Rate for such
Class on the related Class Principal Balance or Notional Amount, as applicable,
subject to reduction as provided in Section 4.02(c) and (ii) any Class Unpaid
Interest Amounts for such Class.
Adjustment Amount: For each Special Hazard Loss Coverage Amount and,
with respect to each anniversary of the Cut-off Date, the amount, if any, by
which the Special Hazard Loss Coverage Amount (without giving effect to the
deduction of the Adjustment Amount for such anniversary) exceeds the greatest of
(x) the product of 1% and the outstanding principal balance of all the Mortgage
Loans on the Distribution Date immediately preceding such anniversary, (y) the
outstanding principal balance of Mortgage Loans secured by Mortgaged Properties
in the highest California zip code concentration on the Distribution Date
immediately preceding such anniversary, and (z) twice the outstanding principal
balance of the Mortgage Loan which has the largest outstanding principal balance
on the Distribution Date immediately preceding such anniversary.
Advance: An advance of a Scheduled Payment required to be made by
the applicable Servicer pursuant to the related Purchase and Servicing Agreement
or required to be made by the Master Servicer with respect to any Distribution
Date pursuant to Section 4.01, the amount of any such payment being equal to the
aggregate of a Scheduled Payment (net of the Servicing Fee and net of any net
income in the case of any REO Property) on the Mortgage Loans that were due on
the related Due Date and not received by the related Servicer as of the close of
business on the related Determination Date, less the aggregate amount of any
such delinquent payments that the Master Servicer or the applicable Servicer, as
the case may be, has determined would constitute a Nonrecoverable Advance if
advanced.
Affiliate: When used with reference to a specified Person that (i)
directly or indirectly controls or is controlled by or is under common control
with the specified Person, (ii) is an officer of, partner in or trustee of, or
serves in a similar capacity with respect to, the specified Person or of which
the specified Person is an officer, partner or trustee, or with respect to which
the specified Person serves in a similar capacity, or (iii) directly or
indirectly is the beneficial owner of 10% or more of any class of equity
securities of the specified Person or of which the specified Person is directly
or indirectly the owner of 10% or more of any class of equity securities.
Aggregate Subordinate Percentage: As of any Distribution Date, the
aggregate Class Principal Balance for the Group 1&2 Junior Certificates divided
by the sum of the Group 1 Pool Principal Balance and Group 2 Pool Principal
Balance (net for each Loan Group of the A-P Percentage of the Scheduled
Principal Balance of each Group 1 Discount Mortgage Loan in each such Loan
Group).
Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.
Allocable Share: For any Distribution Date and (i) with respect to
each Class of Group 1&2 Junior Certificates, the portion of the Group 1&2
Aggregate Junior Optimal Principal Amount allocable to such Class, equal to the
product of the Group ▇&▇ ▇▇▇▇▇▇▇▇▇ Junior Optimal Principal Amount on such
Distribution Date and a fraction, the numerator of which is the related Class
Principal Balance thereof and the denominator of which is the aggregate of the
Class Principal Balances of the Group 1&2 Junior Certificates and (ii) with
respect to each Class of Group 3 Junior Certificates, the portion of the Group 3
Aggregate Junior Optimal Principal Amount allocable to such Class, equal to the
product of the Group 3 Aggregate Junior Optimal Principal Amount on such
Distribution Date and a fraction, the numerator of which is the related Class
Principal Balance thereof and the denominator of which is the aggregate of the
Class Principal Balances of the Group 3 Junior Certificates.
Amount Available for Group 1 Principal: As to any Distribution Date,
Group 1 Available Funds for such Distribution Date reduced by the aggregate
amount distributable on such Distribution Date in respect of interest on the
Group 1 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause
(A).
Amount Available for Group 2 Principal: As to any Distribution Date,
Group 2 Available Funds for such Distribution Date reduced by the aggregate
amount distributable on such Distribution Date in respect of interest on the
Group 2 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause
(B).
Amount Available for Group 3 Principal: As to any Distribution Date,
Group 3 Available Funds for such Distribution Date reduced by the aggregate
amount distributable on such Distribution Date in respect of interest on the
Group 3 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause
(C).
Amount Held for Future Distribution: As to any Distribution Date and
any Mortgage Loan or Loan Group, the aggregate amount held in the Collection
Account at the close of business on the related Servicer Remittance Date with
respect to such Mortgage Loan or Loan Group on account of (i) Principal
Prepayments received after the related Prepayment Period, and Liquidation
Proceeds and Insurance Proceeds received in the month of such Distribution Date
and (ii) all Scheduled Payments due after the related Due Date.
Apportioned Junior Principal Distribution Amount: For any
Distribution Date and any Class of Group 1&2 Junior Certificates, the product of
(i) the Group 1&2 Junior Principal Distribution Amount net of any portion
thereof applied to pay the Class A-P Deferred Amount and (ii) the applicable
Apportionment Fraction.
Apportionment Fraction: For any Distribution Date, in the event that
the Class Principal Balance of the Senior Certificates of either Certificate
Group 1 or Certificate Group 2 has been reduced to zero, a fraction the
numerator of which is equal to the sum of the Junior Optimal Principal Amount of
the Loan Group with respect to which the Class Principal Balance of the related
Senior Certificates has been reduced to zero, and the denominator of which is
equal to the Group 1&2 Aggregate Junior Optimal Principal Amount.
Appraised Value: With respect to any Mortgage Loan, the Appraised
Value of the related Mortgaged Property shall be: (i) with respect to a Mortgage
Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the
time of the origination of such Mortgage Loan; and (ii) with respect to a
Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the
appraisal made-at the time of the origination of such Refinancing Mortgage Loan
as modified by an updated appraisal.
Assignment: An individual assignment of a Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale or transfer of the Mortgage Loan.
Assignment Agreements: The following Assignment and Recognition
Agreements, whereby the Purchase and Servicing Agreements solely with respect to
the Mortgage Loans were assigned to the Depositor for the benefit of the
Certificateholders:
(1) The Assignment and Recognition Agreement, dated as of August
30, 2002, among the Transferor, as assignor, the Depositor, as assignee
and Bank of America, as company;
(2) The Assignment, Assumption and Recognition Agreement, dated as
of August 30, 2002, among the Transferor, as assignor, the Depositor, as
assignee and Third Federal, as company; and
(3) The Assignment, Assumption and Recognition Agreement, dated as
of August 30, 2002, among the Transferor, as assignor, the Depositor, as
assignee and WMBFA and WMB, as the company.
Bank of America: Bank of America, N.A., and its successors and
assigns.
Bank of America Loan Sale Date: June 20, 2002, which is the date
that the Transferor purchased the Bank of America Mortgage Loans from Bank of
America pursuant to the Bank of America Purchase and Servicing Agreement.
Bank of America Mortgage Loans: The Mortgage Loans transferred
to the Transferor pursuant to the Bank of America Purchase and Servicing
Agreement.
Bank of America Purchase and Servicing Agreement: The Mortgage Loan
Sale and Servicing Agreement, dated as of June 1, 2002, between the Transferor
and Bank of America, as the same may be amended from time to time.
Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as
amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction as reported by the applicable Servicer to
the Master Servicer; provided, however, that a Bankruptcy Loss shall not be
deemed a Bankruptcy Loss hereunder so long as the Master Servicer and the
Trustee are notified in writing that the applicable Servicer is diligently
pursuing any remedies that may exist in connection with 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 related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the applicable
Servicer, in either case without giving effect to any Debt Service Reduction or
Deficient Valuation.
Bankruptcy Loss Coverage Amount: As of any Distribution Date, (A)
with respect to Loan Group 1 and Loan Group 2, the Bankruptcy Loss Coverage
Amount shall equal the Initial Bankruptcy Coverage Amount for Loan Group 1 and
Loan Group 2 as reduced by (i) the aggregate amount of Bankruptcy Losses
allocated to the Group 1 and Group 2 Certificates and the Group 1&2 Junior
Certificates since the Cut-off Date and (ii) any permissible reductions in the
Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency
to the Trustee to the effect that any such reduction will not result in a
downgrading of the then current ratings assigned to the Classes of Certificates
rated by it, and (B) with respect to Loan Group 3, the Bankruptcy Loss Coverage
Amount shall equal the Initial Bankruptcy Coverage Amount for Loan Group 3 as
reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the Group
3 Certificates and the Group 3 Junior Certificates since the Cut-off Date and
(ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as
evidenced by a letter of each Rating Agency to the Trustee to the effect that
any such reduction will not result in a downgrading of the then current ratings
assigned to the Classes of Certificates rated by it.
▇▇▇▇ of Sale: The ▇▇▇▇ of Sale, dated as of August 30, 2002, between
the Loan Seller and the Depositor.
Book-Entry Certificates: As specified in the Preliminary Statement.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a day on which banking institutions in the City of New York, New York,
Minnesota, Maryland, or the cities in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law or executive order to be
closed.
Certificate: Any one of the Certificates executed and authenticated
by the Trustee in substantially the forms attached hereto as exhibits.
Certificate Group: The Group 1 Certificates, Group 2 Certificates or
Group 3 Certificates.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.
Certificate Principal Balance: With respect to any Certificate at
any date, the maximum dollar amount of principal to which the Holder thereof is
then entitled hereunder, such amount being equal to the Denomination thereof
minus the sum of (i) all distributions of principal previously made with respect
thereto and (ii) the principal portion of all Realized Losses allocated thereto
and, in the case of any Junior Certificates, all other reductions in Certificate
Principal Balance previously allocated thereto pursuant to Section 4.03.
Certificate Register: The register maintained pursuant to Section
5.02 hereof.
Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent pursuant to this Agreement, any Certificate registered in
the name of the Master Servicer or the Depositor or any affiliate of the Master
Servicer or the Depositor, as applicable, shall be deemed not to be Outstanding
and the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained; provided, however, that if any such
Person (including the Master Servicer or the Depositor) owns 100% of the
Percentage Interests evidenced by a Class of Certificates, such Certificates
shall be deemed to be Outstanding for purposes of any provision hereof that
requires the consent of the Holders of Certificates of a particular Class as a
condition to the taking of any action hereunder. The Trustee is entitled to rely
conclusively on a certification of the Master Servicer or the Depositor or any
affiliate of the Master Servicer or the Depositor, as applicable, in determining
which Certificates are registered in the name of an affiliate of the Master
Servicer or the Depositor.
Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.
Class A-P Deferred Amount: As to any Distribution Date prior to the
related Cross-Over Date, the sum of (i) the sum for all of the Group 1 Discount
Mortgage Loans of the A-P Percentage for each such Mortgage Loan of the
principal portion of each Realized Loss, other than an Excess Loss, on such
Mortgage Loan, to be allocated to the Class A-P Certificates on such
Distribution Date and (ii) all amounts previously allocated to the Class A-P
Certificates in respect of such losses and not yet paid to the Holders of the
Class A-P Certificates. After the related Cross-Over Date, the Class A-P
Deferred Amount shall be zero.
Class A-P Principal Distribution Amount: As to any Distribution
Date, the sum for all of the Group 1 Discount Mortgage Loans of the A-P
Percentage of (a) the principal portion of each Scheduled Payment (without
giving effect, prior to the Bankruptcy Coverage Termination Date, to any
reductions thereof caused by any Debt Service Reductions or Deficient
Valuations) due on such Mortgage Loan on the related Due Date, (b) the Scheduled
Principal Balance of such Mortgage Loan if it was repurchased by the Transferor
pursuant to this Agreement, or an Originator pursuant to the applicable Purchase
and Servicing Agreement as of such Distribution Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan
Group 1 received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of such
Mortgage Loan, to the extent such Mortgage Loan is not yet a Liquidated Loan,
received during the calendar month preceding the month of such Distribution
Date, (e) to the extent such Mortgage Loan became a Liquidated Loan during the
month preceding the calendar month of such Distribution Date, the lesser of (i)
the Scheduled Principal Balance of such Mortgage loan and (ii) the amount of
Liquidation Proceeds allocable to principal received during the month preceding
the month of such Distribution Date with respect to such Mortgage Loan and (f)
the sum of (i) any Principal Prepayments in full with respect to such Mortgage
Loan received during the related Prepayment Period and (ii) all partial
Principal Prepayments with respect to such Mortgage Loan applied during the
related Prepayment Period; provided, however, that if a Bankruptcy Loss that is
an Excess Loss is sustained with respect to a Mortgage Loan that is not a
Liquidated Loan, the Class A-P Principal Distribution Amount will be reduced on
the related Distribution Date by the A-P Percentage of the principal portion of
such Bankruptcy Loss.
Class A-X-1 Notional Amount: With respect to any Distribution Date
and the Class A-X-1 Certificates, an amount equal to the product of (x) the
aggregate of the Class Principal Balances of the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4 and Class 1-A-5 Certificates immediately prior to such
Distribution Date and (y) the Weighted Average Group 1 Stripped Interest Rate.
Class A-X-2 Notional Amount: With respect to any Distribution Date
and the Class A-X-2 Certificates, an amount equal to the product of (x) the
aggregate of the Class Principal Balances of the Class 2-A-1, Class 2-A-2, Class
2-A-3 and Class A-R Certificates immediately prior to such Distribution Date and
(y) the Weighted Average Group 2 Stripped Interest Rate.
Class A-X-3 Group 1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the Group
1 Subordinate Amount for such Distribution Date and the denominator of which is
the sum of the Group 1 Subordinate Amount and the Group 2 Subordinate Amount for
such Distribution Date.
Class A-X-3 Group 1 Portion: With respect to any Distribution Date,
an amount equal to the product of (i) the Accrued Certificate Interest for the
Class A-X-3 certificates for such Distribution Date and (ii) the Class A-X-3
Group 1 Percentage for such Distribution Date.
Class A-X-3 Group 2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the Group
2 Subordinate Amount for such Distribution Date and the denominator of which is
the sum of the Group 1 Subordinate Amount and the Group 2 Subordinate Amount for
such Distribution Date.
Class A-X-3 Group 2 Portion: With respect to any Distribution Date,
an amount equal to the product of (i) the Accrued Certificate Interest for the
Class A-X-3 certificates for such Distribution Date and (ii) the Class A-X-3
Group 2 Percentage for such Distribution Date.
Class A-X-3 Notional Amount: With respect to any Distribution Date
and the Class A-X-3 Certificates, an amount equal to the product of (x) the
aggregate of the Class Principal Balances of the Class B-1, Class B-2 and Class
B-3 Certificates immediately prior to such Distribution Date and (y) the
weighted average of the Weighted Average Group 1 Stripped Interest Rate and the
Weighted Average Group 2 Stripped Interest Rate, weighted on the basis of the
related Group Subordinate Amounts for such Distribution Date.
Class 1-A-2 Prepayment Distribution Percentage: With respect to any
Distribution Date, the percentage equal to (a) 100%, less (b) the Class 1-A-3
Prepayment Distribution Percentage for such Distribution Date.
Class 1-A-2 Unscheduled Principal Distribution Amount: For any
Distribution Date, the Class 1-A-2 Prepayment Distribution Percentage multiplied
by the portion of the Group 1 Aggregate Amount for such Distribution Date that
represents Unscheduled Principal Payments.
Class 1-A-3 Percentage: A fraction, expressed as a percentage, the
numerator of which is the Class Principal Balance of the Class 1-A-3
Certificates immediately prior to such Distribution Date and the denominator of
which is the Class Principal Balance of the Class 1-A-2 and the Class 1-A-3
Certificates immediately prior to such Distribution Date.
Class 1-A-3 Prepayment Distribution Percentage: For any Distribution
Date, the Class 1-A-3 Percentage multiplied by (i) 0% until and including the
Distribution Date in August 2007, (ii) 30% from the Distribution Date in
September 2007 until and including the Distribution Date in August 2008, (iii)
40% from the Distribution Date in September 2008 until and including the
Distribution Date in August 2009, (iv) 60% from the Distribution Date in
September 2009 until and including the Distribution Date in August 2010, (v) 80%
from the Distribution Date in September 2010 until and including the
Distribution Date in August 2011 and (vi) 100% thereafter.
Class 1-A-3 Unscheduled Principal Distribution Amount: For any
Distribution Date, the Class 1-A-3 Prepayment Distribution Percentage multiplied
by the portion of the Group 1 Aggregate Amount for such Distribution Date that
represents Unscheduled Principal Payments.
Class 1-A-6 Notional Amount: With respect to any Distribution Date,
the Class Principal Balance of the Class 1-A-5 Certificates immediately prior to
such Distribution Date.
Class 1-A-7 Notional Amount: With respect to any Distribution Date,
an amount equal to the product of (a) 0.041666666667 and (b) the aggregate of
the Class Principal Balances of the Class 1-A-2 and Class 1-A-3 Certificates
immediately prior to such Distribution Date.
Class 2-A-4 Notional Amount: With respect to any Distribution Date,
the Class Principal Balance of the Class 2-A-3 Certificates immediately prior to
such Distribution Date.
Class 3-A-4 Notional Amount: With respect to any Distribution Date,
the Class Principal Balance of the Class 3-A-3 Certificates immediately prior to
such Distribution Date.
Class 3-A-6 Percentage: A fraction, expressed as a percentage, the
numerator of which is the Class Principal Balance of the Class 3-A-6
Certificates immediately prior to such Distribution Date and the denominator of
which is the Class Principal Balance of the Class 3-A-2, Class 3-A-3, Class
3-A-5 and Class 3-A-6 Certificates immediately prior to such Distribution Date.
Class 3-A-6 Prepayment Distribution Percentage: For any Distribution
Date, the Class 3-A-6 Percentage multiplied by (i) 0% until and including the
Distribution Date in August 2007, (ii) 30% from the Distribution Date in
September 2007 until and including the Distribution Date in August 2008, (iii)
40% from the Distribution Date in September 2008 until and including the
Distribution Date in August 2009, (iv) 60% from the Distribution Date in
September 2009 until and including the Distribution Date in August 2010, (v) 80%
from the Distribution Date in September 2010 until and including the
Distribution Date in August 2011 and (vi) 100% thereafter.
Class 3-A-6 Principal Distribution Amount: For any Distribution
Date, the sum of (A) the aggregate of the Class 3-A-6 Scheduled Distribution
Percentage multiplied by the amounts referred to in clause (i) of the definition
"Senior Optimal Principal Amount" related to Loan Group 3; and (B) the Class
3-A-6 Prepayment Distribution Percentage multiplied by the amount referred to in
clauses (ii) and (iii) of the definition "Senior Optimal Principal Amount"
related to Loan Group 3; provided, however, that if a Bankruptcy Loss that is an
Excess Loss is sustained with respect to a Group 3 Mortgage Loan that is not a
Liquidated Loan, the Class 3-A-6 Distribution Amount will be reduced on the
related Distribution Date by the Class 3-A-6 Scheduled Distribution Percentage
multiplied by the Senior Percentage related to Group 3 multiplied by the
principal portion of such Bankruptcy Loss
Class 3-A-6 Scheduled Distribution Percentage: For any Distribution
Date is equal to (i) 0% to and including the Distribution Date in September 2007
and (ii) the Class 3-A-6 Percentage, from and including the Distribution Date in
August 2007 and thereafter.
Class 3-A-X Notional Amount: With respect to any Distribution Date
and the Class 3-A-X Certificates, an amount equal to the product of (x) the
aggregate of the Class Principal Balances of the Class 3-A-2, Class 3-A-3, Class
3-A-5 and Class 3-A-6 Certificates immediately prior to such Distribution Date
and (y) the Weighted Average Group 3 Stripped Interest Rate.
Class Interest Shortfall: As to any Distribution Date and Class, the
amount by which the amount described in clause (i) of the definition of Accrued
Certificate Interest for such Class exceeds the amount of interest actually
distributed on such Class on such Distribution Date pursuant to such clause (i).
Class Prepayment Distribution Trigger: (a) With respect to any Class
of Group 1&2 Junior Certificates and any Distribution Date, if either (i) the
fraction, the numerator of which is the Class Principal Balance of such Class
immediately prior to such Distribution Date and each Class of Group 1&2 Junior
Certificates subordinate thereto, and the denominator of which is the sum of the
Group 1 Pool Principal Balance and Group 2 Pool Principal Balance with respect
to that Distribution Date, equals or exceeds such percentage calculated as of
the Closing Date or (ii) such Class of Group 1&2 Junior Certificates is the only
Class of Group 1&2 Junior Certificates then outstanding. (b) With respect to any
Class of Group 3 Junior Certificates and any Distribution Date, if either (i)
the fraction, the numerator of which is the Class Principal Balance of such
Class immediately prior to such Distribution Date and each Class of Group 3
Junior Certificates subordinate thereto, and denominator of which is the Group 3
Pool Principal Balance with respect to that Distribution Date, equals or exceeds
such percentage calculated as of the Closing Date or (ii) such Class of Group 3
Junior Certificates is the only Class of Group 3 Junior Certificates then
outstanding.
Class Principal Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Principal Balances of
all Certificates of such Class as of such date.
Class Unpaid Interest Amounts: As to any Distribution Date and Class
of interest bearing Certificates, the amount by which the aggregate Class
Interest Shortfalls for such Class on prior Distribution Dates exceeds the
amount distributed on such Class on prior Distribution Dates pursuant to clause
(ii) of the definition of Accrued Certificate Interest.
Closing Date: August 30, 2002.
Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collection Account: The separate Eligible Account or Accounts
created and maintained by the Master Servicer pursuant to Section 3.07 with a
depository institution for the benefit of the Trustee on behalf of
Certificateholders and designated "Bank One, N.A. in trust for the registered
holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. Mortgage Pass-Through
Certificates, Series 2002-WL1."
Compensating Interest: With respect to any Distribution Date, an
amount equal to the lesser of:
(1) with respect to any Servicer, the aggregate of the Prepayment
Interest Shortfalls on Mortgage Loans with respect to voluntary
prepayments in full serviced by such Servicer for the related Distribution
Date and
(2) with respect to any Servicer, the aggregate Servicing Fees due
to the applicable Servicer for such Distribution Date.
If a Servicer fails to make its required payment of Compensating Interest on any
Distribution Date, the Master Servicer will be required to make such payment of
Compensating Interest to the extent of its Master Servicer compensation for such
Distribution Date.
Corporate Trust Office: The designated office of the Trustee at
which at any particular time its corporate trust business with respect to this
Agreement shall be administered, which office at the date of the execution of
this Agreement is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (Attn: Corporate Trust Services/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust 2002-WL1, for
Certificate transfer purposes, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇.
▇▇▇▇▇, which is the address to which appropriate notices to and correspondence
with the Trustee should be directed.
Corresponding Class or Classes of Certificates or Components and
Corresponding Lower-Tier REMIC Regular Interests: With respect to each
Lower-Tier REMIC Regular Interest and Class of Certificates appearing opposite
each other as follows:
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CORRESPONDING LOWER-TIER
REMIC REGULAR INTEREST CORRESPONDING CLASS OR CLASSES OF CERTIFICATES
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Class 1-A-L1 Interest Class 1-A-1 Certificates
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Class 1-A-L2/3 Interest Class 1-A-2 Certificates, Class 1-A-3
Certificates and Class 1-A-7 Certificates
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Class 1-A-L4/5 Interest Class 1-A-4 Certificates, Class 1-A-5
Certificates and Class 1-A-6 Certificates
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Class 2-A-L1 Interest Class 2-A-1 Certificates
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Class 2-A-L2/3 Interest Class 2-A-2 Certificates, Class 2-A-3
Certificates and Class 2-A-4 Certificates
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Class 3-A-L1 Interest Class 3-A-1 Certificates
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Class 3-A-L2/3 Interest Class 3-A-2 Certificates, Class 3-A-3
Certificates and Class 3-A-4 Certificates
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Class 3-A-L5 Interest Class 3-A-5 Certificates
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Class 3-A-L6 Interest Class 3-A-6 Certificates
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Class A-LP Interest Class A-P Certificates
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Class A-LUR Interest Class A-R Certificates
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Class B-L1 Interest Class B-1 Certificates
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Class B-L2 Interest Class B-2 Certificates
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Class B-L3 Interest Class B-3 Certificates
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Class B-L4 Interest Class B-4 Certificates
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Class B-L5 Interest Class B-5 Certificates
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Class B-L6 Interest Class B-6 Certificates
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Class 3-BL1 Interest Class 3-B-1 Certificates
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Class 3-BL2 Interest Class 3-B-2 Certificates
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Class 3-BL3 Interest Class 3-B-3 Certificates
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Class 3-BL4 Interest Class 3-B-4 Certificates
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Class 3-BL5 Interest Class 3-B-5 Certificates
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Class 3-BL6 Interest Class 3-B-6 Certificates
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Cross-Over Date: (i) With respect to Certificate Group 1 and
Certificate Group 2, the Distribution Date on which the Class Principal Balances
of the Group 1&2 Junior Certificates have been reduced to zero, and (ii) with
respect to Certificate Group 3, the Distribution Date on which the Class
Principal Balances of the Group 3 Certificates have been reduced to zero.
Custodial Agreement: With respect to each Custodian, the custodial
agreement entered into between the Custodian and the Trustee.
Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee, or the Custodian on behalf of the Trustee, consisting
of the items in Section 2.01(b).
Custodian: Initially Deutsche Bank National Trust Company, appointed
pursuant to Section 8.13, acting as Custodian with respect to the Custodial
Files relating to the Mortgage Loans pursuant to the Custodial Agreement.
Cut-off Date: August 1, 2002.
Cut-off Date Pool Balance: $604,593,944.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Scheduled Principal Balance thereof as of the close of business on the Cut-off
Date.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became
final and non-appealable, except such a reduction resulting from a Deficient
Valuation or any reduction that results in a permanent forgiveness of principal.
Defective Mortgage Loan: Any Mortgage Loan which is required to be
repurchased pursuant to Section 2.02 or 2.03.
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 Payment
that results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court which is final and non-appealable
in a proceeding under the Bankruptcy Code.
Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).
Deleted Mortgage Loan: As defined in Section 2.03(c) hereof.
Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Principal Balance of this
Certificate" or the "Initial Notional Amount of this Certificate" or, if neither
of the foregoing, the Percentage Interest appearing on the face thereof.
Depositor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., a Delaware
corporation, or its successor in interest.
Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: With respect to any Servicer, the "Determination
Date" as set forth in the related Sale and Servicing Agreement.
Discount Mortgage Loan: Any Group 1 Mortgage Loan with a Net
Mortgage Rate that is less than the Required Coupon.
Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07 in the name of the Trustee
for the benefit of the Certificateholders and designated "Bank One, N.A., in
trust for registered holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., Trust
2002-WL1 Mortgage Pass-Through Certificates, Series 2002-WL1." Funds in the
Distribution Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.
Distribution Account Deposit Date: As to any Distribution Date, one
Business Day prior to such Distribution Date.
Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in September 2002.
Due Date: With respect to any Distribution Date, the first day of
the month in which the related Distribution Date occurs.
Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
(a) the trust department of a federal or state chartered depository institution
or (b) a trust company, acting in its fiduciary capacity or (iv) any other
account acceptable to each Rating Agency. Eligible Accounts may bear interest,
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee.
Eligible Substitute Mortgage Loan: (a) With respect to a Mortgage
Loan substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan
which must, on the date of such substitution, (i) have a Scheduled Principal
Balance, after deduction of the principal portion of the Scheduled Payment due
in the month of substitution (or, in the case of a substitution of more than one
mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not
in excess of, and not more than 10% less than the Scheduled Principal Balance of
the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and
not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii)
have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan;
(iv) have a remaining term to maturity no greater than (and not more than one
year less than that of) the Deleted Mortgage Loan; (v) comply with each
representation and warranty set forth in Section 2.03 hereof; (vi) be the same
credit grade category as the Deleted Mortgage Loan; and (vii) have the same
prepayment penalty term. (b) With respect to a Mortgage Loan substituted by an
Originator for a Deleted Mortgage Loan, a Mortgage Loan that meets the
requirements under the related Purchase and Servicing Agreement for such
substitution.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.08(a) hereof.
Excess Loss: The amount of any (i) Fraud Loss realized after the
related Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized
after the related Special Hazard Coverage Termination Date or (iii) Deficient
Valuation realized after the related Bankruptcy Coverage Termination Date.
Excess Proceeds: With respect to any Liquidated Loan, the amount, if
any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received
in the calendar month in which such Mortgage Loan became a Liquidated Loan,
exceeds (i) the Scheduled Principal Balance of such Liquidated Loan as of the
Due Date in the month in which such Mortgage Loan became a Liquidated Loan plus
(ii) accrued interest at the Mortgage Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date applicable to the Distribution Date immediately following the
calendar month during which such liquidation occurred.
Exchange Act: The Securities Exchange Act of 1934, as amended from
time to time.
▇▇▇▇▇▇ ▇▇▇: ▇▇▇▇▇▇ ▇▇▇, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement
Act of 1989.
Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated
as a Rating Agency in the Preliminary Statement, for purposes of Section
10.05(b) the address for notices to Fitch shall be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: MBS Monitoring ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I
Inc. Trust 2002-WL1
Fraud Loan: A Liquidated Loan as to which a Fraud Loss has occurred.
Fraud Loss Coverage Amount: (A) With respect to Loan Group 1 and
Loan Group 2, as of the Closing Date, $3,929,748, subject to reduction from time
to time by the amount of Fraud Losses that would have been previously allocated
to the Group 1&2 Junior Certificates in the absence of the Loss Allocation
Limitation. In addition, the Fraud Loss Coverage Amount with respect to Loan
Group 1 and Loan Group 2 will be reduced as follows: (a) on the third
anniversary of the Cut-off Date, to an amount equal to $194,874 less the amount
of Fraud Losses that would have been previously allocated to the Group 1&2
Junior Certificates in the absence of the Loss Allocation Limitation and (b) on
the earlier to occur of the related Cross-Over Date and the fifth anniversary of
the Cut-off Date, to zero. (B) With respect to Loan Group 3, as of the Closing
Date, $4,232,383, subject to reduction from time to time by the amount of Fraud
Losses that would have been previously allocated to the Group 3 Junior
Certificates in the absence of the Loss Allocation Limitation. In addition, the
Fraud Loss Coverage Amount with respect to Loan Group 3 will be reduced as
follows: (a) on the first anniversary of the Cut-off Date, to an amount equal to
$2,116,191 less the amount of Fraud Losses that would have been previously
allocated to the Group 3 Junior Certificates in the absence of the Loss
Allocation Limitation and (b) on the earlier to occur of the related Cross-Over
Date and the fifth anniversary of the Cut-off Date, to zero.
Fraud Loss Coverage Termination Date: With respect to each Fraud
Loss Coverage Amount, the point in time at which such Fraud Loss Coverage Amount
is reduced to zero.
Fraud Losses: Realized Losses on Mortgage Loans as to which a loss
is sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a loss
by reason of the denial of coverage under any related Primary Insurance Policy
because of such fraud, dishonesty or misrepresentation, as reported by the
applicable Servicer to the Master Servicer.
▇▇▇▇▇▇▇ Mac: ▇▇▇▇▇▇▇ Mac, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.
Group 1 Aggregate Amount: As defined in Section 4.02(a)(i), priority
second, clause (A)(ii).
Group 1 Available Funds: As to any Distribution Date, the sum of (a)
the aggregate amount held in the Collection Account at the close of business on
the related Servicer Remittance Date and, without duplication, on deposit in the
Distribution Account at the close of business of the related Distribution
Account Deposit Date, attributable to the Group 1 Mortgage Loans, net of the
Amount Held for Future Distribution related to the Group 1 Mortgage Loans and
net of amounts permitted to be withdrawn from the Collection Account pursuant to
clauses (i)-(x), inclusive, of Section 3.10(a) and amounts permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive
of Section 3.10(b) each as it relates to the Group 1 Mortgage Loans, (b) the
amount of the related Advances related to the Group 1 Mortgage Loans and (c) in
connection with Defective Mortgage Loans in Loan Group 1, as applicable, the
aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited
on the related Distribution Account Deposit Date.
