SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 28, 1998
(Date of earliest event reported)
Commission File No. 333-21263
Norwest Asset Securities Corporation
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Delaware 52-1972128
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State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. Other Events
On January 28, 1998, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1998-4, 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 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11 Class
1-A-12, Class 1-A-R, Class 1-A-LR, Class 1-M, Class 1-B-1, Class 1-B-2, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class
2-M, Class 2-B-1 and Class 2-B-2 (the "Offered Certificates"), having an
aggregate original principal balance of $470,214,000.00. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of January 28, 1998, among the Registrant, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer" or "Norwest Bank"),
United States Trust Company of New York, as trustee, and First Union National
Bank, as trust administrator (the "Agreement"), a copy of which is filed as an
exhibit hereto. Mortgage Pass-Through Certificates, Series 1998-4, Class 1-A-PO
Certificates (having an initial principal balance of $143,813.67, Class 2-A-PO
Certificates (having an initial principal balance of $94,016.24 and Class 1-B-3,
Class 1-B-4, Class 1-B-5, Class 2-B-3, Class 2-B-4 and Class 2-B-5 Certificates
(having an aggregate initial principal balance of $4,033,773.03 (the "Private
Class B Certificates" and, together with the Class 1-A-PO Certificates, Class
2-A-PO Certificates and the Offered Certificates, the "Certificates"), were also
issued pursuant to the Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 99.10% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Private
Class B Certificates, distributions on which are subordinated to distributions
on the Offered Certificates, and the Class 1-A-PO and Class 2-A-PO Certificates
to the extent described in the Agreement.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). 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 1-A-8, Class 1-A-9, Class 1-A-10, Class
1-A-11, Class 1-A-12, Class 1-A-PO, Class 1-M, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-PO, Class 2-M, Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 2-B-4 and Class 2-B-5 Certificates will be treated as
"regular interests" in the Upper-Tier REMIC and the Class 1-A-R and Class 1-A-LR
Certificate will be treated as the "residual interests" in the Upper-Tier REMIC
and Lower-Tier REMIC, respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated as of
January 28, 1998, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association, United
States Trust Company of New York, as trustee,
and First Union National Bank, as trust
administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
January 28, 1998
/s/ Alan S. McKenney
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Alan S. McKenney
Assistant Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing Agreement, dated as of E
January 28, 1998 among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association, United
States Trust Company of New York, as trustee,
and First Union National Bank, as trust
administrator.
This Pooling and Servicing Agreement, dated as of January 28, 1998 executed
by NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: (A) for the Class 1-A-9A Component will be the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Class A Subclass Principal Balance of the Class 1-A-5 Certificates and
the Component Principal Balance of the Class 1-A-10A Component have been reduced
to zero or (ii) the Group 1 Cross-Over Date; (B) for the Class 1-A-10A Component
will be the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Class A Subclass Principal Balance of the Class
1-A-5 Certificates and the Component Principal Balance of the Class 1-A-9A
Component have been reduced to zero or (ii) the Group 1 Cross-Over Date; (C) for
the Class 1-A-9B will be the earlier to occur of (i) the Distribution Date
following the Distribution Date on which the Class A Subclass Principal Balance
of the Class 1-A-6 Certificates and the Component Principal Balances of the
Class 1-A-7B and Class 1-A-10B Components have been reduced to zero or (ii) the
Group 1 Cross-Over Date; (D) for the Class 1-A-10B Component will be the earlier
to occur of (i) the Distribution Date following the Distribution Date on which
the Class A Subclass Principal Balance of the Class 1-A-6 Certificates and the
Component Principal Balance of the Class 1-A-7B and Class 1-A-9B Components have
been reduced to zero or (ii) the Group 1 Cross-Over Date; (E) for the Class
1-A-9C Component will be the earlier to occur of (i) the Distribution Date
following the Distribution Date on which the Class A Subclass Principal Balance
of the Class 1-A-8 Certificates and the Component Principal Balances of the
Class 1-A-7A and Class 1-A-10C Components have been reduced to zero or (ii) the
Group 1 Cross-Over Date; (F) for the Class 1-A-10C Component will be the earlier
to occur of (i) the Distribution Date following the Distribution Date on which
the Class A Subclass Principal Balance of the Class 1-A-8 Certificates and the
Component Principal Balances of the Class 1-A-7A and Class 1-A-9C Components
have been reduced to zero or (ii) the Group 1 Cross-Over Date; and (G) for the
Class 1-A-11 Certificates will be the earlier to occur of (i) the Distribution
Date following the Distribution Date on which the Class A Subclass Principal
Balance of each such Subclass of Class 1-A Certificates (other than the PAC
Certificates and the Class 1-A-11, Class 1-A-12, Class 1-A-R, Class 1-A-LR and
Class 1-A-PO Certificates) have been reduced to zero or (ii) the Group 1
Cross-Over Date.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trust
Administrator pursuant to Section 8.11. There shall initially be no
Authenticating Agent for the Certificates.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the Trust Administrator in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any of the Class 1-A-1 Certificates, Class 1-A-2
Certificates, Class 1-A-3 Certificates, Class 1-A-5 Certificates, Class 1-A-6
Certificates, Class 1-A-7 Certificates, Class 1-A-8 Certificates, Class 1-A-9
Certificates, Class 1-A-10 Certificates, Class 1-A-11 Certificates, Class
1-A-12, Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3
Certificates, Class 2-A-4 Certificates, Class 2-A-5 Certificates or Class 2-A-6
Certificates, beneficial ownership and transfers of which shall be evidenced by,
and made through, book entries by the Clearing Agency as described in Section
5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates, Class M Certificates or
Class B Certificates.
Certificate Account: Each of the Pool 1 Certificate Account and the Pool 2
Certificate Account.
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the Trust Administrator.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for (i) variations
in the Percentage Interest or evidenced thereby and (ii) in the case of the
Class A Certificates and Class B Certificates, variations in Subclass
designation and other Subclass characteristics.
Class 1-A Certificates: The Class 1-A-1 Certificates, Class 1-A-2
Certificates, Class 1-A-3 Certificates, Class 1-A-4 Certificates, Class 1-A-5
Certificates, Class 1-A-6 Certificates, Class 1-A-7 Certificates, Class 1-A-8
Certificates, Class 1-A-9 Certificates, Class 1-A-10 Certificates, Class 1-A-11
Certificates, Class 1-A-12 Certificates, Class 1-A-PO Certificates, Class 1-A-R
Certificate and Class 1-A-LR Certificate.
Class 1-A Certificateholder: The registered holder of a Class 1-A
Certificate.
Class 1-A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class 1-A Certificates pursuant to
Paragraphs first, second, third and
fourth of Section 4.01(a)(i) on such Distribution Date.
Class 1-A Fixed Pass-Through Rate: As to any Distribution Date, the rate
per annum set forth in Section 11.01.
Class 1-A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class 1-A Subclass Interest Accrual Amounts with respect to such
Distribution Date.
Class 1-A Loss Denominator: As to any Determination Date, an amount equal
to the sum of (i) the Class 1-A Subclass Principal Balances of the Class 1-A
Certificates (other than the Class 1-A-9, Class 1-A-10 and Class 1-A-11
Certificates), (ii) for each Class 1-A-9 Component, the lesser of the Component
Principal Balance of such Component and the Original Component Principal Balance
of such Class 1-A-9 Component, (iii) for each Class 1-A-10 Component, the lesser
of the Component Principal Balance of such Component and the Original Component
Principal Balance of such Class 1-A-10 Component and (iv) the lesser of the
Class 1-A Subclass Principal Balance of the Class 1-A-11 Certificates and the
Original Class 1-A Subclass Principal Balance of the Class 1-A-11 Certificates.
Class 1-A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class 1-A Interest Accrual Amount, (ii) the
sum of the Class 1-A Subclass Unpaid Interest Shortfalls for each Class 1-A
Subclass and (iii) the Class 1-A Non-PO Optimal Principal Amount.
Class 1-A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 1 Outstanding Mortgage Loan, of the
product of (x) the Pool 1 Non-PO Fraction with respect to such Mortgage Loan,
and (y) the sum of:
(i) the Class 1-A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 1 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 1-A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class 1-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 1 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan.
Class 1-A Non-PO Principal Amount: As to any Distribution Date the
aggregate amount distributed in respect of the Class 1-A Subclasses pursuant to
Paragraph third clause I(A) of Section
4.01(a)(i).
Class 1-A Non-PO Principal Balance: As of any date, an amount equal to the
Class 1-A Principal Balance less the Class 1-A Subclass Principal Balance of the
Class 1-A-PO Certificates.
Class 1-A Non-PO Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the Class 1-A-9 and Class 1-A-10 Component Accrual
Distribution Amounts, if any, with respect to such Distribution Date, (ii) the
Class 1-A-11 Accrual Distribution Amount, if any, with respect to such
Distribution Date, and (iii) the Class 1-A Non-PO Principal Amount.
Class 1-A Percentage: As to any Distribution Date occurring on or prior to
the Group 1 Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class 1-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Pool 1 Balance
(Non-PO Portion). As to any Distribution Date occurring subsequent to the Group
1 Cross-Over Date, 100% or such lesser percentage which will cause the Class 1-A
Non-PO Principal Balance to decline to zero following the distribution made on
such Distribution Date.
Class 1-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in January 2003, 100%. As to any Distribution
Date subsequent to January 2003 to and including the Distribution Date in
January 2004, the Class 1-A Percentage as of such Distribution Date plus 70% of
the Group 1 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to January 2004 to and including the Distribution
Date in January 2005, the Class 1-A Percentage as of such Distribution Date plus
60% of the Group 1 Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to January 2005 to and including the
Distribution Date in January 2006, the Class 1-A Percentage as of such
Distribution Date plus 40% of the Group 1 Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to January 2006 to and
including the Distribution Date in January 2007, the Class 1-A Percentage as of
such Distribution Date plus 20% of the Group 1 Subordinated Percentage as of
such Distribution Date. As to any Distribution Date subsequent to January 2007,
the Class 1-A Percentage as of such Distribution Date. The foregoing is subject
to the following: (i) if the aggregate distribution to Holders of Class 1-A
Certificates on any Distribution Date of the Class 1-A Prepayment Percentage
provided above of (a) Unscheduled Principal Receipts with respect to Pool 1
Mortgage Loans distributable on such Distribution Date would reduce the Class
1-A Non-PO Principal Balance below zero, the Class 1-A Prepayment Percentage for
such Distribution Date shall be the percentage necessary to bring the Class 1-A
Non-PO Principal Balance to zero and thereafter the Class 1-A Prepayment
Percentage shall be zero and (ii) if the Class 1-A Percentage as of any
Distribution Date is greater than the Original Class 1-A Percentage, the Class
1-A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Class 1-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Class 1-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Class 1-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class 1-A Prepayment Percentage for the
Distribution Date occurring in the January preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class 1-A
Prepayment Percentage for the current Distribution Date, the current Class 1-A
Percentage and Group 1 Subordinated Percentage shall be utilized). In order for
the reduction referred to in the second through sixth sentences to be
applicable, with respect to any Distribution Date (a) the average outstanding
principal balance on such Distribution Date and for the preceding five
Distribution Dates on the Pool 1 Mortgage Loans that were delinquent 60 days or
more (including for this purpose any payments due with respect to such Mortgage
Loans in foreclosure and REO Mortgage Loans which are Pool 1 Mortgage Loans)
must be less than 50% of the current Class 1-M Principal Balance and the current
Class 1-B Principal Balance and (b) cumulative Realized Losses on the Pool 1
Mortgage Loans shall not exceed (1) 30% of the Group 1 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2003 and January 2004, (2) 35% of the Group 1 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2004 and January 2005, (3) 40% of the Group 1 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2005 and January 2006, (4) 45% of the Group 1 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2006 and January 2007, and (5) 50% of the Group 1 Original Subordinated
Principal Balance if such Distribution Date occurs during or after February
2007. With respect to any Distribution Date on which the Class 1-A Prepayment
Percentage is reduced below the Class 1-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trust Administrator,
based upon information provided by each Servicer as to the Pool 1 Mortgage Loans
serviced by it that the criteria set forth in the preceding sentence are met.
Class 1-A Principal Balance: As of any date, an amount equal to the sum of
the Class A Subclass Principal Balances for the Class 1-A-1 Certificates, Class
1-A-2 Certificates, Class 1-A-3 Certificates, Class 1-A-5 Certificates, Class
1-A-6 Certificates, Class 1-A-7 Certificates, Class 1-A-8 Certificates, Class
1-A-9 Certificates, Class 1-A-10 Certificates, Class 1-A-11 Certificates, Class
1-A-12 Certificates, Class 1-A-PO Certificates, Class 1-A-R Certificate and
Class 1-A-LR Certificate.
Class 1-A Subclass: Any of the Subclasses of Class 1-A Certificates
consisting of the Class 1-A-1 Certificates, Class 1-A-2 Certificates, Class
1-A-3 Certificates, Class 1-A-4 Certificates, Class 1-A-5 Certificates, Class
1-A-6 Certificates, Class 1-A-7 Certificates, Class 1-A-8 Certificates, Class
1-A-9 Certificates, Class 1-A-10 Certificates, Class 1-A-11 Certificates, Class
1-A-12 Certificates, Class 1-A-PO Certificates, Class 1-A-R Certificate and
Class 1-A-LR Certificate.
Class 1-A Subclass Distribution Amount: As to any Distribution Date and any
Class 1-A Subclass (other than the Class 1-A-4, Class 1-A-9, Class 1-A-10, Class
1-A-11 and Class 1-A-PO Certificates), the amount distributable to such Class
1-A Subclass pursuant to Paragraphs first, second and third clause I(A) of
Section 4.01(a)(i). As to the Class 1-A-9 and Class 1-A-10 Certificates the sum
of (i) as to any Distribution Date with respect to a Component prior to its
applicable Accretion Termination Date, the amount distributable to the Class
1-A-9 or Class 1-A-10 Certificates, as the case may be, with respect to such
Component pursuant to the provisos in Paragraphs first and second of Section
4.01(a)(i) and Paragraph third clause I(A) of Section 4.01(a)(i), and (ii) as to
any Distribution Date with respect to a Component on or after the applicable
Accretion Termination Date, the amount distributable to the Class 1-A-9 or Class
1-A-10 Certificates, as the case may be, with respect to such Component pursuant
to Paragraphs first, second and third clause (A) of Section 4.01(a)(i). As to
the Class 1-A-11 Certificates, (i) as to any Distribution Date prior to the
applicable Accretion Termination Date, the amount distributable to the Class
1-A-11 Certificates pursuant to the provisos in Paragraphs first and second of
Section 4.01(a)(i) and (ii) as to any Distribution Date on or after the
applicable Accretion Termination Date, the amount distributable to the Class
1-A-11 Certificates pursuant to Paragraphs first, second and third clause I(A)
of Section 4.01(a)(i). As to the Class 1-A-4 Certificates, the amount
distributable to such Class 1-A Subclass pursuant to Paragraphs first and second
of Section 4.01(a)(i). As to any Distribution Date and the Class 1-A-PO
Certificates, the aggregate amount distributable to the Class 1-A-PO
Certificates pursuant to Paragraphs third clause I(B) and fourth of Section
4.01(a)(i) on such Distribution Date.
Class 1-A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class 1-A Subclass (other than the Class 1-A-4, Class 1-A-9, Class 1-A-10
and Class 1-A-PO Certificates), (i) the product of (a) 1/12th of the Class A
Subclass Pass-Through Rate for such Class 1-A Subclass and (b) the Class A
Subclass Principal Balance of such Class 1-A Subclass as of the Determination
Date preceding such Distribution Date minus (ii) the Class 1-A Subclass Interest
Percentage of such Class 1-A Subclass of (x) any Group 1 Non-Supported Interest
Shortfall allocated to the Class 1-A Certificates with respect to such
Distribution Date, (y) the interest portion of any Pool 1 Excess Special Hazard
Losses, Pool 1 Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses allocated
to the Class 1-A Certificates with respect to such Distribution Date pursuant to
Section 4.02(e) and (z) the interest portion of any Realized Losses (other than
Pool 1 Excess Special Hazard Losses, Pool 1 Excess Fraud Losses and Pool 1
Excess Bankruptcy Losses) on the Pool 1 Mortgage Loans allocated to the Class
1-A Certificates on or after the Group 1 Cross-Over Date pursuant to Section
4.02(e). As to the Class 1-A-9 and Class 1-A-10 Certificates, the sum of the
Class 1-A-9 Component Interest Accrual Amounts and the Class 1-A-10 Component
Interest Accrual Amounts, respectively. As to any Distribution Date and the
Class 1-A-4 Certificates, the Class 1-A-4 Interest Accrual Amount. The Class
1-A-PO Certificates have no Class 1-A Subclass Interest Accrual Amount.
Class 1-A Subclass Interest Percentage: As to any Distribution Date and any
Class 1-A Subclass (other than the Class 1-A-9 and Class 1-A-10 Certificates),
the percentage calculated by dividing the Class 1-A Subclass Interest Accrual
Amount of such Class 1-A Subclass (determined without regard to clause (ii) of
the definition thereof) by the Class 1-A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Class 1-A Subclass
Interest Accrual Amount (other than for the Class 1-A-9 and Class 1-A-10
Certificates) and each Component Interest Accrual Amount).
Class 1-A Subclass Interest Shortfall Amount: As to any Distribution Date
and any Class 1-A Subclass, any amount by which the Class 1-A Subclass Interest
Accrual Amount of such Class 1-A Subclass with respect to such Distribution Date
exceeds the amount distributed in respect of such Class A Subclass on such
Distribution Date pursuant to Paragraph first of Section 4.01(a)(i) including
(i), in the case of the Class 1-A-9 and 1-A-10 Certificates with respect to the
Class 1-A-9 and Class 1-A-10 Components prior to the applicable Accretion
Termination Date, the amount included in the Class 1-A-9A, Class 1-A-9B, Class
1-A-9C, Class 1-A-10A, Class 1-A-10B and Class 1-A-10C Component Accrual
Distribution Amounts pursuant to clause (i) of the definitions thereof and (ii)
in the case of the Class 1-A-11 Certificates prior to the applicable Accretion
Termination Date, the amount included in the Class 1-A-11 Accrual Distribution
Amount pursuant to clause (i) of the definition thereof.
Class 1-A Subclass Interest Shortfall Percentage: As to any Distribution
Date and Class 1-A Subclass, the percentage calculated by dividing the Class 1-A
Subclass Unpaid Interest Shortfall for such Class A Subclass by the Class 1-A
Unpaid Interest Shortfall, in each case determined as of the Business Day
preceding the applicable Distribution Date.
Class 1-A Subclass Loss Percentage: As to any Determination Date and any
Class 1-A Subclass (other than the Class 1-A-4, Class 1-A-7, Class 1-A-9, Class
1-A-10 and Class 1-A-PO Certificates) then outstanding, the percentage
calculated by dividing the Class 1-A Subclass Principal Balance of such Subclass
(or, in the case of the Class 1-A-11 Certificates, the Original Class A Subclass
Principal Balance of such Subclass, if lower) by the Class 1-A Loss Denominator
(determined without regard to any such Class A Subclass Principal Balance of any
Class 1-A Subclass (other than the Class 1-A-9 and Class 1-A-10 Certificates) or
Component Principal Balance of any Class 1-A-9 Component or Class A-1-10
Component not then outstanding), in each case determined as of the preceding
Determination Date.
Class 1-A Subclass Principal Balance: As of the first Determination Date
and as to any Class 1-A Subclass (other than the Class 1-A-4, Class 1-A-7, Class
1-A-9 and Class 1-A-10 Certificates), the Original Class 1-A Subclass Principal
Balance of such Class 1-A Subclass. As of any subsequent Determination Date
prior to the Group 1 Cross-Over Date and as to any Class 1-A Subclass (other
than the Class 1-A-4, Class 1-A-7, Class 1-A-9, Class 1-A-10 and Class 1-A-PO
Certificates), the Original Class 1-A Subclass Principal Balance of such Class
1-A Subclass (increased in the case of the Class 1-A-11 Certificates by the
Class 1-A-11 Principal Accretion Amounts with respect to prior Distribution
Dates) less the sum of (a) all amounts previously distributed in respect of such
Class 1-A Subclass on prior Distribution Dates (A) pursuant to Paragraph third
clause I(A) of Section 4.01(a)(i), (B) as a result of a Group 1 Principal
Adjustment, (C), if applicable, from the Class 1-A-9 and Class 1-A-10 Accrual
Component Distribution Amounts for such prior Distribution Dates and (D), if
applicable, from the Class 1-A-11 Accrual Distribution Amounts for such prior
Distribution Dates and (b) the Realized Losses allocated through such
Determination Date to such Class 1-A Subclass pursuant to Section 4.02(b). After
the Group 1 Cross-Over Date, each such Class 1-A Subclass Principal Balance will
also be reduced on each Determination Date by an amount equal to the product of
the Class 1-A Subclass Loss Percentage of such Class 1-A Subclass and the
excess, if any, of (i) the Class 1-A Non-PO Principal Balance as of such
Determination Date without regard to this sentence over (ii) the difference
between (A) the Pool 1 Adjusted Pool Amount for the preceding Distribution Date
and (B) the Pool 1 Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date. As to the Class 1-A-7 Certificates, the sum of the Component
Principal Balances of the Class 1-A-7 Components. As to the Class 1-A-9
Certificates, the sum of the Component Principal Balances of the Class 1-A-9
Components. As to the Class 1-A-10 Certificates, the sum of the Component
Principal Balances of the Class 1-A-10 Components. The Class 1-A-4 Certificates
do not have any Class A Subclass Principal Balance.
As of any subsequent Determination Date prior to the Group 1 Cross-Over
Date and as to the Class 1-A-PO Certificates, the Original Class 1-A Subclass
Principal Balance of such Class 1-A Subclass less the sum of (a) all amounts
previously distributed in respect of the Class 1-A-PO Certificates on prior
Distribution Dates pursuant to Paragraphs third clause I(B) and fourth of
Section 4.01(a)(i) and (b) the Realized Losses allocated through such
Determination Date to the Class 1-A-PO Certificates pursuant to Section 4.02(b).
After the Group 1 Cross-Over Date, such Class 1-A Subclass Principal Balance
will also be reduced on each Determination Date by an amount equal to the
difference, if any, between such Class 1-A Subclass Principal Balance as of such
Determination Date without regard to this sentence and the Pool 1 Adjusted Pool
Amount (PO Portion) for the preceding Distribution Date.