Group 1 Discount Mortgage Loan: Any Group 1 Mortgage Loan with a Net
Mortgage Rate that is less than the Required Coupon.
Group 1 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 1 Mortgage Loans.
Group 1 Non-A-P Formula Principal Amount: As to any Distribution
Date, the sum for all Group 1 Mortgage Loans of the Non-A-P Percentage of (a)
the principal portion of each Scheduled Payment (without giving effect, prior to
the Bankruptcy Coverage Termination Date, to any reductions thereof caused by
any Debt Service Reductions or Deficient Valuations) due on such Group 1
Mortgage Loan on the related Due Date, (b) the Scheduled Principal Balance of
such Group 1 Mortgage Loan if it was repurchased by the Transferor pursuant to
this Agreement, or an Originator pursuant to the applicable Purchase and
Servicing Agreement as of such Distribution Date, (c) the Substitution
Adjustment Amount in connection with any Deleted Mortgage Loan related to Loan
Group 1 received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of such
Group 1 Mortgage Loan, if it is not yet a Liquidated Loan, received during the
calendar month preceding the month of such Distribution Date, (e) to the extent
such Group 1 Mortgage Loan became a Liquidated Loan during the calendar month
preceding the month of such Distribution Date, the amount of the Liquidation
Proceeds allocable to principal received during the calendar month preceding the
month of such Distribution Date with respect to such Group 1 Mortgage Loan and
(f) the sum of (i) all Principal Prepayments in full received on such Group 1
Mortgage Loans during the related Prepayment Period and (ii) all partial
Principal Prepayments on such Group 1 Mortgage Loans applied during the related
Prepayment Period.
Group 1 Non-A-P Net WAC Rate: With respect to any Distribution Date,
the weighted average of the Net Mortgage Rates for the Group 1 Mortgage Loans
weighted on the basis of the Non-A-P Percentage of the Scheduled Principal
Balances of those Mortgage Loans as of the first day of the month immediately
prior to the month in which such Distribution Date occurs (after taking into
account Scheduled Payments of principal due on that date, whether or not
received).
Group 1 Non-Discount Mortgage Loan: Any Group 1 Mortgage Loan with a
Net Mortgage Rate that is greater than or equal to the Required Coupon.
Group 1 Optimal Principal Amount: For any Distribution Date, the sum
for all Group 1 Mortgage Loans of (i) the Senior Percentage of the Non-A-P
Percentage of all amounts described in clauses (a) through (d) of the definition
of "Group 1 Non-A-P Formula Principal Amount" for such Distribution Date, (ii)
with respect to each Group 1 Mortgage Loan that became a Liquidated Loan during
the calendar month preceding the month of such Distribution Date, the lesser of
(A) the Senior Percentage of the applicable Non-A-P Percentage of the Scheduled
Principal Balance of such Group 1 Mortgage Loan, or (B) either (a) the Senior
Prepayment Percentage, or (b) if an Excess Loss was sustained with respect to
such Liquidated Loan during such prior calendar month, the Senior Percentage, of
the applicable Non-A-P Percentage of the amount of the Liquidation Proceeds
allocable to principal received with respect to such Group 1 Mortgage Loan, and
(iii) the Senior Prepayment Percentage of the applicable Non-A-P Percentage of
the amounts described in clause (f) of the definition of "Group 1 Non-A-P
Formula Principal Amount" for such Distribution Date; provided, however, that if
a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 1
Mortgage Loan that is not a Liquidated Loan, the Group 1 Optimal Principal
Amount will be reduced on the related Distribution Date by the Senior Percentage
of the applicable Non-A-P Percentage of the principal portion of such Bankruptcy
Loss.
Group 1 Pool Principal Balance: As to any Distribution Date, the
aggregate of the Scheduled Principal Balances of the Group 1 Mortgage Loans
which were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group 1 Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group 1 Pool Principal Balance over (ii) the sum of the Class
Principal Balances of the Group 1 Certificates.
Group 1&2 Aggregate Junior Optimal Principal Amount: For any
Distribution Date, the sum of the Junior Optimal Principal Amounts for the Group
1 Mortgage Loans and the Group 2 Mortgage Loans.
Group 1&2 Junior Optimal Principal Amount: For any Distribution Date
and Loan Group 1 and Loan Group 2, the sum for each Mortgage Loan in such Loan
Group of (i) the Junior Percentage of the Non-A-P Percentage of all amounts
described in clauses (a) through (d) of the definitions of "Group 1 Non-A-P
Formula Principal Amount" and "Group 2 Formula Principal Amount" for such
Distribution Date, (ii) with respect to each Mortgage Loan that became a
Liquidated Loan during the calendar month preceding the month of such
Distribution Date, the portion of the Non-A-P Percentage of the amount of the
Liquidation Proceeds allocable to principal received with respect to such
Mortgage Loan that was not included in clause (ii) of the Group 1 Optimal
Principal Amount and the Group 2 Optimal Principal Amount for such Distribution
Date, and (iii) the Junior Prepayment Percentage of the applicable Non-A-P
Percentage of the amounts described in clause (f) of the definitions of "Group 1
Non-A-P Formula Principal Amount" and "Group 2 Formula Principal Amount" for
such Distribution Date; provided, however, that if a Bankruptcy Loss that is an
Excess Loss is sustained with respect to a Mortgage Loan that is not a
Liquidated Loan, the Group 1&2 Junior Optimal Principal Amount will be reduced
on the related Distribution Date by the Junior Percentage of the Non-A-P
Percentage of the principal portion of such Bankruptcy Loss.
Group 2 Available Funds: As to any Distribution Date, the sum of (a)
the aggregate amount held in the Collection Account at the close of business on
the related Servicer Remittance Date and, without duplication, on deposit in the
Distribution Account at the close of business of the related Distribution
Account Deposit Date, attributable to the Group 2 Mortgage Loans, net of the
Amount Held for Future Distribution related to the Group 2 Mortgage Loans and
net of amounts permitted to be withdrawn from the Collection Account pursuant to
clauses (i)-(x), inclusive, of Section 3.10(a) and amounts permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive
of Section 3.10(b) each as it relates to the Group 2 Mortgage Loans, (b) the
amount of the related Advances related to the Group 2 Mortgage Loans and (c) in
connection with Defective Mortgage Loans in Loan Group 2, as applicable, the
aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited
on the related Distribution Account Deposit Date.
Group 2 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 2 Mortgage Loans.
Group 2 Formula Principal Amount: As to any Distribution Date, the
sum for all Group 2 Mortgage Loans of (a) the principal portion of each
Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage
Termination Date, to any reductions thereof caused by any Debt Service
Reductions or Deficient Valuations) due on such Group 2 Mortgage Loan on the
related Due Date, (b) the Scheduled Principal Balance of such Group 2 Mortgage
Loan to the extent it was repurchased by the Transferor pursuant to this
Agreement, or an Originator pursuant to the applicable Purchase and Servicing
Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount
in connection with any Deleted Mortgage Loan related to Loan Group 2 received
with respect to such Distribution Date, (d) any Insurance Proceeds or
Liquidation Proceeds allocable to recoveries of principal of such Group 2
Mortgage Loan, to the extent it is not yet a Liquidated Loan, received during
the calendar month preceding the month of such Distribution Date, (e) to the
extent such Group 2 Mortgage Loan that became a Liquidated Loan during the
calendar month preceding the month of such Distribution Date, the amount of the
Liquidation Proceeds allocable to principal received during the calendar month
preceding the month of such Distribution Date with respect to such Group 2
Mortgage Loan and (f) the sum of (i) all Principal Prepayments in full received
on such Group 2 Mortgage Loan during the related Prepayment Period and (ii) all
partial Principal Prepayments on such Group 2 Mortgage Loan applied during the
related Prepayment Period.
Group 2 Net WAC Rate: With respect to any Distribution Date, the
weighted average of the Net Mortgage Rates for the Group 2 Mortgage Loans
weighted on the basis of the Scheduled Principal Balances of those Mortgage
Loans as of the first day of the month immediately prior to the month in which
such Distribution Date occurs (after taking into account Scheduled Payments of
principal due on that date, whether or not received).
Group 2 Optimal Principal Amount: For any Distribution Date, the sum
of (i) the Senior Percentage of all amounts described in clauses (a) through (d)
of the definition of "Group 2 Formula Principal Amount" for such Distribution
Date, (ii) with respect to each Group 2 Mortgage Loan that became a Liquidated
Loan during the calendar month preceding the month of such Distribution Date,
the lesser of (A) the Senior Percentage of the Scheduled Principal Balance of
such Group 2 Mortgage Loan, or (B) either (a) the Senior Prepayment Percentage,
or (b) if an Excess Loss was sustained with respect to such Liquidated Loan
during such prior calendar month, the Senior Percentage of the amount of the
Liquidation Proceeds allocable to principal received with respect to such Group
2 Mortgage Loan, and (iii) the Senior Prepayment Percentage of the amounts
described in clause (f) of the definition of "Group 2 Formula Principal Amount"
for such Distribution Date; provided, however, that if a Bankruptcy Loss that is
an Excess Loss is sustained with respect to a Group 2 Mortgage Loan that is not
a Liquidated Loan, the Group 2 Optimal Principal Amount will be reduced on the
related Distribution Date by the Senior Percentage of the principal portion of
such Bankruptcy Loss.
Group 2 Pool Principal Balance: As to any Distribution Date, the
aggregate of the Scheduled Principal Balances of the Group 2 Mortgage Loans
which were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group 2 Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group 2 Pool Principal Balance over (ii) the sum of the Class
Principal Balances of the Group 2 Certificates.
Group ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇: As defined in Section 4.02(a)(i), priority
second, clause (C).
Group 3 Aggregate Junior Optimal Principal Amount: For any
Distribution Date, the Junior Optimal Principal Amount for the Group 3 Mortgage
Loans.
Group 3 Available Funds: As to any Distribution Date, the sum of (a)
the aggregate amount held in the Collection Account at the close of business on
the related Servicer Remittance Date and, without duplication, on deposit in the
Distribution Account at the close of business of the related Distribution
Account Deposit Date, attributable to the Group 3 Mortgage Loans, net of the
Amount Held for Future Distribution related to the Group 3 Mortgage Loans and
net of amounts permitted to be withdrawn from the Collection Account pursuant to
clauses (i)-(x), inclusive, of Section 3.10(a) and amounts permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive
of Section 3.10(b) each as it relates to the Group 3 Mortgage Loans, (b) the
amount of the related Advances related to the Group 3 Mortgage Loans and (c) in
connection with Defective Mortgage Loans in Loan Group 3, as applicable, the
aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited
on the related Distribution Account Deposit Date.
Group 3 Formula Principal Amount: As to any Distribution Date, the
sum for all Group 3 Mortgage Loans of (a) the principal portion of each
Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage
Termination Date, to any reductions thereof caused by any Debt Service
Reductions or Deficient Valuations) due on each Group 3 Mortgage Loan on the
related Due Date, (b) the Scheduled Principal Balance of each Group 3 Mortgage
Loan that was repurchased by the Transferor pursuant to this Agreement, or an
Originator pursuant to the applicable Purchase and Servicing Agreement as of
such Distribution Date, (c) the Substitution Adjustment Amount in connection
with any Deleted Mortgage Loan related to Loan Group 3 received with respect to
such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds
allocable to recoveries of principal of Group 3 Mortgage Loans that are not yet
Liquidated Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Group 3 Mortgage Loan that became a
Liquidated Loan during the calendar month preceding the month of such
Distribution Date, the amount of the Liquidation Proceeds allocable to principal
received during the calendar month preceding the month of such Distribution Date
with respect to such Group 3 Mortgage Loan and (f) the sum of (i) all Principal
Prepayments in full received on the Group 3 Mortgage Loans during the related
Prepayment Period and (ii) all partial Principal Prepayments on the Group 3
Mortgage Loans applied during the related Prepayment Period.
Group 3 Junior Optimal Principal Amount: For any Distribution Date
and Loan Group 3, the sum for each Mortgage Loan in such Loan Group of (i) the
Junior Percentage of all amounts described in clauses (a) through (d) of the
definition of the "Group 3 Formula Principal Amount" for such Distribution Date,
(ii) with respect to each Mortgage Loan that became a Liquidated Loan during the
calendar month preceding the month of such Distribution Date, the portion of the
amount of the Liquidation Proceeds allocable to principal received with respect
to such Mortgage Loan that was not included in clause (ii) of the Group 3
Optimal Principal Amount for such Distribution Date, and (iii) the Junior
Prepayment Percentage of the amounts described in clause (f) of the definition
of "Group 3 Formula Principal Amount" for such Distribution Date; provided,
however, that if a Bankruptcy Loss that is an Excess Loss is sustained with
respect to a Mortgage Loan that is not a Liquidated Loan, the Group 3 Junior
Optimal Principal Amount will be reduced on the related Distribution Date by the
Junior Percentage of the principal portion of such Bankruptcy Loss.
Group 3 Mortgage Loans: Those Mortgage Loans identified on the
Mortgage Loan Schedule as Group 3 Mortgage Loans.
Group 3 Optimal Principal Amount: For any Distribution Date, the sum
for all Group 3 Mortgage Loans of (i) the Senior Percentage of all amounts
described in clauses (a) through (d) of the definition of "Group 3 Formula
Principal Amount" for such Distribution Date, (ii) with respect to each Group 3
Mortgage Loan that became a Liquidated Loan during the calendar month preceding
the month of such Distribution Date, the lesser of (A) the Senior Percentage of
the Scheduled Principal Balance of such Group 3 Mortgage Loan, or (B) either (a)
the Senior Prepayment Percentage, or (b) if an Excess Loss was sustained with
respect to such Liquidated Loan during such prior calendar month, the Senior
Percentage of the amount of the Liquidation Proceeds allocable to principal
received with respect to such Group 3 Mortgage Loan, and (iii) the Senior
Prepayment Percentage of the amounts described in clause (f) of the definition
of "Group 3 Formula Principal Amount" for such Distribution Date; provided,
however, that if a Bankruptcy Loss that is an Excess Loss is sustained with
respect to a Group 3 Mortgage Loan that is not a Liquidated Loan, the Group 3
Optimal Principal Amount will be reduced on the related Distribution Date by the
Senior Percentage of the principal portion of such Bankruptcy Loss.
Group 3 Pool Principal Balance: As to any Distribution Date, the
aggregate of the Scheduled Principal Balances of the Group 3 Mortgage Loans
which were Outstanding Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date.
Group 3 Subordinate Amount: As to any Distribution Date, the excess
of (i) the Group 3 Pool Principal Balance over (ii) the sum of the Class
Principal Balances of the Group 3 Certificates.
Group Available Funds: The Group 1 Available Funds, Group 2
Available Funds or Group 3 Available Funds.
Group Subordinate Amount: Either the Group 1 Subordinate Amount or
the Group 2 Subordinate Amount.
HUD: The United States Department of Housing and Urban Development
or any successor thereto.
Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.
Initial Bankruptcy Coverage Amount: (A) With respect to Loan Group 1
and Loan Group 2 in the aggregate, $100,000. (B) With respect to Loan Group 3,
$100,000.
Initial LIBOR Rate: 1.81125%.
Insolvency Proceeding: With respect to any Person: (i) any case,
action, or proceeding with respect to such Person before any court or other
governmental authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up, or relief of debtors; or
(ii) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other, similar arrangement in respect of
the creditors generally of such Person or any substantial portion of such
Person's creditors, in any case undertaken under federal, state or foreign law,
including the Bankruptcy Code.
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto
in effect, including any replacement policy or policies for any Insurance
Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses, to the extent such proceeds are not
applied to the restoration of the related Mortgaged Property or released to the
borrower in accordance with the applicable Servicer's normal servicing
procedures.
Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: (i) With respect to each Class of
Certificates (other than the Class 1-A-5, Class 1-A-6, Class 2-A-3, Class 2-A-4,
Class 3-A-3 and Class 3-A-4 Certificates), Corresponding Lower-Tier REMIC
Regular Interests and any Distribution Date, the period from and including the
first day of the month immediately preceding the month in which such
Distribution Date occurs, commencing August 1, 2002, to and including the last
day of such immediately preceding month and (ii) with respect to the Class
1-A-5, Class 1-A-6, Class 2-A-3, Class 2-A-4, Class 3-A-3 and Class 3-A-4
Certificates, Corresponding Lower-Tier REMIC Regular Interests and any
Distribution Date, the period from and including the 25th day of the month
immediately preceding the month in which such Distribution Date occurs,
commencing August 25, 2002, to and including to and including the 24th day of
the month in which such Distribution Date occurs.
Junior Certificates: As specified in the Preliminary Statement.
Junior Optimal Principal Amount: For any Distribution Date and (a)
the Group 1&2 Junior Certificates, the Group 1&2 Junior Optimal Principal Amount
and (b) the Group 3 Junior Certificates, the Group 3 Junior Optimal Principal
Amount.
Junior Percentage: As to any Distribution Date and any Loan Group,
100% minus the Senior Percentage for such Loan Group for such Distribution Date.
Junior Prepayment Percentage: As to any Distribution Date and any
Loan Group, 100% minus the Senior Prepayment Percentage for such Loan Group for
such Distribution Date.
Junior Principal Distribution Amount: (A) With respect to the Group
1&2 Junior Certificates, the aggregate amount which would be payable as
principal on the Group 1&2 Junior Certificates from Group 1 Available Funds and
Group 2 Available Funds in the aggregate, after application of Group 1 Available
Funds and Group 2 Available Funds in the aggregate to make payments on the Group
1 Certificates and Group 2 Certificates in accordance with Section 4.02(a)(i)
items first through third and to pay Accrued Certificate Interest for such
Certificate Groups, upon application of such remaining Group 1 Available Funds
and Group 2 Available Funds to the Group 1&2 Junior Certificates in accordance
with Section 4.02(a)(ii). (B) With respect to the Group 3 Junior Certificates,
the aggregate amount which would be payable as principal on the Group 3 Junior
Certificates from Group 3 Available Funds, after application of Group 3
Available Funds to make payments on the Group 3 Certificates in accordance with
Section 4.02(a)(i) items first through third and to pay Accrued Certificate
Interest for such Certificate Group, upon application of such remaining Group 3
Available Funds to the Group 3 Junior Certificates in accordance with Section
4.02(a)(ii).
Latest Possible Maturity Date: The Distribution Date following the
third anniversary of the scheduled maturity date of the Mortgage Loan having the
latest scheduled maturity date as of the Cut-off Date.
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 Master Servicer in accordance with Section 4.05.
LIBOR Certificates: As specified in the Preliminary Statement.
LIBOR Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second London Business Day prior to the beginning of
the applicable Interest Accrual Period for such Class and such Distribution
Date.
Liquidated Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) which was liquidated in the calendar
month preceding the month of such Distribution Date and as to which the
applicable Servicer or the Master Servicer, as the case may be, has determined
(in accordance with the applicable Purchase and Servicing Agreement and this
Agreement) that it has received all amounts it expects to receive in connection
with the liquidation of such Mortgage Loan, including the final disposition of
an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees, Servicing
Advances and Advances.
Loan Group: Each of Loan Group 1, Loan Group 2 and Loan Group 3.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and as to any
date of determination, the fraction (expressed as a percentage) the numerator of
which is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the related
Mortgaged Property.
London 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 the State where the Master Servicer is located.
Loss Allocation Limitation: As defined in Section 4.03(d) hereof.
Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Lower-Tier REMIC: As described in the Preliminary Statement.
Lower-Tier REMIC Interest: Any one of the Lower-Tier REMIC Regular
Interests or the Class A-LR Certificate.
Lower-Tier REMIC Regular Interest: Any of the Class 1-A-L1 Interest,
Class 1-A-L2/3 Interest, Class 1-A-L4/5 Interest, Class 2-A-L1 Interest, Class
2-A-L2/3 Interest, Class A-LUR Interest, Class 3-A-L1 Interest, Class 3-A-L2/3
Interest, Class 3-A-L5 Interest, Class 3-A-L6 Interest, Class A-LP Interest,
Class B-L1 Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4
Interest, Class B-L5 Interest, Class B-L6 Interest, Class 3-BL1 Interest, Class
3-BL2 Interest, Class 3-BL3 Interest, Class 3-BL4 Interest, Class 3-BL5 Interest
and Class 3-BL6 Interest.
Majority in Interest: As to any Class of Regular Certificates, the
Holders of Certificates of such Class evidencing, in the aggregate, at least 51%
of the Percentage Interests evidenced by all Certificates of such Class.
Master Servicer: ▇▇▇▇▇ Fargo Bank Minnesota, N.A., a national
banking association, and its successors and assigns, in its capacity as Master
Servicer hereunder.
Master Servicer Event of Termination: As defined in Section 7.01
hereof.
Master Servicing Compensation: All investment earnings on amounts on
deposit in the Collection Account and the Distribution Account.
Master Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and master servicing of the
Mortgage Loans.
Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.04.
Moody's: ▇▇▇▇▇'▇ Investors Service, Inc., or any successor thereto.
If ▇▇▇▇▇'▇ is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b), the address for notices to Moody's shall be
▇▇▇▇▇'▇ Investors Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: Residential Mortgage Monitoring Group, or such other address as
Moody's may hereafter furnish to the Trustee, Depositor and the Master Servicer.
Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents delivered
to the Trustee or the Custodian, on behalf of the Trustee, to be added to the
Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Trustee or the Custodian on behalf of the Trustee to reflect
the addition of Eligible Substitute Mortgage Loans and the deletion of Deleted
Mortgage Loans pursuant to the provisions of this Agreement) transferred to the
Trustee as part of the Trust Fund and from time to time subject to this
Agreement, attached hereto as Schedule I, setting forth the following
information with respect to each Mortgage Loan: (1) the Mortgage Loan
identifying number; (2) the Mortgagor's first and last name; (3) the street
address of the Mortgaged Property including the city, state and zip code; (4)
the original principal balance of the Mortgage Loan; (5) the Scheduled Principal
Balance of the Mortgage Loan as of the close of business on the Cut-off Date;
(6) the unpaid principal balance of the Mortgage Loan as of the close of
business on the Cut-off Date; (7) the last scheduled Due Date on which a
Scheduled Payment was applied to the Scheduled Principal Balance; (8) the last
Due Date on which a Scheduled Payment was actually applied to the unpaid
principal balance; (9) the Mortgage Rate in effect immediately following
origination; (10) the Mortgage Rate in effect immediately following the Cut-off
Date (if different from (9)); (11) the amount of the Scheduled Payment at
origination; (12) the amount of the Scheduled Payment as of the Cut-off Date (if
different from (11)); (13) a code indicating whether the Mortgaged Property is
owner-occupied, a second home or an investor property; (14) a code indicating
whether the Mortgaged Property is a single family residence, a two-family
residence, a three-family residence, a four-family residence, a planned-unit
development, or a condominium; (15) a code indicating the loan purpose (i.e.,
purchase, rate/term refinance, cash-out refinance); (16) the stated maturity
date; (17) the original months to maturity; (18) the remaining months to
maturity from the Cut-off Date based on the original amortization schedule and,
if different, the remaining months to maturity expressed in the same manner but
based on the actual amortization schedule; (19) the origination date of the
Mortgage Loan; (20) the Loan-to-Value Ratio at origination; (21) the date on
which the first Scheduled Payment was due on the Mortgage Loan after the
origination date; (22) a code indicating if the Mortgage Loan is subject to a
Primary Insurance Policy and, if so, the name of the Qualified Mortgage Insurer,
the certificate number and the coverage amount of the Primary Insurance Policy;
(23) a code indicating whether the Mortgage Loan is subject to a prepayment
penalty and, if so, the term of such prepayment penalty; (24) the credit score
(or mortgage score) of the Mortgagor; (25) the debt-to-income ratio of the
Mortgage Loan; (26) a code indicating the Originator of the Mortgage Loan; and
(27) a code indicating whether the Mortgage Loan is a Group 1 Mortgage Loan,
Group 2 Mortgage Loan or Group 3 Mortgage Loan.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to the provisions hereof as from time to time are held
as a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property.
Mortgage Note: The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note
from time to time.
Mortgaged Property: The underlying property securing a Mortgage
Loan.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the Servicing Fee Rate. For
purposes of determining whether any Eligible Substitute Mortgage Loan is a Group
1 Discount Mortgage Loan or a Group 1 Non-Discount Mortgage Loan and for
purposes of calculating the A-P Percentage and Non-A-P Percentage, each Eligible
Substitute Mortgage Loan shall be deemed to have a Net Mortgage Rate equal to
the Net Mortgage Rate of the Deleted Mortgage Loan for which it is substituted.
Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount by which the aggregate of Prepayment Interest Shortfalls during the
related Prepayment Period exceeds the amount of Compensating Interest for such
Distribution Date.
Non-A-P Percentage: As to any Group 1 Discount Mortgage Loan, a
fraction (expressed as a percentage) the numerator of which is the Net Mortgage
Rate of such Group 1 Discount Mortgage Loan and the denominator of which is the
Required Coupon. As to any Group 1 Non-Discount Mortgage Loan, 100%. If Non-A-P
Percentage is used in this Agreement in connection with any Group 2 Mortgage
Loan or Group 3 Mortgage Loan, the Non-A-P Percentage shall be 100%.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the applicable Servicer or the Master Servicer, as the
case may be, that, in the good faith judgment of the applicable Servicer or the
Master Servicer, will not be ultimately recoverable by the applicable Servicer
or the Master Servicer from the related Mortgagor, related Liquidation Proceeds
or otherwise.
Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.
Notional Amount: With respect to any Distribution Date and the Class
1-A-6 Certificates, the Class 1-A-6 Notional Amount. With respect to any
Distribution Date and the Class 1-A-7 Certificates, the Class 1-A-7 Notional
Amount. With respect to any Distribution Date and the Class 2-A-2 Certificates,
the Class 2-A-4 Notional Amount. With respect to any Distribution Date and the
Class 3-A-4 Certificates, the Class 3-A-4 Notional Amount. With respect to any
Distribution Date and the Class A-X-1 Certificates, the Class A-X-1 Notional
Amount. With respect to any Distribution Date and the Class A-X-2 Certificates,
the Class A-X-2 Notional Amount. With respect to any Distribution Date and the
Class A-X-3 Certificates, the Class A-X-3 Notional Amount. With respect to any
Distribution Date and the Class 3-A-X Certificates, the Class 3-A-X Notional
Amount.
Offered Certificates: As specified in the Preliminary Statement.
Officer's Certificate: A certificate (i) signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, a Managing Director, a
Vice President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor or the Master Servicer, or (ii), if provided for in
this Agreement, signed by a Master Servicing Officer, as the case may be, and
delivered to the Depositor and the Trustee, as the case may be, as required by
this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor or the Master Servicer, including in-house counsel, reasonably
acceptable to the Trustee; provided, however, that with respect to the
interpretation or application of the REMIC Provisions, such counsel must (i) in
fact be independent of the Depositor and the Master Servicer, (ii) not have any
direct financial interest in the Depositor or the Master Servicer or in any
affiliate of either, and (iii) not be connected with the-Depositor or the Master
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Original Junior Principal Balance: The aggregate of the Class
Principal Balances of the Junior Certificates as of the Closing Date.
Originator: Each of Bank of America, Third Federal, WMBFA and WMB,
as applicable.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or delivered
to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which other
Certificates have been executed and delivered by the Trustee pursuant to
this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Scheduled Principal Balance greater than zero which was not the subject of a
Principal Prepayment in Full prior to such Due Date and which did not become a
Liquidated Loan prior to such Due Date.
Ownership Interest: As to any Residual Certificate, any ownership
interest in such Certificate including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial.
Pass-Through Rate: For any interest bearing Class of Certificates,
the per annum rate set forth or calculated in the manner described in the
Preliminary Statement.
Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.
Permitted Investments: At any time, any one or more of the
following obligations and securities:
(i) obligations of the United States or any agency thereof, provided
such obligations are backed by the full faith and credit of the United
States;
(ii) general obligations of or obligations guaranteed by any state
of the United States or the District of Columbia receiving the highest
long-term debt rating of each Rating Agency, or such lower rating as will
not result in the downgrading or withdrawal of the ratings then assigned
to the Certificates by either Rating Agency;
(iii) commercial or finance company paper which is then receiving
the highest commercial or finance company paper rating of each Rating
Agency, or such lower rating as will not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by either
Rating Agency;
(iv) certificates of deposit, demand or time deposits, or bankers'
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 long term unsecured
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 long-term unsecured debt obligations of
such holding company) are then rated in the highest long-term and the
highest short-term ratings of each Rating Agency for such securities, or
such lower ratings as will not result in the downgrading or withdrawal of
the rating then assigned to the Certificates by either Rating Agency;
(v) demand or time deposits or certificates of deposit issued by any
bank or trust company or savings institution to the extent that such
deposits are fully insured by the FDIC and are then rated in the highest
long-term and the highest short-term ratings of each Rating Agency for
such securities, or such lower ratings as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by either Rating Agency;
(vi) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation containing, at the time of the
issuance of such agreements, such terms and conditions as will not result
in the downgrading or withdrawal of the rating then assigned to the
Certificates by either Rating Agency;
(vii) repurchase obligations with respect to any security described
in clauses (i) and (ii) above, in either case entered into with a
depository institution or trust company (acting as principal) described in
clause (iv) above;
(viii) securities (other than stripped bonds, stripped coupons or
instruments sold at a purchase price in excess of 115% of the face amount
thereof) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States or any state thereof
which, at the time of such investment, have the highest rating of each
Rating Agency, or such lower rating as will not result in the downgrading
or withdrawal of the rating then assigned to the Certificates by either
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
(ix) units of a taxable money-market portfolio having the highest
rating assigned by each Rating Agency and restricted to obligations issued
or guaranteed by the United States of America or entities whose
obligations are backed by the full faith and credit of the United States
of America and repurchase agreements collateralized by such obligations;
(x) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, including any such fund that is managed by the
Trustee or Master Servicer or any affiliate of the Trustee or Master
Servicer or for which the Trustee or Master Servicer or any affiliate of
the Trustee or Master Servicer acts as an adviser as long as such fund is
rated in at least the highest rating category by each Rating Agency; and
(xi) such other investments bearing interest or sold at a discount
acceptable to each Rating Agency as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by either
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
provided that no such instrument shall be a Permitted Investment if such
instrument evidences the right to receive interest only payments with respect to
the obligations underlying such instrument.
Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership (except as
provided in applicable Treasury Regulations), or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate whose income is subject to United States federal income tax
purposes regardless of its source or a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust and
one or more Persons described in this clause (v) have the authority to control
all substantial decisions of the 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 United States persons) unless such Person has
furnished the transferor and the Trustee with a duly completed Internal Revenue
Service Form W-8ECI or any applicable successor form, (vi) any Person with
respect to whom income on any Residual Certificate is attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such Person or any other Person and (vii) any other Person
so designated by the Depositor based upon an Opinion of Counsel that the
Transfer of an Ownership Interest in a Residual Certificate to such Person may
cause the REMIC hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"international organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of ▇▇▇▇▇▇▇ Mac, a majority of its board of directors is not
selected by such government unit.
Person: Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government, or any agency or political subdivision thereof.
Physical Certificate: As specified in the Preliminary Statement.
Pool Principal Balance: As to any Distribution Date, the aggregate
of the Scheduled Principal Balances of the Mortgage Loans which were Outstanding
Mortgage Loans on the Due Date in the month preceding the month of such
Distribution Date.
Prepayment Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment received or, in the case of partial Principal
Prepayments, applied, during the month preceding the month of such Distribution
Date, the amount, if any, by which one month's interest at the related Net
Mortgage Rate on such Principal Prepayment exceeds the amount of interest paid
in connection with such Principal Prepayment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of such Distribution Date.
Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan.
Principal Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan that is received in advance of its scheduled Due Date and is not
accompanied by an amount representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment. Partial
Principal Prepayments will be applied by the applicable Servicers in accordance
with the terms of the related Purchase and Servicing Agreements and Partial
Principal Prepayments shall be applied by the applicable Servicers in accordance
with the terms of the related Mortgage Note, and to the extent the Mortgage Note
does not provide otherwise, the related Purchase and Servicing Agreement.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Private Certificate: As specified in the Preliminary Statement.
Pro Rata Share: As to any Distribution Date and any Mortgage Loan
(i) with respect to any of the Class A-X-1, Class A-X-2 and Class A-X-3
Certificates as to which such Mortgage Loan is in the Related Loan Group, (a)
the ratio that (x) the excess, if any, of the Net Mortgage Rate with respect to
such Mortgage Loan over the Required Coupon bears to (y) such Net Mortgage Rate
or (b) if the Net Mortgage Rate with respect to such Mortgage Loan does not
exceed the Required Coupon, zero, (ii) with respect to any Class of Senior
Certificates and any Class of Junior Certificates for which such Mortgage Loan
is not in the Related Loan Group and for the Class A-P Certificates, zero, and
(iii) with respect to each other Class of Senior Certificates and each other
Class of Junior Certificates as to which such Mortgage Loan is in the Related
Loan Group, the product of (a) the lesser of (I) the ratio that the Required
Coupon bears to such Net Mortgage Rate and (II) one, multiplied by (b) the ratio
that the amount calculated with respect to such Distribution Date for such Class
pursuant to clause (i) of the definition of Accrued Certificate Interest
(without giving effect to any reduction of such amount pursuant to Section
4.02(c)) bears to the amount calculated with respect to such Distribution Date
for all such Classes of Senior Certificates and for either (A) all Classes of
Group 1&2 Junior Certificates, in the case that such Mortgage Loan is a Group 1
or a Group 2 Mortgage Loan, or (B) all Classes of Group 3 Junior Certificates,
in the case that such Mortgage Loan is a Group 3 Mortgage Loan, pursuant to
clause (i) of the definition of Accrued Certificate Interest (without giving
effect to any reduction of such amount pursuant to Section 4.02(c)); provided,
however, that with respect to the calculation in (iii) above, such calculation
with respect to the Group 1&2 Junior Certificates shall be made as though each
Class of Group 1&2 Junior Certificates had a Class Principal Balance equal to
its pro rata share (based on Class Principal Balance) of the Group Subordinate
Amount for the Group which includes such Mortgage Loan, and provided further
that, in the event the Pro Rata Share for any Class of Group 1 or Group 2
Certificates as so calculated exceeds the portion of the Accrued Certificate
Interest for such Class in accordance with clause (i) of the definition thereof
without adjustment for Section 4.02(c) other than reduction for Net Prepayment
Interest Shortfalls, the amount of such excess shall be allocated to the other
Classes of Group 1 and Group 2 Certificates based on Accrued Certificate
Interest pursuant to such clause (i) without adjustment pursuant to Section
4.02(c), and shall be treated as the Pro Rata Share of each such Class.
Prospectus Supplement: The Prospectus Supplement dated August
27, 2002 relating to the Offered Certificates.
Protected Account: An account established and maintained for the
benefit of Certificateholders by each Servicer with respect to the related
Mortgage Loans and with respect to REO Property pursuant to the respective
Purchase and Servicing Agreements.
PUD: Planned Unit Development.
Purchase and Servicing Agreements:
(1) The Mortgage Loan Sale and Servicing Agreement, dated as of
June 1, 2002, between the Transferor, as purchaser and Bank of America, as
seller and servicer;
(2) The Mortgage Loan Sale and Servicing Agreement, dated as July
1, 2002, between the Transferor, as purchaser and Third Federal as seller and
servicer:
(3) The Mortgage Loan Purchase and Sale Agreement, dated as of June
1, 2002, between the Transferor, as purchaser and WMBFA, WMB, WMFSB, as seller;
(4) The Servicing Agreement, dated as of June 1, 2002, between the
Transferor, and WMBFA, as servicer;
Purchase Price: With respect to any Mortgage Loan required to be
purchased by an Originator or the Transferor pursuant to Section 2.02 or 2.03
hereof, an amount equal to the sum of (i) 100% of the unpaid principal balance
of the Mortgage Loan on the date of such purchase, and (ii) accrued and unpaid
interest thereon at the applicable Net Mortgage Rate from the date through which
interest was last paid by the Mortgagor or the applicable Servicer or the Master
Servicer, as the case may be, made an Advance in respect thereof (which was not
reimbursed) to the Due Date in the month in which the Purchase Price is to be
distributed to Certificateholders.
Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
▇▇▇▇▇▇ ▇▇▇-approved mortgage insurer and having a claims paying ability rating
of at least "AA" or equivalent rating by a nationally recognized statistical
rating organization. Any replacement insurer with respect to a Mortgage Loan
must have at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.
Qualified Mortgage Insurer: American Guaranty Corporation,
Commonwealth Mortgage Assurance Company, General Electric Mortgage Insurance
Companies, Mortgage Guaranty Insurance Corporation, PMI Mortgage Insurance
Company, Republic Mortgage Insurance Company or United Guaranty Residential
Insurance Corporation, as long as such mortgage insurer remains ▇▇▇▇▇▇ Mae and
▇▇▇▇▇▇▇ Mac approved.
Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If any such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Loan, an amount (not
less than zero or more than the Scheduled Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Scheduled Principal
Balance of the Liquidated Loan as of the date of such liquidation, plus (ii)
interest at the Net Mortgage Rate from the Due Date as to which interest was
last paid or advanced (and not reimbursed) to Certificateholders up to the Due
Date in the month in which Liquidation Proceeds are required to be distributed
on the Scheduled Principal Balance of such Liquidated Loan from time to time,
minus (iii) the Liquidation Proceeds, if any, received during the month in which
such liquidation occurred, to the extent applied as recoveries of interest at
the Net Mortgage Rate and to principal of the Liquidated Loan. With respect to
each Mortgage Loan which has become the subject of a Deficient Valuation, if the
principal amount due under the related Mortgage Note has been reduced, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation.
Record Date: With respect to any Distribution Date and each Class of
Certificates (other than the Class 1-A-5, Class 1-A-6, Class 2-A-3, Class 2-A-4,
Class 3-A-3 and Class 3-A-4 Certificates), the close of business on the last
Business Day of the month preceding the month in which such Distribution Date
occurs. With respect to any Distribution Date and the Class 1-A-5, Class 1-A-6,
Class 2-A-3, Class 2-A-4, Class 3-A-3 and Class 3-A-4 Certificates, the Business
Day immediately preceding such Distribution Date.
Refinancing Mortgage Loan: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.
Regular Certificates: As specified in the Preliminary Statement.
Related Loan Group: With respect to the Group 1 Certificates, Loan
Group 1; with respect to the Group 2 Certificates, Loan Group 2; with respect to
the Group 3 Certificates, Loan Group 3; with respect to the Group 1&2 Junior
Certificates, Loan Group 1 and Loan Group 2; and with respect to the Group 3
Junior Certificates, Loan Group 3.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended or any comparable state statute (including the comparable provisions
under the California Military and Veterans Code, as amended).
Relief Act Reductions: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued thereon for such month pursuant to the Mortgage
Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after the
Closing Date.
REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Required Coupon: With respect to the Group 1 Mortgage Loans, 6.00%.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under the
applicable Purchase and Servicing Agreement.
Residual Certificates: As specified in the Preliminary Statement.
Responsible Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary,
any Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
having direct responsibility for the administration of this Agreement and also
to whom, with respect to a particular matter, such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Restricted Classes: As defined in Section 4.02(d).
S&P: Standard & Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc. If S&P is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to S&P shall be Standard &
Poor's, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Mortgage
Surveillance Monitoring, or such other address as S&P may hereafter furnish to
the Trustee, Depositor and the Master Servicer.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related
Relief Act Reduction, any related Debt Service Reduction and any Deficient
Valuation that affects the amount of the monthly payment due on such Mortgage
Loan.
Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the unpaid principal balance of such Mortgage Loan as of the
Due Date in the month preceding the month in which such Distribution Date occurs
as specified in the amortization schedule at the time relating thereto (before
any adjustment to such amortization schedule by reason of any moratorium or
similar waiver or grace period) after giving effect to any previous partial
Principal Prepayments and Liquidation Proceeds allocable to principal (other
than with respect to any Liquidated Loan) received during the Prepayment Period
for the prior Distribution Date, and to the payment of principal due on such Due
Date and irrespective of any delinquency in payment by the related Mortgagor.
Scheduled Principal Payments: With respect to any Distribution Date,
the amounts referred to in clause (i) of the definition of "Senior Optimal
Principal Amount" related to Loan Group 1.
Securities Act: The Securities Act of 1933, as amended.
Senior Certificates: As specified in the Preliminary Statement.
Senior Optimal Principal Amount: For any Distribution Date and any
Loan Group, the sum for all Mortgage Loans in such Loan Group of (i) the Senior
Percentage of Non-A-P Percentage of all amounts described in clauses (a) through
(d) of the definition of "Group ▇ ▇▇▇-▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇," in the case
of Loan Group 1, or "Group 2 Formula Principal Amount," in the case of Loan
Group 2 or "Group 3 Formula Principal Amount," in the case of Loan Group 3, for
such Distribution Date, (ii) with respect to each Mortgage Loan that became a
Liquidated Loan during the calendar month preceding the month of such
Distribution Date, the lesser of (A) the Senior Percentage of the Non-A-P
Percentage of the Scheduled Principal Balance of such Mortgage Loan, or (B)
either (a) the Senior Prepayment Percentage, or (b) if an Excess Loss was
sustained with respect to such Liquidated Loan during such prior calendar month,
the Senior Percentage, of the Non-A-P Percentage of the amount of the
Liquidation Proceeds allocable to principal received with respect to such
Mortgage Loan, and (iii) the Senior Prepayment Percentage of the Non-A-P
Percentage of the amounts described in clause (f) of the definition of "Group 1
Non-A-P Formula Principal Amount" for such Distribution Date; provided, however,
that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a
Mortgage Loan that is not a Liquidated Loan, the Senior Optimal Principal Amount
will be reduced on the related Distribution Date by the Senior Percentage of the
Non-A-P Percentage of the principal portion of such Bankruptcy Loss.
Senior Percentage: As to any Distribution Date and any Loan Group,
the percentage equivalent of a fraction the numerator of which is the aggregate
of the Class Principal Balances of each Class of Senior Certificates in such
Certificate Group (other than any of the Class 1-A-6, Class 1-A-7, Class 2-A-4,
Class 3-A-4, Class A-X-1, Class A-X-2, Class A-X-3, Class 3-A-X or Class A-P
Certificates related to such Certificate Group) immediately preceding such
Distribution Date and the denominator of which is the aggregate for all Mortgage
Loans in such Loan Group of the Non-A-P Percentage multiplied by the Scheduled
Principal Balance of each such Mortgage Loan immediately preceding such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date during the
five years beginning on the first Distribution Date, 100%. The Senior Prepayment
Percentage for any Loan Group and any Distribution Date occurring on or after
the fifth anniversary of the first Distribution Date will, except as provided
herein, be as follows: for any Distribution Date in the first year thereafter,
the Senior Percentage for such Loan Group plus 70% of the Junior Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
second year thereafter, the Senior Percentage for such Loan Group plus 60% of
the Junior Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the third year thereafter, the Senior Percentage for such
Loan Group plus 40% of the Junior Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the fourth year thereafter, the
Senior Percentage for such Loan Group plus 20% of the Junior Percentage for such
Loan Group for such Distribution Date; and for any Distribution Date thereafter,
the Senior Percentage for such Loan Group for such Distribution Date (unless on
any Distribution Date the Senior Percentage exceeds the initial Senior
Percentage, in which case the Senior Prepayment Percentage for such Distribution
Date will once again equal 100%). Notwithstanding the foregoing, no decrease in
the Senior Prepayment Percentage will occur unless both of the Senior Step Down
Conditions are satisfied.
Senior Step Down Conditions: As of the last day of the month
preceding the applicable Distribution Date as to which any decrease in the
Senior Prepayment Percentage applies, (i) the aggregate Scheduled Principal
Balance of all Mortgage Loans delinquent 60 days or more, as a percentage of the
aggregate principal balance of the Junior Certificates on such Distribution
Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with
respect to the Mortgage Loans do not exceed (a) with respect to the Distribution
Date on the fifth anniversary of the first Distribution Date, 30% of the
Original Junior Principal Balance, (b) with respect to the Distribution Date on
the sixth anniversary of the first Distribution Date, 35% of the Original Junior
Principal Balance, (c) with respect to the Distribution Date on the seventh
anniversary of the first Distribution Date, 40% of the Original Junior Principal
Balance, (d) with respect to the Distribution Date on the eighth anniversary of
the first Distribution Date, 45% of the Original Junior Principal Balance and
(e) with respect to the Distribution Date on the ninth anniversary of the first
Distribution Date, 50% of the Original Junior Principal Balance.
Servicer: (A) With respect to the Bank of American Mortgage Loans,
Bank of America, (B) with respect to the Third Federal Mortgage Loans, Third
Federal, and (C) with respect to the WMBFA Mortgage Loans, WMBFA.
Servicer Advance Date: With respect to any Distribution Date, the
18th day of each calendar month, or if such 18th day is not a Business Day, the
immediately succeeding Business Day.
Servicer Remittance Date: With respect to any Distribution Date, the
18th day of each calendar month, or if such 18th day is not a Business Day, the
immediately succeeding Business Day.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Master Servicer of
its master servicing obligations or the applicable Servicer, as the case may be,
of its servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to the Master Servicer or the applicable Servicer, as the
case may be, pursuant to Section 3.11 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.09, and
any other expenses permitted to be reimbursed to a Servicer under the related
Purchase and Servicing Agreement.
Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount payable out of each full payment of interest received on such Mortgage
Loan and equal to one-twelfth of the Servicing Fee Rate multiplied by the
Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the
month of such Distribution Date (prior to giving effect to any Scheduled
Payments due on such Mortgage Loan on such Due Date), subject to reduction as
provided in Section 3.14.
Servicing Fee Rate: With respect to each Mortgage Loan, 0.25% per
annum.
Similar Law: As defined in Section 5.02(b) hereof.
Special Hazard Coverage Termination Date: The point in time at which
the Special Hazard Loss Coverage Amount is reduced to zero.
Special Hazard Loss: Any Realized Loss as reported by the applicable
Servicer to the Master Servicer suffered by a Mortgaged Property on account of
direct physical loss but not including (i) any loss of a type covered by a
hazard insurance policy or a flood insurance policy required to be maintained
with respect to such Mortgaged Property pursuant to Section 3.11 to the extent
of the amount of such loss covered thereby, or (ii) any loss caused by or
resulting from:
(a) normal wear and tear;
(b) fraud, conversion or other dishonest act on the part of the
Trustee, any Servicer the Master Servicer or any of their agents or
employees (without regard to any portion of the loss not covered by any
errors and omissions policy);
(c) errors in design, faulty workmanship or faulty materials,
unless the collapse of the property or a part thereof ensues and then only
for the ensuing loss;
(d) nuclear or chemical reaction or nuclear radiation or
radioactive or chemical contamination, all whether controlled or
uncontrolled, and whether such loss be direct or indirect, proximate or
remote or be in whole or in part caused by, contributed to or aggravated
by a peril covered by the definition of the term "Special Hazard Loss";
(e) hostile or warlike action in time of peace and war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using
military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(f) any weapon of war employing nuclear fission, fusion or other
radioactive force, whether in time of peace or war; or
(g) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority or risks of contraband or illegal transportation or
trade.
Special Hazard Loss Coverage Amount: (A) With respect to any
Distribution Date, and Loan Group 1 and Loan Group 2, $8,992,000 less (i) the
aggregate amount of Special Hazard Losses that would have been previously
allocated to the Group 1&2 Junior Certificates in the absence of the Loss
Allocation Limitation and (ii) the Adjustment Amount for Loan Group 1 and Loan
Group 2, in each case, for such Distribution Date and all prior Distribution
Dates. As of any Distribution Date after the related Cross-Over Date, the
Special Hazard Loss Coverage Amount for Loan Group 1 and Loan Group 2 will be
zero. (B) With respect to any Distribution Date, and Loan Group 3, $2,189,000,
less (i) the aggregate amount of Special Hazard Losses that would have been
previously allocated to the Group 3 Junior Certificates in the absence of the
Loss Allocation Limitation and (ii) the Adjustment Amount for Loan Group 3, in
each case, for such Distribution Date and all prior Distribution Dates. As of
any Distribution Date after the related Cross-Over Date, the Special Hazard Loss
Coverage Amount for Group 3 will be zero. All principal balances for the purpose
of this definition will be calculated as of the first day of the calendar month
preceding the month of such Distribution Date after giving effect to Scheduled
Payments on the Mortgage Loans then due, whether or not paid. As of any
Distribution Date after the related Cross-Over Date, the applicable Special
Hazard Loss Coverage Amount shall be zero.
Special Hazard Mortgage Loan: A Liquidated Loan as to which a
Special Hazard Loss has occurred.
Startup Day: The Closing Date.
Stripped Interest Rate: With respect to each Group 1 Non-Discount
Mortgage Loan and Group 2 Mortgage Loan, the excess of the Net Mortgage Rate for
such Mortgage Loan over 6.00% per annum. With respect to each Group 3 Mortgage
Loan, the excess of the Net Mortgage Rate for such Mortgage Loan over 6.25% per
annum.
Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03.
Tax Matters Person: The Holder of the Class A-R or Class A-LR
Certificates designated as "tax matters person" in the manner provided under
Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section
301.6231(a)(7)-1.
Third Federal: Third Federal Savings and Loan Association of
Cleveland, a federal savings association, and its successors and assigns, in its
capacity as seller of the Bank One Mortgage Loans to the Loan Seller.
Third Federal Mortgage Loans: The Mortgage Loans transferred to the
Loan Seller pursuant to the Third Federal Purchase and Servicing Agreement.
Third Federal Purchase and Servicing Agreement: The Mortgage Loan
Sale and Servicing Agreement, dated as of July 1, 2002, between the Loan Seller
and Third Federal, as the same may be amended from time to time.
Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.
Transferor: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., a New
York corporation, seller of Mortgage Loans to the Depositor pursuant to the ▇▇▇▇
of Sale.
Trust: As defined in Section 2.01(c).
Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Purchase and Servicing Agreements (other than any rights of the
Depositor to indemnification by any Originator with respect to breaches of
representations and warranties made by such Originator therein, which
indemnification provisions are set forth in (A) Section 7.03 of the Bank of
America Purchase and Servicing Agreement, (B) Section 3.3 of the WAMU Purchase
and Servicing Agreement and (C) Section 6.03 and 7.03 of the Third Federal
Purchase and Servicing Agreement and, which rights shall, in each case, be
retained by the Depositor) and the Assignment Agreements, (ii) the Mortgage
Loans and all interest and principal received on or with respect thereto after
the Cut-off Date to the extent not applied in computing the Cut-off Date
Principal Balance thereof; (iii) the Collection Account and the Distribution
Account all amounts deposited therein pursuant to the applicable provisions of
this Agreement; (iv) property that secured a Mortgage Loan and has been acquired
by foreclosure, deed-in-lieu of foreclosure or otherwise; and (v) all proceeds
of the conversion, voluntary or involuntary, of any of the foregoing.
Trustee: Bank One, N.A., a national banking association, and its
successors and, if a successor trustee is appointed hereunder, such successor.
Undercollateralized Group: Either Certificate Group 1 or Certificate
Group 2 on any Distribution Date the aggregate Certificate Principal Balance of
the Senior Certificates of which (after giving effect to distributions to be
made on such Distribution Date) is greater than the Pool Principal Balance of
the related Loan Group as of the following Distribution Date (in the case of
Loan Group 1, net of the A-P Percentage of the Group 1 Discount Mortgage Loans).
Unscheduled Principal Payments: With respect to any Distribution
Date, the amounts referred to in clauses (ii) and (iii) of the definition
"Senior Optimal Principal Amount" related to Loan Group 1.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) the Class 1-A-6, Class 1-A-7, Class 2-A-4, Class 3-A-4, Class
A-X-1, Class A-X-2, Class A-X-3, Class 3-A-X Certificates will each be entitled
to 2% of all Voting Rights (such Voting Rights to be allocated among the holders
of Certificates of each such Class in accordance with their respective
Percentage Interests), and (b) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Principal Balances of their respective Certificates on such date.
WAMU: Collectively, WMB and WMBFA.
WAMU Mortgage Loans: The Mortgage Loans transferred to the Loan
Seller pursuant to the WAMU Purchase and Servicing Agreement.
WAMU Purchase and Servicing Agreement: The Mortgage Loan Purchase
and Sale Agreement, dated as of June 1, 2002, between the Loan Seller and WAMU,
as the same may be amended from time to time.
Weighted Average Group 1 Stripped Interest Rate: With respect to any
Distribution Date and the Group 1 Mortgage Loans, a fraction, (a) the numerator
of which is equal to the weighted average of the Stripped Interest Rates for the
Group 1 Mortgage Loans weighted on the basis of the Non-A-P Percentage of the
Scheduled Principal Balances of those Mortgage Loans as of the Due Date in the
month immediately prior to the month in which such Distribution Date occurs
(after taking into account Scheduled Payments of principal due on such Due Date,
whether or not received) and (b) the denominator of which is equal to 6.00%.
Weighted Average Group 2 Stripped Interest Rate: With respect to any
Distribution Date and the Group 2 Mortgage Loans, a fraction, (a) the numerator
of which is equal to the weighted average of the Stripped Interest Rates for the
Group 2 Mortgage Loans weighted on the basis of the Scheduled Principal Balances
of those Mortgage Loans as of the Due Date in the month immediately prior to the
month in which such Distribution Date occurs (after taking into account
Scheduled Payments of principal due on such Due Date, whether or not received)
and (b) the denominator of which is equal to 6.00%.
Weighted Average Group 3 Stripped Interest Rate: With respect to any
Distribution Date and the Group 3 Mortgage Loans, a fraction, (a) the numerator
of which is equal to the weighted average of the Stripped Interest Rates for the
Group 3 Mortgage Loans weighted on the basis of the Scheduled Principal Balances
of those Mortgage Loans as of the Due Date in the month immediately prior to the
month in which such Distribution Date occurs (after taking into account
Scheduled Payments of principal due on such Due Date, whether or not received)
and (b) the denominator of which is equal to 6.25%.
WMB: Washington Mutual Bank, a Washington State chartered stock
savings bank, and its successors and assigns.
WMBFA: Washington Mutual Bank, FA, a savings association organized
under the laws of the United States, and its successors and assigns.
WMBFSB: Washington Mutual Bank fsb, a savings bank organized under
the laws of the United States, and its Successors and Assignors.
Section 1.01. Certain Calculations.
Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the
parties hereto, all calculations of interest (other than as provided in the
Mortgage Loan documents) provided for herein shall be made on the basis of a
360-day year consisting of twelve 30-day months.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee for the benefit of the Certificateholders, without recourse, all the
right, title and interest of the Depositor in and to the Trust Fund together
with all rights assigned by the Transferor to the Depositor, pursuant to the
▇▇▇▇ of Sale and, solely with respect to the Mortgage Loans, all of the
Transferor's right, title and interest in and to the Purchase and Servicing
Agreements (other than any rights of the Depositor to indemnification by any
Originator with respect to breaches of representations and warranties made by
such Originator therein, which indemnification provisions are set forth in (i)
Section 7.03 of the Bank of America Purchase and Servicing Agreement, (ii)
Section 3.3 of the WAMU Purchase and Servicing Agreement and (iii) Section 7.03
of the Third Federal Purchase and Servicing Agreement and, which rights shall,
in each case, be retained by the Depositor). In connection with the foregoing
assignments, the Transferor has caused Bank of America, Third Federal, WMBFA and
WMB to enter into Assignment Agreements.
(b) In connection with the transfer and assignment set forth in
clause (a) above, the Depositor has delivered or caused to be delivered to the
Trustee or the Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders the following documents or instruments with respect to each
Mortgage Loan so assigned:
(i) the original Mortgage Note endorsed by manual or facsimile
signature in blank in the following form: "Pay to the order of ___________
without recourse," with all intervening endorsements showing a complete
chain of endorsement from the originator to the Person endorsing the
Mortgage Note (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note); or, with respect to any
Lost Mortgage Note, a lost note affidavit from the related Originator or
the Transferor stating that the original Mortgage Note was lost or
destroyed, together with a copy of such Mortgage Note;
(ii) except as provided below, the original recorded Mortgage or a
copy of such Mortgage certified by the related Originator as being a true
and complete copy of the Mortgage;
(iii) a duly executed assignment of the Mortgage (which may be
included in a blanket assignment or assignments), endorsed in the
following form: Bank One, N.A., a national banking association, in trust
for the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. Trust 2002-WL1 for the
benefit of the Holders of the Mortgage Pass-Though Certificates, Series
2002-WL1" together with, except as provided below, all interim recorded
assignments of such mortgage (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect the
assignment of and transfer to the assignee thereof, under the Mortgage to
which the assignment relates); provided that, if the related Mortgage has
not been returned from the applicable public recording office, such
assignment of the Mortgage may exclude the information to be provided by
the recording office;
(iv) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
(v) except as provided below, the original or duplicate original
lender's title policy and all riders thereto.
If in connection with any Mortgage Loan the Depositor cannot deliver
(a) the original recorded Mortgage, (b) all interim recorded assignments or (c)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii) or (v) above, respectively, concurrently with
the execution and delivery hereof because such document or documents have not
been returned from the applicable public recording office in the case of clause
(ii) or (iii) above, or because the title policy has not been delivered to
either the Trustee, the Custodian or the Depositor by the applicable title
insurer in the case of clause (v) above, the Depositor shall promptly deliver to
the Trustee or the Custodian, on the Trustee's behalf, in the case of clause
(ii) or (iii) above, such original Mortgage or such interim assignment, as the
case may be, with evidence of recording indicated thereon upon receipt thereof
from the public recording office, or a copy thereof, certified, if appropriate,
by the relevant recording office, but in no event shall any such delivery of the
original Mortgage and each such interim assignment or a copy thereof, certified,
if appropriate, by the relevant recording office, be made later than one year
following the Closing Date, or, in the case of clause (v) above, no later than
120 days following the Closing Date; provided, however, in the event the
Depositor is unable to deliver by such date each Mortgage and each such interim
assignment by reason of the fact that any such documents have not been returned
by the appropriate recording office, or, in the case of each such interim
assignment, because the related Mortgage has not been returned by the
appropriate recording office, the Depositor shall deliver such documents to the
Trustee or the Custodian, on the Trustee's behalf, as promptly as possible upon
receipt thereof and, in any event, within 720 days following the Closing Date.
The Depositor shall forward or cause to be forwarded to the Trustee or the
Custodian, on the Trustee's behalf, (a) from time to time additional original
documents evidencing an assumption or modification of a Mortgage Loan and (b)
any other documents required to be delivered by the Depositor to the Trustee or
the Custodian, on the Trustee's behalf. In the event that the original Mortgage
is not delivered and in connection with the payment in full of the related
Mortgage Loan and the public recording office requires the presentation of a
"lost instruments affidavit and indemnity" or any equivalent document, because
only a copy of the Mortgage can be delivered with the instrument of satisfaction
or reconveyance, the Trustee or the Custodian, on the Trustee's behalf, shall
execute and deliver or cause to be executed and delivered such a document to the
public recording office. In the case where a public recording office retains the
original recorded Mortgage or in the case where a Mortgage is lost after
recordation in a public recording office, the Transferor shall deliver to the
Trustee or the Custodian, on the Trustee's behalf, a copy of such Mortgage
certified by such public recording office to be a true and complete copy of the
original recorded Mortgage.
As promptly as practicable subsequent to such transfer and
assignment, set forth in clause (a) above and in any event, within ninety (90)
days thereafter, Depositor shall (i) cause each assignment of Mortgage to be in
proper form for recording in the appropriate public office for real property
records and (ii) cause to be delivered for recording in the appropriate public
office for real property records the assignments of the Mortgages to the
Trustee, except that recordation shall not be required for any assignment which
relates to a Mortgage Loan (a) the Mortgaged Property relating to which is
located in any state that recordation of assignments of Mortgage is not required
by any Rating Agency in order to maintain the initial ratings on the
Certificates on the Closing Date or (b) in any other jurisdiction under the laws
of which an Opinion of Counsel has been delivered to the Trustee stating the
recordation of such assignment is not necessary to protect the Trustee's and the
Certificateholders' interest in the related Mortgage Loan.
In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee or the Custodian, on the Trustee's behalf, will deposit in the
Collection Account the portion of such payment that is required to be deposited
in the Collection Account pursuant to Section 3.07 hereof.
(c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust (the "Trust") to be known, for convenience, as "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Capital I Inc. Trust 2002-WL1" and Bank One, N.A., is hereby appointed as
Trustee in accordance with the provisions of this Agreement.
Section 2.02. Acceptance by Trustee of the Mortgage Loans.
The Trustee or the Custodian, on the Trustee's behalf, shall
acknowledge receipt of the documents identified in the Initial Certification in
the form annexed hereto as Exhibit F and shall declare that it holds and will
hold such documents and the other documents delivered to it constituting the
Custodial Files, and each of the Trustee or the Custodian, on the Trustee's
behalf, and Trustee together declare that it holds or will hold such other
assets as are included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders. The Trustee or the
Custodian, on the Trustee's behalf, shall acknowledge that it will maintain
possession of the Mortgage Notes in the State of California, unless otherwise
permitted by the Rating Agencies and the Trustee.
The Trustee or the Custodian, on the Trustee's behalf, shall execute
and deliver on the Closing Date to the Depositor and the Trustee an Initial
Certification in the form annexed hereto as Exhibit F. Based on its review and
examination, and only as to the documents identified in such Initial
Certification, the Trustee or the Custodian, on the Trustee's behalf, shall
acknowledge, subject to any applicable exceptions noted on Exhibit F, that such
documents appear regular on their face and relate to such Mortgage Loan. The
Trustee or the Custodian, on the Trustee's behalf, shall be under no duty or
obligation to (i) inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded in the real estate records or that they are other than what they
purport to be on their face or (ii) determine whether the Custodial File should
include any of the documents specified in Section 2.01(b)(iv) unless the
Mortgage Loan Schedule indicates that such documents are applicable.
Not later than 90 days after the Closing Date, the Trustee or the
Custodian, on the Trustee's behalf, shall deliver to the Depositor, the Trustee
and the Transferor a Final Certification in the form annexed hereto as Exhibit
G, with any applicable exceptions noted thereon. The Trustee or the Custodian,
on the Trustee's behalf, shall make available, upon request of any
Certificateholder, a copy of any exceptions noted on the Initial Certification
or the Final Certification. The Trustee or the Custodian, on the Trustee's
behalf, shall make available, upon request of the Trustee, the identity of the
Originator for any Mortgage Loan with a material exception.