Class 1-A Subclass Unpaid Interest Shortfall: As to any Distribution Date
and Class 1-A Subclass, the amount, if any, by which the aggregate of the Class
1-A Subclass Interest Shortfall Amounts for such Class 1-A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class 1-A Subclass (or (a) in the case of the Class 1-A-9 and Class 1-A-10
Certificates with respect to the Class 1-A-9 and Class 1-A-10 Components prior
to the applicable Accretion Termination Dates, the amount included in the Class
1-A-9A, Class 1-A-9B, Class 1-A-9C, Class 1-A-10A, Class 1-A-10B and Class
1-A-10C Component Accrual Distribution Amounts pursuant to clause (ii) of the
definitions thereof and (b) in the case of the Class 1-A-11 Certificates prior
to the applicable Accretion Termination Date, the amount included in the Class
1-A-11 Accrual Distribution Amount pursuant to clause (ii) of the definition
thereof) on prior Distribution Dates pursuant to Paragraph second of Section
4.01(a)(i).
Class 1-A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class 1-A Subclass Unpaid Interest Shortfalls for all
the Class 1-A Subclasses.
Class 1-A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-1 and Exhibit D hereto.
Class 1-A-1 Certificateholder: The registered holder of a Class 1-A-1
Certificate.
Class 1-A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-2 and Exhibit D hereto.
Class 1-A-2 Certificateholder: The registered holder of a Class 1-A-2
Certificate.
Class 1-A-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-3 and Exhibit D hereto.
Class 1-A-3 Certificateholder: The registered holder of a Class 1-A-3
Certificate.
Class 1-A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-4 and Exhibit D hereto.
Class 1-A-4 Certificateholder: The registered holder of a Class 1-A-4
Certificate.
Class 1-A-4 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class 1-A Subclass Pass-Through Rate for the Class
1-A-4 Certificates and (B) the Class 1-A-4 Notional Amount as of such
Distribution Date minus (ii) the Class 1-A Subclass Interest Percentage of the
Class 1-A-4 Certificates of (x) any Group 1 Non-Supported Interest Shortfall
allocated to the Class 1-A Certificates, (y) the interest portion of any Pool 1
Excess Special Hazard Losses, Pool 1 Excess Fraud Losses and Pool 1 Excess
Bankruptcy Losses allocated to the Class 1-A Certificates and (z) the interest
portion of any Realized Losses (other than Pool 1 Excess Special Hazard Losses,
Pool 1 Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses) on the Pool 1
Mortgage Loans allocated to the Class 1-A Certificates on or after the Pool 1
Cross-Over Date pursuant to Section 4.02(e).
Class 1-A-4 Notional Amount: As to any Distribution Date, an amount equal
to the sum of (A) the product of (i) 5.7142857143% and (ii) the Class A Subclass
Principal Balance of the Class 1-A-1 Certificates, (B) the product of (i)
9.2857142857% and (ii) the Class A Subclass Principal Balance of the Class 1-A-2
Certificates and (C) the product of (i) 7.1428571429% and (ii) the Class A
Subclass Principal Balance of the Class 1-A-3 Certificates.
Class 1-A-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-5 and Exhibit D hereto.
Class 1-A-5 Certificateholder: The registered holder of a Class 1-A-5
Certificate.
Class 1-A-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-6 and Exhibit D hereto.
Class 1-A-6 Certificateholder: The registered holder of a Class 1-A-6
Certificate.
Class 1-A-7 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-7 and Exhibit D hereto.
Class 1-A-7 Certificateholder: The registered holder of a Class 1-A-7
Certificate.
Class 1-A-7 Component: Either of the Class 1-A-7A Component or the Class
1-A-7B Component.
Class 1-A-8 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-8 and Exhibit D hereto.
Class 1-A-8 Certificateholder: The registered holder of a Class 1-A-8
Certificate.
Class 1-A-9 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-9 and Exhibit D hereto.
Class 1-A-9 Certificateholder: The registered holder of a Class 1-A-9
Certificate.
Class 1-A-9 Component: Any of the Class 1-A-9A Component, Class 1-A-9B
Component or the Class 1-A-9C Component.
Class 1-A-9 Component Accrual Distribution Amount: The Class 1-A-9A
Component Accrual Distribution Amount, Class 1-A-9B Component Accrual
Distribution Amount and Class 1-A-9C Component Accrual Distribution Amount.
Class 1-A-9 Component Interest Accrual Amount: As to any Distribution Date
and the Class 1-A-9 Components, (i) the product of (a) 1/12th of the Component
Rate for any such Component and (b) the Component Principal Balance for such
Component as of the Determination Date preceding such Distribution Date minus
(ii) the Component Interest Percentage of such Component of (x) any Group 1
Non-Supported Interest Shortfall allocated to the Class 1-A Certificates with
respect to such Distribution Date, (y) the interest portion of any Group 1
Excess Special Hazard Losses, Group 1 Excess Fraud Losses and Group 1 Excess
Bankruptcy Losses allocated to the Class 1-A Certificates with respect to such
Distribution Date pursuant to Section 4.02(e) and (z) the interest portion of
any Group 1 Realized Losses (other than Group 1 Excess Special Hazard Losses,
Group 1 Excess Fraud Losses and Group 1 Excess Bankruptcy Losses) allocated to
the Class 1-A Certificates on or after the Group 1 Cross-Over Date pursuant to
Section 4.02(e).
Class 1-A-9 Component Unpaid Interest Shortfall: As to any Distribution
Date and Class 1-A-9 Component, (i) the sum of the Class 1-A-9 Component
Interest Shortfall Amounts for such Component for prior Distribution Dates minus
(ii) the Class 1-A-9 Component Interest Shortfall Distributions for such
Component for prior Distribution Dates.
Class 1-A-9A Component Accrual Distribution Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of (i) the Component Interest Percentage for the Class 1-A-9A Component of
the Current Class 1-A Interest Distribution Amount and (ii) the Class 1-A-9A
Component Interest Shortfall Percentage of the amount distributed in respect of
the Class 1-A-9 Certificates pursuant to Paragraph second of Section 4.01(a)(i)
on such Distribution Date. As to any Distribution Date on or after the
applicable Accretion Termination Date, zero.
Class 1-A-9A Component Interest Shortfall Percentage: As to any
Distribution Date and Class 1-A-9A Component, the percentage calculated by
dividing the Class 1-A-9 Component Unpaid Interest Shortfall for such Component
by the Class 1-A Subclass Unpaid Interest Shortfall for the Class 1-A-9
Certificates, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class 1-A-9A Component Principal Accretion Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of the amounts calculated pursuant to clauses (i) and (ii) of the definition
of Class 1-A-9A Component Accrual Distribution Amount with respect to such
Distribution Date.
Class 1-A-9B Component Accrual Distribution Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of (i) the Component Interest Percentage for the Class 1-A-9B Component of
the Current Class 1-A Interest Distribution Amount and (ii) the Class 1-A-9B
Component Interest Shortfall Percentage of the amount distributed in respect of
the Class 1-A-9 Certificates pursuant to Paragraph second of Section 4.01(a)(i)
on such Distribution Date. As to any Distribution Date on or after the
applicable Accretion Termination Date, zero.
Class 1-A-9B Component Interest Shortfall Percentage: As to any
Distribution Date and Class 1-A-9B Component, the percentage calculated by
dividing the Class 1-A-9 Component Unpaid Interest Shortfall for such Component
by the Class 1-A Subclass Unpaid Interest Shortfall for the Class 1-A-9
Certificates, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class 1-A-9B Component Principal Accretion Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of the amounts calculated pursuant to clauses (i) and (ii) of the definition
of Class 1-A-9B Component Accrual Distribution Amount with respect to such
Distribution Date.
Class 1-A-9C Component Accrual Distribution Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of (i) the Component Interest Percentage for the Class 1-A-9C Component of
the Current Class 1-A Interest Distribution Amount and (ii) the Class 1-A-9C
Component Interest Shortfall Percentage of the amount distributed in respect of
the Class 1-A-9 Certificates pursuant to Paragraph second of Section 4.01(a)(i)
on such Distribution Date. As to any Distribution Date on or after the
applicable Accretion Termination Date, zero.
Class 1-A-9C Component Interest Shortfall Percentage: As to any
Distribution Date and Class 1-A-9C Component, the percentage calculated by
dividing the Class 1-A-9 Component Unpaid Interest Shortfall for such Component
by the Class 1-A Subclass Unpaid Interest Shortfall for the Class 1-A-9
Certificates, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class 1-A-9C Component Principal Accretion Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of the amounts calculated pursuant to clauses (i) and (ii) of the definition
of Class 1-A-9C Component Accrual Distribution Amount with respect to such
Distribution Date.
Class 1-A-10 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-10 and Exhibit D
hereto.
Class 1-A-10 Certificateholder: The registered holder of a Class 1-A-10
Certificate.
Class 1-A-10 Component: Any of the Class 1-A-10A Component, Class 1-A-10B
Component or the Class 1-A-10C Component.
Class 1-A-10 Component Accrual Distribution Amount: The Class 1-A-10A
Component Accrual Distribution Amount, Class 1-A-10B Component Accrual
Distribution Amount and Class 1-A-10C Component Accrual Distribution Amount.
Class 1-A-10 Component Interest Accrual Amount: As to any Distribution Date
and the Class 1-A-10 Components, (i) the product of (a) 1/12th of the Component
Rate for any such Component and (b) the Component Principal Balance for such
Component as of the Determination Date preceding such Distribution Date minus
(ii) the Component Interest Percentage of such Component of (x) any Group 1
Non-Supported Interest Shortfall allocated to the Class 1-A Certificates with
respect to such Distribution Date, (y) the interest portion of any Group 1
Excess Special Hazard Losses, Group 1 Excess Fraud Losses and Group 1 Excess
Bankruptcy Losses allocated to the Class 1-A Certificates with respect to such
Distribution Date pursuant to Section 4.02(e) and (z) the interest portion of
any Group 1 Realized Losses (other than Group 1 Excess Special Hazard Losses,
Group 1 Excess Fraud Losses and Group 1 Excess Bankruptcy Losses) allocated to
the Class 1-A Certificates on or after the Group 1 Cross-Over Date pursuant to
Section 4.02(e).
Class 1-A-10 Component Unpaid Interest Shortfall: As to any Distribution
Date and Class 1-A-10 Component, (i) the sum of the Class 1-A-10 Component
Interest Shortfall Amounts for such Component for prior Distribution Dates minus
(ii) the Class 1-A-10 Component Interest Shortfall Distributions for such
Component for prior Distribution Dates.
Class 1-A-10A Component Accrual Distribution Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of (i) the Component Interest Percentage for the Class 1-A-10A Component of
the Current Class 1-A Interest Distribution Amount and (ii) the Class 1-A-10A
Component Interest Shortfall Percentage of the amount distributed in respect of
the Class 1-A-10 Certificates pursuant to Paragraph second of Section 4.01(a)(i)
on such Distribution Date. As to any Distribution Date on or after the
applicable Accretion Termination Date, zero.
Class 1-A-10A Component Interest Shortfall Percentage: As to any
Distribution Date and Class 1-A-10A Component, the percentage calculated by
dividing the Class 1-A-10 Component Unpaid Interest Shortfall for such Component
by the Class 1-A Subclass Unpaid Interest Shortfall for the Class 1-A-10
Certificates, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class 1-A-10A Component Principal Accretion Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of the amounts calculated pursuant to clauses (i) and (ii) of the definition
of Class 1-A-10A Component Accrual Distribution Amount with respect to such
Distribution Date.
Class 1-A-10B Component Accrual Distribution Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of (i) the Component Interest Percentage for the Class 1-A-10B Component of
the Current Class 1-A Interest Distribution Amount and (ii) the Class 1-A-10B
Component Interest Shortfall Percentage of the amount distributed in respect of
the Class 1-A-10 Certificates pursuant to Paragraph second of Section 4.01(a)(i)
on such Distribution Date. As to any Distribution Date on or after the
applicable Accretion Termination Date, zero.
Class 1-A-10B Component Interest Shortfall Percentage: As to any
Distribution Date and Class 1-A-10B Component, the percentage calculated by
dividing the Class 1-A-10 Component Unpaid Interest Shortfall for such Component
by the Class 1-A Subclass Unpaid Interest Shortfall for the Class 1-A-10
Certificates, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class 1-A-10B Component Principal Accretion Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of the amounts calculated pursuant to clauses (i) and (ii) of the definition
of Class 1-A-10B Component Accrual Distribution Amount with respect to such
Distribution Date.
Class 1-A-10C Component Accrual Distribution Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of (i) the Component Interest Percentage for the Class 1-A-10C Component of
the Current Class 1-A Interest Distribution Amount and (ii) the Class 1-A-10C
Component Interest Shortfall Percentage of the amount distributed in respect of
the Class 1-A-10 Certificates pursuant to Paragraph second of Section 4.01(a)(i)
on such Distribution Date. As to any Distribution Date on or after the
applicable Accretion Termination Date, zero.
Class 1-A-10C Component Interest Shortfall Percentage: As to any
Distribution Date and Class 1-A-10C Component, the percentage calculated by
dividing the Class 1-A-10 Component Unpaid Interest Shortfall for such Component
by the Class 1-A Subclass Unpaid Interest Shortfall for the Class 1-A-10
Certificates, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class 1-A-10C Component Principal Accretion Amount: As to any Distribution
Date prior to the applicable Accretion Termination Date, an amount equal to the
sum of the amounts calculated pursuant to clauses (i) and (ii) of the definition
of Class 1-A-10C Component Accrual Distribution Amount with respect to such
Distribution Date.
Class 1-A-11 Accrual Distribution Amount: As to any Distribution Date prior
to the applicable Accretion Termination Date, an amount equal to the sum of (i)
the Class A Subclass Interest Percentage of the Class 1-A-11 Certificates of the
Current Class 1-A Interest Distribution Amount and (ii) the Class 1-A Subclass
Interest Shortfall Percentage of the Class 1-A-11 Certificates of the amount
distributed in respect of the Class 1-A Subclasses pursuant to Paragraph second
of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on
or after the applicable Accretion Termination Date, zero.
Class 1-A-11 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-11 and Exhibit D
hereto.
Class 1-A-11 Certificateholder: The registered holder of a Class 1-A-11
Certificate.
Class 1-A-11 Principal Accretion Amount: As to any Distribution Date prior
to the applicable Accretion Termination Date, an amount equal to the sum of the
amounts calculated pursuant to clauses (i) and (ii) of the definition of Class
1-A-11 Accrual Distribution Amount with respect to such Distribution Date.
Class 1-A-12 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-12 and Exhibit D
hereto.
Class 1-A-12 Certificateholder: The registered holder of a Class 1-A-12
Certificate.
Class 1-A-12 Priority Amount: For any Distribution Date, the lesser of (i)
the Class A Subclass Principal Balance of the Class 1-A-12 Certificates and (B)
the sum of (A) the product of (1) the Priority Percentage for the Class 1-A-12
Certificates, (2) the Shift Percentage and (3) the Group 1 Scheduled Principal
Amount and (B) the product of (1) the Priority Percentage for the Class 1-A-12
Certificates, (2) the Prepayment Shift Percentage, and (3) the Group 1
Unscheduled Principal Amount.
Class 1-A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-L1 Interest Fraction: As of any Distribution Date, the fraction
the numerator of which is equal to 5.7142857143% of the Class 1-A Subclass
Principal Balance of the Class 1-A-1 Certificates and the denominator of which
is equal to the Interest Fraction Denominator.
Class 1-A-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-L2 Interest Fraction: As of any Distribution Date, the fraction
the numerator of which is equal to 9.2857142857% of the Class 1-A Subclass
Principal Balance of the Class 1-A-2 Certificates and the denominator of which
is equal to the Interest Fraction Denominator.
Class 1-A-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-L3 Interest Fraction: As of any Distribution Date, the fraction
the numerator of which is equal to 7.1428571429% of the Class 1-A Subclass
Principal Balance of the Class 1-A-3 Certificates and the denominator of which
is equal to the Interest Fraction Denominator.
Class 1-A-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-LR Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-LR and Exhibit D hereto.
Class 1-A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class 1-A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-PO Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-PO and Exhibit D
hereto.
Class 1-A-PO Certificateholder: The registered holder of a Class 1-A-PO
Certificate.
Class 1-A-PO Deferred Amount: For any Distribution Date prior to the Group
1 Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class 1-A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class 1-A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause I(B) of Section
4.01(a)(i) and (y) the sum of the product for each Pool 1 Discount Mortgage Loan
which became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the Pool 1 PO Fraction for such Pool 1 Discount Mortgage Loan and
(b) an amount equal to the principal portion of Realized Losses (other than
Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such
Pool 1 Discount Mortgage Loan other than Pool 1 Excess Special Hazard Losses,
Pool 1 Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses and (B) amounts
distributed on the Class 1-A-PO Certificates on prior Distribution Dates
pursuant to Paragraph fourth of Section 4.01(a)(i). On and after the Group 1
Cross-Over Date, the Class 1-A-PO Deferred Amount will be zero. No interest will
accrue on any Class 1-A-PO Deferred Amount.
Class 1-A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Pool 1 Outstanding Mortgage Loan, of the
product of (x) the Pool 1 PO Fraction with respect to such Pool 1 Mortgage Loan
and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Pool 1 Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each such Mortgage Loan that
was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Pool 1 Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
a Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan.
Class 1-A-R Certificate: The Certificate executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-A-R and Exhibit D hereto.
Class 1-A-R Certificateholder: The registered holder of the Class 1-A-R
Certificate.
Class 1-B Certificate: Any one of the Class 1-B-1 Certificates, Class 1-B-2
Certificates, Class 1-B-3 Certificates, Class 1-B-4 Certificates or Class 1-B-5
Certificates.
Class 1-B Certificateholder: The registered holder of a Class 1-B
Certificate.
Class 1-B Interest Accrual Amount: As to any Distribution Date, the sum of
the Class 1-B Subclass Interest Accrual Amounts with respect to such
Distribution Date.
Class 1-B Pass-Through Rate: As to any Distribution Date, 7.000% per annum.
Class 1-B Principal Balance: As of any date, an amount equal to the sum of
the Class 1-B-1 Principal Balance, Class 1-B-2 Principal Balance, Class 1-B-3
Principal Balance, Class 1-B-4 Principal Balance and Class 1-B-5 Principal
Balance.
Class 1-B Subclass: Any of the Class 1-B-1 Certificates, Class 1-B-2
Certificates, Class 1-B-3 Certificates, Class 1-B-4 Certificates or Class 1-B-5
Certificates.
Class 1-B Subclass Distribution Amount: Any of the Class 1-B-1, Class
1-B-2, Class 1-B-3, Class 1-B-4 or Class 1-B-5 Distribution Amounts.
Class 1-B Subclass Interest Accrual Amount: As to any Distribution Date and
any Class 1-B Subclass, an amount equal to (i) the product of 1/12th of the
Class 1-B Pass-Through Rate and the Class 1-B Subclass Principal Balance of such
Class 1-B Subclass as of the Determination Date preceding such Distribution Date
minus (ii) the Class 1-B Subclass Interest Percentage of such Class 1-B Subclass
of (x) any Group 1 Non-Supported Interest Shortfall allocated to the Class 1-B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Pool 1 Excess Special Hazard Losses, Pool 1 Excess Fraud Losses and Pool
1 Excess Bankruptcy Losses allocated to the Class 1-B Certificates with respect
to such Distribution Date pursuant to Section 4.02(e).
Class 1-B Subclass Interest Percentage: As to any Distribution Date and any
Class 1-B Subclass, the percentage calculated by dividing the Class 1-B Subclass
Interest Accrual Amount of such Class 1-B Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class 1-B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class 1-B
Subclass Interest Accrual Amount).
Class 1-B Subclass Loss Percentage: As to any Determination Date and any
Class 1-B Subclass then outstanding, the percentage calculated by dividing the
Class 1-B Subclass Principal Balance of such Class 1-B Subclass by the Class 1-B
Principal Balance (determined without regard to any Class 1-B Subclass Principal
Balance of any Class 1-B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class 1-B-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-B-1 and Exhibit D hereto.
Class 1-B-1 Certificateholder: The registered holder of a Class 1-B-1
Certificate.
Class 1-B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class 1-B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 1-B Subclass Interest Accrual Amount of the Class
1-B-1 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class 1-B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 1 Outstanding Mortgage Loan, of the
product of (x) the Pool 1 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 1-B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 1 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 1-B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Group 1
Unscheduled Principal Receipt;
(iii) the Class 1-B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 1 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 1-B-1 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-1 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-1 Certificates.
Class 1-B-1 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 1-M
Principal Balance and the Class 1-B Subclass Principal Balances of the Class 1-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 1-B-1 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 1-B-1 Percentage for such Distribution Date will be zero.
Class 1-B-1 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 1-M Principal Balance and the Class 1-B Subclass Principal Balances
of the Class 1-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 1-B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 1-B-1 Prepayment Percentage for
such Distribution Date will be zero.
Class 1-B-1 Principal Balance: As to the first Determination Date, the
Original Class 1-B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Group 1 Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class 1-B-1 Certificates
pursuant to Section 4.02(b) and (ii) the Pool 1 Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class 1-A Principal Balance and
the Class 1-M Principal Balance as of such Determination Date.
Class 1-B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class 1-B-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-B-2 and Exhibit D hereto.
Class 1-B-2 Certificateholder: The registered holder of a Class 1-B-2
Certificate.
Class 1-B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class 1-B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 1-B Subclass Interest Accrual Amount of the Class
1-B-2 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class 1-B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 1 Outstanding Mortgage Loan, of the
product of (x) the Pool 1 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 1-B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 1 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 1-B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 1-B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 1 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 1-B-2 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-2 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-2 Certificates.
Class 1-B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 1-M
Principal Balance and the Class 1-B Subclass Principal Balances of the Class 1-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 1-B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 1-B-2 Percentage for such Distribution Date will be zero.
Class 1-B-2 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 1-M Principal Balance and the Class 1-B Subclass Principal Balances
of the Class 1-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 1-B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 1-B-2 Prepayment Percentage for
such Distribution Date will be zero.
Class 1-B-2 Principal Balance: As to the first Determination Date, the
Original Class 1-B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class 1-B-2
Certificates pursuant to Section 4.02(b) and (ii) the Pool 1 Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 1-A
Principal Balance the Class 1-M Principal Balance and the Class 1-B-1 Principal
Balance as of such Determination Date.
Class 1-B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class 1-B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-B-3 and Exhibit D hereto.
Class 1-B-3 Certificateholder: The registered holder of a Class 1-B-3
Certificate.
Class 1-B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class 1-B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 1-B Subclass Interest Accrual Amount of the Class
1-B-3 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
Class 1-B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 1 Outstanding Mortgage Loan, of the
product of (x) the Pool 1 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 1-B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 1 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 1-B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 1-B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 1 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 1-B-3 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-3 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-3 Certificates.