If, in the course of such review, the Trustee or the Custodian, on
the Trustee's behalf, finds any document constituting a part of a Mortgage File
which does not meet the requirements of Section 2.01, the Trustee or the
Custodian, on the Trustee's behalf, shall list such as an exception in the Final
Certification; provided, however, that the Trustee or the Custodian, on the
Trustee's behalf, shall not make any determination as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note,
(ii) any assignment is in recordable form or is sufficient to effect the
assignment of and transfer to the assignee thereof under the mortgage to which
the assignment relates or (iii) the Custodial File should include any of the
documents specified in Section 2.01(b)(iv) unless the Mortgage Loan Schedule
indicates that such documents are applicable. The Trustee shall enforce the
applicable duties of any Originator to correct and cure such document defects
pursuant to the terms of the related Purchase and Servicing Agreements and if
the related Originator fails to correct or cure the defect within a period of
time specified in the related Purchase and Servicing Agreement and such defect
materially and adversely affects the interests of the Certificateholders in the
related Mortgage Loan, the Trustee shall enforce the Originator's obligation
pursuant to the related Purchase and Servicing Agreement or the Transferor's
obligation hereunder, to purchase such Mortgage Loan at the Purchase Price. Any
such purchase of a Mortgage Loan shall not be effected prior to the delivery to
the Trustee or the Custodian, on the Trustee's behalf, of a Request for Release
substantially in the form of Exhibit L. The Purchase Price for any such Mortgage
Loan shall be paid by the applicable Originator or the Transferor to the Master
Servicer for deposit in the Collection Account on or prior to the Distribution
Account Deposit Date for the Distribution Date in the month following the month
of repurchase and, upon receipt of such deposit, the Trustee or the Custodian,
on the Trustee's behalf, shall release the related Mortgage File to such
Originator and the Trustee shall execute and deliver at such Originator's or the
Transferor's request such instruments of transfer or assignment prepared by such
Originator, in each case without recourse, representation or warranty, as shall
be necessary to vest in such Originator, or a designee, the Trustee's interest
in any Mortgage Loan released pursuant hereto.
The Trustee or the Custodian, on the Trustee's behalf, shall retain
possession and custody of each Custodial File in accordance with and subject to
the terms and conditions set forth herein. Pursuant to the terms of the related
Purchase and Servicing Agreement, the Master Servicer will cause each of the
related Servicers to promptly deliver to it or the Custodian, on behalf of the
Trustee, and thereupon will promptly deposit within each Custodial File, upon
the execution or receipt thereof, the originals of such other documents or
instruments constituting the Custodial File as come into the possession of the
related Servicers from time to time.
It is understood and agreed that the obligations of an Originator,
pursuant to the applicable Purchase and Servicing Agreement, and the Transferor,
hereunder, to purchase any Mortgage Loan which does not meet the requirements of
Section 2.01 above or substitute for the related Mortgage Loan an Eligible
Substitute Mortgage Loan shall constitute the sole remedy respecting such defect
available to the Trustee, the Depositor and any Certificateholder.
Section 2.03. Remedies for Breaches of Representations and
Warranties.
The Transferor hereby makes the representations and warranties set
forth in Schedule II hereto with respect to the Bank of America Mortgage Loans,
and by this reference incorporated herein, to the Depositor and the Trustee, as
of the Closing Date, or if so specified therein, as of the Cut-off Date.
Upon discovery by any of the parties hereto of a breach of a
representation or warranty made by the Transferor pursuant to this Section 2.03
or by an Originator under the related Purchase and Servicing Agreement that
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties. A breach which causes a Mortgage Loan not to
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, will be deemed automatically to materially and adversely affect the
interests of the Certificateholders in such Mortgage Loan. Upon receiving notice
of a breach the Trustee shall in turn notify the applicable Originator or the
Transferor, as applicable, of such breach. The Trustee shall enforce (and, in
the case of clause (i) that follows, the Transferor shall cooperate with the
Trustee in such enforcement) the obligations of (i) the applicable Originator in
accordance with the related Purchase and Servicing Agreement, to correct or cure
any such breach of a representation or warranty made pursuant to the related
Purchase and Servicing Agreement within the time period specified in the related
Purchase and Servicing Agreement and (ii) the Transferor in accordance with this
Section 2.03 to correct or cure any such breach of a representation or warranty
made herein, and if the Originator or the Transferor, as applicable, fails to
correct or cure the defect within such period, and such defect materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Trustee shall enforce the Originator's obligation, pursuant
to the related Purchase and Servicing Agreement, or the Transferor's obligations
hereunder, as the case may be, to (i) purchase such Mortgage Loan at the
Purchase Price or (ii) substitute for the related Mortgage Loan a Substitute
Mortgage Loan, in each case, such Mortgage Loan (a "Deleted Mortgage Loan") will
be removed from the Trust Fund.
The Transferor hereby covenants that within sixty (60) days of the
earlier of its discovery or its receipt of written notice from any party of a
breach of any representation or warranty made pursuant to this Section 2.03
which materially and adversely affects the interests of the Certificateholders
in any Mortgage Loan it shall cure such breach in all material respects, and if
such breach is not so cured, shall, (i) if such sixty (60) day period expires
prior to the second anniversary of the Closing Date, remove such Deleted
Mortgage Loan from the Trust Fund and substitute in its place an Eligible
Substitute Mortgage Loan or Loans into the Trust Fund, in the manner and subject
to the conditions set forth in this Section; or (ii) repurchase the affected
Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the
manner set forth below. The Transferor shall promptly reimburse the Master
Servicer and the Trustee for any expenses reasonably incurred by the Master
Servicer or the Trustee in respect of enforcing the remedies for such breach by
the Transferor.
With respect to any Eligible Substitute Mortgage Loan or Loans, the
Transferor shall deliver to the Trustee or Custodian, on behalf of the Trustee,
for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the
related assignment of the Mortgage, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage
assigned as required by Section 2.01. Any substitution made by an Originator
will be made in accordance with the terms of the related Purchase and Servicing
Agreement which terms shall be enforced by the Trustee. No substitution is
permitted to be made on any day in any calendar month after the Determination
Date for such month.
With respect to substitutions made by the Transferor, Scheduled
Payments due with respect to Eligible Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Transferor on the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will include the monthly
payment due on any Deleted Mortgage Loan for such month and thereafter the
Transferor shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Trustee or the Custodian on its behalf shall amend
the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect
the removal of such Deleted Mortgage Loan and the substitution of the Eligible
Substitute Mortgage Loan or Loans and the Trustee or the Custodian on its behalf
shall deliver the amended Mortgage Loan Schedule to the Master Servicer. Upon
such substitution, the Eligible Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement in all respects, and the Transferor shall
be deemed to have made with respect to such Eligible Substitute Mortgage Loan or
Loans, as of the date of substitution, the representations and warranties made
pursuant to this Section 2.03 with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Collection Account of the amount required to
be deposited therein in connection with such substitution as described in the
following paragraph, the Custodian shall release the Custodial File held for the
benefit of the Certificateholders relating to such Deleted Mortgage Loan to the
applicable Originator or the Transferor and shall execute and deliver or cause
the Trustee to execute and deliver at Originator's or Transferor's direction
such instruments of transfer or assignment prepared by the Originator or
Transferor, in each case without recourse, representation or warranty, as shall
be necessary to vest title in the Originator or Transferor, as applicable, or
its designee, the Trustee's interest in any Deleted Mortgage Loan substituted
for pursuant to this Section 2.03.
For any month in which an Originator or the Transferor substitutes
one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer will determine the amount (if any) by which the
aggregate principal balance of all such Eligible Substitute Mortgage Loans as of
the date of substitution is less than the aggregate Scheduled Principal Balance
of all such Deleted Mortgage Loans (after application of the scheduled principal
portion of the monthly payments due in the month of substitution). The amount of
such shortage (the "Substitution Adjustment Amount") plus an amount equal to the
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
Loans shall be deposited in the Collection Account by the Transferor (or if such
substitution is made by an Originator, the Master Servicer, upon receipt thereof
from an Originator) on or before the Distribution Account Deposit Date for the
Distribution Date in the month succeeding the calendar month during which the
related Mortgage Loan became required to be purchased or replaced hereunder.
In the event that an Originator or the Transferor, as applicable,
shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be
deposited in the Collection Account pursuant to Section 3.07 on or before the
Distribution Account Deposit Date for the Distribution Date in the month
following the month during which such Originator or Transferor became obligated
hereunder to repurchase or replace such Mortgage Loan and upon such deposit of
the Purchase Price and receipt of a Request for Release in the form of Exhibit L
hereto, the Trustee or the Custodian, on behalf of the Trustee shall release the
related Mortgage File held for the benefit of the Certificateholders to such
Person, and the Trustee shall execute and deliver at such Person's direction
such instruments of transfer or assignment prepared by such Person, in each case
without recourse, representation or warranty, as shall be necessary to transfer
title from the Trustee. It is understood and agreed that the obligation under
this Agreement of any Person to cure, repurchase or replace any Mortgage Loan as
to which a breach has occurred and is continuing shall constitute the sole
remedies against such Persons respecting such matters available to
Certificateholders, the Depositor or the Trustee on their behalf.
The provisions of this Section 2.03 shall survive the conveyance and
assignment of the Mortgage Files to the Trustee and the delivery of the
respective Mortgage Files to the Trustee or the Custodian, on behalf of the
Trustee for the benefit of the Trustee and the Certificateholders.
Section 2.04. Representations and Warranties of the Depositor as
to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with
respect to each Mortgage Loan as of the date hereof or such other date set forth
herein that as of the Closing Date, and following the transfer of the Mortgage
Loans to it by the Transferor, the Depositor had good title to the Mortgage
Loans and the Mortgage Notes were subject to no offsets, liens, defenses or
counterclaims.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the Mortgage Files to
the Trustee or the Custodian, on behalf of the Trustee. Upon discovery by the
Depositor, the Transferor, the Master Servicer or the Trustee of a breach of any
of the foregoing representations and warranties set forth in this Section 2.04
(referred to herein as a "breach"), which breach materially and adversely
affects the interest of the Certificateholders, the party discovering such
breach shall give prompt written notice to the others and to each Rating Agency.
Section 2.05. [Reserved.]
Section 2.06. Execution and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of the
Trust Fund and acknowledges the issuance of the Lower-Tier REMIC Regular
Interests and the Class A-LR Certificates in exchange therefor. The Trustee
further acknowledges the transfer and assignment to it of the Lower-Tier REMIC
Regular Interests and, concurrently with such transfer and assignment, has
executed, authenticated and delivered to or upon the order of the Depositor, the
Certificates in authorized denominations evidencing directly or indirectly the
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund
and the Lower-Tier REMIC Regular Interests and to exercise the rights referred
to above for the benefit of all present and future Holders of the Certificates
and to perform the duties set forth in this Agreement in accordance with its
terms.
Section 2.07. REMIC Matters.
The Preliminary Statement sets forth the designations as "regular
interests" or "residual interests" and "latest possible maturity date" for
federal income tax purposes of all interests created hereby. The "Startup Day"
for purposes of the REMIC Provisions shall be the Closing Date. Each REMIC's
fiscal year shall be the calendar year.
The Class 1-A-6 Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class 1-A-L4/5 Interest equal to the product of (i) the product of (x) 8.00%
minus LIBOR, subject to a maximum rate of 8.00% and a minimum rate of 0.000% and
(y) 0.166666667 and (ii) a notional amount equal to the principal amount of the
Class 1-A-L4/5 Interest, which corresponds to the Class Principal Balances of
the Class 1-A-4 and Class 1-A-5 Certificates.
The Class 1-A-7 Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class 1-A-L2/3 Interest equal to the product of (i) 0.250% and (ii) a notional
amount equal to the principal amount of the Class 1-A-L2/3 Interest, which
corresponds to the Class Principal Balances of the Class 1-A-2 and Class 1-A-3
Certificates, immediately prior to such Distribution Date.
The Class 2-A-4 Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class 2-A-L2/3 Interest equal to the product of (i) 8.00% minus LIBOR, subject
to a maximum rate of 8.00% and a minimum rate of 0.000% and (ii) a notional
amount equal to the principal amount of the Class 2-A-L2/3 Interest, which
correspond to the Class Principal Balances of the Class 2-A-2 and Class 2-A-3
Certificates.
The Class 3-A-4 Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class 3-A-L2/3 Interest equal to the product of (i) 7.950% minus LIBOR, subject
to a maximum rate of 7.950% and a minimum rate of 0.000% and (ii) a notional
amount equal to the principal amount of the Class 3-A-L2/3 Interest, which
correspond to the Class Principal Balances of the Class 3-A-2 and Class 3-A-3
Certificates.
The Class A-X-1 Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class 1-A-L1, Class 1-A-L2/3, and Class 1-A-L4/5 Interests equal to the product
of (i) the excess of (A) the pass-through rate for such Lower-Tier REMIC Regular
Interests (which equals the Group 1 Non-AP Net WAC Rate for the related
Distribution Date) over (B) 6.00% and (ii) the aggregate principal amount of
such Lower-Tier REMIC Regular Interests, which correspond to the Class Principal
Balances of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4 and Class
1-A-5 Certificates.
The Class A-X-2 Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class 2-A-L1, Class 2-A-L2/3, and Class 2-A-LR Interests equal to the product of
(i) the excess of (A) the pass-through rate for such Lower-Tier REMIC Regular
Interests (which equals the Group 2 Net WAC Rate for the related Distribution
Date) over (B) 6.00% and (ii) the aggregate principal amount of such Lower-Tier
REMIC Regular Interests, which correspond to the Class Principal Balances of the
Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class A-R Certificates.
The Class A-X-3 Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class B-L1, Class B-L2, and Class B-L3 Interests equal to the product of (i) the
excess of (A) the pass-through rate for such Lower-Tier REMIC Regular Interests
(which equals the weighted average of the Group 1 Non-A-P Net WAC Rate and the
Group 2 Net WAC Rate for the related Distribution Date, weighted on the basis of
the related Group Subordinate Amounts on such Distribution Date) over (B) 6.00%
and (ii) the aggregate principal amount of such Lower-Tier REMIC Regular
Interests, which correspond to the Class Principal Balances of the Class B-L1,
Class B-L2 and Class B-L3 Certificates.
The Class 3-A-X Certificates shall represent a "specified portion,"
within the meaning of the REMIC Provisions, of the interest payments on the
Class 3-A-L2/3, Class 3-A-L5 and Class 3-A-L6 Interests equal to the product of
(i) the excess of (A) the pass-through rate for such Lower-Tier REMIC Regular
Interests (which equals the Group 3 Net WAC Rate for the related Distribution
Date) over (B) 6.25% and (ii) the aggregate principal amount of such Lower-Tier
REMIC Regular Interests, which correspond to the Class Principal Balances of the
Class 3-A-2, Class 3-A-3, Class 3-A-5 and Class 3-A-6 Certificates.
Section 2.08. Representations and Warranties of the Master
Servicer.
The Master Servicer hereby represents and warrants to the Depositor
and the Trustee, as of the Closing Date, or if so specified herein, as of the
Cut-off Date:
(a) The Master Servicer is a national banking association and is
validly existing and in good standing under the laws of the United States of
America.
(b) The Master Servicer has the full power and authority to master
service each Mortgage Loan, and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary action on the part of the Master Servicer the
execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other
parties thereto, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with its terms,
except that (a) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(c) The execution and delivery of this Agreement by the Master
Servicer, and the master servicing of the Mortgage Loans by the Master Servicer
under this Agreement, and the fulfillment of or compliance with the terms
thereof are in the ordinary course of business of the Master Servicer and will
not (A) result in a material breach of any term or provision of the articles of
incorporation or by-laws of the Master Servicer or (B) materially conflict with,
result in a material breach, violation or acceleration of, or result in a
material default under, the terms of any other material agreement or instrument
to which the Master Servicer is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation applicable
to the Master Servicer of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Master Servicer; and the Master
Servicer is not in breach or violation of any material indenture or other
material agreement or instrument, or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or governmental
body having jurisdiction over it which breach or violation may materially impair
the Master Servicer's ability to perform or meet any of its obligations under
this Agreement.
(d) The Master Servicer or an affiliate thereof is an approved
servicer of conventional mortgage loans for ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac and is a
mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act.
(e) No litigation is pending or threatened against the Master
Servicer that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Master Servicer to master
service the Mortgage Loans or to perform any of its other obligations under this
Agreement in accordance with the terms thereof.
(f) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Master Servicer of, or compliance by the Master Servicer
with, this Agreement or if any such consent, approval, authorization or order is
required, the Master Servicer has obtained the same.
ARTICLE III
ADMINISTRATION AND MASTER SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicing of Mortgage Loans.
For and on behalf of the Certificateholders, the Master Servicer
shall supervise, monitor and oversee the obligation of the Servicers to service
and administer their respective Mortgage Loans in accordance with the terms of
the applicable Purchase and Servicing Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent with
this Agreement and with customary and usual standards of practice of prudent
mortgage loan master servicers. Furthermore, the Master Servicer shall oversee
and consult with each Servicer as necessary from time-to-time to carry out the
Master Servicer's obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the Master Servicer by each
Servicer and shall cause each Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by such Servicer under
the applicable Purchase and Servicing Agreement. The Master Servicer shall
independently and separately monitor each Servicer's servicing activities with
respect to each related Mortgage Loan, reconcile the results of such monitoring
with such information provided in the previous sentence on a monthly basis and
coordinate corrective adjustments to the Servicers' and Master Servicer's
records, and based on such reconciled and corrected information, prepare the
statements specified in Section 4.04 and any other information and statements
required hereunder. The Master Servicer shall reconcile the results of its
Mortgage Loan monitoring with the actual remittances of the Servicers to the
Collection Account pursuant to the applicable Purchase and Servicing Agreements.
Notwithstanding any provision in this Agreement to the contrary, it
is understood and agreed by the Depositor, the Trustee and the
Certificateholders, that the Master Servicer is not responsible for the actual
servicing of the Mortgage Loans by the Servicers; that the Master Servicer shall
not have any responsibility to cause any Servicer to take any action or omit to
take any action with respect to the servicing of any Mortgage Loan, as specified
from time to time in this Agreement, unless such act or omission also is
required under the provisions of such Servicer's Purchase and Servicing
Agreement; and that the Master Servicer shall have no liability for any acts or
omissions of any Servicer taken or made in compliance with its Purchase and
Servicing Agreement.
Section 3.02. Monitoring of Servicers.
(a) The Master Servicer shall be responsible for reporting to the
Trustee and the Depositor the compliance by each Servicer with its duties under
the related Purchase and Servicing Agreement. In the review of each Servicer's
activities, the Master Servicer may rely upon an officer's certificate of the
Servicer with regard to such Servicer's compliance with the terms of its
Purchase and Servicing Agreement. In the event that the Master Servicer, in its
judgment, determines that a Servicer should be terminated in accordance with its
Purchase and Servicing Agreement, or that a notice should be sent pursuant to
such Purchase and Servicing Agreement with respect to the occurrence of an event
that, unless cured, would constitute grounds for such termination, the Master
Servicer shall notify the Depositor and the Trustee thereof and the Master
Servicer shall issue such notice or take such other action as it deems
appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Purchase and Servicing Agreement, and shall, in the event that a
Servicer fails to perform its obligations in accordance with the related
Purchase and Servicing Agreement, subject to the preceding paragraph, terminate
the rights and obligations of such Servicer thereunder and act as successor
Servicer of the related Mortgage Loans or cause the Trustee to enter in to a new
Purchase and Servicing Agreement with a successor Servicer selected by the
Master Servicer; provided, however, it is understood and acknowledged by the
parties hereto that there will be a period of transition (not to exceed 90 days)
before the actual servicing functions can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of Purchase and Servicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Master Servicer shall pay the costs of such enforcement at its own expense,
provided that the Master Servicer shall not be required to prosecute or defend
any legal action except to the extent that the Master Servicer shall have
received reasonable indemnity for its costs and expenses in pursuing such action
or except as provided in subsection (c) below.
(c) To the extent that the costs and expenses of the Master
Servicer related to any termination of a Servicer, appointment of a successor
Servicer or the transfer and assumption of servicing by the Master Servicer with
respect to any Purchase and Servicing Agreement (including, without limitation,
(i) all legal costs and expenses and all due diligence costs and expenses
associated with an evaluation of the potential termination of the Servicer as a
result of an event of default by such Servicer and (ii) all costs and expenses
associated with the complete transfer of servicing, including all servicing
files and all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the successor servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
successor service to service the Mortgage Loans in accordance with the related
Purchase and Servicing Agreement) are not fully and timely reimbursed by the
terminated Servicer, the Master Servicer shall be entitled to reimbursement of
such costs and expenses from the Collection Account.
(d) The Master Servicer shall require each Servicer to comply with
the remittance requirements and other obligations set forth in the related
Purchase and Servicing Agreement.
(e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer, if any, that
it replaces.
Section 3.03. [Reserved]
Section 3.04. Rights of the Depositor and the Trustee in Respect of
the Master Servicer.
The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer hereunder and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Master Servicer hereunder; provided that the Master
Servicer shall not be relieved of any of its obligations hereunder by virtue of
such performance by the Depositor or its designee. Neither the Trustee nor the
Depositor shall have any responsibility or liability for any action or failure
to act by the Master Servicer nor shall the Trustee or the Depositor be
obligated to supervise the performance of the Master Servicer hereunder or
otherwise.
Section 3.05. Trustee to Act as Master Servicer.
In the event that the Master Servicer shall for any reason no longer
be the Master Servicer hereunder (including by reason of a Master Servicer Event
of Termination), the Trustee or its successor shall in accordance with Section
7.02 thereupon assume all of the rights and obligations of the Master Servicer
hereunder arising thereafter (except that the Trustee shall not be (i) liable
for losses of the Master Servicer pursuant to Section 3.09 hereof or any acts or
omissions of the predecessor Master Servicer hereunder), (ii) obligated to make
Advances if it is prohibited from doing so by applicable law or (iii) deemed to
have made any representations and warranties of the Master Servicer pursuant to
Section 2.09 hereunder). Any such assumption shall be subject to Section 7.02
hereof. If the Master Servicer shall for any reason no longer be the Master
Servicer (including by reason of any Master Servicer Event of Termination), the
Trustee or its successor may, but shall not be obligated to, succeed to any
rights and obligations of the Master Servicer under each subservicing agreement.
The Master Servicer shall, upon request of the Trustee, but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each subservicing agreement or substitute subservicing
agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected or held by it and otherwise use its best efforts
to effect the orderly and efficient transfer of the substitute subservicing
agreement to the assuming party.
The Trustee or successor master servicer shall be entitled to be
reimbursed from the Master Servicer for all costs associated with the transfer
of master servicing from the Master Servicer, including, without limitation, any
costs or expenses associated with the complete transfer of all master servicing
data and the completion, correction or manipulation of such master servicing
data as may be required by the Trustee or successor master servicer to correct
any errors or insufficiencies in the master servicing data or otherwise to
enable the Trustee or successor master servicer to master service the Mortgage
Loans properly and effectively.
If the Master Servicer does not pay such reimbursement within thirty
(30) days of its receipt of an invoice therefor, such reimbursement shall be an
expense of the Trust and the Trustee shall be entitled to withdraw such
reimbursement from amounts on deposit in the Distribution Account pursuant to
Section 3.10(b)(iv); provided that the Master Servicer shall reimburse the Trust
for any such expense incurred by the Trust.
Section 3.06. Protected Accounts.
(a) The Master Servicer shall enforce the obligation of each
Servicer to establish and maintain a Protected Account in accordance with the
applicable Purchase and Servicing Agreement, with records to be kept with
respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
shall be deposited within 48 hours (or as of such other time specified in the
related Purchase and Servicing Agreement) of receipt all collections of
principal and interest on any Mortgage Loan and with respect to any REO Property
received by a Servicer, including Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds, and advances made from the Servicer's own funds (less
servicing compensation as permitted by the applicable Purchase and Servicing
Agreement in the case of any Servicer) and all other amounts to be deposited in
the Protected Account.
(b) In accordance with the terms of the applicable Purchase and
Servicing Agreement, amounts on deposit in a Protected Account may be invested
by the applicable Servicer in investments specified in such Purchase and
Servicing Agreement. The income earned from such investments shall be paid to
the related Servicer under the applicable Purchase and Servicing Agreement, and
the risk of loss of moneys required to be distributed to the Certificateholders
resulting from such investments shall be borne by and be the risk of the related
Servicer. The related Servicer (to the extent provided in the Purchase and
Servicing Agreement) shall deposit the amount of any such loss in the Protected
Account.
Section 3.07. Collection of Mortgage Loan Payments; Collection
Account; Distribution Account.
(a) The Master Servicer shall enforce the obligation of the
Servicers to collect all payments called for under the terms and provisions of
the Mortgage Loans to the extent such procedures shall be consistent with the
applicable Purchase and Servicing Agreement and the terms and provisions of any
related Required Insurance Policy.
(b) The Master Servicer shall establish and maintain a Collection
Account into which the Master Servicer shall deposit or cause to be deposited
within two Business Days of receipt, except as otherwise specifically provided
herein, the following payments and collections remitted by the Servicers, or
received by it in respect of Mortgage Loans subsequent to the Cut-off Date
(other than in respect of principal and interest due on the Mortgage Loans on or
before the Cut-off Date) and the following amounts required to be deposited
hereunder:
(i) all payments on account of principal on the Mortgage Loans,
including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans, net
of the related Servicing Fee;
(iii) all Insurance Proceeds and Liquidation Proceeds, other than
proceeds to be applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the applicable
Servicer's normal servicing procedures;
(iv) any amount required to be deposited by the Master Servicer
pursuant to Section 3.07(e) in connection with any losses on Permitted
Investments;
(v) any amounts in respect of REO property proceeds, Liquidation
Proceeds or net monthly rental income from REO Property pursuant to
Section 3.15 hereof or the Purchase and Servicing Agreements;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Master Servicer pursuant to Section
4.01;
(viii) any amount paid by a Servicer in connection with a deductible
clause in a blanket hazard insurance policy;
(ix) Compensating Interest Payments; and
(x) any other amounts required to be deposited hereunder.
In the event that the Master Servicer shall deposit into the
Collection Account any amount not required to be deposited, it may at any time
withdraw such amount from the Collection Account, any provision herein to the
contrary notwithstanding. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. All funds
deposited in the Collection Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.10.
(c) (Reserved)
(d) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution Account and retain therein the following:
(i) the aggregate amount remitted by the Master Servicer to the
Trustee pursuant to Section 3.10(ix);
(ii) any amount deposited by the Master Servicer pursuant to Section
3.07(e) in connection with any losses on Permitted Investments; and
(iii) any other amounts described hereunder which are required to be
deposited in the Distribution Account.
In the event that the Master Servicer shall remit any amount not
required to be remitted, it may at any time direct the Trustee to withdraw such
amount from the Distribution Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in the
Distribution Account. All funds deposited in the Distribution Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.08. In
no event shall the Trustee incur liability for withdrawals from the Distribution
Account at the direction of the Master Servicer.
(e) Each institution at which the Collection Account or
Distribution Account is maintained shall invest the funds on deposit in the
Collection Account or Distribution Account as directed in writing by the Master
Servicer, in Permitted Investments. Funds invested in the Collection Account
shall mature not later than the Business Day next preceding the related
Distribution Account Deposit Date (except that if such Permitted Investment is
an obligation of or is managed by the institution that maintains such account,
then such Permitted Investment shall mature not later than such Distribution
Account Deposit Date). The Trustee shall invest funds on deposit in the
Distribution Account in Permitted Investments as directed by the Master Servicer
which Permitted Investments shall mature not later than the Business Day next
preceding the Distribution Date (except that if such Permitted Investment is an
obligation of or is managed by the institution that maintains such fund or
account, then such Permitted Investment shall mature not later than such
Distribution Date). Permitted Investments in respect of the Collection Account
or the Distribution Account shall not be sold or disposed of prior to their
maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. All income and gain net of
any losses realized from any such investment of funds on deposit in the
Collection Account shall be for the benefit of the Master Servicer as master
servicing compensation and shall be remitted to it monthly as provided herein.
The amount of any realized losses in the Collection Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Master Servicer in the Collection Account or paid to the Trustee by wire
transfer of immediately available funds for deposit into the Distribution
Account. All income and gain net of any losses realized from any such investment
of funds on deposit in the Distribution Account shall be for the benefit of the
Master Servicer as additional compensation and shall be remitted to it monthly
as provided herein. The amount of any realized losses in the Distribution
Account incurred in any such account in respect of any such investments shall
promptly be deposited by the Master Servicer in the Distribution Account. The
Trustee shall not be liable for the amount of any loss incurred in respect of
any investment or lack of investment of funds held in the Collection Account
(except to the extent the Trustee is the obligor and has defaulted thereon) or
the Distribution Account and made in accordance with this Section 3.07. In the
absence of written instructions by the Master Servicer to invest funds held in
the Distribution Account, all funds on deposit thereon shall remain uninvested.
(f) The Master Servicer shall give notice to the Trustee, each
Rating Agency and the Depositor of any proposed change of the location of the
Collection Account prior to any change thereof. The Trustee shall give notice to
the Master Servicer, each Rating Agency and the Depositor of any proposed change
of the location of the Distribution Account prior to any change thereof.
Section 3.08. Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
(a) To the extent required by the related Purchase and Servicing
Agreement and by the related Mortgage Note and not violative of current law, the
Master Servicer shall require each Servicer to establish and maintain one or
more accounts (each, an "Escrow Account") and deposit and retain therein all
collections from the Mortgagors (or advances by such Servicer) for the payment
of taxes, assessments, hazard insurance premiums or comparable items for the
account of the Mortgagors. Nothing herein shall require the Master Servicer to
compel a Servicer to establish an Escrow Account in violation of applicable law.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
The Master Servicer shall afford and (to the extent provided in the
Purchase and Servicing Agreements) shall require the Servicers to afford the
Depositor and the Trustee reasonable access to all records and documentation
regarding the Mortgage Loans and all accounts, insurance information and other
matters relating to this Agreement or the Purchase and Servicing Agreement, such
access being afforded without charge, but only upon reasonable request and
during normal business hours at the office designated by the Master Servicer or
the applicable Servicer.
Upon reasonable advance notice in writing, the Master Servicer will
provide or (to the extent provided in the Purchase and Servicing Agreements)
shall require the Servicers to provide to each Certificateholder which is a
savings and loan association, bank or insurance company certain reports and
reasonable access to information and documentation regarding the Mortgage Loans
sufficient to permit such Certificateholder to comply with applicable
regulations of the OTS or other regulatory authorities with respect to
investment in the Certificates; provided that the Master Servicer or the
applicable Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Master Servicer or the
applicable Servicer in providing such reports and access.
Section 3.10. Permitted Withdrawals from the Collection Account
and Distribution Account.
(a) The Master Servicer may from time to time make withdrawals
from the Collection Account for the following purposes:
(i) to pay to the Servicers (to the extent not previously retained
by them), the servicing compensation to which they are entitled pursuant
to the applicable Purchase and Servicing Agreement, and to pay to the
Master Servicer, earnings on or investment income with respect to funds in
or credited to the Collection Account;
(ii) to reimburse the Servicers or the Master Servicer for
unreimbursed Advances made by it, such right of reimbursement pursuant to
this subclause (ii) being limited to amounts received on the Mortgage
Loan(s) in respect of which any such Advance was made;
(iii) to reimburse the Servicers or the Master Servicer for any
Nonrecoverable Advance previously made;
(iv) to reimburse the Servicers for Insured Expenses from the
related Insurance Proceeds;
(v) to reimburse the Servicers for (a) unreimbursed Servicing
Advances, the Servicers' right to reimbursement pursuant to this clause
(a) with respect to any Mortgage Loan being limited to amounts received on
such Mortgage Loan(s) which represent late recoveries of the payments for
which such advances were made and (b) for unpaid Servicing Fees;
(vi) to pay to the purchaser, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased pursuant to
Section 2.02 or 2.03, all amounts received thereon after the date of such
purchase;
(vii) to reimburse the Transferor, the Master Servicer or the
Depositor for expenses or indemnities incurred by any of them and
reimbursable pursuant to Section 6.03 hereof;
(viii) to withdraw any amount deposited in the Collection Account
and not required to be deposited therein;
(ix) on or prior to 3:00 p.m. New York time on the Distribution
Account Deposit Date, to withdraw an amount equal to the related Group 1
Available Funds, Group 2 Available Funds and Group 3 Available Funds for
such Distribution Date and remit by wire transfer of immediately available
funds such amount to the Trustee for deposit in the Distribution Account;
(x) to reimburse the Master Servicer for any costs or expenses
incurred by it and reimburseable pursuant to Section 3.02; and
(xi) to clear and terminate the Collection Account upon termination
of this Agreement pursuant to Section 9.01 hereof.