Class 1-B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 1-M
Principal Balance and the Class 1-B Subclass Principal Balances of the Class 1-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 1-B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 1-B-3 Percentage for such Distribution Date will be zero.
Class 1-B-3 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 1-M Principal Balance and the Class 1-B Subclass Principal Balances
of the Class 1-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 1-B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 1-B-3 Prepayment Percentage for
such Distribution Date will be zero.
Class 1-B-3 Principal Balance: As to the first Determination Date, the
Original Class 1-B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b) the
Realized Losses through such Determination Date allocated to the Class 1-B-3
Certificates pursuant to Section 4.02(b) and (ii) the Pool 1 Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 1-A
Principal Balance, the Class 1-M Principal Balance, the Class 1-B-1 Principal
Balance and the Class 1-B-2 Principal Balance as of such Determination Date.
Class 1-B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class 1-B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-B-4 and Exhibit D hereto.
Class 1-B-4 Certificateholder: The registered holder of a Class 1-B-4
Certificate.
Class 1-B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class 1-B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 1-B Subclass Interest Accrual Amount of the Class
1-B-4 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class 1-B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 1 Outstanding Mortgage Loan, of the
product of (x) the Pool 1 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 1-B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 1 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 1-B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 1-B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 1 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 1-B-4 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-4 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-4 Certificates.
Class 1-B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 1-M
Principal Balance and the Class 1-B Subclass Principal Balances of the Class 1-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 1-B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 1-B-4 Percentage for such Distribution Date will be zero.
Class 1-B-4 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 1-M Principal Balance and the Class 1-B Subclass Principal Balances
of the Class 1-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 1-B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 1-B-4 Prepayment Percentage for
such Distribution Date will be zero.
Class 1-B-4 Principal Balance: As to the first Determination Date, the
Original Class 1-B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class 1-B-4
Certificates pursuant to Section 4.02(b) and (ii) the Pool 1 Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 1-A
Principal Balance, the Class 1-M Principal Balance, the Class 1-B-1 Principal
Balance, the Class 1-B-2 Principal Balance and the Class 1-B-3 Principal Balance
as of such Determination Date.
Class 1-B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class 1-B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 1-B-5 and Exhibit D hereto.
Class 1-B-5 Certificateholder: The registered holder of a Class 1-B-5
Certificate.
Class 1-B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class 1-B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 1-B Subclass Interest Accrual Amount of the Class
1-B-5 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class 1-B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 1 Outstanding Mortgage Loan, of the
product of (x) the Pool 1 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 1-B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 1 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 1-B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 1-B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 1 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 1-B-5 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-5 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-5 Certificates.
Class 1-B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 1-M
Principal Balance and the Class 1-B Subclass Principal Balances of the Class 1-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 1-B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 1-B-5 Percentage for such Distribution Date will be zero.
Class 1-B-5 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 1-M Principal Balance and the Class 1-B Subclass Principal Balances
of the Class 1-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 1-B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 1-B-5 Prepayment Percentage for
such Distribution Date will be zero.
Class 1-B-5 Principal Balance: As to the first Determination Date, the
Original Class 1-B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class 1-B-5 Certificates pursuant to Section 4.02(b) and (ii) the Pool 1
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Class 1-A Principal Balance, the Class 1-M Principal Balance, the Class 1-B-1
Principal Balance, the Class 1-B-2 Principal Balance, the Class 1-B-3 Principal
Balance and the Class 1-B-4 Principal Balance as of such Determination Date.
Class 1-B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class 1-B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-M Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit C-1 and Exhibit D hereto.
Class 1-M Certificateholder: The registered holder of a Class 1-M
Certificate.
Class 1-M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-M Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
Class 1-M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class 1-M Pass-Through Rate and the
Class 1-M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Group 1 Non-Supported Interest Shortfall
allocated to the Class 1-M Certificates with respect to such Distribution Date
and (y) the interest portion of any Pool 1 Excess Special Hazard Losses, Pool 1
Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses allocated to the Class
1-M Certificates with respect to such Distribution Date pursuant to Section
4.02(e).
Class 1-M Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 1-M Interest Accrual Amount with respect to such
Distribution Date exceeds the amount distributed in respect of the Class 1-M
Certificates on such Distribution Date pursuant to Paragraph fifth of Section
4.01(a)(i).
Class 1-M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Pool 1 Outstanding Mortgage Loan, of the product of
(x) the Pool 1 Non-PO Fraction with respect to such Mortgage Loan and (y) the
sum of:
(i) the Class 1-M Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 1 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 1-M Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class 1-M Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-M Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 1 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 1-M Optimal
Principal Amount will equal the lesser of (A) the Class 1-M Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-M Certificates.
Class 1-M Pass-Through Rate: As to any Distribution Date, 7.000% per annum.
Class 1-M Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group 1 Subordinated Percentage by either (a) if
any Class 1-B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class 1-M Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Class 1-M Principal Balance and the Class
1-B Subclass Principal Balances of the Class 1-B Subclasses eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii),
if the Class 1-B Certificates are not eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d)(i), one.
Class 1-M Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group 1 Subordinated Prepayment
Percentage by either (a) if any Class 1-B Certificates are eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d), a fraction, the numerator of which is the Class
1-M Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 1-M
Principal Balance and the Class 1-B Subclass Principal Balances of the Class 1-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d) or (b) except as set
forth in Section 4.01(d)(ii), if the Class 1-B Certificates are not eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d)(i), one.
Class 1-M Principal Balance: As to the first Determination Date, the
Original Class 1-M Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-M Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-M Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Group 1 Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class 1-M Certificates
pursuant to Section 4.02(b) and (ii) the Pool 1 Adjusted Pool Amount as of the
preceding Distribution Date less the Class 1-A Principal Balance as of such
Determination Date.
Class 1-M Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-M Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-M Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a)(i).
Class 1-M-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A Certificates: The Class 2-A-1 Certificates, Class 2-A-2
Certificates, Class 2-A-3 Certificates, Class 2-A-4 Certificates, Class 2-A-5
Certificates, Class 2-A-6 Certificates and Class 2-A-PO Certificates.
Class 2-A Certificateholder: The registered holder of a Class 2-A
Certificate.
Class 2-A Distribution Amount: As to any Distribution Date, the aggregate
amount distributable to the Subclasses of Class 2-A Certificates pursuant to
Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class 2-A Fixed Pass-Through Rate: As to any Distribution Date, the rate
per annum set forth in Section 11.01.
Class 2-A Interest Accrual Amount: As to any Distribution Date, the sum of
the Class 2-A Subclass Interest Accrual Amounts with respect to such
Distribution Date.
Class 2-A Loss Denominator: As to any Determination Date, an amount equal
to the Class 2-A Non-PO Principal Balance.
Class 2-A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class 2-A Interest Accrual Amount, (ii) the
sum of the Class 2-A Subclass Unpaid Interest Shortfalls for each Class 2-A
Subclass and (iii) the Class 2-A Non-PO Optimal Principal Amount.
Class 2-A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 2 Outstanding Mortgage Loan, of the
product of (x) the Pool 2 Non-PO Fraction with respect to such Mortgage Loan,
and (y) the sum of:
(i) the Class 2-A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 2 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 2-A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class 2-A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 2 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan.
Class 2-A Non-PO Principal Balance: As of any date, an amount equal to the
Class 2-A Principal Balance less the Class 2-A Subclass Principal Balance of the
Class 2-A-PO Certificates.
Class 2-A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Class 2-A Subclasses
pursuant to Paragraph third clause II(A) of Section 4.01(a).
Class 2-A Percentage: As to any Distribution Date occurring on or prior to
the Group 2 Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class 2-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Pool 2 Balance
(Non-PO Portion). As to any Distribution Date occurring subsequent to the Group
2 Cross-Over Date, 100% or such lesser percentage which will cause the Class 2-A
Non-PO Principal Balance to decline to zero following the distribution made on
such Distribution Date.
Class 2-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in January 2003, 100%. As to any Distribution
Date subsequent to January 2003 to and including the Distribution Date in
January 2004, the Class 2-A Percentage as of such Distribution Date plus 70% of
the Group 2 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to January 2004 to and including the Distribution
Date in January 2005, the Class 2-A Percentage as of such Distribution Date plus
60% of the Group 2 Subordinated Percentage as of such Distribution Date. As to
any Distribution Date subsequent to January 2005 to and including the
Distribution Date in January 2006, the Class 2-A Percentage as of such
Distribution Date plus 40% of the Group 2 Subordinated Percentage as of such
Distribution Date. As to any Distribution Date subsequent to January 2006 to and
including the Distribution Date in January 2007, the Class 2-A Percentage as of
such Distribution Date plus 20% of the Group 2 Subordinated Percentage as of
such Distribution Date. As to any Distribution Date subsequent to January 2007,
the Class 2-A Percentage as of such Distribution Date. The foregoing is subject
to the following: (i) if the aggregate distribution to Holders of Class 2-A
Certificates on any Distribution Date of the Class 2-A Prepayment Percentage
provided above of (a) Unscheduled Principal Receipts with respect to Pool 2
Mortgage Loans distributable on such Distribution Date would reduce the Class
2-A Non-PO Principal Balance below zero, the Class 2-A Prepayment Percentage for
such Distribution Date shall be the percentage necessary to bring the Class 2-A
Non-PO Principal Balance to zero and thereafter the Class 2-A Prepayment
Percentage shall be zero and (ii) if the Class 2-A Percentage as of any
Distribution Date is greater than the Original Class 2-A Percentage, the Class
2-A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Class 2-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Class 2-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Class 2-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class 2-A Prepayment Percentage for the
Distribution Date occurring in the January preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class 2-A
Prepayment Percentage for the current Distribution Date, the current Class 2-A
Percentage and Group 2 Subordinated Percentage shall be utilized). In order for
the reduction referred to in the second through sixth sentences to be
applicable, with respect to any Distribution Date (a) the average outstanding
principal balance on such Distribution Date and for the preceding five
Distribution Dates on the Pool 2 Mortgage Loans that were delinquent 60 days or
more (including for this purpose any payments due with respect to such Mortgage
Loans in foreclosure and REO Mortgage Loans which are Pool 2 Mortgage Loans)
must be less than 50% of the current Class 2-M Principal Balance and the current
Class 2-B Principal Balance and (b) cumulative Realized Losses on the Pool 2
Mortgage Loans shall not exceed (1) 30% of the Group 2 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2003 and January 2004, (2) 35% of the Group 2 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2004 and January 2005, (3) 40% of the Group 2 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2005 and January 2006, (4) 45% of the Group 2 Original Subordinated
Principal Balance if such Distribution Date occurs between and including
February 2006 and January 2007, and (5) 50% of the Group 2 Original Subordinated
Principal Balance if such Distribution Date occurs during or after February
2007. With respect to any Distribution Date on which the Class 2-A Prepayment
Percentage is reduced below the Class 2-A Prepayment Percentage for the prior
Distribution Date, the Master Servicer shall certify to the Trust Administrator,
based upon information provided by each Servicer as to the Pool 2 Mortgage Loans
serviced by it that the criteria set forth in the preceding sentence are met.
Class 2-A Principal Balance: As of any date, an amount equal to the sum of
the Class A Subclass Principal Balances for the Class 2-A-1 Certificates, Class
2-A-2 Certificates, Class 2-A-3 Certificates, Class 2-A-4 Certificates, Class
2-A-5 Certificates, Class 2-A-6 Certificates and Class 2-A-PO Certificates.
Class 2-A Subclass: Any of the Subclasses of Class 2-A Certificates
consisting of the Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class
2-A-3 Certificates, Class 2-A-4 Certificates, Class 2-A-5 Certificates, Class
2-A-6 Certificates and Class 2-A-PO Certificates.
Class 2-A Subclass Distribution Amount: As to any Distribution Date and any
Class 2-A Subclass (other than the Class 2-A-PO Certificates), the amount
distributable to such Class 2-A Subclass pursuant to Paragraphs first, second
and third clause II(A) of Section 4.01(a)(i). As to any Distribution Date and
the Class 2-A-PO Certificates, the aggregate amount distributable to the Class
2-A-PO Certificates pursuant to Paragraphs third clause II(B) and fourth of
Section 4.01(a)(i) on such Distribution Date.
Class 2-A Subclass Interest Accrual Amount: As to any Distribution Date and
any Class 2-A Subclass (other than the Class 2-A-PO Certificates), (i) the
product of (a) 1/12th of the Class A Subclass Pass-Through Rate for such Class
2-A Subclass and (b) the Class A Subclass Principal Balance of such Class 2-A
Subclass as of the Determination Date preceding such Distribution Date minus
(ii) the Class 2-A Subclass Interest Percentage of such Class 2-A Subclass of
(x) any Group 2 Non-Supported Interest Shortfall allocated to the Class 2-A
Certificates with respect to such Distribution Date, (y) the interest portion of
any Pool 2 Excess Special Hazard Losses, Pool 2 Excess Fraud Losses and Pool 2
Excess Bankruptcy Losses allocated to the Class 2-A Certificates with respect to
such Distribution Date pursuant to Section 4.02(e) and (z) the interest portion
of any Realized Losses (other than Pool 2 Excess Special Hazard Losses, Pool 2
Excess Fraud Losses and Pool 2 Excess Bankruptcy Losses) on the Pool 2 Mortgage
Loans allocated to the Class 2-A Certificates on or after the Group 2 Cross-Over
Date pursuant to Section 4.02(e). The Class 2-A-PO Certificates have no Class
2-A Subclass Interest Accrual Amount.
Class 2-A Subclass Interest Percentage: As to any Distribution Date and any
Class 2-A Subclass, the percentage calculated by dividing the Class 2-A Subclass
Interest Accrual Amount of such Class 2-A Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class 2-A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class 2-A
Subclass Interest Accrual Amount).
Class 2-A Subclass Interest Shortfall Amount: As to any Distribution Date
and any Class 2-A Subclass, any amount by which the Class 2-A Subclass Interest
Accrual Amount of such Class 2-A Subclass with respect to such Distribution Date
exceeds the amount distributed in respect of such Class 2-A Subclass on such
Distribution Date pursuant to Paragraph first of Section 4.01(a).
Class 2-A Subclass Interest Shortfall Percentage: As to any Distribution
Date and Class 2-A Subclass, the percentage calculated by dividing the Class 2-A
Subclass Unpaid Interest Shortfall for such Class 2-A Subclass by the Class 2-A
Unpaid Interest Shortfall, in each case determined as of the Business Day
preceding the applicable Distribution Date.
Class 2-A Subclass Loss Percentage: As to any Determination Date and any
Class 2-A Subclass (other than the Class 2-A-PO Certificates) then outstanding,
the percentage calculated by dividing the Class 2-A Subclass Principal Balance
of such Subclass by the Class 2-A Loss Denominator (determined without regard to
any such Class A Subclass Principal Balance of any Class 2-A Subclass, in each
case determined as of the preceding Determination Date.
Class 2-A Subclass Principal Balance: As of the first Determination Date
and as to any Class 2-A Subclass, the Original Class 2-A Subclass Principal
Balance of such Class 2-A Subclass. As of any subsequent Determination Date
prior to the Group 2 Cross-Over Date and as to any Class 2-A Subclass (other
than the Class 2-A-PO Certificates), the Original Class 2-A Subclass Principal
Balance of such Class 2-A Subclass less the sum of (i) all amounts previously
distributed in respect of such Class 2-A Subclass on prior Distribution Dates
(A) pursuant to Paragraph third clause II(A) of Section 4.01(a)(i) and (B) as a
result of a Group 2 Principal Adjustment and (ii) the Realized Losses allocated
through such Determination Date to such Class 2-A Subclass pursuant to Section
4.02(b). After the Group 2 Cross-Over Date, each such Class 2-A Subclass
Principal Balance will also be reduced on each Determination Date by an amount
equal to the product of the Class 2-A Subclass Loss Percentage of such Class 2-A
Subclass and the excess, if any, of (i) the Class 2-A Non-PO Principal Balance
as of such Determination Date without regard to this sentence over (ii) the
difference between (A) the Pool 2 Adjusted Pool Amount for the preceding
Distribution Date and (B) the Pool 2 Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
As of any subsequent Determination Date prior to the Group 2 Cross-Over
Date and as to the Class 2-A-PO Certificates, the Original Class 2-A Subclass
Principal Balance of such Class 2-A Subclass less the sum of (a) all amounts
previously distributed in respect of the Class 2-A-PO Certificates on prior
Distribution Dates pursuant to Paragraphs third clause II(B) and fourth of
Section 4.01(a)(i) and (b) the Realized Losses allocated through such
Determination Date to the Class 2-A-PO Certificates pursuant to Section 4.02(b).
After the Group 2 Cross-Over Date, such Class 2-A Subclass Principal Balance
will also be reduced on each Determination Date by an amount equal to the
difference, if any, between such Class 2-A Subclass Principal Balance as of such
Determination Date without regard to this sentence and the Pool 2 Adjusted Pool
Amount (PO Portion) for the preceding Distribution Date.
Class 2-A Subclass Unpaid Interest Shortfall: As to any Distribution Date
and Class 2-A Subclass, the amount, if any, by which the aggregate of the Class
2-A Subclass Interest Shortfall Amounts for such Class 2-A Subclass for prior
Distribution Dates is in excess of the amounts distributed in respect of such
Class 2-A Subclass on prior Distribution Dates pursuant to Paragraph second of
Section 4.01(a).
Class 2-A Unpaid Interest Shortfall: As to any Distribution Date, an amount
equal to the sum of the Class 2-A Subclass Unpaid Interest Shortfalls for all
the Class 2-A Subclasses.
Class 2-A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-A-1 and Exhibit D hereto.
Class 2-A-1 Certificateholder: The registered holder of a Class 2-A-1
Certificate.
Class 2-A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-A-2 and Exhibit D hereto.
Class 2-A-2 Certificateholder: The registered holder of a Class 2-A-2
Certificate.
Class 2-A-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-A-3 and Exhibit D hereto.
Class 2-A-3 Certificateholder: The registered holder of a Class 2-A-3
Certificate.
Class 2-A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-A-4 and Exhibit D hereto.
Class 2-A-4 Certificateholder: The registered holder of a Class 2-A-4
Certificate.
Class 2-A-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-A-5 and Exhibit D hereto.
Class 2-A-5 Certificateholder: The registered holder of a Class 2-A-5
Certificate.
Class 2-A-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-A-6 and Exhibit D hereto.
Class 2-A-6 Certificateholder: The registered holder of a Class 2-A-6
Certificate.
Class 2-A-6 Priority Amount: For any Distribution Date, the lesser of (i)
the Class A Subclass Principal Balance of the Class 2-A-6 Certificates and (B)
the sum of (A) the product of (1) the Priority Percentage for the Class 2-A-6
Certificates, (2) the Shift Percentage and (3) the Pool 2 Scheduled Principal
Amount and (B) the product of (1) the Priority Percentage for the Class 2-A-6
Certificates, (2) the Prepayment Shift Percentage, and (3) the Pool 2
Unscheduled Principal Amount.
Class 2-A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-PO Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-A-PO and Exhibit D
hereto.
Class 2-A-PO Certificateholder: The registered holder of a Class 2-A-PO
Certificate.
Class 2-A-PO Deferred Amount: For any Distribution Date prior to the Group
2 Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class 2-A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class 2-A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause II(B) of Section
4.01(a)(i) and (y) the sum of the product for each Pool 2 Discount Mortgage Loan
which became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the Pool 2 PO Fraction for such Pool 2 Discount Mortgage Loan and
(b) an amount equal to the principal portion of Realized Losses (other than
Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such
Pool 2 Discount Mortgage Loan other than Pool 2 Excess Special Hazard Losses,
Pool 2 Excess Fraud Losses and Pool 2 Excess Bankruptcy Losses and (B) amounts
distributed on the Class 2-A-PO Certificates on prior Distribution Dates
pursuant to Paragraph fourth of Section 4.01(a)(i). On and after the Group 2
Cross-Over Date, the Class 2-A-PO Deferred Amount will be zero. No interest will
accrue on any Class 2-A-PO Deferred Amount.
Class 2-A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Pool 2 Outstanding Mortgage Loan, of the
product of (x) the Pool 2 PO Fraction with respect to such Pool 2 Mortgage Loan
and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on the Due
Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Pool 2 Bankruptcy Loss Amount has been reduced to
zero, the principal portion of any Debt Service Reduction with respect to
such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each such Mortgage Loan that
was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage Loan
substituted for a defective Pool 2 Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
a Servicer, the Master Servicer or the Trust Administrator in respect of
such defective Mortgage Loan.
Class 2-B Certificate: Any one of the Class 2-B-1 Certificates, Class 2-B-2
Certificates, Class 2-B-3 Certificates, Class 2-B-4 Certificates or Class 2-B-5
Certificates.
Class 2-B Certificateholder: The registered holder of a Class 2-B
Certificate.
Class 2-B Interest Accrual Amount: As to any Distribution Date, the sum of
the Class 2-B Subclass Interest Accrual Amounts with respect to such
Distribution Date.
Class 2-B Pass-Through Rate: As to any Distribution Date, 6.750% per annum.
Class 2-B Principal Balance: As of any date, an amount equal to the sum of
the Class 2-B-1 Principal Balance, Class 2-B-2 Principal Balance, Class 2-B-3
Principal Balance, Class 2-B-4 Principal Balance and Class 2-B-5 Principal
Balance.
Class 2-B Subclass: Any of the Class 2-B-1 Certificates, Class 2-B-2
Certificates, Class 2-B-3 Certificates, Class 2-B-4 Certificates or Class 2-B-5
Certificates.
Class 2-B Subclass Distribution Amount: Any of the Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 2-B-4 or Class 2-B-5 Distribution Amounts.
Class 2-B Subclass Interest Accrual Amount: As to any Distribution Date and
any Class 2-B Subclass, an amount equal to (i) the product of 1/12th of the
Class 2-B Pass-Through Rate and the Class 2-B Subclass Principal Balance of such
Class 2-B Subclass as of the Determination Date preceding such Distribution Date
minus (ii) the Class 2-B Subclass Interest Percentage of such Class 2-B Subclass
of (x) any Group 2 Non-Supported Interest Shortfall allocated to the Class 2-B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Pool 2 Excess Special Hazard Losses, Pool 2 Excess Fraud Losses and Pool
2 Excess Bankruptcy Losses allocated to the Class 2-B Certificates with respect
to such Distribution Date pursuant to Section 4.02(e).
Class 2-B Subclass Interest Percentage: As to any Distribution Date and any
Class 2-B Subclass, the percentage calculated by dividing the Class 2-B Subclass
Interest Accrual Amount of such Class 2-B Subclass (determined without regard to
clause (ii) of the definition thereof) by the Class 2-B Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Class 2-B
Subclass Interest Accrual Amount).