The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account pursuant to such subclauses (i), (ii),
(iv), (v) and (vi). Prior to making any withdrawal from the Collection Account
pursuant to subclause (iii), the Master Servicer shall deliver to the Trustee an
Officer's Certificate of a Master Servicing Officer (or any similar certificate
required to be delivered by a Servicer pursuant to its Purchase and Servicing
Agreement) indicating the amount of any previous Advance determined by the
Master Servicer (or the Servicer, as applicable) to be a Nonrecoverable Advance
and identifying the related Mortgage Loans(s), and their respective portions of
such Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Distribution Account
for distributions to Certificateholders, in the manner specified in this
Agreement (and to withhold from the amounts so withdrawn, the amount of any
taxes that it is authorized to withhold pursuant to the last paragraph of
Section 8.11). In addition, the Trustee may from time to time make withdrawals
from the Distribution Account for the following purposes:
(i) To withdraw and pay to the Custodian any indemnity or expense
owed to it pursuant to the Custodial Agreement;
(ii) to pay to the Master Servicer earnings on or investment income
with respect to funds in or credited to the Distribution Account;
(iii) to withdraw and return to the Master Servicer any amount
deposited in the Distribution Account and not required to be deposited
therein; and
(iv) to withdraw any indemnity, expense or other reimbursement owed
to it pursuant to this Agreement, including, without limitation, Section
3.05, Section 7.02, Section 8.05 and Section 10.02; and
(v) to clear and terminate the Distribution Account upon termination
of the Agreement pursuant to Section 9.01 hereof.
Section 3.11. Maintenance of Hazard Insurance; Maintenance of
Primary Insurance Policies.
(a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the related Purchase and Servicing Agreements
to maintain or cause to be maintained standard fire and casualty insurance and,
where applicable, flood insurance, all in accordance with the provisions of the
related Purchase and Servicing Agreements. It is understood and agreed that such
insurance shall be with insurers meeting the eligibility requirements set forth
in the applicable Purchase and Servicing Agreement and that no earthquake or
other additional insurance is to be required of any Mortgagor or to be
maintained on property acquired in respect of a defaulted loan, other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance.
(b) Pursuant to Sections 3.07 and 3.08, any amounts received by
the Master Servicer with respect to any hazard insurance policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the Mortgagor in accordance with the
applicable Purchase and Servicing Agreement) shall be deposited into the
Collection Account, subject to withdrawal pursuant to Sections 3.07 and 3.08.
Any cost incurred by any Servicer in maintaining any such insurance if the
Mortgagor defaults in its obligation to do so shall be added to the amount owing
under the Mortgage Loan where the terms of the Mortgage Loan so permit;
provided, however, that (to the extent provided in the related Purchase and
Servicing Agreement) the addition of any such cost shall not be taken into
account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by such Servicer pursuant to
Sections 3.07 and 3.08.
Section 3.12. Presentment of Claims and Collection of Proceeds.
The Master Servicer shall (to the extent provided in the applicable
Purchase and Servicing Agreement) cause the related Servicer to, prepare and
present on behalf of the Trustee and the Certificateholders all claims under the
Insurance Policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in
respect of such policies, bonds or contracts shall be promptly deposited in the
Collection Account upon receipt by the Master Servicer, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on the
related Mortgage Loan to the insurer under any applicable Insurance Policy need
not be so deposited (or remitted).
Section 3.13. Maintenance of the Primary Insurance Policies.
(a) The Master Servicer shall not take, or permit any Servicer (to
the extent such action is prohibited under the applicable Purchase and Servicing
Agreement) to take, any action that would result in noncoverage under any
applicable Primary Insurance Policy of any loss which, but for the actions of
such Master Servicer or Servicer, would have been covered thereunder. The Master
Servicer shall use its best reasonable efforts to cause each Servicer (to the
extent required under the related Purchase and Servicing Agreement) to keep in
force and effect (to the extent that the Mortgage Loan requires the Mortgagor to
maintain such insurance), primary mortgage insurance applicable to each Mortgage
Loan in accordance with the provisions of this Agreement and the related
Purchase and Servicing Agreement, as applicable. The Master Servicer shall not,
and shall not permit any Servicer (to the extent required under the related
Purchase and Servicing Agreement) to, cancel or refuse to renew any such Primary
Insurance Policy that is in effect at the date of the initial issuance of the
Mortgage Note and is required to be kept in force hereunder except in accordance
with the provisions of this Agreement and the related Purchase and Servicing
Agreement, as applicable.
(b) The Master Servicer agrees to cause each Servicer (to the
extent required under the related Purchase and Servicing Agreement) to present,
on behalf of the Trustee and the Certificateholders, claims to the insurer under
any Primary Insurance Policies and, in this regard, to take such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Sections 3.07 and
3.08, any amounts collected by the Master Servicer or any Servicer under any
Primary Mortgage Insurance Policies shall be deposited in the Collection
Account, subject to withdrawal pursuant to Sections 3.07 and 3.08.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
The Master Servicer shall cause each Servicer (to the extent
required under the related Purchase and Servicing Agreement) to foreclose upon,
repossess or otherwise comparably convert the ownership of Mortgaged Properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments, all in accordance with the applicable Purchase and Servicing
Agreement.
Section 3.15. REO Property.
(a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the Master Servicer shall (to
the extent provided in the related Purchase and Servicing Agreement) cause the
Servicer to have the deed or certificate of sale issued to the Trustee, or to
its nominee, on behalf of the related Certificateholders. The Master Servicer
shall, to the extent provided in the applicable Purchase and Servicing
Agreement, cause the applicable Servicer to sell, any REO Property as
expeditiously as possible and in accordance with the provisions of the related
Purchase and Servicing Agreement, as applicable. Pursuant to its efforts to sell
such REO Property, the Master Servicer shall cause the applicable Servicer to
protect and conserve, such REO Property in the manner and to the extent required
by the applicable Purchase and Servicing Agreement, subject to the REMIC
Provisions.
(b) The Master Servicer shall, to the extent required by the
related Purchase and Servicing Agreement, cause the applicable Servicer to
deposit all funds collected and received in connection with the operation of any
REO Property in the Protected Account.
(c) The Master Servicer and the applicable Servicer, upon the
final disposition of any REO Property, shall be entitled to reimbursement for
any related unreimbursed Monthly Advances and other unreimbursed advances as
well as any unpaid Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that any
such unreimbursed Monthly Advances as well as any unpaid Servicing Fees may be
reimbursed or paid, as the case may be, prior to final disposition, out of any
net rental income or other net amounts derived from such REO Property.
(d) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the applicable Servicer as provided above shall
(to the extent provided in the related Purchase and Servicing Agreement) be
deposited in the Protected Account on or prior to the Servicer Remittance Date
in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the related
Collection Account.
In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall enforce the obligation of the related
Servicer to dispose of such Mortgaged Property prior to the close of the third
calendar year after the year in which the Trust Fund acquires such Mortgaged
Property unless the Servicer shall have applied for and received an extension of
such period from the Internal Revenue Service, in which case the Trust Fund may
continue to hold such Mortgaged Property for the period of such extension.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
in such a manner or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the
imposition of any federal, state or local income taxes on the income earned from
such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
the related Servicer, has agreed to indemnify and hold harmless the Trust Fund
with respect to the imposition of any such taxes.
In the event of a default on a Mortgage Loan one or more of whose
obligor is not a United States Person, as that term is defined in Section
7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a
deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Master Servicer will cause the applicable Servicer to comply
with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any
successor thereto) necessary to assure that no withholding tax obligation arises
with respect to the proceeds of such foreclosure except to the extent, if any,
that proceeds of such foreclosure are required to be remitted to the obligors on
such Mortgage Loan.
Section 3.16. Due-on-Sale Clauses; Assumption Agreements.
To the extent provided in the applicable Purchase and Servicing
Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Servicers to enforce such clauses in
accordance with the applicable Purchase and Servicing Agreement. If applicable
law prohibits the enforcement of a due-on-sale clause or such clause is
otherwise not enforced in accordance with the applicable Purchase and Servicing
Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be released from liability in accordance with the applicable
Purchase and Servicing Agreement.
Section 3.17. Trustee to Cooperate; Release of Mortgage Files.
Upon (i) the payment in full of any Mortgage Loan, or the receipt by
the Trustee or the Custodian, on behalf of the Trustee, of a notification that
payment in full will be escrowed in a manner customary for such purposes or (ii)
otherwise in connection with the servicing of any Mortgage Loan, the Trustee or
the Custodian, on behalf of the Trustee, will, upon receipt of notification from
the related Servicer pursuant to the applicable Purchase and Servicing
Agreement, release the related Custodial File to the related Servicer. Upon
notification, the Trustee shall at the Custodian's direction execute and deliver
to the applicable Servicer the request for reconveyance, deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing the lien of the
Mortgage in each case provided by the Servicer, together with the Mortgage Note
with written evidence of cancellation thereon. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor.
Section 3.18. Documents, Records and Funds in Possession of
Master Servicer to Be Held for the Trustee.
Notwithstanding any other provisions of this Agreement, the Trustee
or the Custodian, on behalf of the Trustee, shall place within the Mortgage File
and the Master Servicer shall cause each Servicer to transmit to the Trustee or
the Custodian, on behalf of the Trustee, to the extent required by the related
Purchase and Servicing Agreement all documents and instruments in respect of a
Mortgage Loan coming into the possession of the Trustee or the Custodian, on
behalf of the Trustee, or related Servicer from time to time and the Master
Servicer shall account fully to the Trustee for any funds received by the Master
Servicer from the related Servicer as Liquidation Proceeds or Insurance Proceeds
in respect of any Mortgage Loan. All funds collected or held by, or under the
control of, the Master Servicer or related Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from
Liquidation Proceeds, including but not limited to, any funds on deposit in the
Collection Account or any Protected Account, shall be held by the Master
Servicer or the related Servicer for and on behalf of the Trustee and shall be
and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement and the related Purchase and Servicing
Agreement. The Master Servicer also agrees that it shall not create, incur or
subject any Mortgage File or any funds that are deposited in the Collection
Account, Distribution Account or any Escrow Account maintained by it, or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.
Section 3.19. Master Servicing Compensation.
As compensation for its activities hereunder, the Master Servicer
shall be entitled to retain or withdraw from the Collection Account and the
Distribution Account an amount equal to all investment income gained on amounts
held in the Collection Account and the Distribution Account.
Section 3.20. Access to Certain Documentation.
The Master Servicer shall provide and cause each Servicer to provide
in accordance with the related Purchase and Servicing Agreement to the OTS and
the FDIC and to comparable regulatory authorities supervising Holders of Junior
Certificates and the examiners and supervisory agents of the OTS, the FDIC and
such other authorities, access to the documentation regarding the Mortgage Loans
required by applicable regulations of the OTS and the FDIC. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices designated by the Master Servicer
and the related Servicer. Nothing in this Section shall limit the obligation of
the Master Servicer and the related Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of the Master Servicer or the related Servicer to provide access as provided in
this Section as a result of such obligation shall not constitute a breach of
this Section. In fulfilling such requests, the Master Servicer shall not be
responsible to determine the sufficiency of such information.
Section 3.21. Annual Statement as to Compliance.
The Master Servicer shall deliver to the Depositor, each Rating
Agency and the Trustee on or before February 28th of each year, commencing with
February 28, 2003, an Officer's Certificate, signed by an officer of the Master
Servicer, stating, as to the signer thereof, that (i) a review of the activities
of the Master Servicer during the preceding calendar year and of the performance
of the Master Servicer under this Agreement has been made under such officer's
supervision and (ii) to the best of such officers' knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof.
Section 3.22. Annual Independent Public Accountants' Servicing
Statement; Financial Statements.
On or before February 28th of each year, commencing with February
28, 2003, if the Master Servicer has, during the course of any fiscal year,
directly serviced any Mortgage Loan, then at its expense shall cause a
nationally or regionally recognized firm of independent public accountants (who
may also render other services to the Master Servicer, the Depositor, the
Trustee or any affiliate thereof) which is a member of the American Institute of
Certified Public Accountants to furnish a statement to the Trustee and the
Depositor to the effect that such firm has examined certain documents and
records relating to the servicing of the Mortgage Loans under this Agreement or
of mortgage loans under pooling and servicing agreements substantially similar
to this Agreement (such statement to have attached thereto a schedule setting
forth the pooling and servicing agreements covered thereby) and that, on the
basis of such examination, conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac, such servicing has been
conducted in compliance with such pooling and servicing agreements except for
such significant exceptions or errors in records that, in the opinion of such
firm, the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac requires it to
report. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Master Servicer's expense, provided such
statement is delivered by the Master Servicer to the Trustee.
Section 3.23. Errors and Omissions Insurance; Fidelity Bonds.
The Master Servicer shall for so long as it acts as Master Servicer
under this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations as
Master Servicer hereunder and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies shall be in such form and
such amount generally acceptable for entities serving as master servicer. In the
event that any such policy or bond ceases to be in effect, the Master Servicer
shall obtain a comparable replacement policy or bond from an insurer or issuer,
meeting the requirements set forth above as of the date of such replacement.
ARTICLE IV
DISTRIBUTIONS AND SERVICING ADVANCES
Section 4.01. Advances.
On each Distribution Account Deposit Date, the Master Servicer shall
make an Advance to the Distribution Account in the amount of all Scheduled
Payments that are due during the related Due Period and not received by the
Master Servicer from the Servicers as of the Servicer Remittance Date; provided,
however, that the Master Servicer will not be required to make any Advance with
respect to a Scheduled Payment if (x) the related Servicer has, in accordance
with its Purchase and Servicing Agreement, determined that the Advance, if made,
would be a Nonrecoverable Advance and, if required by such Purchase and
Servicing Agreement, has provided to the Master Servicer a certificate
indicating the amount of such Scheduled Payments and the reason or reasons for
such determination, or (y) the Master Servicer determines in reasonable good
faith that such Advance would, if made, by a Nonrecoverable Advance. If the
Master Servicer is required to make such Advance, it shall, on the Distribution
Account Deposit Date, either (i) deposit into the Collection Account an amount
equal to the Advance or (ii) make an appropriate entry in its records relating
to the Collection Account that any Amount Held for Future Distribution has been
used by the Master Servicer in discharge of its obligation to make any such
Advance. Any funds so applied shall be replaced by the Master Servicer by
deposit in the Collection Account no later than the close of business on the
next Distribution Account Deposit Date. The Master Servicer shall be entitled to
be reimbursed from the Collection Account for all Advances of its own funds made
pursuant to this Section as provided in Section 3.07. The obligation to make
Advances with respect to any Mortgage Loan shall continue for so long as the
related Servicer is obligated to make such Advances pursuant to its Purchase and
Servicing Agreement.
The Master Servicer shall deliver to the Trustee on the related
Servicer Advance Date an Officer's Certificate of a Master Servicing Officer
indicating the amount of any proposed Advance determined by the Master Servicer
to be a Nonrecoverable Advance and detailing the reasons for such determination.
Section 4.02. Priorities of Distribution.
(a) On each Distribution Date, the Trustee shall withdraw the
Group 1 Available Funds, the Group 2 Available Funds and the Group 3 Available
Funds from the Distribution Account and, pursuant to the monthly statement
received from the Master Servicer as set forth in Section 4.04(a), upon which it
may conclusively rely, apply such funds, first to distributions in respect of
the Lower-Tier REMIC Regular Interests, as provided in Section 4.02(f) in the
following order and priority, in each case to the extent of Group 1 Available
Funds, Group 2 Available Funds and Group 3 Available Funds, subject to
adjustment in accordance with Section 4.02(e):
(i) With respect to the Group 1 Certificates, the Group 2
Certificates and the Group 3 Certificates, from the Group 1 Available
Funds, the Group 2 Available Funds, and the Group 3 Available Funds,
respectively, as follows:
first,
(A) to each interest-bearing Class of Group 1 Certificates,
pro rata, an amount allocable to interest equal to the related
Accrued Certificate Interest or, in the case of the Class A-X-3
Certificates, the Class A-X-3 Group 1 Portion for such Distribution
Date; provided, that the aggregate amount of Accrued Certificate
Interest distributable to the Class 1-A-2 and Class 1-A-3
Certificates pursuant to this priority shall be distributable first
to the Class 1-A-2 Certificates, in an amount equal to its Accrued
Certificate Interest for such Distribution Date and then to the
Class 1-A-3 Certificates, in an amount equal to its Accrued
Certificate Interest for such Distribution Date; or
(B) to each interest-bearing Class of Group 2 Certificates,
pro rata, an amount allocable to interest equal to the related
Accrued Certificate Interest or, in the case of the Class A-X-3
Certificates, the Class A-X-3 Group 2 Portion for such Distribution
Date; or
(C) to each interest-bearing Class of Group 3 Certificates,
pro rata, an amount allocable to interest equal to the related
Accrued Certificate Interest.
in each case ((A) through (C) of this paragraph), any shortfall
shall be allocated among such Classes in proportion to the amount of
the Accrued Certificate Interest that would have been distributed in
the absence of such shortfall;
second,
(A) to each Class of Group 1 Certificates (other than the
Notional Amount Certificates), as follows:
(i) to the Class A-P Certificates, an amount allocable to
principal equal to the Class A-P Principal Distribution
Amount, up to the outstanding Class Principal Balance of
the Class A-P Certificates; and
(ii) on each Distribution Date prior to the related
Cross-Over Date, the Group 1 Non-A-P Formula Principal
Amount, up to the amount of the Group 1 Optimal
Principal Amount for such Distribution Date, to the
Class 1-A-1 Certificates, the Class 1-A-2 and Class
1-A-3 Certificates in the aggregate, the Class 1-A-4
Certificates and the Class 1-A-5 Certificates, pro rata,
until the Class Principal Balance of each such Class has
been reduced to zero; provided that the aggregate amount
(the "Group 1 Aggregate Amount") distributable to the
Class 1-A-2 and Class 1-A-3 Certificates in this clause
(ii) shall be distributed as follows:
(a) the portion of the Group 1 Aggregate Amount
that represents Scheduled Principal Payments will be
distributed to the Class 1-A-2 and Class 1-A-3
Certificates, pro rata, which amounts will be
distributed first, to the Class 1-A-2 Certificates and
then to the Class 1-A-3 Certificates, in that order, in
each case until the Class Principal Balance of each such
Class has been reduced to zero; and
(b) the portion of the Group 1 Aggregate Amount
that represents Unscheduled Principal Payments will be
distributed in the following order of priority:
(i) to the Class 1-A-2 Certificates, in an
amount equal to the Class 1-A-2 Unscheduled
Principal Distribution Amount for such
Distribution Date, until the Class Principal
Balance of such Class has been reduced to zero;
(ii) to the Class 1-A-3 Certificates, in an
amount equal to the Class 1-A-3 Unscheduled
Principal Distribution Amount for such
Distribution Date, until the Class Principal
Balance of such Class has been reduced to zero;
and
(iii) to the Class 1-A-3 Certificates, until
the Class Principal Balance of such Class has been
reduced to zero.
(B) to each Class of Group 2 Certificates (other than the
Notional Amount Certificates), on each Distribution Date prior to
the related Cross-Over Date, the Group 2 Formula Principal Amount,
up to the amount of the Group 2 Optimal Principal Amount for such
Distribution Date, sequentially, as follows:
(I) to the Class A-R Certificates and Class A-LR Certificates,
pro rata, until the Class Principal Balance of such Class has
been reduced to zero; and
(II) concurrently, to the Class 2-A-1, Class 2-A-2 and Class
2-A-3 Certificates, pro rata, until the Certificate Principal
Balance of each such class has been reduced to zero.
(C) to each Class of Group 3 Certificates (other than the
Notional Amount Certificates), on each Distribution Date prior to
the related Cross-Over Date, the Group 3 Formula Principal Amount,
up to the amount of the Group 3 Optimal Principal Amount for such
Distribution Date, to the Class 3-A-1 Certificates and the Class
3-A-2, Class 3-A-3, Class 3-A-5 and Class 3-A-6 Certificates in the
aggregate, pro rata, until the Class Principal Balance of each such
Class has been reduced to zero; provided that the aggregate amount
(the "Group 3 Aggregate Amount") distributable to the Class 3-A-2,
Class 3-A-3, Class 3-A-5 and Class 3-A-6 Certificates in this clause
(c) shall be distributed as follows:
(I) to the Class 3-A-6 Certificates, in an amount equal to the
Class 3-A-6 Principal Distribution Amount for that
Distribution Date, until the Class Principal Balance of such
Class has been reduced to zero;
(II) to the Class 3-A-2 and Class 3-A-3 Certificates, pro
rata, until the Class Principal Balance of each such Class is
reduced to zero;
(III) to the Class 3-A-5 Certificates, until the Class
Principal Balance of such Class is reduced to zero; and
(IV) to the Class 3-A-6 Certificates, until the Class
Principal Balance of such Class is reduced to zero.
third
from the remaining Group 1 Available Funds and Group 2 Available
Funds, in the aggregate, to the Class A-P Certificates, any Class
A-P Deferred Amount; provided, however, that (x) any payments in
respect of the Class A-P Deferred Amount shall not exceed the Group
1&2 Aggregate Junior Optimal Principal Amount actually received or
advanced for such Distribution Date (any such Group 1&2 Aggregate
Junior Optimal Principal Amount, if insufficient to pay all such
amounts, to be allocated to the Class A-P Certificates and will be
payable from the Group 1&2 Aggregate Junior Optimal Principal Amount
first, from the amounts in clause (i) of the definition "Junior
Optimal Principal Amount", second, from amounts in clause (ii) of
the definition thereof and third, from amounts in clause (iii) of
the definition thereof.
(ii) (x) to the Group 1&2 Junior Certificates, from the remaining
Group 1 Available Funds and Group 2 Available Funds, in the aggregate,
subject to Section 4.02(e), and (y) to the Group 3 Junior Certificates,
from the remaining Group 3 Available Funds, in the following order of
priority:
(A) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-1 Certificates, an
amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date, and (y) from the
remaining Group 3 Available Funds, to the Class 3-B-1 Certificates,
an amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date;
(B) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-1 Certificates, an
amount allocable to principal equal to its Allocable Share for such
Distribution Date until the Class Principal Balance thereof is
reduced to zero, and (y) from the remaining Group 3 Available Funds,
to the Class 3-B-1 Certificates, an amount allocable to principal
equal to its Allocable Share for such Distribution Date until the
Class Principal Balance thereof is reduced to zero;
(C) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-2 Certificates, an
amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date, and (y) from the
remaining Group 3 Available Funds, to the Class 3-B-2 Certificates,
an amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date;
(D) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-2 Certificates, an
amount allocable to principal equal to its Allocable Share for such
Distribution Date until the Class Principal Balance thereof is
reduced to zero, and (y) from the remaining Group 3 Available Funds,
to the Class 3-B-2 Certificates, an amount allocable to principal
equal to its Allocable Share for such Distribution Date until the
Class Principal Balance thereof is reduced to zero;
(E) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-3 Certificates, an
amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date, and (y) from the
remaining Group 3 Available Funds, to the Class 3-B-3 Certificates,
an amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date;
(F) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-3 Certificates, an
amount allocable to principal equal to its Allocable Share for such
Distribution Date until the Class Principal Balance thereof is
reduced to zero, and (y) from the remaining Group 3 Available Funds,
to the Class 3-B-3 Certificates, an amount allocable to principal
equal to its Allocable Share for such Distribution Date until the
Class Principal Balance thereof is reduced to zero;
(G) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-4 Certificates, an
amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date, and (y) from the
remaining Group 3 Available Funds, to the Class 3-B-4 Certificates,
an amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date;
(H) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-4 Certificates, an
amount allocable to principal equal to its Allocable Share for such
Distribution Date until the Class Principal Balance thereof is
reduced to zero, and (y) from the remaining Group 3 Available Funds,
to the Class 3-B-4 Certificates, an amount allocable to principal
equal to its Allocable Share for such Distribution Date until the
Class Principal Balance thereof is reduced to zero;
(I) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-5 Certificates, an
amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date, and (y) from the
remaining Group 3 Available Funds, to the Class 3-B-5 Certificates,
an amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date;
(J) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-5 Certificates, an
amount allocable to principal equal to its Allocable Share for such
Distribution Date until the Class Principal Balance thereof is
reduced to zero, and (y) from the remaining Group 3 Available Funds,
to the Class 3-B-5 Certificates, an amount allocable to principal
equal to its Allocable Share for such Distribution Date until the
Class Principal Balance thereof is reduced to zero;
(K) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-6 Certificates, an
amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date, and (y) from the
remaining Group 3 Available Funds, to the Class 3-B-6 Certificates,
an amount allocable to interest equal to the Accrued Certificate
Interest for such Class for such Distribution Date; and
(L) (x) from the remaining Group 1 Available Funds and Group 2
Available Funds, in the aggregate, to the Class B-6 Certificates, an
amount allocable to principal equal to its Allocable Share for such
Distribution Date until the Class Principal Balance thereof is
reduced to zero, and (y) from the remaining Group 3 Available Funds,
to the Class 3-B-6 Certificates, an amount allocable to principal
equal to its Allocable Share for such Distribution Date until the
Class Principal Balance thereof is reduced to zero.
(iii) to the Class A-R Certificate, any remaining funds in the
Upper-Tier REMIC and to the Class A-L-R Certificate, any remaining funds
in the Lower-Tier REMIC.
Pro rata distributions among Classes of Certificates pursuant to
this Section 4.02(a) in respect of (a) interest are required to be made in
proportion to the then current amount of interest to which those Certificates
are entitled, and (b) principal are required to be made in proportion to the
then-current Class Principal Balances of the Classes or, in the case of the
Group 1 Certificates and the allocation pursuant to clauses (i) and (ii) of
priority second above, in proportion to the Senior Optimal Principal Amount of
the Group 1 Certificates and the Class A-P Principal Distribution Amount.
On any Distribution Date, amounts distributed in respect of Class
A-P Deferred Amounts will not reduce the Class Principal Balance of the Class
A-P Certificates and on or after the Cross-over Date for Certificate Group 1 and
Certificate Group 2 no distribution will be made on the Class A-P Certificates
in respect of the Class A-P Deferred Amount.
On any Distribution Date, to the extent the Amount Available for
Group 1 Principal is insufficient to make the full distribution required to be
made pursuant to clause (i), priority second sub-clause (A) above, (x) the
amount distributable on the Class A-P Certificates in respect of principal shall
be equal to the product of (1) the Amount Available for Group 1 Principal and
(2) a fraction, the numerator of which is the Class A-P Principal Distribution
Amount and the denominator of which is the sum of the Class A-P Principal
Distribution Amount and the Group 1 Optimal Principal Amount and (y) the amount
distributable on the Group 1 Certificates, other than the Class A-P
Certificates, in respect of principal shall be equal to the product of (1) the
Amount Available for Group 1 Principal and (2) a fraction, the numerator of
which is the aggregate of the Group 1 Optimal Principal Amount and the
denominator of which is the sum of the Group 1 Optimal Principal Amount and the
Class A-P Principal Distribution Amount.
(b) On each Distribution Date on or after the related Cross-Over
Date, notwithstanding the allocation and priority set forth in Section
4.02(a)(i) second (C), the portion of Group 3 Available Funds available to be
distributed as principal to the Group 3 Certificates (other than the Notional
Amount Certificates) shall be distributed concurrently, as principal, on such
Classes, pro rata, on the basis of their respective Class Principal Balances,
until the Class Principal Balances thereof are reduced to zero;
(c) On each Distribution Date, the amount referred to in clause
(i) of the definition of Accrued Certificate Interest for each Class of
Certificates for such Distribution Date shall be reduced by (i) the related
Class' pro rata share of Net Prepayment Interest Shortfalls based on such Class'
Accrued Certificate Interest for such Distribution Date without taking into
account such Net Prepayment Interest Shortfalls and (ii) the related Class' Pro
Rata Share of (A) after the Special Hazard Coverage Termination Date, with
respect to each Mortgage Loan that became a Special Hazard Mortgage Loan during
the calendar month preceding the month of such Distribution Date, the excess of
one month's interest at the related Net Mortgage Rate on the Scheduled Principal
Balance of such Mortgage Loan as of the Due Date in such month over the amount
of Liquidation Proceeds applied as interest on such Mortgage Loan with respect
to such month, (B) after the Bankruptcy Coverage Termination Date, with respect
to each Mortgage Loan that became subject to a Bankruptcy Loss during the
calendar month preceding the month of such Distribution Date, the interest
portion of the related Debt Service Reduction or Deficient Valuation, (C) each
Relief Act Reduction incurred during the calendar month preceding the month of
such Distribution Date and (D) after the Fraud Loss Coverage Termination Date,
with respect to each Mortgage Loan that became a Fraud Loan during the calendar
month preceding the month of such Distribution Date, the excess of one month's
interest at the related Net Mortgage Rate on the Scheduled Principal Balance of
such Mortgage Loan as of the Due Date in such month over the amount of
Liquidation Proceeds applied as interest on such Mortgage Loan with respect to
such month.
(d) Notwithstanding the priority and allocation contained in
Section 4.02(a)(ii), (A) if with respect to any Class of Group 1&2 Junior
Certificates on any Distribution Date, such Class has not satisfied the related
Class Prepayment Distribution Trigger, no distribution of amounts pursuant to
clauses (ii) and (iii) of the definition of Group 1&2 Junior Optimal Principal
Amount will be made to any such Classes (the "Restricted Classes") and the
amount of such amounts pursuant to clauses (ii) and (iii) of the definition of
Group 1&2 Junior Optimal Principal Amount otherwise distributable to the
Restricted Classes shall be distributed to any Classes of Group 1&2 Junior
Certificates, which are not Restricted Classes, having lower numerical Class
designations than such Class, pro rata, based on their respective Class
Principal Balances immediately prior to such Distribution Date and shall be
distributed in the sequential order provided in Section 4.02(a)(ii); provided,
however, that if all of the Group 1&2 Junior Certificates are Restricted
Classes, then such amounts shall be distributed to the most senior Class of
Group 1&2 Junior Certificates outstanding, and (B) if with respect to any Class
of Group 3 Junior Certificates on any Distribution Date, such Class has not
satisfied the related Class Prepayment Distribution Trigger, no distribution of
amounts pursuant to clauses (ii) and (iii) of the definition of Junior Optimal
Principal Amount will be made to any such Classes (the "Restricted Classes") and
the amount of such amounts pursuant to clauses (ii) and (iii) of the definition
of Junior Optimal Principal Amount otherwise distributable to the Restricted
Classes shall be distributed to any Classes of Group 3 Junior Certificates,
which are not Restricted Classes, having lower numerical Class designations than
such Class, pro rata, based on their respective Class Principal Balances
immediately prior to such Distribution Date and shall be distributed in the
sequential order provided in Section 4.02(a)(ii); provided, however, that if all
of the Group 3 Junior Certificates are Restricted Classes, then such amounts
shall be distributed to the most senior Class of Group 3 Junior Certificates
outstanding. The calculation of any amount to be distributed under this
sub-section (d) shall be made by the Master Servicer.
(e) On each Distribution Date, after application of Group 1
Available Funds and Group 2 Available Funds in accordance with Section
4.02(a)(i) items first through third, the Trustee shall effect
cross-collateralization between the Certificate Group 1 and Certificate Group 2
as follows:
(i) To the extent any Accrued Certificate Interest with respect to
any Class of Group 1 or Group 2 Certificates remains unpaid after
application of Group Available Funds in accordance with Section 4.02(a)(i)
items first through third, Available Funds remaining from Loan Group 1 and
Loan Group 2 after payments on Senior Certificates in the related
Certificate Groups shall be applied to cover such unpaid Accrued
Certificate Interest, and shall be applied pro rata based on the amounts
of such unpaid Accrued Certificate Interest to the extent there are
insufficient funds to pay such amounts in full. Such amounts shall
otherwise be paid to the Senior Certificates within each such Certificate
Group in accordance with the priorities set forth in Section 4.02(a)(i).