Class 2-B Subclass Loss Percentage: As to any Determination Date and any
Class 2-B Subclass then outstanding, the percentage calculated by dividing the
Class 2-B Subclass Principal Balance of such Class 2-B Subclass by the Class 2-B
Principal Balance (determined without regard to any Class 2-B Subclass Principal
Balance of any Class 2-B Subclass not then outstanding), in each case determined
as of the preceding Determination Date.
Class 2-B-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-B-1 and Exhibit D hereto.
Class 2-B-1 Certificateholder: The registered holder of a Class 2-B-1
Certificate.
Class 2-B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-1 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class 2-B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 2-B Subclass Interest Accrual Amount of the Class
2-B-1 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-1 Certificates on such Distribution Date
pursuant to Paragraph eighth of Section 4.01(a)(i).
Class 2-B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 2 Outstanding Mortgage Loan, of the
product of (x) the Pool 2 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 2-B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 2 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 2-B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 2-B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 2 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 2-B-1 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-1 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-1 Certificates.
Class 2-B-1 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 2-M
Principal Balance and the Class 2-B Subclass Principal Balances of the Class 2-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 2-B-1 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 2-B-1 Percentage for such Distribution Date will be zero.
Class 2-B-1 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-1 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 2-M Principal Balance and the Class 2-B Subclass Principal Balances
of the Class 2-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 2-B-1
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 2-B-1 Prepayment Percentage for
such Distribution Date will be zero.
Class 2-B-1 Principal Balance: As to the first Determination Date, the
Original Class 2-B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Group 2 Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class 2-B-1 Certificates
pursuant to Section 4.02(b) and (ii) the Pool 2 Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class 2-A Principal Balance and
the Class 2-M Principal Balance as of such Determination Date.
Class 2-B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-1 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class 2-B-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-B-2 and Exhibit D hereto.
Class 2-B-2 Certificateholder: The registered holder of a Class 2-B-2
Certificate.
Class 2-B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-2 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class 2-B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 2-B Subclass Interest Accrual Amount of the Class
2-B-2 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-2 Certificates on such Distribution Date
pursuant to Paragraph eleventh of Section 4.01(a)(i).
Class 2-B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 2 Outstanding Mortgage Loan, of the
product of (x) the Pool 2 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 2-B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 2 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 2-B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 2-B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 2 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 2-B-2 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-2 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-2 Certificates.
Class 2-B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 2-M
Principal Balance and the Class 2-B Subclass Principal Balances of the Class 2-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 2-B-2 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 2-B-2 Percentage for such Distribution Date will be zero.
Class 2-B-2 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 2-M Principal Balance and the Class 2-B Subclass Principal Balances
of the Class 2-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 2-B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 2-B-2 Prepayment Percentage for
such Distribution Date will be zero.
Class 2-B-2 Principal Balance: As to the first Determination Date, the
Original Class 2-B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class 2-B-2
Certificates pursuant to Section 4.02(b) and (ii) the Pool 2 Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 2-A
Principal Balance the Class 2-M Principal Balance and the Class 2-B-1 Principal
Balance as of such Determination Date.
Class 2-B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-2 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class 2-B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-B-3 and Exhibit D hereto.
Class 2-B-3 Certificateholder: The registered holder of a Class 2-B-3
Certificate.
Class 2-B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-3 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a)(i).
Class 2-B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 2-B Subclass Interest Accrual Amount of the Class
2-B-3 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-3 Certificates on such Distribution Date
pursuant to Paragraph fourteenth of Section 4.01(a)(i).
Class 2-B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 2 Outstanding Mortgage Loan, of the
product of (x) the Pool 2 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 2-B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 2 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 2-B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 2-B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 2 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 2-B-3 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-3 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-3 Certificates.
Class 2-B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 2-M
Principal Balance and the Class 2-B Subclass Principal Balances of the Class 2-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 2-B-3 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 2-B-3 Percentage for such Distribution Date will be zero.
Class 2-B-3 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 2-M Principal Balance and the Class 2-B Subclass Principal Balances
of the Class 2-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 2-B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 2-B-3 Prepayment Percentage for
such Distribution Date will be zero.
Class 2-B-3 Principal Balance: As to the first Determination Date, the
Original Class 2-B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b) the
Realized Losses through such Determination Date allocated to the Class 2-B-3
Certificates pursuant to Section 4.02(b) and (ii) the Pool 2 Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 2-A
Principal Balance, the Class 2-M Principal Balance, the Class 2-B-1 Principal
Balance and the Class 2-B-2 Principal Balance as of such Determination Date.
Class 2-B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-3 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class 2-B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-B-4 and Exhibit D hereto.
Class 2-B-4 Certificateholder: The registered holder of a Class 2-B-4
Certificate.
Class 2-B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-4 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class 2-B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 2-B Subclass Interest Accrual Amount of the Class
2-B-4 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-4 Certificates on such Distribution Date
pursuant to Paragraph seventeenth of Section 4.01(a)(i).
Class 2-B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 2 Outstanding Mortgage Loan, of the
product of (x) the Pool 2 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 2-B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 2 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 2-B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 2-B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 2 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 2-B-4 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-4 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-4 Certificates.
Class 2-B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 2-M
Principal Balance and the Class 2-B Subclass Principal Balances of the Class 2-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 2-B-4 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 2-B-4 Percentage for such Distribution Date will be zero.
Class 2-B-4 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 2-M Principal Balance and the Class 2-B Subclass Principal Balances
of the Class 2-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 2-B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 2-B-4 Prepayment Percentage for
such Distribution Date will be zero.
Class 2-B-4 Principal Balance: As to the first Determination Date, the
Original Class 2-B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b) the
Realized Losses allocated through such Determination Date to the Class 2-B-4
Certificates pursuant to Section 4.02(b) and (ii) the Pool 2 Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 2-A
Principal Balance, the Class 2-M Principal Balance, the Class 2-B-1 Principal
Balance, the Class 2-B-2 Principal Balance and the Class 2-B-3 Principal Balance
as of such Determination Date.
Class 2-B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-4 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class 2-B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit 2-B-5 and Exhibit D hereto.
Class 2-B-5 Certificateholder: The registered holder of a Class 2-B-5
Certificate.
Class 2-B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-5 Certificates pursuant to
Paragraphs twentieth, twenty-first, and twenty-second of Section 4.01(a)(i).
Class 2-B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 2-B Subclass Interest Accrual Amount of the Class
2-B-5 Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-5 Certificates on such Distribution Date
pursuant to Paragraph twentieth of Section 4.01(a)(i).
Class 2-B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool 2 Outstanding Mortgage Loan, of the
product of (x) the Pool 2 Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:
(i) the Class 2-B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 2 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 2-B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 2-B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 2 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Subclass and such Distribution Date, the Class 2-B-5 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-5 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-5 Certificates.
Class 2-B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group
2Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 2-M
Principal Balance and the Class 2-B Subclass Principal Balances of the Class 2-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class 2-B-5 Certificates are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), the Class 2-B-5 Percentage for such Distribution Date will be zero.
Class 2-B-5 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Class 2-M Principal Balance and the Class 2-B Subclass Principal Balances
of the Class 2-B Subclasses eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class 2-B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class 2-B-5 Prepayment Percentage for
such Distribution Date will be zero.
Class 2-B-5 Principal Balance: As to the first Determination Date, the
Original Class 2-B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-5 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class 2-B-5 Certificates pursuant to Section 4.02(b) and (ii) the Pool 2
Adjusted Pool Amount as of the preceding Distribution Date less the sum of the
Class 2-A Principal Balance, the Class 2-M Principal Balance, the Class 2-B-1
Principal Balance, the Class 2-B-2 Principal Balance, the Class 2-B-3 Principal
Balance and the Class 2-B-4 Principal Balance as of such Determination Date.
Class 2-B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-5 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class 2-B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-M Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit C-2 and Exhibit D hereto.
Class 2-M Certificateholder: The registered holder of a Class 2-M
Certificate.
Class 2-M Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-M Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
Class 2-M Interest Accrual Amount: As to any Distribution Date, an amount
equal to (i) the product of 1/12th of the Class 2-M Pass-Through Rate and the
Class 2-M Principal Balance as of the Determination Date preceding such
Distribution Date minus (ii) (x) any Group 2 Non-Supported Interest Shortfall
allocated to the Class 2-M Certificates with respect to such Distribution Date
and (y) the interest portion of any Pool 2 Excess Special Hazard Losses, Pool 2
Excess Fraud Losses and Pool 2 Excess Bankruptcy Losses allocated to the Class
2-M Certificates with respect to such Distribution Date pursuant to Section
4.02(e).
Class 2-M Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Class 2-M Interest Accrual Amount with respect to such
Distribution Date exceeds the amount distributed in respect of the Class 2-M
Certificates on such Distribution Date pursuant to Paragraph fifth of Section
4.01(a)(i).
Class 2-M Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Pool 2 Outstanding Mortgage Loan, of the product of
(x) the Pool 2 Non-PO Fraction with respect to such Mortgage Loan and (y) the
sum of:
(i) the Class 2-M Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Pool 2 Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class 2-M Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class 2-M Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-M Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Pool 2 Mortgage
Loan during the month preceding the month in which such Distribution Date
occurs over the unpaid principal balance of such defective Mortgage Loan,
less the amount allocable to the principal portion of any unreimbursed
Periodic Advances previously made by a Servicer, the Master Servicer or the
Trust Administrator in respect of such defective Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 2-M Optimal
Principal Amount will equal the lesser of (A) the Class 2-M Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-M Certificates.
Class 2-M Pass-Through Rate: As to any Distribution Date, 6.750% per annum.
Class 2-M Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group 2 Subordinated Percentage by either (a) if
any Class 2-B Certificates are eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d), a
fraction, the numerator of which is the Class 2-M Principal Balance (determined
as of the Determination Date preceding such Distribution Date) and the
denominator of which is the sum of the Class 2-M Principal Balance and the Class
2-B Subclass Principal Balances of the Class 2-B Subclasses eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d) or (b) except as set forth in Section 4.01(d)(ii),
if the Class 2-B Certificates are not eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d)(i), one.
Class 2-M Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group 2 Subordinated Prepayment
Percentage by either (a) if any Class 2-B Certificates are eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d), a fraction, the numerator of which is the Class
2-M Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Class 2-M
Principal Balance and the Class 2-B Subclass Principal Balances of the Class 2-B
Subclasses eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d) or (b) except as set
forth in Section 4.01(d)(ii), if the Class 2-B Certificates are not eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d)(i), one.
Class 2-M Principal Balance: As to the first Determination Date, the
Original Class 2-M Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-M Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-M Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Group 2 Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class 2-M Certificates
pursuant to Section 4.02(b) and (ii) the Pool 2 Adjusted Pool Amount as of the
preceding Distribution Date less the Class 2-A Principal Balance as of such
Determination Date.
Class 2-M Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-M Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-M Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a)(i).
Class 2-M-L Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A Certificate: Any of the Class 1-A Certificates or the Class 2-A
Certificates.
Class A Certificateholder: The registered holder of a Class 1-A Certificate
or a Class 2-A Certificate.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Class 1-A Principal Balance and the Class 2-A Principal Balance.
Class A Subclass: Any of the Class 1-A Subclasses or Class 2-A Subclasses.
Class A Subclass Principal Balance: Any of the Class 1-A Subclass Principal
Balances or Class 2-A Subclass Principal Balances.
Class A Subclass Pass-Through Rate: As to each Class 1-A Subclass, other
than the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-6, Class 1-A-7, Class
1-A-8 and Class 1-A-PO Certificates, the Class 1-A Fixed Pass-Through Rate. As
to the Class 1-A-1 Certificates, 6.600% per annum. As to the Class 1-A-2
Certificates, 6.350% per annum. As to the Class 1-A-3 Certificates, 6.500% per
annum. As to the Class 1-A-6 Certificates, 6.750% per annum. As to the Class
1-A-7 Certificates, 9.000% per annum. As to the Class 1-A-8 Certificates, 6.800%
per annum. The Class 1-A-PO Certificates are not entitled to interest and have
no Class A Subclass Pass-Through Rate. As to each Class 2-A Subclass, other than
the Class 2-A-1, Class 2-A-2 and Class 2-A-PO Certificates, the Class 2-A Fixed
Pass-Through Rate. As to the Class 2-A-1 Certificates, 6.520% per annum. As to
the Class 2-A-2, 8.000% per annum. The Class 2-A-PO Certificates are not
entitled to interest and have no Class A Subclass Pass-Through Rate.
Class A Voting Interest: The sum of (A) the product of (i) the fraction
obtained by dividing the sum of the Class 1-A Non-PO Principal Balance and the
Class 2-A Non-PO Principal Balance by the sum of the Pool 1 Balance (Non-PO
Portion) and the Pool 2 Balance (Non-PO Portion) and (ii) the Non-PO Voting
Interest and (B) the sum of the Pool 1 Balance (PO Portion) and Pool 2 Balance
(PO Portion) divided by the Pool 1 Balance (Non-PO Portion), the Pool 2 Balance
(Non-PO Portion), the Pool 1 Balance (PO Portion) and the Pool 2 Balance (PO
Portion).
Class B Certificate: Any one of the Class 1-B Certificates or the Class 2-B
Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Subclass: Any of the Class 1-B Subclasses or Class 2-B Subclasses.
Class B Subclass Interest Shortfall Amount: Any of the Class 1-B-1 Interest
Shortfall Amount, Class 1-B-2 Interest Shortfall Amount, Class 1-B-3 Interest
Shortfall Amount, Class 1-B-4 Interest Shortfall Amount, Class 1-B-5 Interest
Shortfall Amount, Class 2-B-1 Interest Shortfall Amount, Class 2-B-2 Interest
Shortfall Amount, Class 2-B-3 Interest Shortfall Amount, Class 2-B-4 Interest
Shortfall Amount or Class 2-B-5 Interest Shortfall Amount .
Class B Subclass Percentage: Any one of the Class 1-B-1 Percentage, Class
1-B-2 Percentage, Class 1-B-3 Percentage, Class 1-B-4 Percentage, Class 1-B-5
Percentage, Class 2-B-1 Percentage, Class 2-B-2 Percentage, Class 2-B-3
Percentage, Class 2-B-4 Percentage or Class 2-B-5 Percentage.
Class B Subclass Prepayment Percentage: Any of the Class 1-B-1 Prepayment
Percentage, Class 1-B-2 Prepayment Percentage, Class 1-B-3 Prepayment
Percentage, Class 1-B-4 Prepayment Percentage, Class 1-B-5 Prepayment
Percentage, Class 2-B-1 Prepayment Percentage, Class 2-B-2 Prepayment
Percentage, Class 2-B-3 Prepayment Percentage, Class 2-B-4 Prepayment Percentage
or Class 2-B-5 Prepayment Percentage.
Class B Subclass Principal Balance: Any of the Class 1-B-1 Principal
Balance, Class 1-B-2 Principal Balance, Class 1-B-3 Principal Balance, Class
1-B-4 Principal Balance, Class 1-B-5 Principal Balance, Class 2-B-1 Principal
Balance, Class 2-B-2 Principal Balance, Class 2-B-3 Principal Balance, Class
2-B-4 Principal Balance or Class 2-B-5 Principal Balance.
Class B Subclass Unpaid Interest Shortfall: Any of the Class 1-B-1 Unpaid
Interest Shortfall, Class 1-B-2 Unpaid Interest Shortfall, Class 1-B-3 Unpaid
Interest Shortfall, Class 1-B-4 Unpaid Interest Shortfall, Class 1-B-5 Unpaid
Interest Shortfall, Class 2-B-1 Unpaid Interest Shortfall, Class 2-B-2 Unpaid
Interest Shortfall, Class 2-B-3 Unpaid Interest Shortfall, Class 2-B-4 Unpaid
Interest Shortfall or Class 2-B-5 Unpaid Interest Shortfall.
Class M Certificate: Each Class 1-M and 2-M Certificate.
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.24.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: Each of the Pool 1 Compensating Interest and the
Pool 2 Compensating Interest.
Component: Any one of the Class A-7 Components, Class A-9 Components and
Class A-10 Components.
Component Interest Accrual Amount: As to any Class 1-A-9 Component, its
Class 1-A-9 Component Interest Accrual Amount and as to any Class 1-A-10
Component, its Class 1-A-10 Component Interest Accrual Amount.
Component Interest Percentage: As to any Distribution Date and any Class
1-A-9 Component or Class 1-A-10 Component, the percentage calculated by dividing
the Component Interest Accrual Amount of such Component (determined without
regard to clause (ii) of the definition thereof) by the Class 1-A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Class 1-A Subclass Interest Accrual Amount (other than for the Class 1-A-9
and Class 1-A-10 Certificates) and each Class 1-A-9 Component Interest Accrual
Amount and Class 1-A-10 Component Interest Accrual Amount).
Component Interest Shortfall Amount: As to any Distribution Date and any
Class 1-A-9 Component or Class 1-A-10 Component, the product of (a) the Class
1-A Subclass Interest Shortfall Amount of the Class 1-A-9 Certificates or Class
1-A-10 Certificates, as applicable, for such Distribution Date and (b) a
fraction, the numerator of which is the applicable Component Interest Accrual
Amount and the denominator of which is the Class 1-A Subclass Interest Accrual
Amount of the Class 1-A-9 Certificates or the Class 1-A-10 Certificates, as
applicable.
Component Interest Shortfall Distribution: As to any Distribution Date and
any Class 1-A-9 Component or Class 1-A-10 Component, the product of (i) the
amount that would be distributable in respect of the Class 1-A-9 Certificates or
the Class 1-A-10 Certificates, as applicable, with respect to such Distribution
Date pursuant to Paragraph second of Section 4.01(a)(i) without regard to the
proviso set forth in such Paragraph and (ii) the Component Interest Shortfall
Percentage for such Distribution Date.
Component Interest Shortfall Percentage: Each of the Class 1-A-9A Component
Interest Shortfall Percentage, 1-A-9B Component Interest Shortfall Percentage,
1-A-9C Component Interest Shortfall Percentage, 1-A-10A Component Interest
Shortfall Percentage, 1-A-10B Component Interest Shortfall Percentage and
1-A-10C Component Interest Shortfall Percentage.
Component Loss Percentage: As to any Determination Date and any Class 1-A-7
Component, Class 1-A-9 Component or Class 1-A-10 Component, the percentage
calculated by dividing the Component Principal Balance of such Component (or,
the Original Component Principal Balance of such Component, in the case of a
Class 1-A-9 Component or Class 1-A-10 Component, if lower) by the Class 1-A Loss
Denominator (determined without regard to any Class A Subclass Principal Balance
of any Class 1-A Subclass (other than the Class 1-A-9 and Class 1-A-10
Certificates) or Component Principal Balance of any Class 1-A-9 Component or
Class 1-A-10 Component not then outstanding), in each case determined as of the
preceding Determination Date.
Component Principal Accretion Amount: Each of the Class 1-A-9A Component
Principal Accretion Amount, Class 1-A-9B Component Principal Accretion Amount,
Class 1-A-9C Component Principal Accretion Amount, Class 1-A-10A Component
Principal Accretion Amount, Class 1-A-10B Component Principal Accretion Amount
and Class 1-A-10C Component Principal Accretion Amount.
Component Principal Balance: As of the first Determination Date and as to
any Component, the Original Component Principal Balance. As of any subsequent
Determination Date and as to any Component prior to the Group 1 Cross-Over Date,
the Original Component Principal Balance of such Component (increased in the
case of each Class 1-A-9 Component and Class 1-A-10 Component by the related
Component Principal Accretion Amounts with respect to prior Distribution Dates)
less the sum of (a) all amounts previously distributed in respect of such
Component on prior Distribution Dates (A) pursuant to Paragraph third clause
I(A) of Section 4.01(a)(i), (B) as a result of a Group 1 Principal Adjustment
and (C), if applicable, from the Class 1-A-9 and Class 1-A-10 Component Accrual
Distribution Amounts for such prior Distribution Dates and (D), if applicable,
from the Class 1-A-11 Accrual Distribution Amounts for such prior Distribution
Dates and (b) the Realized Losses allocated through such Determination Date to
such Component pursuant to Section 4.02(b). After the Group 1 Cross-Over Date,
the Component Principal Balance will also be reduced on each Determination Date
by an amount equal to the product of the applicable Component Loss Percentage
for such Component and the excess, if any, of (i) the Class 1-A Non-PO Principal
Balance for such Determination Date without regard to this sentence over (ii)
the difference between (A) the Pool 1 Adjusted Pool Amount for the preceding
Distribution Date and (B) the Pool 1 Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date.
Component Rate: As to any Distribution Date and for the Class 1-A-9
Components and the Class 1-A-10 Components, 7.000% per annum. The Class 1-A-7
Components have no Component Rate.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trust Administrator or
the Trustee, as the case may be, at which at any particular time its corporate
trust business shall be administered, which office, with respect to the Trust
Administrator, at the date of the execution of this instrument is located at 230
South Tryon Street, Charlotte, North Carolina 28288 and, with respect to the
Trustee, at the date of the execution of this instrument is located at 114 West
47th Street, New York, New York 10036.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class
Interest or Classes
Class 1-A-L1 Interest Class 1-A-1 Certificates
Class 1-A-L2 Interest Class 1-A-2 Certificates
Class 1-A-L3 Interest Class 1-A-3 Certificates
Class 1-A-L5 Interest Class 1-A-5, Class 1-A-9,
Class 1-A-10, Class 1-A-11 and
Class 1-A-12 Certificates
Class 1-A-L6 Interest Class 1-A-6, Class 1-A-7 and
Class 1-A-8 Certificates
Class 1-A-LPO Interest Class 1-A-PO Certificates
Class A-LUR Interest Class 1-A-R Certificates
Class 1-M-L Interest Class 1-M Certificate
Class 1-B-L1 Interest Class 1-B-1 Certificates
Class 1-B-L2 Interest Class 1-B-2 Certificates
Class 1-B-L3 Interest Class 1-B-3 Certificates
Class 1-B-L4 Interest Class 1-B-4 Certificates
Class 1-B-L5 Interest Class 1-B-5 Certificates
Class 2-A-L1 Interest Class 2-A-1 and Class 2-A-2
Certificates
Class 2-A-L3 Interest Class 2-A-3, Class 2-A-4,
Class 2-A-5 and Class 2-A-6
Certificates
Class 2-A-LPO Interest Class 2-A-PO Certificates
Class 2-M-L Interest Class 2-M Certificates
Class 2-B-L1 Interest Class 2-B-1 Certificates
Class 2-B-L2 Interest Class 2-B-2 Certificates
Class 2-B-L3 Interest Class 2-B-3 Certificates
Class 2-B-L4 Interest Class 2-B-4 Certificates
Class 2-B-L5 Interest Class 2-B-5 Certificates
Current Class 1-A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class 1-A Subclasses pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class 1-B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class 1-B Certificates pursuant
to Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a)(i) on such Distribution Date.
Current Class 1-B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class 1-B Subclass Principal Balances of the Class 1-B-2, Class
1-B-3, Class 1-B-4 and Class 1-B-5 Certificates by the sum of the Class 1-A
Non-PO Principal Balance, the Class 1-M Principal Balance and the Class 1-B
Principal Balance. As to the first Distribution Date, the Original Class 1-B-1
Fractional Interest.
Current Class 1-B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class 1-B Subclass Principal Balances of the Class 1-B-3, Class
1-B-4 and Class 1-B-5 Certificates by the sum of the Class 1-A Non-PO Principal
Balance, the Class 1-M Principal Balance and the Class 1-B Principal Balance. As
to the first Distribution Date, the Original Class 1-B-2 Fractional Interest.
Current Class 1-B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class 1-B Subclass Principal Balances of the Class 1-B-4 and
Class 1-B-5 Certificates by the sum of the Class 1-A Non-PO Principal Balance,
the Class 1-M Principal Balance and the Class 1-B Principal Balance. As to the
first Distribution Date, the Original Class 1-B-3 Fractional Interest.
Current Class 1-B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class 1-B Subclass Principal Balance of the Class 1-B-5 Certificates by the
sum of the Class 1-A Non-PO Principal Balance, the Class 1-M Principal Balance
and the Class 1-B Principal Balance. As to the first Distribution Date, the
Original Class 1-B-4 Fractional Interest.
Current Class 1-M Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class 1-B Principal Balance by the sum of the Class 1-A Non-PO Principal
Balance, the Class 1-M Principal Balance and the Class 1-B Principal Balance. As
to the first Distribution Date, the Original Class 1-M Fractional Interest.
Current Class 1-M Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class 1-M Certificates pursuant
to Paragraph fifth of Section 4.01(a)(i) on such Distribution Date.
Current Class 2-A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class 2-A Subclasses pursuant to
Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class 2-B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class 2-B Certificates pursuant
to Paragraphs eighth, eleventh, fourteenth, seventeenth and twentieth of Section
4.01(a)(i) on such Distribution Date.
Current Class 2-B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class 2-B Subclass Principal Balances of the Class 2-B-2, Class
2-B-3, Class 2-B-4 and Class 2-B-5 Certificates by the sum of the Class 2-A
Non-PO Principal Balance, the Class 2-M Principal Balance and the Class 2-B
Principal Balance. As to the first Distribution Date, the Original Class 2-B-1
Fractional Interest.
Current Class 2-B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class 2-B Subclass Principal Balances of the Class 2-B-3, Class
2-B-4 and Class 2-B-5 Certificates by the sum of the Class 2-A Non-PO Principal
Balance, the Class 2-M Principal Balance and the Class 2-B Principal Balance. As
to the first Distribution Date, the Original Class 2-B-2 Fractional Interest.
Current Class 2-B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Class 2-B Subclass Principal Balances of the Class 2-B-4 and
Class 2-B-5 Certificates by the sum of the Class 2-A Non-PO Principal Balance,
the Class 2-M Principal Balance and the Class 2-B Principal Balance. As to the
first Distribution Date, the Original Class 2-B-3 Fractional Interest.
Current Class 2-B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class 2-B Subclass Principal Balance of the Class 2-B-5 Certificates by the
sum of the Class 2-A Non-PO Principal Balance, the Class 2-M Principal Balance
and the Class 2-B Principal Balance. As to the first Distribution Date, the
Original Class 2-B-4 Fractional Interest.
Current Class 2-M Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Class 2-B Principal Balance by the sum of the Class 2-A Non-PO Principal
Balance, the Class 2-M Principal Balance and the Class 2-B Principal Balance. As
to the first Distribution Date, the Original Class 2-M Fractional Interest.
Current Class 2-M Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Class 2-M Certificates pursuant
to Paragraph fifth of Section 4.01(a)(i) on such Distribution Date.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trust Administrator, substantially in the form of Exhibit E hereto, as the
same may be amended or modified from time to time in accordance with the terms
thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
DCR: Duff & Phelps Credit Rating Co., or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Group 1
Certificate (other than the Class 1-A-4 Certificates) or Group 2 Certificate
representing the principal portion of the Pool 1 Cut-Off Date Aggregate
Principal Balance or Pool 2 Cut-Off Date Aggregate Principal Balance,
respectively, evidenced by such Certificate. As to the Class 1-A-4 Certificates,
the amount specified on the faces of each such Certificate representing the
portion of the Original Class 1-A-4 Notional Amount evidenced by such
Certificate.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trust Administrator, such that the Trust Administrator, on behalf of the
Certificateholders has a claim with respect to the funds in such accounts or a
perfected first security interest against any collateral securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such accounts are maintained, (iv) that are
trust accounts maintained with the trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity or (v) such other account that is acceptable to each of the Rating
Agencies and would not cause the Trust Estate to fail to qualify as two separate
REMICs or result in the imposition of any federal tax on either of the
Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each Rating
Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the case
of the principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
in either case entered into with a depository institution or trust company
(acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by either Rating
Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-1A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1A hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2A hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
Exhibit F-3A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3A hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
Fixed Retained Yield: Each of the Group 1 Fixed Retained Yield and Group 2
Fixed Retained Yield.
Fixed Retained Yield Rate: Each of the Group 1 Fixed Retained Yield Rate
and Group 2 Fixed Retained Yield Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date over
(ii) the sum of the unpaid principal balance of each such Liquidated Loan plus
accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid) to the first day of the month in which such Distribution Date occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Group: The Group 1 Certificates and Group 2 Certificates.
Group 1 Adjusted Principal Balance: As to any Distribution Date and the
Class 1-M Certificates or any Class 1-B Subclass, the greater of (A) zero and
(B) (i) the principal balance of such Class or Subclass with respect to such
Distribution Date minus (ii) the Group 1 Adjustment Amount for such Distribution
Date less, with respect to the Class 1-M Certificates, the Class 1-B Principal
Balance or, with respect to any Class 1-B Subclass, the Class 1-B Subclass
Principal Balances for any Class 1-B Subclasses with higher numerical
designations.
Group 1 Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Class 1-A Principal Balance, Class 1-M Principal
Balance and Class 1-B Principal Balance as of the related Determination Date and
(B) the sum of (i) the sum of the Class 1-A Principal Balance, Class 1-M
Principal Balance and Class 1-B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Pool 1 Excess
Special Hazard Losses, Pool 1 Excess Fraud Losses and Pool 1 Excess Bankruptcy
Losses allocated to the Group 1 Certificates with respect to such Distribution
Date and (iii) the aggregate amount that would have been distributed to all
Group 1 Classes as principal in accordance with Section 4.01(a)(i) for such
Distribution Date without regard to the provisos in the definitions of Class 1-M
Optimal Principal Amount, Class 1-B-1 Optimal Principal Amount, Class 1-B-2
Optimal Principal Amount, Class 1-B-3 Optimal Principal Amount, Class 1-B-4
Optimal Principal Amount and Class 1-B-5 Optimal Principal Amount.
Group 1 Certificates: Each 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 1-A-8, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-PO, Class 1-A-R, Class 1-A-LR,
Class 1-M, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4 and Class 1-B-5.
Group 1 Classes: All Group 1 Certificates whose form is identical except
for (i) variations in the Percentage Interest evidenced thereby and (ii) in the
case of the Class 1-A Certificates and Class 1-B Certificates, variations in
Subclass designation and other Subclass characteristics.
Group 1 Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class 1-A Percentage (determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Group 1 Cross-Over Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Group 1 Cross-Over Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full)
on a Pool 1 Mortgage Loan:
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Group 1 Fixed Retained Yield: The fixed percentage of interest on each Pool
1 Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a)
7.000%, (b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which
will be determined on a loan by loan basis and will equal the Mortgage Interest
Rate on each Pool 1 Mortgage Loan minus the sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Group 1 Fixed Retained Yield Rate: With respect to each Pool 1 Mortgage
Loan, a per annum rate equal to the greater of (a) zero and (b) the Mortgage
Interest Rate on such Mortgage Loan minus the sum of (i) 7.000%, (ii) the
Servicing Fee Rate and (iii) the Master Servicing Fee Rate.
Group 1 Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Pool 1 Mortgage Loans over the aggregate Pool 1 Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Group 1 Cross-Over Date, the Group 1 Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Group 1 Cross-Over Date Interest Shortfall for
such Distribution Date. Any Group 1 Non-Supported Interest Shortfall will be
allocated to (a) the Class 1-A Certificates according to the percentage obtained
by dividing the Class 1-A Non-PO Principal Balance by the sum of the Class 1-A
Non-PO Principal Balance, the Class 1-M Principal Balance and the Class 1-B
Principal Balance, (b) the Class 1-M Certificates according to the percentage
obtained by dividing the Class 1-M Principal Balance by the sum of the Class 1-A
Non-PO Principal Balance, the Class 1-M Principal Balance and the Class 1-B
Principal Balance and (c) the Class 1-B Certificates according to the percentage
obtained by dividing the Class 1-B Principal Balance by the sum of the Class 1-A
Non-PO Principal Balance, the Class 1-M Principal Balance and the Class 1-B
Principal Balance.
Group 1 Optimal Adjustment Event: With respect to the Class 1-M
Certificates or any Class 1-B Subclass and any Distribution Date, a Group 1
Optimal Adjustment Event will occur with respect to such Class or Subclass if:
(i) the principal balance of such Class or Subclass on the Determination Date
succeeding such Distribution Date would have been reduced to zero (regardless of
whether such principal balance was reduced to zero as a result of principal
distribution or the allocation of Realized Losses) and (ii) (a) any Class 1-A
Subclass Principal Balance (other than with respect to the Class 1-A-7, Class
1-A-9 and Class 1-A-10 Certificates) or Component Principal Balance would be
subject to further reduction as a result of the third sentences of the
definition of Class 1-A Subclass Principal Balance or Component Principal
Balance or (b) with respect to any Class 1-B Subclass, the Class 1-M Principal
Balance or the Class 1-B Subclass Principal Balance of a Class 1-B Subclass with
a lower numerical designation would be reduced with respect to such Distribution
Date as a result of the application of clause (ii) of the definition of Class
1-M Principal Balance, Class 1-B-1 Principal Balance, Class 1-B-2 Principal
Balance, Class 1-B-3 Principal Balance, Class 1-B-4 Principal Balance or Class
1-B-5 Principal Balance.
Group 1 Original Subordinated Percentage: The Group 1 Subordinated
Percentage as of the Cut-Off Date, as set forth in Section 11.09.
Group 1 Original Subordinated Principal Balance: The sum of the Original
Class 1-M Principal Balance and the Original Class 1-B Principal Balance.
Group 1 Premium Mortgage Loan: A Pool 1 Mortgage Loan with a Net Mortgage
Interest Rate of 7.000% or greater.
Group 1 Principal Adjustment: In the event that the Class 1-M Optimal
Principal Amount, Class 1-B-1 Optimal Principal Amount, Class 1-B-2 Optimal
Principal Amount, Class 1-B-3 Optimal Principal Amount, Class 1-B-4 Optimal
Principal Amount or Class 1-B-5 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Group 1 Principal Adjustment for the Class 1-M Certificates or such
Class 1-B Subclass shall equal the difference between (i) the amount that would
have been distributed to such Class or Subclass as principal in accordance with
Section 4.01(a)(i) for such Distribution Date, calculated without regard to such
proviso and assuming there are no Group 1 Principal Adjustments for such
Distribution Date and (ii) the Group 1 Adjusted Principal Balance for such Class
or Subclass.
Group 1 Scheduled Principal Amount: The sum for each outstanding Pool 1
Mortgage Loan (including each defaulted Pool 1 Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Pool 1 Non-PO Fraction
for such Mortgage Loan and (B) the sum of the amounts described in clauses y(i)
and y(iv) of the definition of Class 1-A Non-PO Optimal Principal Amount but
without such amount being multiplied by the Class 1-A Percentage.
Group 1 Senior Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (a) the Class 1-A Non-PO Optimal Amount and (b) the
Class 1-A-PO Optimal Principal Amount.
Group 1 Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class 1-A Percentage for
such date.
Group 1 Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class 1-A Prepayment
Percentage for such date.
Group 1 Unpaid Interest Shortfalls: Each of the Class 1-A Subclass Unpaid
Interest Shortfalls, the Class 1-M Unpaid Interest Shortfall, the Class 1-B-1
Unpaid Interest Shortfall, the Class 1-B-2 Unpaid Interest Shortfall, the Class
1-B-3 Unpaid Interest Shortfall, the Class 1-B-4 Unpaid Interest Shortfall and
the Class 1-B-5 Unpaid Interest Shortfall.
Group 1 Unscheduled Principal Amount: The sum for each outstanding Pool 1
Mortgage Loan (including each defaulted Pool 1 Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Pool 1 Non-PO Fraction
for such Mortgage Loan and (B) the sum of the amounts described in clauses y(ii)
and y(iii) of the definition of Class 1-A Non-PO Optimal Principal Amount but
without that amount being multiplied by the Class 1-A Prepayment Percentage.
Group 2 Adjusted Principal Balance: As to any Distribution Date and the
Class 2-M Certificates or any Class 2-B Subclass, the greater of (A) zero and
(B) (i) the principal balance of such Class or Subclass with respect to such
Distribution Date minus (ii) the Group 2 Adjustment Amount for such Distribution
Date less, with respect to the Class 2-M Certificates, the Class 2-B Principal
Balance or, with respect to any Class 2-B Subclass, the Class 2-B Subclass
Principal Balances for any Class 2-B Subclasses with higher numerical
designations.
Group 2 Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Class 2-A Principal Balance, Class 2-M Principal
Balance and Class 2-B Principal Balance as of the related Determination Date and
(B) the sum of (i) the sum of the Class 2-A Principal Balance, Class 2-M
Principal Balance and Class 2-B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Pool 2 Excess
Special Hazard Losses, Pool 2 Excess Fraud Losses and Pool 2 Excess Bankruptcy
Losses allocated to the Group 2 Certificates with respect to such Distribution
Date and (iii) the aggregate amount that would have been distributed to all
Group 2 Classes as principal in accordance with Section 4.01(a)(i) for such
Distribution Date without regard to the provisos in the definitions of Class 2-M
Optimal Principal Amount, Class 2-B-1 Optimal Principal Amount, Class 2-B-2
Optimal Principal Amount, Class 2-B-3 Optimal Principal Amount, Class 2-B-4
Optimal Principal Amount and Class 2-B-5 Optimal Principal Amount.
Group 2 Certificates: Each Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-PO, Class 2-M, Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 2-B-4 and Class 2-B-5.
Group 2 Classes: All Group 2 Certificates whose form is identical except
for (i) variations in the Percentage Interest evidenced thereby and (ii) in the
case of the Class 2-A Certificates and Class 2-B Certificates, variations in
Subclass designation and other Subclass characteristics.
Group 2 Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class 2-A Percentage (determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Group 2 Cross-Over Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Group 2 Cross-Over Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full)
on a Pool 2 Mortgage Loan:
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Group 2 Fixed Retained Yield: The fixed percentage of interest on each Pool
2 Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a)
6.750%, (b) the Servicing Fee Rate and (c) the Master Servicing Fee Rate, which
will be determined on a loan by loan basis and will equal the Mortgage Interest
Rate on each Pool 2 Mortgage Loan minus the sum of (a), (b) and (c), which is
not assigned to and not part of the Trust Estate.
Group 2 Fixed Retained Yield Rate: With respect to each Pool 2 Mortgage
Loan, a per annum rate equal to the greater of (a) zero and (b) the Mortgage
Interest Rate on such Mortgage Loan minus the sum of (i) 6.750%, (ii) the
Servicing Fee Rate and (iii) the Master Servicing Fee Rate.
Group 2 Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Pool 2 Mortgage Loans over the aggregate Pool 2 Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Group 2 Cross-Over Date, the Group 2 Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Group 2 Cross-Over Date Interest Shortfall for
such Distribution Date. Any Group 2 Non-Supported Interest Shortfall will be
allocated to (a) the Class 2-A Certificates according to the percentage obtained
by dividing the Class 2-A Non-PO Principal Balance by the sum of the Class 2-A
Non-PO Principal Balance, the Class 2-M Principal Balance and the Class 2-B
Principal Balance, (b) the Class 2-M Certificates according to the percentage
obtained by dividing the Class 2-M Principal Balance by the sum of the Class 2-A
Non-PO Principal Balance, the Class 2-M Principal Balance and the Class 2-B
Principal Balance and (c) the Class 2-B Certificates according to the percentage
obtained by dividing the Class 2-B Principal Balance by the sum of the Class 2-A
Non-PO Principal Balance, the Class 2-M Principal Balance and the Class 2-B
Principal Balance.
Group 2 Optimal Adjustment Event: With respect to the Class 2-M
Certificates or any Class 2-B Subclass and any Distribution Date, a Group 2
Optimal Adjustment Event will occur with respect to such Class or Subclass if:
(i) the principal balance of such Class or Subclass on the Determination Date
succeeding such Distribution Date would have been reduced to zero (regardless of
whether such principal balance was reduced to zero as a result of principal
distribution or the allocation of Realized Losses) and (ii) (a) any Class 2-A
Subclass Principal Balance would be subject to further reduction as a result of
the third sentence of the definition of Class 2-A Subclass Principal Balance or
(b) with respect to any Class 2-B Subclass, the Class 2-M Principal Balance or
the Class 2-B Subclass Principal Balance of a Class 2-B Subclass with a lower
numerical designation would be reduced with respect to such Distribution Date as
a result of the application of clause (ii) of the definition of Class 2-M
Principal Balance, Class 2-B-1 Principal Balance, Class 2-B-2 Principal Balance,
Class 2-B-3 Principal Balance, Class 2-B-4 Principal Balance or Class 2-B-5
Principal Balance.
Group 2 Original Subordinated Percentage: The Group 2 Subordinated
Percentage as of the Cut-Off Date, as set forth in Section 11.09.
Group 2 Original Subordinated Principal Balance: The sum of the Original
Class 2-M Principal Balance and the Original Class 2-B Principal Balance.
Group 2 Premium Mortgage Loan: A Pool 2 Mortgage Loan with a Net Mortgage
Interest Rate of 6.750% or greater.
Group 2 Principal Adjustment: In the event that the Class 2-M Optimal
Principal Amount, Class 2-B-1 Optimal Principal Amount, Class 2-B-2 Optimal
Principal Amount, Class 2-B-3 Optimal Principal Amount, Class 2-B-4 Optimal
Principal Amount or Class 2-B-5 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Group 2 Principal Adjustment for the Class 2-M Certificates or such
Class 2-B Subclass shall equal the difference between (i) the amount that would
have been distributed to such Class or Subclass as principal in accordance with
Section 4.01(a)(i) for such Distribution Date, calculated without regard to such
proviso and assuming there are no Group 1 Principal Adjustments for such
Distribution Date and (ii) the Group 2 Adjusted Principal Balance for such Class
or Subclass.
Group 2 Scheduled Principal Amount: The sum for each outstanding Pool 2
Mortgage Loan (including each defaulted Pool 2 Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Pool 2 Non-PO Fraction
for such Mortgage Loan and (B) the sum of the amounts described in clauses y(i)
and y(iv) of the definition of Class 2-A Non-PO Optimal Principal Amount but
without such amount being multiplied by the Class 2-A Percentage.
Group 2 Senior Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (a) the Class 2-A Non-PO Optimal Amount and (b) the
Class 2-A-PO Optimal Principal Amount.
Group 2 Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class 2-A Percentage for
such date.
Group 2 Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class 2-A Prepayment
Percentage for such date.
Group 2 Unpaid Interest Shortfalls: Each of the Class 2-A Subclass Unpaid
Interest Shortfalls, the Class 2-M Unpaid Interest Shortfall, the Class 2-B-1
Unpaid Interest Shortfall, the Class 2-B-2 Unpaid Interest Shortfall, the Class
2-B-3 Unpaid Interest Shortfall, the Class 2-B-4 Unpaid Interest Shortfall and
the Class 2-B-5 Unpaid Interest Shortfall.
Group 2 Unscheduled Principal Amount: The sum for each outstanding Pool 2
Mortgage Loan (including each defaulted Pool 2 Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Pool 2 Non-PO Fraction
for such Mortgage Loan and (B) the sum of the amounts described in clauses y(ii)
and y(iii) of the definition of Class 2-A Non-PO Optimal Principal Amount but
without that amount being multiplied by the Class 2-A Prepayment Percentage.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, trust administrator, partner, director or person performing similar
functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Interest Fraction Denominator: As of any Distribution Date, the sum of (i)
5.7142857143% of the Class 1-A Subclass Principal Balance of the Class 1-A-1
Certificates, (ii) 9.2857142857% of the Class 1-A Subclass Principal Balance of
the Class 1-A-2 Certificates and (iii) 7.1428571429% of the Class 1-A Subclass
Principal Balance of the Class 1-A-3 Certificates.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trust Administrator pursuant hereto
respecting the related Mortgage Loan, including any unreimbursed advances for
real property taxes or for property restoration or preservation of the related
Mortgaged Property. Liquidation Expenses shall not include any previously
incurred expenses in respect of an REO Mortgage Loan which have been netted
against related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) in connection with the liquidation of defaulted Mortgage Loans or
property acquired in respect thereof, whether through foreclosure, sale or
otherwise, including payments in connection with such Mortgage Loans received
from the Mortgagor, other than amounts required to be paid to the Mortgagor
pursuant to the terms of the applicable Mortgage or to be applied otherwise
pursuant to law.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans (other than any Fixed Retained
Yield), such amounts as shall from time to time be held in the Pool 1
Certificate Account and the Pool 2 Certificate Account (other than any Fixed
Retained Yield), as applicable, the insurance policies, if any, relating to a
Mortgage Loan and property which secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.29.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Month End Interest: As defined in each Servicing Agreement.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trust Administrator on the Closing Date as part of the Trust Estate and attached
hereto as Exhibits F-1, F-1A, F-2, F-2A, F-3 and F-3A, which list may be amended
following the Closing Date upon conveyance of a Substitute Mortgage Loan
pursuant to Section 2.02 or 2.03 and which list shall set forth at a minimum the
following information of the close of business on the Cut-Off Date (or, with
respect to Substitute Mortgage Loans, as of the close of business on the day of
substitution) as to each Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee;
(xvi) Fixed Retained Yield, if applicable; and
(xvii) for Mortgage Loans identified on Exhibit F-3 and F-3A, the name
of the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trust Administrator on the Closing Date pursuant to Section 2.01 and any
mortgage loans substituted therefor pursuant to Section 2.02 or 2.03, in each
case as from time to time are included in the Trust Estate as identified in the
Mortgage Loan Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: Each of the Pool 1 Net Foreclosure Profits and the
Pool 2 Net Foreclosure Profits.