(ii) To the extent any Class A-P Deferred Amount then payable from
the Group ▇&▇ ▇▇▇▇▇▇▇▇▇ Junior Optimal Principal Amount has not been paid
from Available Funds for the related Certificate Group, the related Junior
Principal Distribution Amount shall be applied to pay any such Class A-P
Deferred Amount.
(iii) If on any Distribution Date there exists an
Undercollateralized Group, then all amounts otherwise distributable as
principal on the Group 1&2 Junior Certificates as the Junior Principal
Distribution Amount for the Group 1&2 Junior Certificates (other than
amounts needed to pay any Class A-P Deferred Amounts as described above)
shall be paid to the Undercollateralized Group as principal to the Senior
Certificates (other than the Principal-Only Certificates) of such
Undercollateralized Group in accordance with the priorities set forth in
Section 4.02(a)(i) until the aggregate Certificate Principal Balance of
the Senior Certificates of the Undercollateralized Group (other than the
related Principal-Only Certificates) equals the Pool Balance of the
related Loan Group (in the case of Loan Group 1, net of the A-P Percentage
of the Scheduled Principal Balance of each Group 1 Discount Mortgage
Loan).
(iv) On or after the date on which the Certificate Principal
Balances of the Senior Certificates of Certificate Group 1 or Certificate
Group 2 (other than the Principal-Only Certificates of such Certificate
Group) have been reduced to zero, amounts otherwise distributable as
principal on the Group 1&2 Junior Certificates, up to the applicable
Apportioned Junior Principal Distribution Amount, shall be paid pro rata
as principal to the remaining Senior Certificates of the other Certificate
Group (other than the Principal-Only Certificates of such Certificate
Group) in accordance with the priorities set forth in Section 4.02(a)(i),
provided that on such Distribution Date (a) the Aggregate Subordinate
Percentage for such Distribution Date is less than twice the initial
Aggregate Subordinate Percentage or (b) the average outstanding principal
balance of the Mortgage Loans in either Loan Group 1 or Loan Group 2
delinquent 60 days or more over the last six months as a percentage of the
related Group Subordinated Amount is greater than or equal to 50%.
(v) Any application of the Junior Principal Distribution Amount for
the Group 1&2 Junior Certificates pursuant to the preceding paragraphs
(ii), (iii) and (iv) will reduce distributions of such amount in reverse
order of priority pursuant to priorities set forth in Section 4.02(a)(ii).
(f) On each Distribution Date, Available Funds shall be applied to
distributions on the Lower-Tier REMIC Regular Interests, in each case in an
amount sufficient to make the distributions on the respective Corresponding
Class or Classes of Certificates and Components on such Distribution Date in
accordance with the provisions of Section 4.02(a); provided, that (1)
distributions of interest to the Class A-X-1 Certificates shall be allocated to
the Class 1-A-L1, Class 1-A-L2/3, and Class 1-A-L4/5 Interests in proportion to
their respective principal balances, (2) distributions of interest to the Class
A-X-2 Certificates shall be allocated to the Class 2-A-L1 and Class 1-A-L2/3
Interests in proportion to their respective principal balances, (3)
distributions of interest to the Class A-X-3 Certificates shall be allocated to
the Class B-L1, Class B-L2 and Class B-L3 Interests in proportion to their
respective principal balances and (4) distributions of interest to the Class
3-A-X Certificates shall be allocated to the Class 3-A-L1, Class 3-A-L2/3, Class
3-A-L5 and Class 3-A-L6 Interests in proportion to their respective principal
balances.
The pass-through rate with respect to the Class A-R Interest and
Class A-LUR Interest shall be 6.00% 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 the
weighted average of the Group 1 Non-A-P Net WAC Rate and the Group 2 Net WAC
Rate for the related Distribution Date, weighted on the basis of the Group
Subordinate Amount for that Distribution Date. The pass-through rate with
respect to the Class 3-A-L1 Interest, Class 3-A-L2/3 Interest, Class 3-A-L5
Interest, Class 3-A-6 Interest, Class 3-B-L1 Interest, Class 3-B-L2 Interest,
Class 3-B-L3 Interest, Class 3-B-L4 Interest, Class 3-B-L5 Interest and Class
3-B-L6 Interest shall be the weighted average of the Net Mortgage Rates for the
Group 3 Mortgage Loans, weighted on the basis of the Scheduled Principal
Balances of such Mortgage Loans as of the Due Date in the month immediately
prior to the month in which such Distribution Date occurs (after taking into
account Scheduled Payments of principal due on such Due Date, whether or not
received). The Pass-Through Rate with respect to the Class 1-A-L1 Interest,
Class 1-A-L2/3 Interest and Class 1-A-L4/5 Interest shall be the Group 1 Non-A-P
Net WAC Rate. The Pass-Through Rate with respect to the Class 2-A-L1 Interest
and Class 2-A-L2/3 Interest shall be the Group 2 Net WAC Rate. The Class A-P
Interest is a principal-only interest and is not entitled to distributions of
interest.
As of any date, the principal balance of each Lower-Tier REMIC
Regular Interest equals the Class Principal Balance of the respective
Corresponding Class or Classes of Certificates or Components. The initial
principal balance of each Lower-Tier REMIC Regular Interest equals the initial
Class Principal Balance of the respective Corresponding Class or Classes of
Certificates or Components set forth in the Preliminary Statement. Realized
Losses, Fraud Losses, Special Hazard Losses, Deficient Valuations and Excess
Losses shall be allocated to the Lower-Tier REMIC Regular Interests in the same
manner as they are allocated to the Corresponding Class or Classes of
Certificates or Components pursuant to Section 4.03; provided, any such amounts
allocated to interest on (i) the Class A-X-1 Certificates shall be allocated to
the Class 1-A-L1, Class 1-A-L2/3, and Class 1-A-L4/5 Interests in proportion to
their respective principal balances, (2) the Class A-X-2 Certificates shall be
allocated to the Class 2-A-L1 and Class 1-A-L2/3 Interests in proportion to
their respective principal balances, (3) the Class A-X-3 Certificates shall be
allocated to the Class B-L1, Class B-L2 and Class B-L3 Interests in proportion
to their respective principal balances and (4) the Class 3-A-X Certificates
shall be allocated to the Class 3-A-L1, Class 3-A-L2/3, Class 3-A-L5 and Class
3-A-L6 Interests in proportion to their respective principal balances.
Section 4.03. Allocation of Realized Losses.
(a) On or prior to each Distribution Date, the Master Servicer
shall determine the total amount of Realized Losses, including Excess Losses and
the allocation of such total amount as set forth below.
(I) Realized Losses occurring with respect to Group 1 Mortgage
Loans and Group 2 Mortgage Loans shall be allocated as follows:
(i) the A-P Percentage of any Realized Loss, including any Excess
Loss, shall be allocated to the Class A-P Certificates until the Class
Principal Balance of such Class is reduced to zero; and
(ii) (1) the Non-A-P Percentage of any Realized Loss (other than an
Excess Loss) shall be allocated first to the Group 1&2 Junior Certificates
in reverse order of their respective numerical Class designations
(beginning with the Class of Group 1&2 Junior Certificates then
outstanding with the highest numerical Class designation) until the
respective Class Principal Balance of each such Class is reduced to zero,
and second (A) with respect to such losses occurring with respect to Group
1 Mortgage Loans, to the Classes of Group 1 Certificates (other than the
Notional Amount Certificates and Class A-P Certificates), pro rata on the
basis of their respective Class Principal Balances immediately prior to
the related Distribution Date until the Class Certificate Balance of each
such Class has been reduced to zero, and (B) with respect to such losses
occurring with respect to Group 2 Mortgage Loans, to the Classes of Group
2 Certificates (other than the Notional Amount Certificates and Class A-P
Certificates), pro rata on the basis of their respective Class Principal
Balances immediately prior to the related Distribution Date until each
such Class has been reduced to zero; provided, however, that after the
Cross-Over Date, the losses allocated to the Class 1-A-2 Certificates
under this paragraph will instead be allocated to the Class 1-A-3
Certificates as long as the Class Principal Balance of the Class 1-A-3
Certificates has not been reduced to zero; and
(2) the Non-A-P Percentage of any Excess Losses occurring on
the Group 1 Mortgage Loans and the Group 2 Mortgage Loans shall be
allocated among (A) the Group 1 Certificates and the Group 2 Certificates
(other than the Notional Amount Certificates and Class A-P Certificates),
as applicable, and (B) each Class of Group 1&2 Junior Certificates, pro
rata based upon their respective Class Principal Balances (or, in the case
of the Group 1&2 Junior Certificates in the aggregate, the Group
Subordinate Amount for the Loan Group which incurred the Excess Loss, the
aggregate amount so allocated to the Group 1&2 Junior Certificates then to
be allocated among the Group 1&2 Junior Certificates pro rata based on
their respective Class Principal Balances) after giving effect to
distributions of principal on such Distribution Date.
(II) Realized Losses occurring with respect to Group 3 Mortgage
Loans, with respect to any Distribution Date shall be allocated as follows:
(1) any Realized Loss (other than an Excess Loss) shall be
allocated first to the Group 3 Junior Certificates in reverse order
of their respective numerical Class designations (beginning with the
Class of Group 3 Junior Certificates then outstanding with the
highest numerical Class designation) until the respective Class
Principal Balance of each such Class is reduced to zero, and second,
to the Classes of Group 3 Certificates (other than the Notional
Amount Certificates), pro rata on the basis of their respective
Class Principal Balances immediately prior to the related
Distribution Date until each such Class has been reduced to zero;
and
(2) any Excess Losses occurring on the Group 3 Mortgage Loans
shall be allocated among (A) the Group 3 Certificates (other than
the Notional Amount Certificates), and (B) each Class of Group 3
Junior Certificates, pro rata based upon their respective Class
Principal Balances after giving effect to distributions of principal
on such Distribution Date.
(b) The Class Principal Balance of the Class of Group 1&2 Junior
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the sum of (i) the amount of any
payments on the Class A-P Certificates in respect of the Class A-P Deferred
Amounts, and (ii) the amount, if any, by which the aggregate of the Class
Principal Balances of the Group 1 Certificates, Group 2 Certificates and the
Group 1&2 Junior Certificates (after giving effect to the distribution of
principal and the allocation of Realized Losses and payments of the Class A-P
Deferred Amounts on such Distribution Date) exceeds the aggregate of the Group 1
Pool Principal Balance and Group 2 Pool Principal Balance for the following
Distribution Date.
The Class Principal Balance of the Class of Group 3 Junior
Certificates then outstanding with the highest numerical Class designation shall
be reduced on each Distribution Date by the amount, if any, by which the Class
Principal Balances of the Group 3 Certificates (after giving effect to the
distribution of principal and the allocation of Realized Losses on such
Distribution Date) exceeds the Group 3 Pool Principal Balance for the following
Distribution Date.
(c) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Principal Balance of a Class of Certificates pursuant to
Section 4.03(a) above shall be allocated among the Certificates of such Class in
proportion to their respective Certificate Principal Balances.
(d) Any allocation of Realized Losses to a Certificate or any
reduction in the Certificate Principal Balance of a Certificate, pursuant to
Section 4.03(a) above shall be accomplished by reducing the Certificate
Principal Balance thereof, as applicable, immediately following the
distributions made on the related Distribution Date in accordance with the
definition of "Certificate Principal Balance" herein; provided that no Realized
Loss shall be allocated to reduce the Certificate Principal Balance of a
Certificate to the extent that such allocation would reduce the aggregate
Certificate Principal Balance of (A) all classes of Group 1 Certificates, Group
2 Certificates and Group 1&2 Junior Certificates to an amount less than the
Scheduled Principal Balance of all Outstanding Mortgage Loans in Loan Group 1
and Loan Group 2 as of the Due Date occurring in the month of such Distribution
Date, less any related Deficiency Valuations occurring before the related
Bankruptcy Loss Coverage Termination Date or (B) all classes of Group 3
Certificates and Group 3 Junior Certificates to an amount less than the
Scheduled Principal Balance of all Outstanding Mortgage Loans in Loan Group 3 as
of the Due Date occurring in the month of such Distribution Date, less any
related Deficiency Valuations occurring before the related Bankruptcy Loss
Coverage Termination Date (in each case, such limitation, the "Loss Allocation
Limitation").
Section 4.04. Monthly Statements to Certificateholders.
(a) Not later than one Business Day prior to each Distribution
Date, the Master Servicer shall prepare and make available to the Trustee and
not later than each Distribution Date, the Master Servicer shall make available
to each Certificateholder, the Depositor and any other interested parties a
statement, based solely on information provided by each Servicer, setting forth
the following information with respect to the related distribution (in the case
of information furnished pursuant to (i), (ii) and (vii) below, the amounts
shall be expressed as a dollar amount per minimum denomination Certificate, such
minimum denominations being as set forth in the Preliminary Statement):
(i) the amount thereof allocable to principal, separately
identifying the aggregate amount of any Principal Prepayments and
Liquidation Proceeds included therein;
(ii) the amount thereof allocable to interest, any unpaid interest
from prior Distribution Dates included in such distribution and any
remaining unpaid interest after giving effect to such distribution;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall and the allocation thereof as between principal and
interest;
(iv) the Certificate Principal Balance as a dollar amount per
minimum denomination Certificate and the Class Principal Balance or
Notional Amount of each Class of Certificates, after giving effect to the
distribution of principal on such Distribution Date;
(v) the Pool Principal Balance on such Distribution Date;
(vi) the Senior Percentage and Junior Percentage;
(vii) the amount of the Servicing Fees paid to or retained by the
Servicers with respect to such Distribution Date;
(viii) the Pass-Through Rate for each such Class of Certificates
with respect to such Distribution Date;
(ix) the amount of Advances included in the distribution on such
Distribution Date and the aggregate amount of Advances outstanding as of
the close of business on such Distribution Date;
(x) the aggregate principal amounts of Mortgage Loans (A) delinquent
(exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days, (2) 31 to
60 days, (3) 61 to 90 days, and (4) 91 or more days and (B) in foreclosure
and delinquent (1) 1 to 30 days, (2) 31 to 60 days, (3) 61 to 90 days, and
(4) 91 or more days, in each case as of the close of business on the last
day of the calendar month preceding such Distribution Date;
(xi) the total number and principal balance of any REO Properties
(and market value, if available) as of the close of business on the last
Business Day of the calendar month preceding such Distribution Date;
(xii) the Senior Prepayment Percentage;
(xiii) the aggregate amount of Realized Losses incurred during the
preceding calendar month; and
(xiv) the Special Hazard Loss Coverage Amount, the Fraud Loss
Coverage Amount and the Bankruptcy Loss Coverage Amount, in each case as
of the related Determination Date.
(b) The Master Servicer's responsibility for disbursing the above
information to the Trustee, Depositor, Certificateholders and other interested
parties is limited to the availability, timeliness and the accuracy of the
information provided by each Servicer. The Master Servicer will make a copy of
each statement provided pursuant to this Section 4.04 (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and other interested parties, and
other parties to this Agreement via the Master Servicer's internet website
located at "▇▇▇.▇▇▇▇▇▇▇.▇▇▇". Assistance in using the internet website can be
obtained by calling the Master Servicer's customer service desk at (301)
815-6600. Parties that are unable to use the above distribution method are
entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Master Servicer shall have the
right to change the way the distribution date statement is distributed in order
to make such distribution more convenient and/or more accessible and the Master
Servicer shall provide timely and adequate notification to the
Certificateholders and the parties to this Agreement regarding any such changes.
The Master Servicer shall also be entitled to rely on but shall not
be responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Monthly Statement.
As a condition to access the Master Servicer's internet website, the
Master Servicer may require registration and the acceptance of a disclaimer. The
Master Servicer will not be liable for the dissemination of information in
accordance with this Agreement.
(c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished upon request to each
Person who at any time during the calendar year was a Certificateholder, a
statement containing the information set forth in clauses (a)(i), (a)(ii) and
(a)(vii) of this Section 4.04 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 Trustee
pursuant to any requirements of the Code as from time to time in effect.
Section 4.05. Determination of LIBOR.
On each LIBOR Determination Date for a Class of LIBOR Certificates,
the Master Servicer shall determine LIBOR for the applicable Distribution Date
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 LIBOR Determination Date. As used herein,
"Telerate page 3750" means the display designated as page 3750 on the Bridge
Telerate Service.
If on any LIBOR Determination Date for a Class of LIBOR
Certificates, the Master Servicer is unable to determine LIBOR on the basis of
the method set forth in the preceding paragraph, LIBOR for the applicable
Distribution Date will be whichever is higher of (x) LIBOR as determined on the
previous LIBOR Determination Date for such Class of LIBOR Certificates or (y)
the Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per
annum which the Master Servicer 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 New York City
banks selected by the Master Servicer are quoting, on the relevant LIBOR
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 Master
Servicer can determine no such arithmetic mean, the lowest one-month U.S. Dollar
lending rate that the New York City banks selected by the Master Servicer are
quoting on such LIBOR Determination Date to leading European banks.
If on any LIBOR Determination Date for a Class of LIBOR
Certificates, the Master Servicer is required but is unable to determine the
Reserve Interest Rate in the manner provided in the preceding paragraph, LIBOR
for the applicable Distribution Date will be LIBOR as determined on the previous
LIBOR Determination Date for such Class of LIBOR Certificates, or, in the case
of the first LIBOR Determination Date, the Initial LIBOR Rate.
The establishment of LIBOR by the Master Servicer and the Master
Servicer'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 LIBOR Determination Date, the Master Servicer shall provide the
Pass-Through Rates of the LIBOR Certificates for the related Distribution Date
to Certificate Owners or Holders of LIBOR Certificates who place a telephone
call to the Master Servicer at ▇▇▇-▇▇▇-▇▇▇▇ and make a request therefor.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
The Certificates shall be substantially in the forms attached hereto
as exhibits. The Certificates shall be issuable in registered form, in the
minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum denomination) and aggregate denominations per
Class set forth in the Preliminary Statement.
Subject to Section 9.02 hereof respecting the final distribution on
the Certificates, on each Distribution Date the Trustee shall make distributions
to each Certificateholder of record on the preceding Record Date either (x) by
wire transfer in immediately available funds to the account of such holder at a
bank or other entity having appropriate facilities therefor, if (i) such Holder
has so notified the Trustee in writing at least five Business Days prior to the
related Record Date and (ii) such Holder shall hold (A) a Notional Amount
Certificate, (B) 100% of the Class Principal Balance of any Class of
Certificates or (C) Certificates of any Class with aggregate principal
Denominations of not less than $1,000,000 or (y) by check mailed by first class
mail to such Certificateholder at the address of such holder appearing in the
Certificate Register.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trust by the Trustee by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the countersignature and delivery of
such Certificates or did not hold such offices at the date of such Certificate.
No Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless countersigned by the Trustee by manual signature,
and such countersignature upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their countersignature.
On the Closing Date, the Trustee shall countersign the Certificates to be issued
at the direction of the Depositor, or any affiliate thereof.
The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.
Section 5.02. Certificate Register; Registration of Transfer and
Exchange of Certificates.
(a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06 hereof, a Certificate Register
for the Trust Fund in which, subject to the provisions of subsections (b) and
(c) below and to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of the
same Class and aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.
No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.
All Certificates surrendered for registration of transfer or
exchange shall be canceled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.
(b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. In the
event that a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer and
such Certificateholder's prospective transferee (other than the Depositor or an
affiliate of the Depositor) shall each certify to the Trustee in writing the
facts surrounding the transfer in substantially the forms set forth in Exhibit I
(the "Transferor Certificate") and (i) deliver a letter in substantially the
form of either Exhibit J (the "Investment Letter") or Exhibit K (the "Rule 144A
Letter") or (ii) there shall be delivered to the Trustee at the expense of the
transferor an Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Securities Act. The Depositor shall provide to any Holder of
a Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the Master
Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Depositor, to the extent in its possession, such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
and the Master Servicer 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.
No transfer of an ERISA-Restricted Certificate shall be made (other
than to the Depositor or an affiliate of the Depositor) unless the Trustee shall
have received either (i) a representation from the transferee of such
Certificate acceptable to and in form and substance satisfactory to the Trustee
(in the event such Certificate is a Private Certificate, such requirement is
satisfied only by the Trustee's receipt of a representation letter from the
transferee substantially in the form of Exhibit J or Exhibit K), to the effect
that such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or a plan or arrangement subject to Section 4975 of the
Code, or a plan or arrangement subject to any federal, state or local law
("Similar Law") materially similar to the foregoing provisions of ERISA or the
Code, nor a person acting on behalf of any such plan or arrangement, nor using
the assets of any such plan or arrangement to effect such transfer, (ii) in the
case of an ERISA-Restricted Certificate other than a Residual Certificate, if
the purchaser is an insurance company, a representation that the purchaser is an
insurance company which is purchasing such Certificates with funds contained in
an "insurance company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under PTCE 95-60 or (iii)
in the case of any ERISA-Restricted Certificate other than a Residual
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code
or a plan or arrangement subject to Similar Law (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any other person acting
on behalf of any such plan or arrangement, or using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trustee, which Opinion of
Counsel shall not be an expense of either the Trustee or the Trust Fund,
addressed to the Trustee to the effect that the purchase or holding of such
ERISA-Restricted Certificate will not result in the assets of the Trust Fund
being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA and the Code or similar provisions of Similar Law and will
not subject the Trustee, the Master Servicer or any Servicer to any obligation
in addition to those expressly undertaken in this Agreement or to any liability.
For purposes of the preceding sentence, with respect to an ERISA-Restricted
Certificate that is not a Private Certificate, in the event the representation
letter referred to in the preceding sentence is not so furnished, such
representation shall be deemed to have been made to the Trustee by the
transferee's (including an initial acquirer's) acceptance of the
ERISA-Restricted Certificates. Notwithstanding anything else to the contrary
herein, (a) any purported transfer of an ERISA-Restricted Certificate, other
than a Residual Certificate, to or on behalf of an employee benefit plan subject
to ERISA, the Code or Similar Law without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee as described above shall be void
and of no effect and (b) any purported transfer of a Residual Certificate to a
transferee that does not make the representation in clause (i) above shall be
void and of no effect.
To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(c) Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(ii) No Ownership Interest in a Residual Certificate may be
registered on the Closing Date or thereafter transferred, and the Trustee
shall not register the Transfer of any Residual Certificate unless, in
addition to the certificates required to be delivered to the Trustee under
subparagraph (b) above, the Trustee shall have been furnished with an
affidavit (a "Transfer Affidavit") of the initial owner or the proposed
transferee (other than the Depositor of an affiliate thereof) in the form
attached hereto as Exhibit H.
(iii) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
any other Person to whom such Person attempts to Transfer its Ownership
Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
from any Person for whom such Person is acting as nominee, trustee or
agent in connection with any Transfer of a Residual Certificate and (C)
not to Transfer its Ownership Interest in a Residual Certificate or to
cause the Transfer of an Ownership Interest in a Residual Certificate to
any other Person if it has actual knowledge that such Person is not a
Permitted Transferee.
(iv) Any attempted or purported Transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section
5.02(c) shall be absolutely null and void and shall vest no rights in the
purported Transferee. If any purported transferee shall become a Holder of
a Residual Certificate in violation of the provisions of this Section
5.02(c), then the last preceding Permitted Transferee shall be restored to
all rights as Holder thereof retroactive to the date of registration of
Transfer of such Residual Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by Section 5.02(b) and this
Section 5.02(c) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Transfer was
registered after receipt of the related Transfer Affidavit, Transferor
Certificate and either the Rule 144A Letter or the Investment Letter. The
Trustee shall be entitled but not obligated to recover from any Holder of
a Residual Certificate that was in fact not a Permitted Transferee at the
time it became a Holder or, at such subsequent time as it became other
than a Permitted Transferee, all payments made on such Residual
Certificate at and after either such time. Any such payments so recovered
by the Trustee shall be paid and delivered by the Trustee to the last
preceding Permitted Transferee of such Certificate.
(v) The Depositor shall use its best efforts to make available, upon
receipt of written request from the Trustee, all information necessary to
compute any tax imposed under Section 860E(e) of the Code as a result of a
Transfer of an Ownership Interest in a Residual Certificate to any Holder
who is not a Permitted Transferee described in clauses (i) through (iv) of
the definition thereof.
The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the
Transferor or the Master Servicer, to the effect that the elimination of such
restrictions will not cause any REMIC hereunder to fail to qualify as a REMIC at
any time that the Certificates are outstanding or result in the imposition of
any tax on the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any Ownership Interest in a Residual Certificate hereby
consents to any amendment of this Agreement which, based on an Opinion of
Counsel furnished to the Trustee, is reasonably necessary (a) to ensure that the
record ownership of, or any beneficial interest in, a Residual Certificate is
not transferred, directly or indirectly, to a Person that is not a Permitted
Transferee and (b) to provide for a means to compel the Transfer of a Residual
Certificate which is held by a Person that is not a Permitted Transferee to a
Holder that is a Permitted Transferee.
(d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.
(e) Except as provided below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall deal with the
Depository, Depository Participants and indirect participating firms as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of holders under this Agreement, and requests
and directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.
All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.
If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor, (y) the Depositor at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository or (z) Certificate Owners representing at least 51% of the
Certificate Principal Balance of the Book-Entry Certificates together advise the
Trustee and the Depository through the Depository Participants in writing that
the continuation of a book-entry system through the Depository is no longer in
the best interests of the Certificate Owners, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of definitive, fully-registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. Neither the Master Servicer,
the Depositor nor the Trustee shall be liable for any delay in delivery of such
instruction and each may conclusively rely on, and shall be protected in relying
on, such instructions. The Depositor shall provide the Trustee with an adequate
inventory of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Trustee such security
or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Trustee that such Certificate has been acquired by
a bona fide purchaser, the Trustee shall execute, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 5.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership, 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.
The Master Servicer, the Trustee and any agent of the Master
Servicer or the Trustee may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Master Servicer, the Trustee nor any agent of the
Master Servicer or the Trustee shall be affected by any notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and
Addresses.
If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or Master Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Master Servicer or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of such Trust Fund held by the Trustee, if any. The Depositor
and every Certificateholder, by receiving and holding a Certificate, agree that
the Trustee shall not be held accountable by reason of the disclosure of any
such information as to the list of the Certificateholders hereunder, regardless
of the source from which such information was derived.
Section 5.06. Maintenance of Office or Agency.
Certificates may be surrendered for registration of transfer or
exchange at the Corporate Trust Office. The Trustee will give prompt written
notice to the Certificateholders of any change in such location of any such
office or agency.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the
Master Servicer.
The Depositor and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by them herein.
Section 6.02. Merger or Consolidation of the Depositor or the
Master Servicer.
The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation or limited partnership, as
the case may be, under the laws of the United States or under the laws of one of
the states thereof and will each obtain and preserve its qualification to do
business as a foreign corporation or legal entity, as the case may be, in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, or any of the Mortgage Loans and
to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any Person resulting from any merger or consolidation
to which the Depositor or the Master Servicer shall be a party, or any person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of,
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac.
Section 6.03. Limitation on Liability of the Depositor, the
Transferor, the Master Servicer and Others.
None of the Depositor, the Transferor, the Master Servicer or any of
the directors, officers, employees or agents of the Depositor, the Transferor or
the Master Servicer shall be under any liability to the Certificateholders for
any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Transferor, the Master
Servicer or any such Person against any breach of representations or warranties
made by it herein or protect the Depositor, the Transferor, the Master Servicer
or any such Person from any liability which would otherwise be imposed by
reasons of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
The Depositor, the Transferor, the Master Servicer and any director, officer,
employee or agent of the Depositor, the Transferor or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Transferor, the Master Servicer and any director, officer, employee or agent
of the Depositor, the Transferor or the Master Servicer shall be indemnified by
the Trust Fund and held harmless against any loss, liability or expense incurred
in connection with (i) any audit, controversy or judicial proceeding relating to
a governmental taxing authority, (ii) the performance of its duties and
obligations and the exercise of its rights under this Agreement or the
Certificates in each case, which constitute "unanticipated expenses incurred by
the REMIC" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii); or, in the case of the Master Servicer, the Purchase and
Servicing Agreements, or (iii) any legal action relating to this Agreement or
the Certificates; or, in the case of the Master Servicer, the Purchase and
Servicing Agreements, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall not be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Transferor or the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its respective
duties hereunder and which in its opinion may involve it in any expense or
liability; provided, however, that any of the Depositor, the Transferor or the
Master Servicer may in its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties of
the parties hereto and interests of the Trustee and the Certificateholders
hereunder. 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 Fund, and the Depositor, the Transferor and the Master Servicer shall be
entitled to be reimbursed therefor out of the Collection Account.
Section 6.04. Limitation on Resignation of Master Servicer.
The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment of a successor master servicer
and receipt by the Trustee of a letter from each Rating Agency that such a
resignation and appointment will not result in a downgrading of the rating of
any of the Certificates or (b) upon determination that its duties hereunder are
no longer permissible under applicable law or (c) pursuant to Section 6.05. Any
such determination under clause (b) 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 master servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities and obligations hereunder.
Section 6.05. Sale and Assignment of Master Servicing Rights.
The Master Servicer may sell, assign or delegate its rights, duties
and obligations as Master Servicer under this Agreement in their entirety;
provided, however, that: (i) the purchaser or transferee accepting such sale,
assignment and delegation (a) shall be a Person qualified to servicing mortgage
loans for ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; (b) shall have a net worth of not less than
$50,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by Trustee); (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by it as
master servicer under this Agreement from and after the effective date of such
assumption agreement; (ii) each Rating Agency shall be given prior written
notice of the identity of the proposed successor to the Master Servicer and
shall confirm in writing to the Master Servicer and the Trustee that any such
sale, assignment or delegation would not result in a withdrawal or a downgrading
of the rating on any Class of Certificates in effect immediately prior to such
sale, assignment; and (iii) the Master Servicer shall deliver to the Trustee an
Officer's Certificate and an Opinion of Independent Counsel, each stating that
all conditions precedent to such action under this Agreement have been fulfilled
and such action is permitted by and complies with the terms of this Agreement.
No such sale, assignment or delegation shall affect any liability of the Master
Servicer arising prior to the effective date thereof.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
"Master Servicer Event of Termination," wherever used herein, means
any one of the following events:
(i) The Master Servicer fails to deposit in the Distribution Account
any amount required to be advanced by it hereunder or any amount received
by it from a Servicer or any other Person and required to be deposited by
it pursuant to this Agreement, and such failure continues unremedied for a
period of two 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; or
(ii) The Master Servicer fails to observe or perform in any material
respect any other material covenants and agreements set forth in this
Agreement to be performed by it, which covenants and agreements materially
affect the rights of Certificateholders, and such failure continues
unremedied for a period of 30 days after the date on which written notice
of such failure, properly 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 Voting Rights
aggregating not less than 25% of the Certificates; or
(iii) There is entered against the Master Servicer a decree or order
by a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or liquidator in
any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding up or liquidation of its
affairs, and the continuance of any such decree or order is unstayed and
in effect for a period of 60 consecutive days, or an involuntary case is
commenced against the Master Servicer under any applicable insolvency or
reorganization statute and the petition is not dismissed within 60 days
after the commencement of the case; or
(iv) The Master Servicer consents to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or substantially all of its property; or
the Master Servicer admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for
the benefit of its creditors, or voluntarily suspends payment of its
obligations; or
(v) The Master Servicer assigns or delegates its duties or rights
under this Agreement in contravention of the provisions permitting such
assignment or delegation under Section 6.05.