Net Liquidation Proceeds: As to any Liquidated Loan, Liquidation Proceeds
net of Liquidation Expenses. For all purposes of this Agreement, Net Liquidation
Proceeds shall be allocated first to accrued and unpaid interest on the related
Mortgage Loan and then to the unpaid principal balance thereof.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.28 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.29 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
Net Partial Liquidation Proceeds: Partial Liquidation Proceeds with respect
to a Mortgage Loan net of unreimbursed Liquidation Expenses incurred with
respect to such Mortgage Loan. For all purposes of this Agreement, Net Partial
Liquidation Proceeds shall be allocated first to accrued and unpaid interest on
the related Mortgage Loan and then to the unpaid principal balance thereof.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trust
Administrator, as the case may be, and which the Servicer or the Master Servicer
or the Trust Administrator determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the Servicer, the Master Servicer or the Trust Administrator (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Master Servicer for
redelivery to the Trust Administrator or, in the case of a Master Servicer or
Trust Administrator determination, an Officer's Certificate of the Master
Servicer or the Trust Administrator delivered to the Trustee, in each case
detailing the reasons for such determination.
Non-U.S. Person: As defined in Section 4.01(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities, listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1, Exhibit F-1A, Exhibit F-2 and Exhibit F-2A
Mortgage Loans initially by Norwest Mortgage.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee or Trust Administrator, as the case may be.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee, or acceptable to the
Trust Administrator if such opinion is to be delivered to the Trust
Administrator; provided, however, that with respect to REMIC matters, matters
relating to the determination of Eligible Accounts or matters relating to
transfers of Certificates, such counsel shall be Independent.
Original Class 1-A Percentage: The Class 1-A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class 1-A Non-PO Principal Balance: The sum of the (i) Original
Class 1-A Subclass Principal Balances of the Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-5, Class 1-A-6, Class 1-A-8, Class 1-A-11, Class 1-A-12, Class
A-R and Class A-LR Certificates and (ii) the sum of the Original Component
Principal Balances of the Class 1-A-7 Components, Class 1-A-9 Components and
Class 1-A-10 Components, as set forth in Section 11.05.
Original Class 1-A Subclass Principal Balance: Any of the Original Class
1-A Subclass Principal Balances as set forth in Section 11.05.
Original Class 1-A-4 Notional Amount: The Original Class 1-A-4 Notional
Amount, as set forth in Section 11.07.
Original Class 1-B Principal Balance: The sum of the Original Class 1-B-1
Principal Balance, Original Class 1-B-2 Principal Balance, Original Class 1-B-3
Principal Balance, Original Class 1-B-4 Principal Balance and Original Class
1-B-5 Principal Balance, as set forth in Section 11.18.
Original Class 1-B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 1-B-2
Principal Balance, the Original Class 1-B-3 Principal Balance, the Original
Class 1-B-4 Principal Balance and the Original Class 1-B-5 Principal Balance by
the sum of the Original Class 1-A Non-PO Principal Balance, the Original Class
1-M Principal Balance and the Original Class 1-B Principal Balance. The Original
Class 1-B-1 Fractional Interest is specified in Section 11.20.
Original Class 1-B-1 Percentage: The Class 1-B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class 1-B-1 Principal Balance: The Class 1-B-1 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 1-B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 1-B-3
Principal Balance, the Original Class 1-B-4 Principal Balance and the Original
Class 1-B-5 Principal Balance by the sum of the Original Class 1-A Non-PO
Principal Balance, the Original Class 1-M Principal Balance and the Original
Class 1-B Principal Balance. The Original Class 1-B-2 Fractional Interest is
specified in Section 11.21.
Original Class 1-B-2 Percentage: The Class 1-B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.14.
Original Class 1-B-2 Principal Balance: The Class 1-B-2 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 1-B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 1-B-4
Principal Balance and the Original Class 1-B-5 Principal Balance by the sum of
the Original Class 1-A Non-PO Principal Balance, the Original Class 1-M
Principal Balance and the Original Class 1-B Principal Balance. The Original
Class 1-B-3 Fractional Interest is specified in Section 11.22.
Original Class 1-B-3 Percentage: The Class 1-B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.15.
Original Class 1-B-3 Principal Balance: The Class 1-B-3 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 1-B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class 1-B-5 Principal
Balance by the sum of the Original Class 1-A Non-PO Principal Balance, the
Original Class 1-M Principal Balance and the Original Class 1-B Principal
Balance. The Original Class 1-B-4 Fractional Interest is specified in Section
11.23.
Original Class 1-B-4 Percentage: The Class 1-B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.16.
Original Class 1-B-4 Principal Balance: The Class 1-B-4 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 1-B-5 Percentage: The Class 1-B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.17.
Original Class 1-B-5 Principal Balance: The Class 1-B-5 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 1-M Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class 1-B Principal Balance by
the sum of the Original Class 1-A Non-PO Principal Balance, the Original Class
1-M Principal Balance and the Original Class 1-B Principal Balance. The Original
Class 1-M Fractional Interest is specified in Section 11.12.
Original Class 1-M Percentage: The Class 1-M Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
Original Class 1-M Principal Balance: The Class 1-M Principal Balance as of
the Cut-Off Date, as set forth in Section 11.11.
Original Class 2-A Percentage: The Class 2-A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class 2-A Non-PO Principal Balance: The sum of the Original Class
2-A Subclass Principal Balances of the Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4, Class 2-A-5 and Class 2-A-6 Certificates, as set forth in Section
11.05.
Original Class 2-A Subclass Principal Balance: Any of the Original Class
2-A Subclass Principal Balances as set forth in Section 11.05.
Original Class 2-B Principal Balance: The sum of the Original Class 2-B-1
Principal Balance, Original Class 2-B-2 Principal Balance, Original Class 2-B-3
Principal Balance, Original Class 2-B-4 Principal Balance and Original Class
2-B-5 Principal Balance, as set forth in Section 11.18.
Original Class 2-B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 2-B-2
Principal Balance, the Original Class 2-B-3 Principal Balance, the Original
Class 2-B-4 Principal Balance and the Original Class 2-B-5 Principal Balance by
the sum of the Original Class 2-A Non-PO Principal Balance, the Original Class
2-M Principal Balance and the Original Class 2-B Principal Balance. The Original
Class 2-B-1 Fractional Interest is specified in Section 11.20.
Original Class 2-B-1 Percentage: The Class 2-B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class 2-B-1 Principal Balance: The Class 2-B-1 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 2-B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 2-B-3
Principal Balance, the Original Class 2-B-4 Principal Balance and the Original
Class 2-B-5 Principal Balance by the sum of the Original Class 2-A Non-PO
Principal Balance, the Original Class 2-M Principal Balance and the Original
Class 2-B Principal Balance. The Original Class 2-B-2 Fractional Interest is
specified in Section 11.21.
Original Class 2-B-2 Percentage: The Class 2-B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.14.
Original Class 2-B-2 Principal Balance: The Class 2-B-2 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 2-B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 2-B-4
Principal Balance and the Original Class 2-B-5 Principal Balance by the sum of
the Original Class 2-A Non-PO Principal Balance, the Original Class 2-M
Principal Balance and the Original Class 2-B Principal Balance. The Original
Class 2-B-3 Fractional Interest is specified in Section 11.22.
Original Class 2-B-3 Percentage: The Class 2-B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.15.
Original Class 2-B-3 Principal Balance: The Class 2-B-3 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 2-B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class 2-B-5 Principal
Balance by the sum of the Original Class 2-A Non-PO Principal Balance, the
Original Class 2-M Principal Balance and the Original Class 2-B Principal
Balance. The Original Class 2-B-4 Fractional Interest is specified in Section
11.23.
Original Class 2-B-4 Percentage: The Class 2-B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.16.
Original Class 2-B-4 Principal Balance: The Class 2-B-4 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 2-B-5 Percentage: The Class 2-B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.17.
Original Class 2-B-5 Principal Balance: The Class 2-B-5 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.19.
Original Class 2-M Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class 2-B Principal Balance by
the sum of the Original Class 2-A Non-PO Principal Balance, the Original Class
2-M Principal Balance and the Original Class 2-B Principal Balance. The Original
Class 2-M Fractional Interest is specified in Section 11.12.
Original Class 2-M Percentage: The Class 2-M Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
Original Class 2-M Principal Balance: The Class 2-M Principal Balance as of
the Cut-Off Date, as set forth in Section 11.11.
Original Component Principal Balance: Any of the Original Component
Principal Balances, as set forth in Section 11.08.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: Any Pool 1 Outstanding Mortgage Loan or Pool 2
Outstanding Mortgage Loan.
Owner Mortgage Loan File: A file maintained by the Trust Administrator (or
the Custodian, if any) for each Mortgage Loan that contains the documents
specified in the Servicing Agreements under their respective "Owner Mortgage
Loan File" definition or similar definition and/or other provisions requiring
delivery of specified documents to the owner of the Mortgage Loan in connection
with the purchase thereof, and any additional documents required to be added to
the Owner Mortgage Loan File pursuant to this Agreement.
PAC Certificates: the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates.
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trust Administrator,
as agent for the Master Servicer, to make distributions to Certificateholders
with respect to the Certificates and to forward to Certificateholders the
periodic and annual statements required by Section 4.04. The Paying Agent may be
any Person directly or indirectly controlling or controlled by or under common
control with the Master Servicer and may be the Trustee or the Trust
Administrator. The initial Paying Agent is appointed in Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than the
Class 1-A-4 Certificates), the undivided percentage interest obtained by
dividing the original principal balance of such Certificate by the aggregate
original principal balance of all Certificates of such Class A Subclass. With
respect to a Class 1-A-4 Certificate, the undivided percentage interest obtained
by dividing the Original Class 1-A-4 Notional Amount evidenced by such
Certificate by the aggregate Original Class 1-A-4 Notional Amount. With respect
to a Class M Certificate, the undivided percentage interest obtained by dividing
the original principal balance of such Certificate by the aggregate original
principal balance of all Certificates of such Class. With respect to a Class B
Certificate, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the aggregate original principal
balance of all Certificates of such Class B Subclass.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trust Administrator hereunder, the amount of any such
advances being equal to the total of all Monthly Payments (adjusted, in each
case (i) in respect of interest, to the applicable Mortgage Interest Rate less
the applicable Servicing Fee in the case of Periodic Advances made by a Servicer
and to the applicable Net Mortgage Interest Rate in the case of Periodic
Advances made by the Master Servicer or Trust Administrator and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or regulations then
in effect) on the Mortgage Loans, that (x) were delinquent as of the close of
business on the related Determination Date, (y) were not the subject of a
previous Periodic Advance by such Servicer or of a Periodic Advance by the
Master Servicer or the Trust Administrator, as the case may be and (z) have not
been determined by the Master Servicer, such Servicer or Trust Administrator to
be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
Pool 1 Adjusted Pool Amount: With respect to any Distribution Date, the
Pool 1 Cut-Off Date Aggregate Principal Balance minus the sum of (i) all amounts
in respect of principal received in respect of the Pool 1 Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Group 1 Certificates on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Pool 1 Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Pool 1 Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all Pool 1
Outstanding Mortgage Loans: the product of (i) the Pool 1 PO Fraction for each
such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Group 1 Certificates on such Distribution Date and all prior
Distribution Dates and (y) the principal portion of any Realized Loss (other
than a Debt Service Reduction) incurred on such Mortgage Loan from the Cut-Off
Date through the end of the month preceding such Distribution Date.
Pool 1 Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the Pool
1 Mortgage Loans in the month preceding the month of such Distribution Date.
Pool 1 Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Pool 1 Mortgage Loans
in the month preceding the month of such Distribution Date.
Pool 1 Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Pool 1 Mortgage Loans in the month preceding the month of such Distribution
Date.
Pool 1 Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Pool 1
Mortgage Loans.
Pool 1 Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee on the Pool 1 Mortgage Loans for such
Distribution Date, (b) interest earned through the business day preceding the
applicable Distribution Date on any Prepayments in Full remitted to the Master
Servicer with respect to the Pool 1 Mortgage Loans and (c) the aggregate amount
of Month End Interest with respect to the Pool 1 Mortgage Loans remitted by the
Servicers to the Master Servicer pursuant to the related Servicing Agreements.
Pool 1 Balance (Non-PO Portion): As of any Distribution Date, the sum of
the amounts for each Pool 1 Mortgage Loan that is an Outstanding Mortgage Loan
of the product of (i) the Pool 1 Non-PO Fraction for such Mortgage Loan and (ii)
the Scheduled Principal Balance of such Mortgage Loan.
Pool 1 Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Pool 1 Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Pool 1 PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool 1 Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Pool 1 Bankruptcy Loss Amount will
equal $100,000 minus the aggregate amount of Bankruptcy Losses allocated solely
to the Class 1-B Certificates or, following the reduction of the Class 1-B
Principal Balance to zero, solely to the Class 1-M Certificates in accordance
with Section 4.02(a) since the Cut-Off Date. As of any Distribution Date on or
after the first anniversary of the Cut-Off Date, an amount equal to (1) the
lesser of (a) the Pool 1 Bankruptcy Loss Amount calculated as of the close of
business on the Business Day immediately preceding the most recent anniversary
of the Cut-Off Date coinciding with or preceding such Distribution Date (the
"Relevant Anniversary") and (b) such lesser amount which, as determined on the
Relevant Anniversary will not cause any rated Group 1 Certificates to be placed
on credit review status (other than for possible upgrading) by either Rating
Agency minus (2) the aggregate amount of Bankruptcy Losses allocated solely to
the Class 1-B Certificates or, following the reduction of the Class 1-B
Principal Balance to zero, solely to the Class 1-M Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Group 1
Cross-Over Date the Pool 1 Bankruptcy Loss Amount shall be zero.
Pool 1 Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Pool 1 Certificate Account shall be an Eligible
Account.
Pool 1 Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool 1 Scheduled Principal
Balance for such Distribution Date and (b) the Pool 1 Available Master Servicing
Compensation for such Distribution Date.
Pool 1 Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Pool 1 Mortgage Loans is as set forth in
Section 11.03.
Pool 1 Discount Mortgage Loan: A Pool 1 Mortgage Loan with a Net Mortgage
Interest Rate of less than 7.000%.
Pool 1 Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Group 1 Certificates on such Distribution
Date, which shall be the sum of (i) all previously undistributed payments or
other receipts on account of principal and interest on or in respect of the Pool
1 Mortgage Loans (including, without limitation, the proceeds of any repurchase
of a Pool 1 Mortgage Loan by the Seller and any Substitution Principal Amount)
received by the Master Servicer with respect to the applicable Remittance Date
in the month of such Distribution Date and any Unscheduled Principal Receipts
received by the Master Servicer with respect to the Pool 1 Mortgage Loans on or
prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made by a Servicer pursuant to the related Servicing Agreement or
Periodic Advances made by the Master Servicer or the Trust Administrator
pursuant to Section 3.03 with respect to Pool 1 Mortgage Loans and (iii) all
other amounts required to be placed in the Pool 1 Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trust Administrator on or prior to the Distribution Date, but excluding
the following:
(a) amounts received as late payments of principal or interest on a Pool 1
Mortgage Loan and respecting which the Master Servicer or the Trust
Administrator has made one or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds From Pool 1 Mortgage Loans used
to reimburse any unreimbursed Periodic Advances by the Master Servicer or the
Trust Administrator with respect to Pool 1 Mortgage Loans;
(c) those portions of each payment of interest on a particular Pool 1
Mortgage Loan which represent (i) the applicable Servicing Fee, (ii) the Fixed
Retained Yield, if any, and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
due on Pool 1 Mortgage Loans after the Due Date occurring in the month in which
such Distribution Date occurs;
(e) all Unscheduled Principal Receipts on the Pool 1 Mortgage Loans
received by the Servicers after the Applicable Unscheduled Principal Receipt
Period relating to the Distribution Date for the applicable type of Unscheduled
Principal Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Pool 1 Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following the
Due Date in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for a
defective Pool 1 Mortgage Loan during the month preceding the month in which
such Distribution Date occurs and the unpaid principal balance of such defective
Pool 1 Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect to
Pool 1 Mortgage Loans which represents any unpaid Servicing Fee or Master
Servicing Fee;
(h) all income from Eligible Investments that is held in the Pool 1
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Pool 1 Certificate
Account in respect of the Pool 1 Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the Pool 1
Certificate Account under this Agreement;
(j) Pool 1 Net Foreclosure Profits;
(k) Month End Interest with respect to Pool 1 Mortgage Loans; and
(l) the amount of any Recoveries in respect of principal on Pool 1 Mortgage
Loans which had previously been allocated as a loss to one or more Subclasses of
Class 1-A or Class 1-B Certificates or the Class 1-M Certificates pursuant to
Section 4.02 other than Recoveries covered by the last sentence of Section
4.02(d).
Pool 1 Excess Bankruptcy Loss: With respect to any Distribution Date and
any Pool 1 Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Pool 1 Aggregate
Current Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Pool 1 Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Pool 1
Aggregate Current Bankruptcy Losses over the then-applicable Pool 1 Bankruptcy
Loss Amount, divided by (b) the Pool 1 Aggregate Current Bankruptcy Losses or
(ii) if the Pool 1 Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Pool 1
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Pool 1 Mortgage Loan on or after the Group 1 Cross-Over Date
will be a Pool 1 Excess Bankruptcy Loss.
Pool 1 Excess Fraud Loss: With respect to any Distribution Date and any
Pool 1 Mortgage Loan as to which a Fraud Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Pool 1 Aggregate Current Fraud
Losses with respect to such Distribution Date exceed the then-applicable Pool 1
Fraud Loss Amount, then the portion of such Fraud Loss represented by the ratio
of (a) the excess of the Pool 1 Aggregate Current Fraud Losses over the
then-applicable Pool 1 Fraud Loss Amount, divided by (b) the Pool 1 Aggregate
Current Fraud Losses, or (ii) if the Pool 1 Aggregate Current Fraud Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Pool 1 Fraud Loss Amount, then zero. In addition, any Fraud Loss occurring with
respect to a Pool 1 Mortgage Loan on or after the Group 1 Cross-Over Date will
be a Pool 1 Excess Fraud Loss.
Pool 1 Excess Special Hazard Loss: With respect to any Distribution Date
and any Pool 1 Mortgage Loan as to which a Special Hazard Loss is realized in
the month preceding the month of such Distribution Date, (i) if the Pool 1
Aggregate Current Special Hazard Losses with respect to such Distribution Date
exceed the then-applicable Pool 1 Special Hazard Loss Amount, then the portion
of such Special Hazard Loss represented by the ratio of (a) the excess of the
Pool 1 Aggregate Current Special Hazard Losses over the then-applicable Pool 1
Special Hazard Loss Amount, divided by (b) the Pool 1 Aggregate Current Special
Hazard Losses, or (ii) if the Pool 1 Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Pool 1 Special Hazard Loss Amount, then zero. In addition, any
Special Hazard Loss occurring with respect to a Pool 1 Mortgage Loan on or after
the Group 1 Cross-Over Date will be a Pool 1 Excess Special Hazard Loss.
Pool 1 Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $4,000,865.75 minus the aggregate amount of Fraud Losses
allocated solely to the Class 1-B Certificates or, following the reduction of
the Class 1-B Principal Balance to zero, solely to the Class 1-M Certificates in
accordance with Section 4.02(a) since the Cut-Off Date, and (Y) from the first
through fifth anniversary of the Cut-Off Date, an amount equal to (1) the lesser
of (a) the Pool 1 Fraud Loss Amount as of the most recent anniversary of the
Cut-Off Date and (b) 1.00% of the aggregate outstanding principal balance of all
of the Pool 1 Mortgage Loans as of the most recent anniversary of the Cut-Off
Date minus (2) the Fraud Losses allocated solely to the Class 1-B Certificates
or, following the reduction of the Class 1-B Principal Balance to zero, solely
to the Class 1-M Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Group 1 Cross-Over Date
or after the fifth anniversary of the Cut-Off Date the Pool 1 Fraud Loss Amount
shall be zero.
Pool 1 Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1, F-2 and
F-3 attached hereto.
Pool 1 Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits on the Pool 1 Mortgage Loans
with respect to such Distribution Date exceed (ii) Liquidated Loan Losses on the
Pool 1 Mortgage Loans with respect to such Distribution Date.
Pool 1 Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 7.000%.
Pool 1 Non-PO Voting Interest: The ratio obtained by dividing the sum of
the Pool 1 Balance (Non-PO Portion) and the Pool 2 Balance (Non-PO Portion) by
the sum of the Pool 1 Balance (Non-PO Portion), the Pool 2 Balance (Non-PO
Portion) and the Pool 1 Balance (PO Portion) and the Pool 2 Balance (PO
Portion).
Pool 1 Outstanding Mortgage Loan: As to any Due Date, a Pool 1 Mortgage
Loan (including an REO Mortgage Loan) which was not the subject of a Full
Unscheduled Principal Receipt prior to such Due Date and which was not
repurchased by the Seller prior to such Due Date pursuant to Section 2.02 or
2.03.
Pool 1 PO Fraction: With respect to any Pool 1 Discount Mortgage Loan, the
difference between 1.0 and the Pool 1 Non-PO Fraction for such Mortgage Loan;
with respect to any other Pool 1 Mortgage Loan, zero.
Pool 1 Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Pool 1 Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Pool 1 Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,649,646.28 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class 1-B Certificates or, following the
reduction of the Class 1-B Principal Balance to zero, solely to the Class 1-M
Certificates in accordance with Section 4.02(a) and (ii) the Pool 1 Special
Hazard Adjustment Amount (as defined below) as most recently calculated. For
each anniversary of the Cut-Off Date, the Pool 1 Special Hazard Adjustment
Amount shall be calculated and shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Pool 1 Special Hazard Adjustment Amount for such
anniversary) exceeds the greater of (A) the product of the Pool 1 Special Hazard
Percentage for such anniversary multiplied by the outstanding principal balance
of all the Pool 1 Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Pool 1
Mortgage Loan in the Trust Estate which has the largest outstanding principal
balance on the Distribution Date immediately preceding such anniversary and (C)
that which is necessary to maintain the original ratings on the Group 1
Certificates, as evidenced by letters to that effect delivered by Rating
Agencies to the Master Servicer and the Trust Administrator. On and or after the
Group 1 Cross-Over Date, the Pool 1 Special Hazard Loss Amount shall be zero.
Pool 1 Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Pool 1 Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Pool 1 Mortgage Loans
as of the immediately preceding Distribution Date.
Pool 1 Uncertificated Lower-Tier Interests: Any of the Class 1-A-L1, Class
1-A-L2, Class 1-A-L3, Class 1-A-L5, Class 1-A-L6, Class 1-A-LPO, Class 1-A-LUR,
Class 1-M-L, Class 1-B-L1, Class 1-B-L2, Class 1-B-L3, Class 1-B-L4 and Class
1-B-L5 Interests.