In each and every such case, so long as such Event of Default with
respect to the Master Servicer shall not have been remedied, either the Trustee
or the Holders of Certificates evidencing Voting Rights aggregating not less
than 25% of the Certificates, by notice in writing to the Master Servicer (and
to the Trustee if given by such Certificateholders), with a copy to the Rating
Agencies, may terminate all of the rights and obligations (but not the
liabilities) of the Master Servicer under this Agreement. Upon the receipt by
the Master Servicer of the written notice, all authority and power of the Master
Servicer under this Agreement, shall, subject to Section 7.02, automatically and
without further action pass to and be vested in the Trustee pursuant to this
Section 7.01; 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 rights and obligations hereunder,
including, without limitation, the transfer to the Trustee of (i) the funds in
the Collection Account and all other property and amounts which are then or
should be part of the Trust or which thereafter become part of the Trust; and
(ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee to enable it to assume the Master Servicer's duties
thereunder. In addition to any other amounts which are then, or, notwithstanding
the termination of its activities under this Agreement, may become payable to
the Master Servicer under this Agreement, the Master Servicer shall be entitled
to receive, out of any amount received on account of a Mortgage Loan or related
REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given.
The termination of the rights and obligations of the Master Servicer shall not
affect any obligations incurred by the Master Servicer prior to such
termination.
Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a Scheduled Payment on a Mortgage Loan which was due prior to
the notice terminating such Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
such Master Servicer would have been entitled pursuant to Sections 3.10(a)(i)
through (viii),and any other amounts payable to such Master Servicer hereunder
the entitlement to which arose prior to the termination of its activities
hereunder.
Section 7.02. Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, subject to and
to the extent provided in Section 3.05, be the successor to the Master Servicer
in its capacity as Master Servicer under this Agreement and the transactions set
forth or provided for herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the Master Servicer by the
terms and provisions hereof and applicable law including the obligation to make
Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to investment income on all funds to which the Master Servicer would
have been entitled to in the Collection Account or Distribution Account if the
Master Servicer had continued to act hereunder. Notwithstanding the foregoing,
if the Trustee has become the successor to the Master Servicer in accordance
with Section 7.01 hereof, the Trustee may, if it shall be unwilling to so act,
or shall, if it is prohibited by applicable law from making Advances pursuant to
Section 4.01 hereof or if it is otherwise unable to so act, or if it has been
requested in writing by Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates to do so, appoint, or petition a
court of competent jurisdiction to appoint, any established mortgage loan
servicing institution the appointment of which does not adversely affect the
then current rating of the Certificates by each Rating Agency 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. Any
successor to the Master Servicer shall be an institution which is a ▇▇▇▇▇▇ ▇▇▇
and ▇▇▇▇▇▇▇ Mac approved seller/servicer in good standing, which has a net worth
of at least $50,000,000, and which is willing to master service the Mortgage
Loans and executes and delivers to the Depositor and the Trustee an agreement
accepting such delegation and assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Master Servicer (other than liabilities of the Master
Servicer under Section 6.03 hereof incurred prior to termination of the Master
Servicer under Section 7.01), with like effect as if originally named as a party
to this Agreement; and provided further that each Rating Agency acknowledges
that its rating of the Certificates in effect immediately prior to such
assignment and delegation will not be qualified or reduced as a result of such
assignment and delegation. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so
acting, shall, subject to Section 3.05 hereof, act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor master
servicer out of payments on Mortgage Loans as it and such successor master
servicer shall agree; provided, however, that no such compensation shall be in
excess of the compensation permitted the Master Servicer hereunder. The Trustee
and such successor master servicer shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. 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 or any failure to perform, or any
delay in performing, any duties or responsibilities hereunder, in either case
caused by the failure of the Master Servicer to deliver or provide, or any delay
in delivering or providing, any cash, information, documents or records to it.
Any successor master servicer as Master Servicer shall give notice
to the Servicers of such change of master servicer and shall, during the term of
its service as master servicer maintain in force the policy or policies that the
Master Servicer is required to maintain pursuant to Section 3.11.
The Trustee or successor master servicer shall be entitled to be
reimbursed from the Master Servicer for all costs associated with the transfer
of master servicing from the predecessor master servicer, including, without
limitation, any costs or expenses (including but not limited to personnel time)
associated with the complete transfer of all master servicing data and the
completion, correction or manipulation of such master servicing data as may be
required by the Trustee or successor master servicer to correct any errors or
insufficiencies in the master servicing data or otherwise to enable the Trustee
or successor master servicer to master service the Mortgage Loans properly and
effectively. If the Master Servicer does not pay such reimbursement within
thirty (30) days of its receipt of an invoice therefor, such reimbursement shall
be an expense of the Trust and the Trustee shall be entitled to withdraw such
reimbursement from amounts on deposit in the Distribution Account pursuant to
Section 3.10(b)(iv); provided that the Master Servicer shall reimburse the Trust
for any such expense incurred by the Trust.
Section 7.03. Notification to Certificateholders.
(a) Upon any termination of or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.
(b) Within 60 days after the occurrence of any Master Servicer
Event of Termination, the Trustee shall transmit by mail to all
Certificateholders notice of each such Master Servicer Event of Termination
hereunder known to the Trustee, unless such Master Servicer Event of Termination
shall have been cured or waived.
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE MASTER SERVICER
Section 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of a Master Servicer Event of
Termination and after the curing or waiver of all Master Servicer Events of
Termination that may have occurred, shall undertake to perform such duties and
only such duties as are specifically set forth in this Agreement. In case a
Master Servicer Event of Termination has occurred and remains uncured or
unwaived, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument. If
any such instrument is found not to conform in any material respect to the
requirements of this Agreement, the Trustee shall notify the Certificateholders
of such non-conforming instrument in the event the Trustee, after so requesting,
does not receive a satisfactorily corrected instrument.
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) unless a Master Servicer Event of Termination has occurred, the
Trustee has actual knowledge of shall have occurred and be continuing, 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 the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Agreement which it believed in good faith to be genuine and to have
been duly executed by the proper authorities respecting any matters
arising hereunder;
(ii) the Trustee shall not be liable for an error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be finally proven that the Trustee was negligent
in ascertaining the pertinent facts;
(iii) the Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of Holders of Certificates evidencing not less than 25%
of the Voting Rights of Certificates relating to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising or omitting to exercise any trust or power
conferred upon the Trustee under this Agreement; and
(iv) Subject to Section 7.02, 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 7.02 and
thereupon only for the acts or omissions of the Trustee as successor
Master Servicer.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's
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 Trustee
shall have no responsibility to ascertain or confirm the genuineness of
any signature of any such party or parties;
(ii) the Trustee may consult with counsel, financial advisers or
accountants and the advice of any such counsel, financial advisers or
accountants and any advice of 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 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) prior to the occurrence of a Master Servicer Event of
Termination and after the curing or waiver of all Master Servicer Events
of Termination 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, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates evidencing not
less than 25% of the Voting Rights allocated to each Class of
Certificates; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of
the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to
so proceeding. The reasonable expense of every such examination shall be
paid by the Master Servicer or, if paid by the Trustee, shall be
reimbursed by the Master Servicer upon demand. Nothing in this clause (iv)
shall derogate from the obligation of the Master Servicer to observe any
applicable law prohibiting disclosure of information regarding the
Mortgagors;
(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 or a custodian and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or
custodian appointed by the Trustee with due care;
(vi) the Trustee shall not be required to risk or expend its own
funds or otherwise incur any financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers hereunder
if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not assured
to it, and none of the provisions contained in this Agreement shall in any
event require the Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this
Agreement, except during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges
of, the Master Servicer in accordance with the terms of this Agreement;
(vii) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the
investment security);
(viii) the Trustee shall not be deemed to have knowledge of a Master
Servicer Event of Termination until a Responsible Officer of the Trustee
obtains actual knowledge of such failure or the Trustee receives written
notice of such failure from the Master Servicer or the holders of
Certificates evidencing not less than 25% of the Voting Rights of
Certificates. In the absence of such receipt of such notice, the Trustee
may conclusively assume that there is no Master Servicer Event of
Termination; and
(ix) the Trustee shall be under no obligation to exercise any of the
trusts, rights or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity satisfactory
to the Trustee against the costs, expenses and liabilities which may be
incurred therein or thereby.
The Trustee shall have no duty (A) to see to any recording, filing,
or depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing or to
any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance or (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the Distribution Account.
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans.
The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor or the Transferor, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document other than with respect
to the Trustee's execution and counter-signature of the Certificates. The
Trustee shall not be accountable for the use or application by the Depositor or
the Master Servicer of any funds paid to the Depositor or the Master Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Collection
Account by the Master Servicer (unless remitted to the Trustee for deposit in
the Distribution Account).
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact business with the parties
hereto and their Affiliates with the same rights as it would have if it were not
the Trustee.
Section 8.05. Trustee's Fees and Expenses.
The Trustee shall be compensated as separately agreed with the
Master Servicer. The Trustee and any director, officer, employee, agent or
"control person" within the meaning of the Securities Act of 1933, as amended,
and the Securities Exchange of 1934, as amended ("Control Person") of the
Trustee shall be indemnified by the Trust and held harmless against any loss,
liability or expense (including reasonable attorney's fees) (i) incurred in
connection with any claim or legal action relating to (a) this Agreement or (b)
the Certificates, (ii) incurred in connection with the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense (x)
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trustee's duties hereunder, (y) incurred by reason of
any action of the Trustee taken at the direction of the Certificateholders, or
(z) which would not constitute an "unanticipated expense incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii)
resulting from any error in any tax or information return prepared by the Master
Servicer. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee hereunder. Without limiting the foregoing,
and except for any such expense, disbursement or advance as may arise from the
Trustee's negligence, bad faith or willful misconduct, or which would not be an
"unanticipated expense" within the meaning of the second preceding sentence, the
Trustee shall be reimbursed by the Trust for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement with respect to: (A) the reasonable
compensation and the expenses and disbursements of its counsel not associated
with the closing of the issuance of the Certificates, (B) the reasonable
compensation, expenses and disbursements of any accountant, engineer, appraiser
or other agent that is not regularly employed by the Trustee, to the extent that
the Trustee must engage such Persons to perform acts or services hereunder and
(C) printing and engraving expenses in connection with preparing any Definitive
Certificates. The Trust shall fulfill its obligations under this paragraph from
amounts on deposit from time to time in the Distribution Account.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a 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, subject
to supervision or examination by federal or state authority and with a credit
rating of at least investment grade. 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 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07 hereof. The entity serving
as Trustee may have normal banking and trust relationships with the Depositor
and its affiliates or the Master Servicer and its affiliates; provided, however,
that such entity cannot be an affiliate of the Master Servicer other than the
Trustee in its role as successor to the Master Servicer.
Section 8.07. Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice of resignation to the Depositor and the
Master Servicer and each Rating Agency not less than 60 days before the date
specified in such notice when, subject to Section 8.08, such resignation is to
take effect, and acceptance by a successor trustee in accordance with Section
8.08 meeting the qualifications set forth in Section 8.06. If no successor
trustee meeting such qualifications shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice or
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 8.06 hereof and shall fail to resign after
written request thereto by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in triplicate, one copy
of which instrument shall be delivered to the Trustee, one copy of which shall
be delivered to the Master Servicer and one copy to the successor trustee.
The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee 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 by the successor Trustee to the Master Servicer, one complete
set to the Trustee so removed and one complete set to the successor so
appointed. Notice of any removal of the Trustee shall be given to each Rating
Agency by the Successor Trustee.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08 hereof.
Section 8.08. Successor Trustee.
Any successor trustee appointed as provided in Section 8.07 hereof
shall execute, acknowledge and deliver to the Depositor and to its predecessor
trustee and the Master Servicer an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties, and obligations.
No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 hereof and its appointment
shall not adversely affect the then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or other entity into which the Trustee may be merged
or converted or with which it may be consolidated or any corporation or other
entity resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or other entity succeeding to the
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation or other entity shall be eligible under the
provisions of Section 8.06 hereof without the execution or filing of any paper
or further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request to do so, or in the case a Master Servicer Event of
Termination shall have occurred and be continuing, the Trustee alone shall have
the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 and no notice to Certificateholders of the appointment of any
co-trustee or separate trustee shall be required under Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:
(i) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee, except for the obligation of the Trustee under
this Agreement to advance funds on behalf of the Master Servicer, shall be
conferred or imposed upon and exercised or performed by the Trustee (as
successor master servicer) and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (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 applicable Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No trustee hereunder shall be held personally liable by reason
of any act or omission of any other trustee hereunder and such appointment
shall not, and shall not be deemed to, constitute any such separate
trustee or co-trustee as agent of the Trustee; and
(iii) The Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Master Servicer and the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Tax Matters.
It is intended that the assets with respect to which any REMIC
election is to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to such assets shall be
such as to qualify such assets as, a "real estate mortgage investment conduit"
as defined in and in accordance with the REMIC Provisions. In furtherance of
such intention, the Master Servicer covenants and agrees that it shall act as
agent (and the Master Servicer is hereby appointed to act as agent) on behalf of
such REMIC and that in such capacity it shall: (a) prepare, submit to the
Trustee for execution, and file, or cause to be prepared and filed, in a timely
manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form
1066 or any successor form adopted by the Internal Revenue Service) and prepare
and file or cause to be prepared and filed with the Internal Revenue Service and
applicable state or local tax authorities income tax or information returns for
each taxable year with respect to such REMIC, containing such information and at
the times and in the manner as may be required by the Code or state or local tax
laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby, including without limitation, the
calculation of any original issue discount using the prepayment assumptions
provided in the Prospectus Supplement; (b) apply for an Employee Identification
Number from the Internal Revenue Service via Form SS-4 or other acceptable
method for such REMIC and within thirty days of the Closing Date, furnish or
cause to be furnished to the Internal Revenue Service, on Form 8811 or as
otherwise may be required by the Code, the name, title, address, and telephone
number of the person that the holders of the Certificates may contact for tax
information relating thereto, together with such additional information as may
be required by such Form, and update such information at the time or times in
the manner required by the Code; (c) make or cause to be made elections that
such assets be treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law); (d) provide
information necessary for the computation of tax imposed on the transfer of a
Residual Certificate to a Person that is not a Permitted Transferee described in
clauses (i)-(iv) of the definition thereof, or an agent (including a broker,
nominee or other middleman) of a non-Permitted Transferee (the reasonable cost
of computing and furnishing such information may be charged to the Person liable
for such tax); (e) to the extent that they are under its control, conduct
matters relating to such assets at all times that any Certificates are
outstanding so as to maintain the status as a REMIC under the REMIC Provisions;
(f) not knowingly or intentionally take any action or omit to take any action
that would cause the termination of the REMIC status; (g) to the extent under
its control, not permit the creation of any interests in such REMIC other than
the Certificates; (h) to the extent under its control, not receive any amount
representing a fee or other compensation for services (except as otherwise
permitted by this Agreement); (i) to the extent under its control, receive any
income attributable to any asset which is neither a "qualified mortgage" nor a
"permitted investment" within the meaning of the REMIC Provisions; (j) not
receive any contributions to such REMIC after the Startup Day that would be
subject to tax under Section 860G(d) of the Code; (k) to the extent under its
control, not dispose of any assets of such REMIC at a gain if such disposition
would be a "prohibited transaction" within the meaning of Section 860F(a)(2) of
the Code; (l) pay, from the sources specified in the last paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on such REMIC prior to its
termination 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 causing the withholding of payment of such tax, if
permitted by law, pending the outcome of such proceedings); (m) prepare and
deliver to the Trustee all federal, state or local income tax or information
returns shall be signed by the Trustee or such other Person as may be required
to sign such returns by the Code or state or local laws, regulations or rules;
and (n) maintain records relating to such REMIC, including but not limited to
the income, expenses, assets and liabilities thereof and the adjusted basis of
the assets determined at such intervals as may be required by the Code, as may
be necessary to prepare the foregoing returns, schedules, statements or
information. The Holder of the largest Percentage Interest of the Class A-R
Certificates shall act as "tax matters person" for the Upper-Tier REMIC within
the meaning of Treasury Regulations Section 1.860F-4(d), and the Master Servicer
is hereby designated as agent of such Class A-R Certificateholder for such
purpose. The Holder of the largest Percentage Interest of the Class A-LR
Certificates shall act as "tax matters person" for 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 such Class A-LR Certificateholder for such
purpose. In such capacity, the Master Servicer shall, as and when necessary and
appropriate, represent the related REMIC in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of such
REMIC, enter into settlement agreements with any governmental taxing agency,
extend any statute of limitations relating to any tax item of such REMIC, and
otherwise act on behalf of such REMIC in relation to any tax matter or
controversy involving it.
In order to enable the Master Servicer to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Master Servicer within ten (10) days after the Closing Date all information or
data that the Master Servicer requests in writing and determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of the Certificates and the Mortgage Loans. Thereafter, the
Depositor shall provide to the Master Servicer promptly upon written request
therefor, any such additional information or data that the Master Servicer may,
from time to time, reasonably request in order to enable the Master Servicer to
perform its duties as set forth herein. The Depositor hereby indemnifies the
Master Servicer for any losses, liabilities, damages, claims or expenses of the
Master Servicer arising from any errors or miscalculations of the Master
Servicer that result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Master Servicer on a timely
basis.
In the event that any tax is imposed on "prohibited transactions" of
either REMIC as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of such REMIC as defined in Section 860G(c) of the
Code, on any contribution to such REMIC after the Startup Day pursuant to
Section 860G(d) of the Code, or any other tax is imposed, if not paid as
otherwise provided for herein, such tax shall be paid by (i) the Master Servicer
or the Trustee, respectively, if any such other tax arises out of or results
from a breach by the Master Servicer or the Trustee, respectively, of any of its
obligations under this Agreement, (ii) the Transferor, if any such tax arises
out of or results from the Transferor's obligation to repurchase a Mortgage Loan
pursuant to Section 2.02 or 2.03 or (iii) in all other cases, or in the event
that the Trustee, the Master Servicer or the Transferor fails to honor its
obligations under the preceding clauses (i),(ii) or (iii), any such tax will be
paid with amounts otherwise to be distributed to the Certificateholders, as
provided in Section 3.10(b).
Section 8.12. Periodic Filings.
Within 15 days after each Distribution Date, the Master Servicer
shall, in accordance with industry standards, file with the Commission via the
Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 8-K with a copy
of the Monthly Statement for such Distribution Date as an exhibit thereto. Prior
to January 30, 2003, the Master Servicer shall, in accordance with industry
standards, file a Form 15 Suspension Notification with respect to the Trust
Fund, if applicable. Prior to March 30, 2003, the Master Servicer shall file a
Form 10-K, in substance conforming to industry standards, with respect to the
Trust Fund. The Depositor hereby grants to the Master Servicer a limited power
of attorney to execute and file each such document on behalf of the Depositor.
Such power of attorney shall continue until either the earlier of (i) receipt by
the Master Servicer from the Depositor of written termination of such power of
attorney and (ii) the termination of the Trust Fund. Each of the Depositor and
Trustee agrees to promptly furnish to the Master Servicer, from time to time
upon request, such further information, reports, and financial statements within
its control related to this Agreement and the Mortgage Loans as the Master
Servicer reasonably deems appropriate to prepare and file all necessary reports
with the Commission. The Master Servicer shall have no responsibility to file
any items other than those specified in this section.
Section 8.13. Appointment of the Custodian.
The Trustee may at any time on or after the Closing Date, with the
consent of the Depositor, appoint one or more Custodians to hold all or a
portion of the Custodial Files as agent for the Trustee, by entering into one or
more custodial agreements in a form acceptable to the Depositor. 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 Custodial File. The Master
Servicer agrees to pay an annual fee to the Custodian in an amount separately
agreed upon by the Master Servicer and the Custodian.
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Liquidation or Purchase of All
Mortgage Loans.
Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Transferor, the Master Servicer and the Trustee created hereby
with respect to the Trust Fund shall terminate upon the later of (i) the
maturity or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to this Agreement. In no event shall the
trusts created hereby continue beyond the earlier of (i) the expiration of 21
years from the death of the survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
the late Ambassador of the United States to the Court of St. James's, living on
the date hereof and (ii) the Latest Possible Maturity Date.
Section 9.02. Final Distribution on the Certificates.
If on any Determination Date, the Master Servicer determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Collection Account, the Master Servicer
shall direct the Trustee promptly to send a final distribution notice to each
Certificateholder.
Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 15th
day and no later than the 10th day of the month next preceding the month of such
final distribution. Any such notice shall specify (a) the Distribution Date upon
which final distribution on the Certificates will be made upon presentation and
surrender of Certificates at the office therein designated, (b) the amount of
such final distribution, (c) the location of the office or agency at which such
presentation and surrender must be made, and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office therein
specified. The Trustee will give such notice to each Rating Agency at the time
such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class, in the
order set forth in Section 4.02 hereof, on the final Distribution Date, in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (i) as to each Class of
Regular Certificates, the Certificate Principal Balance thereof plus (a) accrued
interest thereon (or on their Notional Amount, if applicable) in the case of an
interest bearing Certificate and (b) any Class A-P Deferred Amounts in the case
of the Principal Only Certificates, and (ii) as to the Residual Certificates,
the amount, if any, which remains on deposit in the Distribution Account (other
than the amounts retained to meet claims) after application pursuant to clause
(i) above.
In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take reasonable steps, or may appoint an agent to take reasonable steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets of the Upper-Tier REMIC which remain subject hereto and the Class A-R and
Class A-LR Certificateholders shall be entitled to all unclaimed funds and other
assets of the Upper-Tier REMIC and the Lower-Tier REMIC, respectively, which
remain subject hereto.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
This Agreement may be amended from time to time by the Depositor,
the Transferor, the Master Servicer and the Trustee without the consent of any
of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
any defective provision herein or to supplement any provision herein which may
be inconsistent with any other provision herein or in the Prospectus Supplement,
(iii) to add to the duties of the Depositor, the Trustee, the Transferor or the
Master Servicer, (iv) to add any other provisions with respect to matters or
questions arising hereunder or (v) to modify, alter, amend, add to or rescind
any of the terms or provisions contained in this Agreement; provided that any
action pursuant to clauses (iv) or (v) above shall not, as evidenced by an
Opinion of Counsel (which Opinion of Counsel shall be an expense of the party
requesting the amendment, or if the Trustee requests the amendment, the Trust
Fund), adversely affect in any material respect the interests of any
Certificateholder; provided, however, that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificate
holders if the Person requesting the amendment 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; it being
understood and agreed that any such letter in and of itself will not represent a
determination as to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such rating. The
Trustee, the Depositor, the Transferor and the Master Servicer also may at any
time and from time to time amend this Agreement without the consent of the
Certificateholders to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or helpful to (i) maintain the qualification of
either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC under the Code,
(ii) avoid or minimize the risk of the imposition of any tax on any REMIC
pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code, provided that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or (unless requested by the
Trustee or the Master Servicer) the Trust Fund, to the effect that such action
is necessary or helpful to, as applicable, (i) maintain such qualification, (ii)
avoid or minimize the risk of the imposition of such a tax or (iii) comply with
any such requirements of the Code.
This Agreement may also be amended from time to time by the
Depositor, the Transferor, the Master Servicer and the Trustee with the consent
of the Holders of a Majority in Interest 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 of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in the preceding clause (i), without the consent of the Holders of
Certificates of such Class evidencing, as to such Class, Percentage Interests
aggregating 66% or (iii) reduce the aforesaid percentages of Certificates the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all such Certificates then outstanding.
Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, to the effect that such amendment is permitted
hereunder and will not cause the imposition of any tax under the REMIC
Provisions on any REMIC or the Certificateholders 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 to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance or a copy of such amendment to each
Certificateholder and each Rating Agency.
It shall not be necessary for the consent of Certificateholders
under this Section to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be an
expense of the Trustee or the Trust Fund), satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.
Section 10.02. Recordation of Agreement; Counterparts.
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 Trustee at the expense of the Trust (acting at the written
direction of a Majority in Interest of the Certificateholders), 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. Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 10.04. Intention of Parties.
It is the express intent of the parties hereto that the conveyance
of the Trust Fund by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Trustee. It is, further, not the intention of the
parties that such conveyance be deemed a pledge thereof by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Depositor, or if for any other
reason this Agreement is held or deemed to create a security interest in such
assets, then (i) this Agreement shall be deemed to be a security agreement
within the meaning of the Uniform Commercial Code of the State of New York and
(ii) the conveyance provided for in this Agreement shall be deemed to be an
assignment and a grant by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the assets that constitute
the Trust Fund, whether now owned or hereafter acquired.
The Depositor for the benefit of the Certificateholders shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. The Depositor shall arrange for
filing any Uniform Commercial Code continuation statements in connection with
any security interest granted or assigned to the Trustee for the benefit of the
Certificateholder.
Section 10.05. Notices.
(a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Master Servicer Event of Termination
that has not been cured;
3. The resignation or termination of the Master Servicer or the
Trustee and the appointment of any successor;
4. The repurchase or substitution of Mortgage Loans pursuant to
Section 2.03; and
5. The final payment to Certificateholders.
In addition, the Master Servicer shall, upon request, promptly
furnish to each Rating Agency copies of the following:
1. Each annual statement as to compliance described in Section
3.21;
2. Each annual independent public accountants' servicing report
described in Section 3.22.
(b) All directions, demands and notices hereunder shall be in
writing or via facsimile and shall be deemed to have been duly given when
delivered to (a) in the case of the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Capital I Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: General
Counsel, facsimile (▇▇▇) ▇▇▇-▇▇▇▇, (b) in the case of the Master Servicer, ▇▇▇▇▇
Fargo Bank Minnesota, N.A., ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or, for
overnight deliveries, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), facsimile
(▇▇▇) ▇▇▇-▇▇▇▇, or such other address as may be hereafter furnished to the
Depositor and the Trustee by the Master Servicer in writing, (c) in the case of
the Trustee, the Corporate Trust Office, or such other address as the Trustee
may hereafter furnish to the Depositor or Master Servicer, facsimile (212)
373-1383, (d) in the case of the Transferor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage
Capital Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: General
Counsel, facsimile (▇▇▇) ▇▇▇-▇▇▇▇, and (e) in the case of the Rating Agencies,
the address specified therefor in the definition corresponding to the name of
such Rating Agency. Notices to Certificateholders shall be deemed given when
mailed, first class postage prepaid, to their respective addresses appearing in
the Certificate Register.
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. Assignment.
Notwithstanding anything to the contrary contained herein, except as
provided in Section 6.02, Section 6.05 and this Section 10.07, this Agreement
may not be assigned by the Master Servicer without the prior written consent of
the Trustee and Depositor (which consent shall not be unreasonably withheld or
delayed).
Section 10.08. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the trust created hereby, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of the Certificates be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of a Master Servicer Event of Termination and of the continuance thereof, as
herein provided, and unless the Holders of Certificates evidencing not less than
25% of the Voting Rights evidenced by the Certificates shall also have made
written request to the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section 10.08, each
and every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.
Section 10.09. Inspection and Audit Rights.
The Master Servicer agrees that, on reasonable prior notice, it will
permit and will (to the extent provided in each Purchase and Servicing
Agreement) cause each Servicer to permit any representative of the Depositor or
the Trustee during the Master Servicer's or Servicer's, as the case may be,
normal business hours, to examine all the books of account, records, reports and
other papers of the Master Servicer or the Servicer, as the case may be,
relating to the Mortgage Loans, to make copies and extracts therefrom, to cause
such books to be audited by independent certified public accountants selected by
the Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to the Mortgage Loans with its officers, employees and independent
public accountants (and by this provision the Master Servicer or the Servicer,
as the case may be, hereby authorizes said accountants to discuss with such
representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under this
Section 10.09 shall be borne by the party requesting such inspection; all other
such expenses shall be borne by the Master Servicer or the related Servicer.
Section 10.10. Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Transferor and
the Master Servicer have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above
written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I
INC.,
as Depositor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
BANK ONE, N.A.,
as Trustee
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ MORTGAGE
CAPITAL INC.,
as Transferor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK MINNESOTA, N.A.,
as Master Servicer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of August, 2002 before me, a notary public in and
for said State, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ known to me to be a
Vice President of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of August, 2002 before me, a notary public in and
for said State, personally appeared ▇▇▇ ▇▇▇▇▇▇▇▇ known to me to be a Assistant
Vice President of Bank One, N.A., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Alooma-▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of August, 2002 before me, a notary public in and
for said State, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ known to me to be a
Vice President of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., one of
the corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Notary Public
STATE OF MARYLAND )
) ss.:
COUNTY OF ▇▇▇▇▇▇ )
On the 30th day of August, 2002 before me, a notary public in and
for said State, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ known to me to be an
Assistant Vice President of ▇▇▇▇▇ Fargo Bank Minnesota, N.A., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Notary Public
SCHEDULE I
Mortgage Loan Schedule
(Delivered to the Trustee ont he Closing Date)
SCHEDULE II
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
Mortgage Pass-Through Certificates
Series 2002-WL1
Representations and Warranties as to the Mortgage Loans
-------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc. (the "Transferor")
hereby makes with respect the Bank of America Mortgage Loans sold by it to the
Depositor pursuant to the ▇▇▇▇ of Sale the following representation and
warranty. Capitalized terms used but not otherwise defined in this Schedule II
shall have the meanings ascribed thereto in the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") relating to the above-referenced Series,
among the Transferor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as depositor,
▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer, and Bank One, N.A., as
trustee.
With respect to each representation and warranty made by Bank of
America as of the Bank of America Loan Sale Date, to the Transferor's knowledge,
no event has occurred from the Bank of America Loan Sale Date which would render
such representations and warranties to be untrue in any material respect.