Pool 2 Adjusted Pool Amount: With respect to any Distribution Date, the
Pool 2 Cut-Off Date Aggregate Principal Balance minus the sum of (i) all amounts
in respect of principal received in respect of the Pool 2 Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Group 2 Certificates on such Distribution Date and
all prior Distribution Dates and (ii) the principal portion of all Realized
Losses (other than Debt Service Reductions) incurred on the Pool 2 Mortgage
Loans from the Cut-Off Date through the end of the month preceding such
Distribution Date.
Pool 2 Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all Pool 2
Outstanding Mortgage Loans: the product of (i) the Pool 2 PO Fraction for each
such Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal
Balance of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Group 2 Certificates on such Distribution Date and all prior
Distribution Dates and (y) the principal portion of any Realized Loss (other
than a Debt Service Reduction) incurred on such Mortgage Loan from the Cut-Off
Date through the end of the month preceding such Distribution Date.
Pool 2 Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the Pool
2 Mortgage Loans in the month preceding the month of such Distribution Date.
Pool 2 Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Pool 2 Mortgage Loans
in the month preceding the month of such Distribution Date.
Pool 2 Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Pool 2 Mortgage Loans in the month preceding the month of such Distribution
Date.
Pool 2 Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Foreclosure Profits with respect to all of the Pool 2
Mortgage Loans.
Pool 2 Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee on the Pool 2 Mortgage Loans for such
Distribution Date, (b) interest earned through the business day preceding the
applicable Distribution Date on any Prepayments in Full remitted to the Master
Servicer with respect to the Pool 2 Mortgage Loans and (c) the aggregate amount
of Month End Interest with respect to the Pool 2 Mortgage Loans remitted by the
Servicers to the Master Servicer pursuant to the related Servicing Agreements.
Pool 2 Balance (Non-PO Portion): As of any Distribution Date, the sum of
the amounts for each Pool 2 Mortgage Loan that is an Outstanding Mortgage Loan
of the product of (i) the Pool 2 Non-PO Fraction for such Mortgage Loan and (ii)
the Scheduled Principal Balance of such Mortgage Loan.
Pool 2 Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Pool 2 Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Pool 2 PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.
Pool 2 Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Pool 2 Bankruptcy Loss Amount will
equal $100,000 minus the aggregate amount of Bankruptcy Losses allocated solely
to the Class 2-B Certificates or, following the reduction of the Class 2-B
Principal Balance to zero, solely to the Class 2-M Certificates in accordance
with Section 4.02(a) since the Cut-Off Date. As of any Distribution Date on or
after the first anniversary of the Cut-Off Date, an amount equal to (1) the
lesser of (a) the Pool 2 Bankruptcy Loss Amount calculated as of the close of
business on the Business Day immediately preceding the most recent anniversary
of the Cut-Off Date coinciding with or preceding such Distribution Date (the
"Relevant Anniversary") and (b) such lesser amount which, as determined on the
Relevant Anniversary will not cause any rated Group 2 Certificates to be placed
on credit review status (other than for possible upgrading) by either Rating
Agency minus (2) the aggregate amount of Bankruptcy Losses allocated solely to
the Class 2-B Certificates or, following the reduction of the Class 2-B
Principal Balance to zero, solely to the Class 2-M Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary. On and after the Group 2
Cross-Over Date the Pool 2 Bankruptcy Loss Amount shall be zero.
Pool 2 Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Pool 2 Certificate Account shall be an Eligible
Account.
Pool 2 Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool 2 Scheduled Principal
Balance for such Distribution Date and (b) the Pool 2 Available Master Servicing
Compensation for such Distribution Date.
Pool 2 Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Pool 2 Mortgage Loans is as set forth in
Section 11.03.
Pool 2 Discount Mortgage Loan: A Pool 2 Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.750%.
Pool 2 Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Group 2 Certificates on such Distribution
Date, which shall be the sum of (i) all previously undistributed payments or
other receipts on account of principal and interest on or in respect of the Pool
2 Mortgage Loans (including, without limitation, the proceeds of any repurchase
of a Pool 2 Mortgage Loan by the Seller and any Substitution Principal Amount)
received by the Master Servicer with respect to the applicable Remittance Date
in the month of such Distribution Date and any Unscheduled Principal Receipts
received by the Master Servicer with respect to the Pool 2 Mortgage Loans on or
prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made by a Servicer pursuant to the related Servicing Agreement or
Periodic Advances made by the Master Servicer or the Trust Administrator
pursuant to Section 3.03 with respect to Pool 2 Mortgage Loans and (iii) all
other amounts required to be placed in the Pool 2 Certificate Account by the
Servicer on or before the applicable Remittance Date or by the Master Servicer
or the Trust Administrator on or prior to the Distribution Date, but excluding
the following:
(a) amounts received as late payments of principal or interest on a Pool 2
Mortgage Loan and respecting which the Master Servicer or the Trust
Administrator has made one or more unreimbursed Periodic Advances;
(b) the portion of Net Liquidation Proceeds from Pool 2 Mortgage Loans used
to reimburse any unreimbursed Periodic Advances by the Master Servicer or the
Trust Administrator with respect to the Pool 2 Mortgage Loans;
(c) those portions of each payment of interest on a particular Pool 2
Mortgage Loan which represent (i) the applicable Servicing Fee, (ii) the Fixed
Retained Yield, if any, and (ii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and interest
due on Pool 2 Mortgage Loans after the Due Date occurring in the month in which
such Distribution Date occurs;
(e) all Unscheduled Principal Receipts on the Pool 2 Mortgage Loans
received by the Servicers after the Applicable Unscheduled Principal Receipt
Period relating to the Distribution Date for the applicable type of Unscheduled
Principal Receipt, and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Pool 2 Mortgage Loans
repurchased by the Seller pursuant to Section 2.02 or 2.03 on or following the
Due Date in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for a
defective Pool 2 Mortgage Loan during the month preceding the month in which
such Distribution Date occurs and the unpaid principal balance of such defective
Pool 2 Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect to
Pool 2 Mortgage Loans which represents any unpaid Servicing Fee or Master
Servicing Fee;
(h) all income from Eligible Investments that is held in the Pool 2
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Pool 2 Certificate
Account in respect of the Pool 2 Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the Pool 2
Certificate Account under this Agreement;
(j) Pool 2 Net Foreclosure Profits;
(k) Month End Interest with respect to Pool 2 Mortgage Loans; and
(l) the amount of any Recoveries in respect of principal on Pool 2 Mortgage
Loans which had previously been allocated as a loss to one or more Subclasses of
Class 2-A or Class 2-B Certificates or the Class 2-M Certificates pursuant to
Section 4.02 other than Recoveries covered by the last sentence of Section
4.02(d).
Pool 2 Excess Bankruptcy Loss: With respect to any Distribution Date and
any Pool 2 Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Pool 2 Aggregate
Current Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Pool 2 Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Pool 2
Aggregate Current Bankruptcy Losses over the then-applicable Pool 2 Bankruptcy
Loss Amount, divided by (b) the Pool 2 Aggregate Current Bankruptcy Losses or
(ii) if the Pool 2 Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Pool 2
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Pool 2 Mortgage Loan on or after the Group 2 Cross-Over Date
will be a Pool 2 Excess Bankruptcy Loss.
Pool 2 Excess Fraud Loss: With respect to any Distribution Date and any
Pool 2 Mortgage Loan as to which a Fraud Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Pool 2 Aggregate Current Fraud
Losses with respect to such Distribution Date exceed the then-applicable Pool 2
Fraud Loss Amount, then the portion of such Fraud Loss represented by the ratio
of (a) the excess of the Pool 2 Aggregate Current Fraud Losses over the
then-applicable Pool 2 Fraud Loss Amount, divided by (b) the Pool 2 Aggregate
Current Fraud Losses, or (ii) if the Pool 2 Aggregate Current Fraud Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Pool 2 Fraud Loss Amount, then zero. In addition, any Fraud Loss occurring with
respect to a Pool 2 Mortgage Loan on or after the Group 2 Cross-Over Date will
be a Pool 2 Excess Fraud Loss.
Pool 2 Excess Special Hazard Loss: With respect to any Distribution Date
and any Pool 2 Mortgage Loan as to which a Special Hazard Loss is realized in
the month preceding the month of such Distribution Date, (i) if the Pool 2
Aggregate Current Special Hazard Losses with respect to such Distribution Date
exceed the then-applicable Pool 2 Special Hazard Loss Amount, then the portion
of such Special Hazard Loss represented by the ratio of (a) the excess of the
Pool 2 Aggregate Current Special Hazard Losses over the then-applicable Pool 2
Special Hazard Loss Amount, divided by (b) the Pool 2 Aggregate Current Special
Hazard Losses, or (ii) if the Pool 2 Aggregate Current Special Hazard Losses
with respect to such Distribution Date are less than or equal to the
then-applicable Pool 2 Special Hazard Loss Amount, then zero. In addition, any
Special Hazard Loss occurring with respect to a Pool 2 Mortgage Loan on or after
the Group 2 Cross-Over Date will be a Pool 2 Excess Special Hazard Loss.
Pool 2 Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $5,488,846.31 minus the aggregate amount of Fraud Losses
allocated solely to the Class 2-B Certificates or, following the reduction of
the Class 2-B Principal Balance to zero, solely to the Class 2-M Certificates in
accordance with Section 4.02(a) since the Cut-Off Date, and (Y) from the first
through fifth anniversary of the Cut-Off Date, an amount equal to (1) the lesser
of (a) the Pool 2 Fraud Loss Amount as of the most recent anniversary of the
Cut-Off Date and (b) 1.00% of the aggregate outstanding principal balance of all
of the Pool 2 Mortgage Loans as of the most recent anniversary of the Cut-Off
Date minus (2) the Fraud Losses allocated solely to the Class 2-B Certificates
or, following the reduction of the Class 2-B Principal Balance to zero, solely
to the Class 2-M Certificates in accordance with Section 4.02(a) since the most
recent anniversary of the Cut-Off Date. On and after the Group 2 Cross-Over Date
or after the fifth anniversary of the Cut-Off Date the Pool 2 Fraud Loss Amount
shall be zero.
Pool 2 Mortgage Loans: Those Mortgage Loans listed on Exhibit F-1A, F-2A
and F-3A attached hereto.
Pool 2 Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Aggregate Foreclosure Profits on the Pool 2 Mortgage Loans
with respect to such Distribution Date exceed (ii) Liquidated Loan Losses on the
Pool 2 Mortgage Loans with respect to such Distribution Date.
Pool 2 Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.750%.
Pool 2 Outstanding Mortgage Loan: As to any Due Date, a Pool 2 Mortgage
Loan (including an REO Mortgage Loan) which was not the subject of a Full
Unscheduled Principal Receipt prior to such Due Date and which was not
repurchased by the Seller prior to such Due Date pursuant to Section 2.02 or
2.03.
Pool 2 PO Fraction: With respect to any Pool 2 Discount Mortgage Loan, the
difference between 1.0 and the Pool 2 Non-PO Fraction for such Mortgage Loan;
with respect to any other Pool 2 Mortgage Loan, zero.
Pool 2 Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Pool 2 Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Pool 2 Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $3,001,508.88 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class 2-B Certificates or, following the
reduction of the Class 2-B Principal Balance to zero, solely to the Class 2-M
Certificates in accordance with Section 4.02(a) and (ii) the Pool 2 Special
Hazard Adjustment Amount (as defined below) as most recently calculated. For
each anniversary of the Cut-Off Date, the Pool 2 Special Hazard Adjustment
Amount shall be calculated and shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Pool 2 Special Hazard Adjustment Amount for such
anniversary) exceeds the greater of (A) the product of the Pool 2 Special Hazard
Percentage for such anniversary multiplied by the outstanding principal balance
of all the Pool 2 Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Pool 2
Mortgage Loan in the Trust Estate which has the largest outstanding principal
balance on the Distribution Date immediately preceding such anniversary and (C)
that which is necessary to maintain the original ratings on the Group 2
Certificates, as evidenced by letters to that effect delivered by Rating
Agencies to the Master Servicer and the Trust Administrator. On and or after the
Group 2 Cross-Over Date, the Pool 2 Special Hazard Loss Amount shall be zero.
Pool 2 Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Pool 2 Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Pool 2 Mortgage Loans
as of the immediately preceding Distribution Date.
Pool 2 Uncertificated Lower-Tier Interests: Any of the 2-A-L1, Class
2-A-L3, Class 2-A-LPO, Class 2-M-L, Class 2-B-L1, Class 2-B-L2, Class 2-B-L3,
Class 2-B-L4, Class 2-B-L5 Interests.
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Prepayment Shift Percentage
February 1998 through January 2003.............. 0%
February 2003 through January 2004.............. 30%
February 2004 through January 2005.............. 40%
February 2005 through January 2006.............. 60%
February 2006 through January 2007.............. 80%
February 2007 and
thereafter...................................... 100%
Principal Balance: Each of the Class 1-A Subclass Principal Balances, the
Class 2-A Subclass Principal Balances, the Class 1-M Principal Balance, the
Class 2-M Principal Balance, the Class 1-B-1 Principal Balance, the Class 1-B-2
Principal Balance, the Class 1-B-3 Principal Balance, the Class 1-B-4 Principal
Balance, the Class 1-B-5 Principal Balance, the Class 2-B-1 Principal Balance,
the Class 2-B-2 Principal Balance, the Class 2-B-3 Principal Balance, the Class
2-B-4 Principal Balance and the Class 2-B-5 Principal Balance.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Priority Percentage: For the Class 1-A-12 Certificates means the Class A
Subclass Principal Balance of the Class 1-A-12 Certificates divided by the Pool
1 Balance (Non-PO Portion) and for the Class 2-A-6 Certificates means the Class
A Subclass Principal Balance of the Class 2-A-6 Certificates divided by the Pool
2 Balance (Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class M Certificates are
DCR and Moody's. The Rating Agency for the Class B Certificates (other than the
Class 1-B-5 and 2-B-5 Certificates) is DCR. If any such agency or a successor is
no longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Seller, notice of which
designation shall be given to the Trustee, the Trust Administrator and the
Master Servicer. References herein to the highest short-term rating category of
a Rating Agency shall mean D-1+ in the case of DCR, P-1 in the case of Moody's
and in the case of any other Rating Agency shall mean its equivalent of such
ratings. References herein to the highest long-term rating categories of a
Rating Agency shall mean AAA in the case of DCR, Aaa in the case of Moody's, and
in the case of any other Rating Agency shall mean its equivalent of such rating
without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or, with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee or the Trust
Administrator, the Chairman or Vice-Chairman of the Board of Directors or
Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant
Cashier, any Trust Officer or Assistant Trust Officer, the Controller and any
Assistant Controller or any other officer of the Trustee or the Trust
Administrator, as the case may be, customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Certificates: The Class 1-A-5 Certificates, Class 1-A-6
Certificates and Class 1-A-8 Certificates.
Scheduled Components: Each of the Class 1-A-7 Components and the Class
1-A-9 Components.
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the related Servicer during the related Unscheduled Principal Receipt
Period for each applicable type of Unscheduled Principal Receipt related to the
Distribution Date occurring in the month preceding such Distribution Date, (B)
Deficient Valuations incurred prior to such Due Date and (C) the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor. Accordingly, the Scheduled Principal Balance of a
Mortgage Loan which becomes a Liquidated Loan at any time through the last day
of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of America First Credit Union, First Union Mortgage
Corporation, The Huntington Mortgage Company, National City Mortgage Company,
Norwest Mortgage Inc., FT Mortgage Companies, SunTrust Mortgage Inc. and First
Bank National Association, as Servicer under the related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.28.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
February 1998 through January 2003................... 0%
February 2003 and thereafter....................... 100%
Similar Law: As defined in Section 5.02(e).
Single Certificate: A Certificate of any Class or Subclass that evidences
the smallest permissible Denomination for such Class or Subclass, as set forth
in Section 11.27.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee, the Trust Administrator or the Servicer or any of their
agents or employees; or
(3) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues;
or (ii) any Liquidated Loan Loss suffered by the Trust Estate arising from or
related to the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property is
covered by a hazard policy or a flood insurance policy maintained in respect of
such Mortgaged Property pursuant to a Servicing Agreement.
Startup Day: As defined in Section 2.05.
Subclass: Each subdivision of the Class A Certificates, denominated
respectively as 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 1-A-8, Class 1-A-9, Class 1-A-10, Class 1-A-11,
Class 1-A-12, Class 1-A-PO, Class 1-A-R, Class 1-A-LR, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6 and Class 2-A-PO, and each
subdivision of the Class B Certificates, denominated respectively as Class
1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 2-B-4 and Class 2-B-5.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Administrator: First Union National Bank, a national banking
association, or any successor trust administrator appointed as herein provided.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Accounts (other than any Fixed
Retained Yield), and the rights of the Trust Administrator, on behalf of the
Trustee to receive the proceeds of all insurance policies and performance bonds,
if any, required to be maintained hereunder or under the related Servicing
Agreement, property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure.
Trustee: United States Trust Company of New York, or any successor trustee
appointed as herein provided.
Uncertificated Lower-Tier Interests: Any of the Class 1-A-L1, Class 1-A-L2,
Class 1-A-L3, Class 1-A-L5, Class 1-A-L6, Class 1-A-LPO, Class 1-A-LUR, Class
1-M-L, Class 2-M-L, Class 1-B-L1, Class 1-B-L2, Class 1-B-L3, Class 1-B-L4,
Class 1-B-L5, Class 2-A-L1, Class 2-A-L3, Class 2-A-LPO, Class 2-B-L1, Class
2-B-L2, Class 2-B-L3, Class 2-B-L4, Class 2-B-L5 Interests.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than the
Class 1-A-LR Certificate), the Class M Certificates and the Class B
Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, (a) the Holders of the Class A
Certificates will collectively be entitled to the Class A Voting Interest; (b)
the Holders of the Class M Certificates of each Group of Certificates will
collectively be entitled to the then applicable percentage of the aggregate
Voting Interest represented by all Certificates equal to the product of (i) the
ratio obtained by dividing the applicable Class M Principal Balance by the sum
of the Pool 1 Balance (Non-PO Portion) and the Pool 2 Balance (Non-PO Portion)
and (ii) the Non-PO Voting Interest and (c) the Holders of the Class B
Certificates will collectively be entitled to the balance of the aggregate
Voting Interest represented by all Series 1998-4 Certificates (the "Class B
Voting Interest"). The aggregate Voting Interests of each Subclass of Class A
Certificates (other than the Class 1-A-4 Certificates, the Class 1-A-PO
Certificates and the Class 2-A-PO Certificates) on any date will be equal to the
product of (a) 99% of the portion of the Class A Voting Interest represented by
clause (A) of the definition thereof and (b) the fraction obtained by dividing
the Class A Subclass Principal Balance of such Subclass by the sum of the Class
A Non-PO Principal Balance for the Group 1 Certificates and the Class A Non-PO
Principal Balance for the Group 2 Certificates on such date. The aggregate
Voting Interests of the Class 1-A-4 Certificates on any date will be equal to 1%
of the portion of the Class A Voting Interest represented by clause (A) of the
definition thereof. The aggregate Voting Interests of the Class 1-A-PO
Certificates or the Class 2-A-PO Certificates on any date will be equal to the
product of (a) the portion of the Class A Voting Interest on such date
represented by clause (B) above and (b) the fraction obtained by dividing the
Class A Subclass Principal Balance of such Subclass by the sum of the Class A
Subclass Principal Balances of the Class 1-A-PO and Class 2-A-PO Certificates.
The aggregate Voting Interests of each Subclass of Class B Certificates on any
date will be equal to the product of (a) the Class B Voting Interest on such
date and (b) the fraction obtained by dividing the Class B Subclass Principal
Balance of such Subclass on such date by the sum of the Class B Subclass
Principal Balances of the Group 1 Certificates and the Group 2 Certificates on
such date. Each Certificateholder of a Class or Subclass will have a Voting
Interest equal to the product of the Voting Interest to which such Class or
Subclass is collectively entitled and the Percentage Interest in such Class or
Subclass represented by such Holder's Certificates. With respect to any
provisions hereof providing for action, consent or approval of each Class or
Subclass of Certificates or specified Classes or Subclasses of Certificates,
each Certificateholder of a Class or Subclass will have a Voting Interest in
such Class or Subclass equal to such Holder's Percentage Interest in such Class
or Subclass.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Trust Administrator. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee and the Trust Administrator, if
made in the manner provided in this Section 1.02. The Trustee shall promptly
notify the Master Servicer in writing of the receipt of any such instrument or
writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee, the Trust Administrator and the
Authenticating Agent) shall be proved by the Certificate Register, and neither
the Trustee, the Trust Administrator, the Seller nor the Master Servicer shall
be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Trust Administrator, the Seller or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates any benefit or any
legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest (other than
the portion, if any, representing Fixed Retained Yield) and principal received
by the Seller on or with respect to the Mortgage Loans after the Cut-Off Date
(and including scheduled payments of principal and interest due after the
Cut-Off Date but received by the Seller on or before the Cut-Off Date and
Unscheduled Principal Receipts received or applied on the Cut-Off Date, but not
including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trust Administrator, as
initial custodian, on or before the Closing Date, an Owner Mortgage Loan File.
If any Mortgage or an assignment of a Mortgage to the Trust Administrator or any
prior assignment is in the process of being recorded on the Closing Date, the
Seller shall deliver a copy thereof, certified by Norwest Mortgage or the
applicable Norwest Mortgage Correspondent to be a true and complete copy of the
document sent for recording, and the Seller shall use its best efforts to cause
each such original recorded document or certified copy thereof to be delivered
to the Trust Administrator promptly following its recordation, but in no event
later than one (1) year following the Closing Date. The Seller shall also cause
to be delivered to the Trust Administrator any other original mortgage loan
document to be included in the Owner Mortgage Loan File if a copy thereof has
been delivered. The Seller shall pay from its own funds, without any right of
reimbursement therefor, the amount of any costs, liabilities and expenses
incurred by the Trust Estate by reason of the failure of the Seller to cause to
be delivered to the Trust Administrator within one (1) year following the
Closing Date any original Mortgage or assignment of a Mortgage not delivered to
the Trust Administrator on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in any Servicing Agreement, deliver or cause to be delivered to
the Trust Administrator the assignment of the Mortgage Loan from the Seller to
the Trust Administrator in a form suitable for recordation, together with an
Opinion of Counsel to the effect that recording is not required to protect the
Trustee's right, title and interest in and to the related Mortgage Loan or, in
case a court should recharacterize the sale of the Mortgage Loans as a
financing, to perfect a first priority security interest in favor of the Trustee
in the related Mortgage Loan. In the event that the Master Servicer receives
notice that recording is required to protect the right, title and interest of
the Trustee in and to any such Mortgage Loan for which recordation of an
assignment has not previously been required, the Master Servicer shall promptly
notify the Trust Administrator and the Trust Administrator shall within five
Business Days (or such other reasonable period of time mutually agreed upon by
the Master Servicer and the Trust Administrator) of its receipt of such notice
deliver each previously unrecorded assignment to the related Servicer for
recordation.