EXHIBIT A-1-A-1
(FORM OF CLASS 1-A-1 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 1-A-1-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Certificate Principal Balance of this Certificate $[_________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $10,000,000
of this Class:
CUSIP: 61746W RG 7
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 1-A-1
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-1-A-2
(FORM OF CLASS 1-A-2 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 1-A-2-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 5.75%
Initial Certificate Principal Balance of this Certificate $[_________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $25,000,000
of this Class:
CUSIP: 61746W UT 5
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 1-A-2
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-1-A-3
(FORM OF CLASS 1-A-3 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 1-A-3-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 5.75%
Initial Certificate Principal Balance of this Certificate $[_________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $190,000
of this Class:
CUSIP: 61746W UU 2
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 1-A-3
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-1-A-4
(FORM OF CLASS 1-A-4 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 1-A-4-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 5.50%
Initial Certificate Principal Balance of this Certificate $[_________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $86,070,000
of this Class:
CUSIP: 61746W UV 0
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 1-A-4
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-1-A-5
(FORM OF CLASS 1-A-5 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 1-A-5-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Certificate Principal Balance of this Certificate $[_________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $17,214,000
of this Class:
CUSIP: 61746W UW 8
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 1-A-5
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that _______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-1-A-6
(FORM OF CLASS 1-A-6 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: 1-A-6-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Notional Amount of this Certificate ("Denomination"): $[_________]
Initial Notional Amount of all Certificates of this Class: $17,214,000
CUSIP: 61746W UX 6
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 1-A-6
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate specified above in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
(the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital
Inc., as transferor (the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as
master servicer (the "Servicer"), and Bank One, N.A., as trustee (the
"Trustee"). Distributions on this Certificate will be made primarily from
collections on the Mortgage Loans in Loan Group 1 pursuant to the terms of the
Agreement. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:[___________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-1-A-7
(FORM OF CLASS 1-A-7 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: 1-A-7-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Notional Amount of this Certificate ("Denomination"): $[_________]
Initial Notional Amount of all Certificates of this Class: $1,049,583
CUSIP: 61746W UY 4
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 1-A-7
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor
(the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:[___________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-2-A-1
(FORM OF CLASS 2-A-1 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 2-A-1-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Certificate Principal Balance of this Certificate $[________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $11,000,000
of this Class:
CUSIP: 61746W RH 5
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 2-A-1
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 2 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-2-A-2
(FORM OF CLASS 2-A-2 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 2-A-2-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 5.50%
Initial Certificate Principal Balance of this Certificate $[________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $198,464,000
of this Class:
CUSIP: 61746W UZ 1
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 2-A-2
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that _______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 2 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-2-A-3
(FORM OF CLASS 2-A-3 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 2-A-3-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Certificate Principal Balance of this Certificate $[________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $25,000,000
of this Class:
CUSIP: 61746W VA 5
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 2-A-3
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 2 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-2-A-4
(FORM OF CLASS 2-A-4 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: 2-A-4-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Notional Amount of this Certificate ("Denomination"): $[_________]
Initial Notional Amount of all Certificates of this Class: $36,692,000
CUSIP: 61746W VB 3
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 2-A-4
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ______________________ is the registered owner
of the Percentage Interest evidenced by this Certificate specified above in
certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
(the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital
Inc., as transferor (the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as
master servicer (the "Servicer"), and Bank One, N.A., as trustee (the
"Trustee"). Distributions on this Certificate will be made primarily from
collections on the Mortgage Loans in Loan Group 2 pursuant to the terms of the
Agreement. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [__________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-3-A-1
(FORM OF CLASS 3-A-1 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 3-A-1-[ ]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $25,000,000
of this Class:
CUSIP: 61746W VC 1
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 3-A-1
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-3-A-2
(FORM OF CLASS 3-A-2 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 3-A-2-[ ]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 5.75%
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $115,131,000
of this Class:
CUSIP: 61746W VD 9
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 3-A-2
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-3-A-3
(FORM OF CLASS 3-A-3 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 3-A-3-[ ]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $25,584,000
of this Class:
CUSIP: 61746W VE 7
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 3-A-3
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-3-A-4
(FORM OF CLASS 3-A-4 CERTIFICATE)
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.*]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: 3-A-4-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Notional Amount of this Certificate ("Denomination"): $[__________]
Initial Notional Amount of all Certificates of this Class: $25,584,000
CUSIP: 61746W VF 4
----------
* Only applicable if Certificate is a Book-Entry Certificate.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 3-A-4
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor
(the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-3-A-5
(FORM OF CLASS 3-A-5 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 3-A-5-[ ]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.25%
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $18,195,000
of this Class:
CUSIP: 61746W VG 2
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 3-A-5
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-3-A-6
(FORM OF CLASS 3-A-6 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No.: 3-A-6-[ ]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.25%
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $17,657,000
of this Class:
CUSIP: 61746W VH 0
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 3-A-6
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-A-X-1
(FORM OF CLASS A-X-1 CERTIFICATE)
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.*]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: A-X-1-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Notional Amount of this Certificate ("Denomination"): $[__________]
Initial Notional Amount of all Certificates of this Class: $10,182,711
CUSIP: 61746W RM 4
----------
* Only applicable if Certificate is a Book-Entry Certificate.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class A-X-1
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor
(the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 and Loan Group 2 pursuant to the terms of the Agreement. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-A-X-2
(FORM OF CLASS A-X-2 CERTIFICATE)
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.*]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: A-X-2-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Notional Amount of this Certificate ("Denomination"): $[__________]
Initial Notional Amount of all Certificates of this Class: $24,739,862
CUSIP: 61746W VM 9
----------
* Only applicable if Certificate is a Book-Entry Certificate.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class A-X-2
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor
(the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 and Loan Group 2 pursuant to the terms of the Agreement. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-A-X-3
(FORM OF CLASS A-X-3 CERTIFICATE)
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.*]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: A-X-3-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Notional Amount of this Certificate ("Denomination"): $[__________]
Initial Notional Amount of all Certificates of this Class: $336,327
CUSIP: 61746W VN 7
----------
* Only applicable if Certificate is a Book-Entry Certificate.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class A-X-3
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor
(the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 and Loan Group 2 pursuant to the terms of the Agreement. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-3-A-X
(FORM OF CLASS 3-A-X CERTIFICATE)
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.*]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No.: 3-A-X-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.25%
Initial Notional Amount of this Certificate ("Denomination"): $[__________]
Initial Notional Amount of all Certificates of this Class: $16,962,766
CUSIP: 61746W VP 2
----------
* Only applicable if Certificate is a Book-Entry Certificate.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class 3-A-X
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred
to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate specified above in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor
(the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-A-P
(FORM OF CLASS A-P CERTIFICATE)
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.*]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS A PRINCIPAL ONLY CERTIFICATE AND IS NOT ENTITLED
TO ANY DISTRIBUTIONS IN RESPECT OF INTEREST.
Certificate No.: A-P-[ ]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $431,280.47
of this Class:
CUSIP: 61746W RN 2
----------
* Only applicable if Certificate is a Book-Entry Certificate.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class A-P
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 and Loan Group 2 pursuant to the terms of the Agreement. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-A-R
(FORM OF CLASS A-R CERTIFICATE)
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). TRANSFERS OF THIS CERTIFICATE TO
ANY PERSON WHO IS NOT A PERMITTED TRANSFEREE, AS SET FORTH IN SECTION 5.02(C) OF
THE AGREEMENT IS PROHIBITED.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY
BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM
ATTACHED TO THE AGREEMENT.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW SHALL BE VOID AND OF NO EFFECT.
Certificate No.: A-R-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Certificate Principal Balance of this Certificate $[___]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $50
of this Class:
CUSIP: 61746W RP 7
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1 evidencing the distributions
allocable to the Class A-R Certificates with respect to a Trust Fund consisting
primarily of three pools of conventional loans (the "Mortgage Loans") secured by
first liens on one- to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest in certain monthly distributions with respect to a Trust
Fund consisting of the Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Capital I Inc. (the "Depositor"). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement") among the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage
Capital Inc., as transferor (the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota,
N.A., as master servicer (the "Servicer"), and Bank One, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned 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.
Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class A-R
Certificate at the Corporate Trust Office of the Trustee.
No transfer of a Class A-R Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA, Section 4975 of the Code or Similar Law, nor a
person acting on behalf of any such plan, which representation letter shall not
be an expense of the Trustee or the Servicer. Notwithstanding anything else to
the contrary herein any purported transfer of a Class A-R Certificate to or on
behalf of an employee benefit plan subject to ERISA, the Code or Similar Law
shall be void and of no effect.
Each Holder of this Class A-R Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class A-R Certificate must be a Permitted Transferee,
(ii) no Ownership Interest in this Class A-R Certificate may be transferred
without delivery to the Trustee of (a) a transfer affidavit of the proposed
transferee and (b) a transfer certificate of the transferor, each of such
documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class A-R Certificate must
agree to require a transfer affidavit and to deliver a transfer certificate to
the Trustee as required pursuant to the Agreement, (iv) each person holding or
acquiring an Ownership Interest in this Class A-R Certificate must agree not to
transfer an Ownership Interest in this Class A-R Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class A-R
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT A-A-LR
(FORM OF CLASS A-LR CERTIFICATE)
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). TRANSFERS OF THIS CERTIFICATE TO
ANY PERSON WHO IS NOT A PERMITTED TRANSFEREE, AS SET FORTH IN SECTION 5.02(C) OF
THE AGREEMENT IS PROHIBITED.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY
BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM
ATTACHED TO THE AGREEMENT.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW SHALL BE VOID AND OF NO EFFECT.
Certificate No.: A-LR-[_]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Certificate Principal Balance of this Certificate $[___]
("Denomination"):
Initial Certificate Principal Balances of all Certificates $50
of this Class:
CUSIP: 61746W VQ 0
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1 evidencing the distributions
allocable to the Class A-LR Certificates with respect to a Trust Fund consisting
primarily of three pools of conventional loans (the "Mortgage Loans") secured by
first liens on one- to four-family residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest in certain monthly distributions with respect to a Trust
Fund consisting of the Mortgage Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Capital I Inc. (the "Depositor"). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement") among the Depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage
Capital Inc., as transferor (the "Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota,
N.A., as master servicer (the "Servicer"), and Bank One, N.A., as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned 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.
Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class A-LR
Certificate at the Corporate Trust Office of the Trustee.
No transfer of a Class A-LR Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA, Section 4975 of the Code or Similar Law, nor a
person acting on behalf of any such plan, which representation letter shall not
be an expense of the Trustee or the Servicer. Notwithstanding anything else to
the contrary herein any purported transfer of a Class A-LR Certificate to or on
behalf of an employee benefit plan subject to ERISA, the Code or Similar Law
shall be void and of no effect.
Each Holder of this Class A-LR Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class A-LR Certificate must be a Permitted
Transferee, (ii) no Ownership Interest in this Class A-LR Certificate may be
transferred without delivery to the Trustee of (a) a transfer affidavit of the
proposed transferee and (b) a transfer certificate of the transferor, each of
such documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class A-LR Certificate must
agree to require a transfer affidavit and to deliver a transfer certificate to
the Trustee as required pursuant to the Agreement, (iv) each person holding or
acquiring an Ownership Interest in this Class A-LR Certificate must agree not to
transfer an Ownership Interest in this Class A-LR Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class A-LR
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT B-1
(FORM OF B-1, B-2 OR B-3 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
Certificate No.: [B-1-[_]] [B-2-[_]]
[B-3-[_]]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: 6.00%
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"): [__________]
[__________]
Initial Certificate Principal Balances of all Certificates $[2,162,000]
of this Class: $[982,000]
$[590,000]
CUSIP: [61746W RJ 1]
[61746W RK 8]
[61746W RL 6]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class [B-1] [B-2] [B-3]
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 and Loan Group 2 pursuant to the terms of the Agreement. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT B-2
(FORM OF 3-B-1, 3-B-2 OR 3-B-3 CERTIFICATE)
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
Certificate No.: [3-B-1-[_]]
[3-B-2-[_]]
[3-B-3-[_]]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"): [__________]
[__________]
Initial Certificate Principal Balances of all Certificates $[2,857,000]
of this Class: $[2,328,000]
$[1,693,000]
CUSIP: [61746W VJ 6]
[61746W VK 3]
[61746W VL 1]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class [3-B-1] [3-B-2] [3-B-3]
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT C-1
(FORM OF B-4, B-5 OR B-6 CERTIFICATE)
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY
BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, DELIVERS TO THE
TRUSTEE A REPRESENTATION LETTER OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. (SUCH REPRESENTATION SHALL BE
DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A
CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST
IN A CERTIFICATE OF THIS CLASS.) NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID
AND OF NO EFFECT.
Certificate No.: [B-4-[_]] [B-5-[_]]
[B-6-[_]]
Cut-off Date: August 1, 2002
First Distribution Date: September 25, 2002
Pass-Through Rate: Variable in
accordance with
the Agreement
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"): [__________]
[__________]
Initial Certificate Principal Balances of all Certificates $[393,000]
of this Class: $[393,000]
$[393,447.19]
CUSIP: [61746W TF 7]
[61746W TG 5]
[61746W TH 3]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class [B-4] [B-5] [B-6]
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 1 and Loan Group 2 pursuant to the terms of the Agreement. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer. In the event that such a transfer is
to be made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered (except in the case
of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Servicer, or the
Depositor. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation (letter) from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Title I of ERISA, Section 4975 of the Code, or
a plan subject to any federal, state or local law ("Similar Law") materially
similar to the foregoing provisions of ERISA or the Code, nor a person acting on
behalf of any such plan, which representation letter shall not be an expense of
the Trustee or the Servicer, (ii) if the purchaser is an insurance company, a
representation that the purchaser is an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the
case of any such Certificate presented for registration in the name of an
employee benefit plan subject to ERISA, Section 4975 of the Code or Similar Law
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan, an Opinion of
Counsel satisfactory to the Trustee and the Servicer to the effect that the
purchase or holding of such Certificate will not result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code or similar provisions of Similar
Law and will not subject the Trustee or any Servicer to any obligation in
addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or the Servicer. (Such representation shall be
deemed to have been made to the Trustee by the Transferee's acceptance of a
Certificate of this Class and by a beneficial owner's acceptance of its interest
in a Certificate of this Class.) Notwithstanding anything else to the contrary
herein, any purported transfer of a Certificate of this Class to or on behalf of
an employee benefit plan subject to ERISA, the Code or Similar Law without the
opinion of counsel satisfactory to the Trustee as described above shall be void
and of no effect.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT C-2
(FORM OF 3-B-4, 3-B-5 OR 3-B-6 CERTIFICATE)
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY
BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, DELIVERS TO THE
TRUSTEE A REPRESENTATION LETTER OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. (SUCH REPRESENTATION SHALL BE
DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF A
CERTIFICATE OF THIS CLASS AND BY A BENEFICIAL OWNER'S ACCEPTANCE OF ITS INTEREST
IN A CERTIFICATE OF THIS CLASS.) NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA, THE CODE OR SIMILAR LAW WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID
AND OF NO EFFECT.
Certificate No.: [3-B-4-[_]]
[3-B-5-[_]]
[3-B-6-[_]]
Cut-off Date: August 1, 2002
First Distribution Date: September 25,
2002
Pass-Through Rate: 7.25%
Initial Certificate Principal Balance of this Certificate $[__________]
("Denomination"): [__________]
[__________]
Initial Certificate Principal Balances of all Certificates $[1,058,000]
of this Class: $[741,000]
$[1,375,115.97]
CUSIP: [61746W TJ 9]
[61746W TK 6]
[61746W TL 4]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
Class [3-B-4] [3-B-5] [3-B-6]
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of three pools of conventional loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance at any time may
be less than the Certificate Principal Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. (the "Depositor").
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of the Cut-off Date specified above (the "Agreement") among the Depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the
"Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Distributions on
this Certificate will be made primarily from collections on the Mortgage Loans
in Loan Group 3 pursuant to the terms of the Agreement. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned 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.
No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer. In the event that such a transfer is
to be made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered (except in the case
of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Servicer, or the
Depositor. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation (letter) from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Title I of ERISA, Section 4975 of the Code, or
a plan subject to any federal, state or local law ("Similar Law") materially
similar to the foregoing provisions of ERISA or the Code, nor a person acting on
behalf of any such plan, which representation letter shall not be an expense of
the Trustee or the Servicer, (ii) if the purchaser is an insurance company, a
representation that the purchaser is an insurance company which is purchasing
such Certificates with funds contained in an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, or (iii) in the
case of any such Certificate presented for registration in the name of an
employee benefit plan subject to ERISA, Section 4975 of the Code or Similar Law
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan, an Opinion of
Counsel satisfactory to the Trustee and the Servicer to the effect that the
purchase or holding of such Certificate will not result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code or similar provisions of Similar
Law and will not subject the Trustee or any Servicer to any obligation in
addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or the Servicer. (Such representation shall be
deemed to have been made to the Trustee by the Transferee's acceptance of a
Certificate of this Class and by a beneficial owner's acceptance of its interest
in a Certificate of this Class.) Notwithstanding anything else to the contrary
herein, any purported transfer of a Certificate of this Class to or on behalf of
an employee benefit plan subject to ERISA, the Code or Similar Law without the
opinion of counsel satisfactory to the Trustee as described above shall be void
and of no effect.
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 shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: [______________]
BANK ONE, N.A.,
as Trustee
By:_____________________________________
Countersigned:
By:_________________________________
Authorized Signatory of
BANK ONE, N.A.,
as Trustee
EXHIBIT D
(RESERVED)
EXHIBIT E
(Form of Reverse of Certificates)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
Mortgage Pass-Through Certificates, Series 2002-WL1
This Certificate is one of a duly authorized issue of Certificates
designated as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Capital I Inc. Trust 2002-WL1, Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.
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 on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Office of the Trustee or such other
location specified in the notice to Certificateholders of such final
distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Transferor, the Depositor, the Servicer and the Trustee with the consent
of the Holders of Certificates affected by such amendment evidencing the
requisite Percentage Interest, as provided in the Agreement. 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 therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited 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 of the Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee,
accompanied by a 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 the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in 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 the same Class in authorized denominations
and evidencing the same 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 may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer, and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Servicer, the Trustee, nor any such agent shall be affected by
any notice to the contrary.
On any Distribution Date on which the Pool Principal Balance is less
than 10% of the aggregate Cut-off Date Principal Balances of the Mortgage Loans,
the Servicer will have the option to repurchase, in whole, from the Trust Fund
all remaining Mortgage Loans and all property acquired in respect of the
Mortgage Loans at a purchase price determined as provided in the Agreement. In
the event that no such optional termination occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the
maturity or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property in
respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. In no event, however, will
the trust created by the Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants living at the date of the
Agreement of a certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
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 Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Statements should be mailed to _________________________________________________
_______________________________________________________________________________.
This information is provided by, ____________________________ the
assignee named above, or ____________________________, as its agent.
STATE OF )
) ss.:
COUNTY OF )
On the day of _______, 200_ before me, a notary public in and for
said State, personally appeared ___________________________________, known to me
who, being by me duly sworn, did depose and say that he executed the foregoing
instrument.
________________________________________
Notary Public
[Notarial Seal]
EXHIBIT F
FORM OF INITIAL CERTIFICATION
[date]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Pooling and Servicing Agreement among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Capital I Inc., as depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage
Capital Inc., as transferor, ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as
master servicer (the "Master Servicer") and custodian, and Bank One,
N.A., as trustee, in connection with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Capital I Inc. Trust 2002-WL1, Mortgage Pass-Through Certificates,
Series 2002-WL1
Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned
hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed
on the attached schedule) it has received:
(i) (a) the original Mortgage Note or (b) with respect to any Lost
Mortgage Note, a lost note affidavit from the Depositor stating that the
original Mortgage Note was lost or destroyed; and
(ii) a duly executed assignment of the Mortgage (which may be
included in a blanket assignment or assignments).
Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.
The undersigned has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The undersigned makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any of
the documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.
[ ]
as [Trustee] [Custodian]
By:_____________________________________
Name:
Title:
EXHIBIT G
FORM OF FINAL CERTIFICATION
[date]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Pooling and Servicing Agreement among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Capital I Inc., as depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage
Capital Inc., as transferor, ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as
master servicer and Bank One, N.A., as trustee, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Capital I Inc. Trust 2002-WL1, Mortgage Pass-Through
Certificates, Series 2002-WL1
Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned
hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or listed on the attached
Document Exception Report) it has received:
(i) The original Mortgage Note endorsed in the form provided in
Section 2.01(c) of the Pooling and Servicing Agreement, with all intervening
endorsements showing a complete chain of endorsement from the transferor to the
Depositor.
(ii) The original recorded Mortgage.
(iii) A duly executed assignment of the Mortgage in the form
provided in Section 2.01(b) of the Pooling and Servicing Agreement, or, if the
Depositor has certified or the undersigned otherwise knows that the related
Mortgage has not been returned from the applicable recording office, a copy of
the assignment of the Mortgage (excluding information to be provided by the
recording office).
(iv) The original or duplicate original recorded assignment or
assignments of the Mortgage showing a complete chain of assignment from the
originator to the Depositor.
(v) The original or duplicate original lender's title policy and all
riders thereto or, any one of an original title binder, an original preliminary
title report or an original title commitment, or a copy thereof certified by the
title company.
Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items (1), (2), (3), (4),
(9), (16) and (21) of the definition of the "Mortgage Loan Schedule" in Section
1.01 of the Pooling and Servicing Agreement accurately reflects information set
forth in the Mortgage File.
The undersigned on behalf of the Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the Pooling and Servicing Agreement. The undersigned on
behalf of the Trustee makes no representations as to: (i) the validity,
legality, sufficiency, enforceability or genuineness of any of the documents
contained in each Mortgage File of any of the Mortgage Loans identified on the
Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.
[ ],
as [Trustee] [Custodian]
By:____________________________________
Name:
Title:
EXHIBIT H
FORM OF CLASS [A-R][A-LR] TRANSFER AFFIDAVIT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. TRUST 2002-WL1
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
Mortgage Pass-Through Certificates
Series 2002-WL1
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as
follows:
1. The undersigned is an officer of _______, the proposed Transferee
of an Ownership Interest in a Class [A-R][A-LR] Certificate (the "Certificate")
issued pursuant to the Pooling and Servicing Agreement dated as of August 1,
2002 (the "Agreement") among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as
depositor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor (the
"Transferor"), ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer (the "Master
Servicer"), and Bank One, N.A., as trustee (the "Trustee"). Capitalized terms
used, but not defined herein or in Exhibit 1 hereto, shall have the meanings
ascribed to such terms in the Agreement. The Transferee has authorized the
undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are
Disqualified Organizations; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is a Disqualified Organization, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is not a Disqualified Organization and, at the time
of Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is a
Disqualified Organization is the record holder of an interest in such entity.
The Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is not a Disqualified Organization and the
pass-through entity does not have actual knowledge that such affidavit is false;
provided, that a pass-through entity which is an "electing large partnership"
under the Code will be subject to tax in all events. (For this purpose, a
"pass-through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.) The Transferee further understands that it may incur tax liabilities
with respect to the holding of the Certificate in excess of cash flows generated
thereby.
5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement (attached hereto as Exhibit 2 and incorporated herein by
reference) and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit I to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.
7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate. The Transferee historically has paid its debts as they have
become due and intends to do so in the future. The Transferee understands that
the taxable income and tax liability with respect to this Certificate will
exceed distributions with respect to the Certificate in some or all periods and
intends to pay all taxes with respect to the Certificate as they become due.
8. The Transferee's taxpayer identification number is __________.
9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30) or is not a U.S. Person and has furnished the Transferor and the
Trustee with a duly completed Internal Revenue Service Form W-8ECI or any
applicable successor form.
10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
11. The Transferee will not cause income with respect to the
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other Person.
12. Check one of the following paragraphs:
|_| The present value of the anticipated tax liabilities associated
with holding the Certificate, as applicable, does not exceed the sum of:
(i) the present value of any consideration given to the Transferee
to acquire such Certificate;
(ii) the present value of the expected future distributions on such
Certificate; and
(iii) the present value of the anticipated tax savings associated
with holding such Certificate as the related REMIC generates
losses.
For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.
|_| The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
(i) the Transferee is an "eligible corporation," as defined in
U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
which income from the Certificate will only be taxed in the
United States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the
transfer, the Transferee had gross assets for financial
reporting purposes (excluding any obligation of a person
related to the Transferee within the meaning of U.S. Treasury
Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Certificate only to another
"eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that
satisfies the requirements of U.S. Treasury Regulations
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
1.860E-1(c)(5); and
(iv) the Transferee determined the consideration paid to it to
acquire the Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and
reinvestment assumptions, tax rates and other factors specific
to the Transferee) that it has determined in good faith.
|_| None of the above.
13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a
plan subject to any federal, state or local law ("Similar Law") materially
similar to the foregoing provisions of ERISA or the Code, and the Transferee is
not acting on behalf of such a plan.
* * *
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ____________ day of __________________, 200_.
________________________________________
PRINT NAME OF TRANSFEREE
By:_____________________________________
Name:
Title:
[Corporate Seal]
ATTEST:
_______________________________________
[Assistant] Secretary
Personally appeared before me the above-named _______, known or proved to
me to be the same person who executed the foregoing instrument and to be the
__________ of the Transferee, and acknowledged that he executed the same as his
free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this ____________________________ day
of _______, 200_.
________________________________________
NOTARY PUBLIC
My Commission expires the ______ day of
________________, 200_.
EXHIBIT 1
to EXHIBIT H
Certain Definitions
"Disqualified Organization": A Person specified in clauses (i)-(iv)
of the definition of "Permitted Transferee."
"Ownership Interest": As to any Residual Certificate, any ownership
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial.
"Permitted Transferee": Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, International Organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in Section 860E(c)(l) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership (except as
provided in applicable Treasury Regulations), or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate whose income is subject to United States federal income tax
purposes regardless of its source or a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust and
one or more persons described in this clause (v) have the authority to control
all substantial decisions of the 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 United States persons) unless such Person has
furnished the transferor and the Trustee with a duly completed Internal Revenue
Service Form W-8ECI or any applicable successor form, (vi) any Person with
respect to whom income on any Residual Certificate is attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
treaty, of such Person or any other Person and (vii) any other Person so
designated by the Depositor based upon an Opinion of Counsel that the Transfer
of an Ownership Interest in a Residual Certificate to such Person may cause a
REMIC hereunder to fail to qualify as a REMIC at any time that the Certificates
are outstanding. The terms "United States," "State" and "International
Organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions. A corporation will not be treated as an instrumentality of
the United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception of
the ▇▇▇▇▇▇▇ Mac, a majority of its board of directors is not selected by such
government unit.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Residual Certificate.
EXHIBIT 2
to EXHIBIT H
Section 5.02(c) of the Agreement
Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted
Transferee.
(ii) No Ownership Interest in a Residual Certificate may be
registered on the Closing Date or thereafter transferred, and the Trustee shall
not register the Transfer of any Residual Certificate unless, in addition to the
certificates required to be delivered to the Trustee under subparagraph (b)
above, the Trustee shall have been furnished with an affidavit (a "Transfer
Affidavit") of the initial owner or the proposed transferee in the form attached
hereto as Exhibit H.
(iii) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (A) to obtain a Transfer Affidavit from any
other Person to whom such Person attempts to Transfer its Ownership Interest in
a Residual Certificate, (B) to obtain a Transfer Affidavit from any Person for
whom such Person is acting as nominee, trustee or agent in connection with any
Transfer of a Residual Certificate and (C) not to Transfer its Ownership
Interest in a Residual Certificate or to cause the Transfer of an Ownership
Interest in a Residual Certificate to any other Person if it has actual
knowledge that such Person is not a Permitted Transferee.
(iv) Any attempted or purported Transfer of any Ownership Interest
in a Residual Certificate in violation of the provisions of this Section 5.02(c)
shall be absolutely null and void and shall vest no rights in the purported
Transferee. If any purported transferee shall become a Holder of a Residual
Certificate in violation of the provisions of this Section 5.02(c), then the
last preceding Permitted Transferee shall be restored to all rights as Holder
thereof retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 5.02(b) and this Section 5.02(c) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit, Transferor
Certificate and either the Rule 144A Letter or the Investment Letter. The
Trustee shall be entitled but not obligated to recover from any Holder of a
Residual Certificate that was in fact not a Permitted Transferee at the time it
became a Holder or, at such subsequent time as it became other than a Permitted
Transferee, all payments made on such Residual Certificate at and after either
such time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Permitted Transferee of such
Certificate.
(v) The Depositor shall use its best efforts to make available, upon
receipt of written request from the Trustee, all information necessary to
compute any tax imposed under Section 860E(e) of the Code as a result of a
Transfer of an Ownership Interest in a Residual Certificate to any Holder who is
not a Permitted Transferee described in clauses (i) through (iv) of the
definition thereof.
The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Loan
Seller, the Transferors or the Servicer, to the effect that the elimination of
such restrictions will not cause a REMIC hereunder to fail to qualify as a REMIC
at any time that the Certificates are outstanding or result in the imposition of
any tax on the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any Ownership Interest in a Residual Certificate hereby
consents to any amendment of this Agreement which, based on an Opinion of
Counsel furnished to the Trustee, is reasonably necessary (a) to ensure that the
record ownership of, or any beneficial interest in, a Residual Certificate is
not transferred, directly or indirectly, to a Person that is not a Permitted
Transferee and (b) to provide for a means to compel the Transfer of a Residual
Certificate which is held by a Person that is not a Permitted Transferee to a
Holder that is a Permitted Transferee.
EXHIBIT I
FORM OF TRANSFEROR CERTIFICATE
_____________________
Date
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Bank One, N.A., as trustee
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Re: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Capital I Inc. Trust 2002-WL1, Mortgage Pass-Through
Certificates, Series 2002-WL1, Class [ ]
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we
certify that (a) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of Section
5 of the Securities Act of 1933, as amended and (b) to the extent we are
disposing of a Class [A-R] [A-LR] Certificate, (i) we have no knowledge the
Transferee is not a Permitted Transferee, (ii) after conducting a reasonable
investigation of the financial condition of the Transferee, we have no reason to
believe that the Transferee will not pay taxes with respect to the Class [A-R]
[A-LR] Certificate when due and (iii) we have no reason to believe that the
statements made in paragraph 11 of the Transferee's Transfer Affidavit are
false.
Very truly yours,
________________________________________
Print Name of Transferor
By:_____________________________________
Authorized Officer
EXHIBIT J
FORM OF INVESTMENT LETTER (NON-RULE 144A)
_____________________
Date
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Bank One, N.A., as trustee
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Re: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Capital I Inc. Trust 2002-WL1, Mortgage Pass-Through
Certificates, Series 2002-WL1, Class [ ]
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan or
arrangement subject to any federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or the Code, nor are we
acting on behalf of any such plan or arrangement, nor are we using the assets of
any such plan or arrangement to effect such acquisition or (ii) if we are an
insurance company, we are an insurance company that is purchasing such
Certificates with funds contained in an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.
Very truly yours,
________________________________________
Print Name of Transferor
By:____________________________________
Authorized Officer
EXHIBIT K
FORM OF RULE 144A LETTER
_____________________
Date
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Bank One, N.A., as trustee
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
Re: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Capital I Inc. Trust 2002-WL1, Mortgage Pass-Through
Certificates, Series 2002-WL1, Class [ ]
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a plan or
arrangement subject to any federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or the Code, nor are we
acting on behalf of any such plan or arrangement, nor are we using the assets of
any such plan or arrangement to effect such acquisition or (ii) if we are an
insurance company, we are an insurance company that is purchasing such
Certificates with funds contained in an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone
acting on our behalf offered, transferred, pledged, sold or otherwise disposed
of the Certificates, any interest in the Certificates or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (f) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.
ANNEX 1
to EXHIBIT K
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
(For Transferees Other Than Registered Investment Companies)
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned
and/or invested on a discretionary basis either at least $100,000 in securities
or, if Buyer is a dealer, Buyer must own and/or invest on a discretionary basis
at least $10,000,000 in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended.
Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of Columbia,
the business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of
which is attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
Broker-dealer. The Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to supervision
by the insurance commissioner or a similar official or agency of a State,
territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.
Investment Advisor. The Buyer is an investment advisor registered
under the Investment Advisors Act of 1940.
Small Business Investment Company. Buyer is a small business
investment company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958.
Business Development Company. Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.
________________________________________
Print Name of Buyer
By:____________________________________
Name:
Title:
Date:
ANNEX 2
to EXHIBIT K
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
(For Transferees That are Registered Investment Companies)
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.
___ The Buyer owned $_______ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).
___ The Buyer is part of a Family of Investment Companies which
owned in the aggregate $_______ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.
________________________________________
Print Name of Buyer or Adviser
By:____________________________________
Name:
Title:
IF AN ADVISER:
________________________________________
Print Name of Buyer
Date:
EXHIBIT L
FORM OF REQUEST FOR RELEASE OF DOCUMENTS
To: [Trustee] [Custodian]
Attn
Re: Pooling and Servicing Agreement, dated as of August 1, 2002, by and
among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as depositor,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Mortgage Capital Inc., as transferor,
▇▇▇▇▇ Fargo Bank Minnesota, N.A., as master servicer, and Bank One,
N.A., as trustee
In connection with the administration of the Mortgage Loans held by
you as Trustee or Custodian pursuant to the above-captioned Pooling and
Servicing Agreement, we request the release, and hereby acknowledge receipt, of
the Mortgage File for the Mortgage Loan described below, for the reason
indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
______ 1. Mortgage Paid in Full
______ 2. Foreclosure
______ 3. Substitution
______ 4. Other Liquidation (Repurchases, etc.)
______ 5. Nonliquidation
Reason:____________________________________
Address to which Custodian should
Deliver the Custodial File: ________________________________________
________________________________________
________________________________________
By:_____________________________________
(authorized signer)
Issuer:_____________________________________
Address:____________________________________
____________________________________
Date:_______________________________________
Please acknowledge the execution of the above request by your signature and date
below:
____________________________________ _________________
Signature Date
Documents returned to Custodian:
____________________________________ _________________
Custodian Date