Section 2.02. Acceptance by Trust Administrator.
The Trust Administrator on behalf of the Trustee, acknowledges receipt of
the Mortgage Notes, the Mortgages, the assignments and other documents required
to be delivered on the Closing Date pursuant to Section 2.01 above and declares
that it holds and will hold such documents and the other documents constituting
a part of the Owner Mortgage Loan Files delivered to it in trust, upon the
trusts herein set forth, for the use and benefit of all present and future
Certificateholders. The Trust Administrator agrees, for the benefit of
Certificateholders, to review each Owner Mortgage Loan File within 45 days after
execution of this Agreement in order to ascertain that all required documents
set forth in Section 2.01 have been executed and received and appear regular on
their face, and that such documents relate to the Mortgage Loans identified in
the Mortgage Loan Schedule, and in so doing the Trust Administrator may rely on
the purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If within such 45 day period the
Trust Administrator finds any document constituting a part of an Owner Mortgage
Loan File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in the Mortgage Loan Schedule or not to appear regular
on its face, the Trust Administrator shall promptly (and in no event more than
30 days after the discovery of such defect) notify the Seller, which shall have
a period of 60 days after the date of such notice within which to correct or
cure any such defect. The Seller hereby covenants and agrees that, if any
material defect is not so corrected or cured, the Seller will, not later than 60
days after the Trust Administrator's notice to it referred to above respecting
such defect, either (i) repurchase the related Mortgage Loan or any property
acquired in respect thereof from the Trust Estate at a price equal to (a) 100%
of the unpaid principal balance of such Mortgage Loan plus (b) accrued interest
at the Mortgage Interest Rate less any Fixed Retained Yield through the last day
of the month in which such repurchase takes place or (ii) if within two years of
the Startup Day, or such other period permitted by the REMIC Provisions,
substitute for any Mortgage Loan to which such material defect relates, a new
mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that
the representations and warranties of the Seller set forth in Section 2.03(b)
hereof (other than Section 2.03(b)(i)) would not have been incorrect had such
Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any
Substitute Mortgage Loan have an unpaid principal balance, as of the date of
substitution, greater than the Scheduled Principal Balance (reduced by the
scheduled payment of principal due on the Due Date in the month of substitution)
of the Mortgage Loan for which it is substituted. In addition, such Substitute
Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a
Mortgage Interest Rate equal to that of the Mortgage Loan for which it is
substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the appropriate Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be
delivered to the Trust Administrator and the Substitution Principal Amount,
together with (i) interest on such Substitution Principal Amount at the
applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage
Loan which is being substituted for and (ii) an amount equal to the aggregate
amount of unreimbursed Periodic Advances in respect of interest previously made
by a Servicer, Master Servicer or Trust Administrator with respect to such
Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the Trust
Administrator of written notification of any such deposit signed by an officer
of the Seller, or the new Owner Mortgage Loan File, as the case may be, the
Trust Administrator shall release to the Seller the related Owner Mortgage Loan
File and shall execute and deliver such instrument of transfer or assignment, in
each case without recourse, as shall be necessary to vest in the Seller legal
and beneficial ownership of such substituted or repurchased Mortgage Loan or
property. It is understood and agreed that the obligation of the Seller to
substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property
as to which such a material defect in a constituent document exists shall
constitute the sole remedy respecting such defect available to the
Certificateholders, the Trust Administrator on behalf of the Trustee and the
Trustee on behalf of the Certificateholders. The failure of the Trust
Administrator to give any notice contemplated herein within forty-five (45) days
after the execution of this Agreement shall not affect or relieve the Seller's
obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.
The Trust Administrator may, concurrently with the execution and delivery
hereof or at any time thereafter, enter into a Custodial Agreement substantially
in the form of Exhibit E hereto pursuant to which the Trust Administrator
appoints a Custodian to hold the Mortgage Notes, the Mortgages, the assignments
and other documents related to the Mortgage Loans received by the Trust
Administrator, as agent for the Trustee in trust for the benefit of all present
and future Certificateholders, which may provide, among other things, that the
Custodian shall conduct the review of such documents required under the first
paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master Servicer and the
Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee and
the Trust Administrator for the benefit of Certificateholders that, as of the
date of execution of this Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Trust Administrator and the Seller,
constitutes a valid, legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee and the Trust
Administrator for the benefit of Certificateholders that, as of the date of
execution of this Agreement, with respect to the Mortgage Loans, or each
Mortgage Loan, as the case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation;
and any security agreement, chattel mortgage or equivalent document related
to, and delivered to the Trust Administrator or to the Custodian with, any
Mortgage establishes in the Seller a valid and subsisting first lien on the
property described therein and the Seller has full right to sell and assign
the same to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trust Administrator or the
Custodian pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trust Administrator by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law); and, to the best of the Seller's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather); and all costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been paid, except recording
fees with respect to Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except any Mortgage Loan identified on the
Mortgage Loan Schedule as a T.O.P. Mortgage Loan and any Mortgage Loan
secured by Mortgaged Property located in Iowa, as to which an opinion of
counsel of the type customarily rendered in such State in lieu of title
insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC insuring the originator, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and subject only to (A) the lien of
current real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage
acceptable to mortgage lending institutions in the area in which the
Mortgaged Property is located or specifically referred to in the appraisal
performed in connection with the origination of the related Mortgage Loan,
(C) liens created pursuant to any federal, state or local law, regulation
or ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) such other matters to which like properties are commonly
subject which do not individually, or in the aggregate, materially
interfere with the benefits of the security intended to be provided by the
Mortgage; the Seller is the sole insured of such mortgagee title insurance
policy, the assignment to the Trust Administrator, on behalf of the
Trustee, of the Seller's interest in such mortgagee title insurance policy
does not require any consent of or notification to the insurer which has
not been obtained or made, such mortgagee title insurance policy is in full
force and effect and will be in full force and effect and inure to the
benefit of the Trust Administrator on behalf of the Trustee, no claims have
been made under such mortgagee title insurance policy, and no prior holder
of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project; if upon origination of the
Mortgage Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance
which was available under the Flood Disaster Protection Act of 1973; and
each Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage Note
or Mortgage unenforceable, in whole or in part, or subject it to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not more than 360
months;
(xx) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation
arising from any bankruptcy, insolvency or other law for the relief of
debtors), and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trust Administrator in place of the related Mortgage
Note, the related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with FNMA or FHLMC standards for
inter vivos trusts and (ii) holding title to the Mortgaged Property in such
trust will not diminish any rights as a creditor including the right to
full title to the Mortgaged Property in the event foreclosure proceedings
are initiated; and
(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide the
holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b) allow
the termination of the lease in the event of damage or destruction as long
as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of insurance) under the hazard
insurance policy or policies relating to the Mortgaged Property or (d)
permit any increase in rent other than pre-established increases set forth
in the lease; (4) the original term of such lease is not less than 15
years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates
in transferring ownership in residential properties is a widely accepted
practice.
Notwithstanding the foregoing, no representations or warranties are made by
the Seller as to the environmental condition of any Mortgaged Property; the
absence, presence or effect of hazardous wastes or hazardous substances on any
Mortgaged Property; any casualty resulting from the presence or effect of
hazardous wastes or hazardous substances on, near or emanating from any
Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Seller
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Seller with respect to the absence or effect of fraud
in the origination of any Mortgage Loan.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trust Administrator and shall inure to the benefit of
the Trust Administrator, on behalf of the Trustee notwithstanding any
restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee,
the Trust Administrator or the Custodian that any of the representations and
warranties made in subsection (b) above is not accurate (referred to herein as a
"breach") and that such breach materially and adversely affects the interests of
the Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders, the Trust Administrator on behalf of the Trustee or the
Trustee on behalf of Certificateholders, and such obligation shall survive until
termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trust Administrator acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Owner Mortgage Loan Files to it, and, concurrently
with such delivery, (i) acknowledges the issuance of and hereby declares that it
holds the Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC
and Certificateholders and (ii) has executed and delivered to or upon the order
of the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05.
Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Subclasses of Class A Certificates (other
than the Class 1-A-R and Class 1-A-LR Certificates), the Classes of Class M
Certificates and the Subclasses of Class B Certificates as classes of "regular
interests" and the Class 1-A-R Certificate as the single class of "residual
interest" in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Seller hereby further designates the Class
1-A-L1 Interest, Class 1-A-L2 Interest, Class 1-A-L3 Interest, Class 1-A-L5
Interest, Class 1-A-L6 Interest, Class 1-A-LPO, Class A-LUR Interest, Class
1-B-L1 Interest, Class 1-B-L2 Interest, Class 1-B-L3 Interest, Class 1-B-L4
Interest, Class 1-B-L5 Interest, Class 1-M-L Interest, Class 2-A-L1 Interest,
Class 2-A-L3 Interest, Class 2-A-LPO Interest, Class 2-B-L1 Interest, Class
2-B-L2 Interest, Class 2-B-L3 Interest, Class 2-B-L4 Interest, Class 2-B-L5
Interest and Class 2-M-L Interest as classes of "regular interests" and the
Class 1-A-LR Certificate as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Closing Date is hereby designated as the "Startup Day" of each
of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
Upper-Tier REMIC and Lower-Tier REMIC is February 25, 2028 for purposes of Code
Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Accounts.
(a) The Master Servicer shall establish and maintain a Pool 1 Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Pool 1 Mortgage Loans and a Pool 2 Certificate Account for the deposit of
funds received by the Master Servicer with respect to the Pool 2 Mortgage Loans
serviced by each Servicer pursuant to each of the Servicing Agreements. Each
such account shall be maintained as an Eligible Account. The Master Servicer
shall give notice to each Servicer and the Seller of the location of each
Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Pool 1 Certificate Account
or Pool 2 Certificate Account on the day of receipt thereof all amounts received
by it from any Servicer pursuant to any of the Servicing Agreements with respect
to the Pool 1 Mortgage Loans or Pool 2 Mortgage Loans, respectively, and shall,
in addition, deposit into the Pool 1 Certificate Account or Pool 2 Certificate
Account the following amounts with respect to the Pool 1 Mortgage Loans or Pool
2 Mortgage Loans, respectively, in the case of amounts specified in clause (i),
not later than the Distribution Date on which such amounts are required to be
distributed to Certificateholders and, in the case of the amounts specified in
clause (ii), not later than the Business Day next following the day of receipt
and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trust Administrator, if any and any amounts deemed received
by the Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in each Certificate Account
to be invested in Eligible Investments. No such Eligible Investments will be
sold or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in a Certificate Account
prior to the Distribution Date shall be invested for the account of the Master
Servicer and any investment income thereon shall be additional compensation to
the Master Servicer for services rendered under this Agreement. The amount of
any losses incurred in respect of any such investments shall be deposited in the
applicable Certificate Account by the Master Servicer out of its own funds
immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02. Permitted Withdrawals from the Certificate Accounts.
(a) The Master Servicer may, from time to time, make withdrawals from the
applicable Certificate Account (such withdrawals being limited in the case of
the Pool 1 Certificate Account to withdrawals related to the Pool 1 Mortgage
Loans and the Group 1 Certificates and in the case of the Pool 2 Certificate
Account to withdrawals related to the Pool 2 Mortgage Loans and the Group 2
Certificates) for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trust Administrator or any
Servicer for Periodic Advances made by the Master Servicer or the Trust
Administrator pursuant to Section 3.03(a) or any Servicer pursuant to any
Servicing Agreement with respect to previous Distribution Dates, such right
to reimbursement pursuant to this subclause (i) being limited to amounts
received on or in respect of particular Mortgage Loans (including, for this
purpose, Liquidation Proceeds, REO Proceeds and proceeds from the purchase,
sale, repurchase or substitution of Mortgage Loans pursuant to Sections
2.02, 2.03, 3.08 or 9.01) respecting which any such Periodic Advance was
made;
(ii) to reimburse any Servicer, the Master Servicer or the Trust
Administrator for any Periodic Advances determined in good faith to have
become Nonrecoverable Advances, provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trust
Administrator (or, in certain cases, the Seller) for expenses incurred by
it (including taxes paid on behalf of the Trust Estate) and recoverable by
or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the
second sentence of Section 8.14(a) or pursuant to such Servicer's Servicing
Agreement, provided such expenses are "unanticipated" within the meaning of
the REMIC Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in such Certificate Accounts;
(ix) to pay to the Master Servicer or any Servicer out of Net
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to such Servicer's
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from a Certificate Account any amount deposited in
such Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate a Certificate Account pursuant to Section
9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on account
of interest or other recovery (including Net REO Proceeds) with respect to
a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from a Certificate Account.
Section 3.03. Advances by Master Servicer and Trust Administrator.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In the event Norwest Mortgage
fails to make any required Periodic Advances of principal and interest on a
Mortgage Loan as required by the Norwest Servicing Agreement prior to the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Trust Administrator shall, to the extent required by Section 8.15, make
such Periodic Advance to the extent provided hereby, provided that the Trust
Administrator has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trust Administrator with respect to any such Distribution Date (i) the amount of
Periodic Advances required of Norwest Mortgage or such Other Servicer, as the
case may be, (ii) the amount actually advanced, (iii) the amount that the Trust
Administrator or Master Servicer is required to advance hereunder and (iv)
whether the Master Servicer has determined that it reasonably believes that such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trust
Administrator or Master Servicer shall be deposited in the applicable
Certificate Account on the related Distribution Date. Notwithstanding the
foregoing, neither the Master Servicer nor the Trust Administrator will be
obligated to make a Periodic Advance that it reasonably believes to be a
Nonrecoverable Advance. The Trust Administrator may conclusively rely for any
determination to be made by it hereunder upon the determination of the Master
Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent Norwest Mortgage fails to make an advance on account of the taxes or
insurance premiums with respect to a Mortgage Loan required pursuant to the
Norwest Servicing Agreement, the Master Servicer shall, if the Master Servicer
knows of such failure of Norwest Mortgage, certify to the Trust Administrator
that such failure has occurred. Upon receipt of such certification, the Trust
Administrator shall advance such funds and take such steps as are necessary to
pay such taxes or insurance premiums.
(c) The Master Servicer and the Trust Administrator shall each be entitled
to be reimbursed from the applicable Certificate Account for any Periodic
Advance made by it under Section 3.03(a) to the extent described in Section
3.02(a)(i) and (a)(ii). The Master Servicer and the Trust Administrator shall be
entitled to be reimbursed pursuant to Section 3.02(a)(v) for any advance by it
pursuant to Section 3.03(b). The Master Servicer shall diligently pursue
restoration of such amount to the appropriate Certificate Account from the
related Servicer. The Master Servicer shall, to the extent it has not already
done so, upon the request of the Trust Administrator, withdraw from a
Certificate Account and remit to the Trust Administrator any amounts to which
the Trust Administrator is entitled as reimbursement pursuant to Section 3.02
(a)(i), (ii) and (v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trust Administrator shall be required to pay or advance any
amount which any Servicer was required, but failed, to deposit in a Certificate
Account.
Section 3.04. Trust Administrator to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into a Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trust Administrator that all amounts required to be
remitted to the applicable Certificate Account in connection with such Mortgage
Loan have been so deposited, and shall deliver such Request for Release to the
Trust Administrator. The Trust Administrator shall, within five Business Days of
its receipt of such a Request for Release, release the related Owner Mortgage
Loan File to the Master Servicer or such Servicer, as requested by the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the applicable Certificate
Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trust Administrator and the Trust Administrator shall, within five Business
Days, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. Any such Request for Release
shall obligate the Master Servicer or such Servicer, as the case may be, to
return each and every document previously requested from the Owner Mortgage Loan
File to the Trust Administrator by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the appropriate
Certificate Account or (ii) the Owner Mortgage Loan File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Trust Administrator
a certificate of the Master Servicer or such Servicer certifying as to the name
and address of the Person to which such Owner Mortgage Loan File or such
document was delivered and the purpose or purposes of such delivery. Upon
receipt of an Officer's Certificate of the Master Servicer or such Servicer
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the appropriate Certificate Account have been so deposited, or
that such Mortgage Loan has become an REO Mortgage Loan, the Request for Release
shall be released by the Trust Administrator to the Master Servicer or such
Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of such
Mortgage Loan, the Trust Administrator shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trust Administrator and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trust Administrator will not invalidate or otherwise
affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure proceeding or trustee's sale.
Section 3.05. Reports to the Trustee and Trust Administrator;
Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee and the Trust Administrator a statement
setting forth the status of each Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from each such account for
each category of deposit and withdrawal specified in Sections 3.01 and 3.02.
Such statements may be in the form of the then current FNMA monthly accounting
report for its Guaranteed Mortgage Pass-Through Program with appropriate
additions and changes, and shall also include information as to the aggregate
unpaid principal balance of all of the Pool 1 Mortgage Loans and Pool 2 Mortgage
Loans, as applicable, as of the close of business as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statements shall be provided by the Trust Administrator to any Certificateholder
upon written request, provided such statement is delivered, or caused to be
delivered, by the Master Servicer to the Trust Administrator.
(b) The Master Servicer shall deliver to the Trustee and the Trust
Administrator on or before April 30 of each year, a certificate signed by an
officer of the Master Servicer, certifying that (i) such officer has reviewed
the activities of the Master Servicer during the preceding calendar year or
portion thereof and its performance under this agreement and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such officer and the nature and status
thereof, and, (iii) (A) the Master Servicer has received from each Servicer any
financial statements, officer's certificates, accountant's statements or other
information required to be provided to the Master Servicer pursuant to the
related Servicing Agreement and (B) to the best of such officer's knowledge,
based on a review of the information provided to the Master Servicer by each
Servicer as described in (iii)(A) above, each Servicer has performed and
fulfilled its duties, responsibilities and obligations under the related
Servicing Agreement in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such duties, responsibilities or
obligations, specifying each such default known to such officer and the nature
and status thereof. Copies of such officers' certificate shall be provided by
the Trust Administrator to any Certificateholder upon written request provided
such certificate is delivered, or caused to be delivered, by the Master Servicer
to the Trust Administrator.
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trust Administrator shall, at
the written request of the Master Servicer and upon being supported with
appropriate forms therefor, within five Business Days of the deposit by the
Master Servicer of the proceeds of such sale or auction into the appropriate
Certificate Account, release or cause to be released to the entity identified by
the Master Servicer the related Owner Mortgage Loan File and Servicer Mortgage
Loan File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
auction purchaser title to the REO Mortgage Loan and the Trust Administrator
shall have no further responsibility with regard to such Owner Mortgage Loan
File or Servicer Mortgage Loan File. Neither the Trust Administrator, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.
Section 3.07.
Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or appropriate to confirm or carry out more fully the intent and
purpose of such Servicing Agreement and the duties, responsibilities and
obligations to be performed by the Servicer thereunder. Such modifications may
only be made if they are consistent with the REMIC Provisions, as evidenced by
an Opinion of Counsel. Prior to the issuance of any modification or amendment,
the Master Servicer shall deliver to the Trustee and the Trust Administrator
such Opinion of Counsel and an Officer's Certificate setting forth (i) the
provision that is to be modified or amended, (ii) the modification or amendment
that the Master Servicer desires to issue and (iii) the reason or reasons for
such proposed amendment or modification.
(b) The Trustee and the Trust Administrator shall consent to any amendment
or supplement to a Servicing Agreement proposed by the Master Servicer pursuant
to Section 3.07(a), which consent and amendment shall not require the consent of
any Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity or to further effect or protect the rights of the Certificateholders
or (ii) for any other purpose, provided such amendment or supplement for such
other purpose cannot reasonably be expected to adversely affect
Certificateholders. The lack of reasonable expectation of an adverse effect on
Certificateholders may be established through the delivery to the Trustee and
the Trust Administrator of (i) an Opinion of Counsel to such effect or (ii)
written notification from each Rating Agency to the effect that such amendment
or supplement will not result in reduction of the current rating assigned by
that Rating Agency to the Certificates. Notwithstanding the two immediately
preceding sentences, either the Trustee or the Trust Administrator may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder, the Trustee or the Trust Administrator, enter into an
amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating
or reducing Month End Interest and (ii) providing for the remittance of Full
Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer
not later than the 24th day of each month (or if such day is not a Business Day,
on the previous Business Day) or (B) to the Norwest Servicing Agreement for the
purpose of changing the applicable Remittance Date to the 18th day of each month
(or if such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's, the
Trust Administrator's and the Certificateholders' reliance on the Master
Servicer, and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of or otherwise follow
the instructions of the Master Servicer. The Master Servicer is also given
authority to waive compliance by a Servicer with certain provisions of its
Servicing Agreement. In each such instance, the Master Servicer shall promptly
instruct such Servicer or otherwise respond to such Servicer's request. In no
event will the Master Servicer instruct such Servicer to take any action, give
any consent to action by such Servicer or waive compliance by such Servicer with
any provision of such Servicer's Servicing Agreement if any resulting action or
failure to act would be inconsistent with the requirements of the Rating
Agencies that rated the Certificates or would otherwise have an adverse effect
on the Certificateholders. Any such action or failure to act shall be deemed to
have an adverse effect on the Certificateholders if such action or failure to
act either results in (i) the downgrading of the rating assigned by any Rating
Agency to the Certificates, (ii) the loss by the Upper-Tier REMIC or the
Lower-Tier REMIC of REMIC status for federal income tax purposes or (iii) the
imposition of any Prohibited Transaction Tax or any federal taxes on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer
shall have full power and authority in its sole discretion to take any action
with respect to the Trust Estate as may be necessary or advisable to avoid the
circumstances specified including clause (ii) or (iii) of the preceding
sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trust Administrator or the Master Servicer, such
modification shall be construed as a substitution of the modified Mortgage Loan
for the Mortgage Loan originally deposited in the Trust Estate if it would be a
"significant modification" within the meaning of Section 1.860G-2(b) of the
regulations of the U.S. Department of the Treasury. No modification shall be
approved unless (i) the modified Mortgage Loan would qualify as a Substitute
Mortgage Loan under Section 2.02 and (ii) with respect to any modification that
occurs more than three months after the Closing Date and is not the result of a
default or a reasonably foreseeable default under the Mortgage Loan, there is
delivered to the Trust Administrator an Opinion of Counsel (at the expense of
the party seeking to modify the Mortgage Loan) to the effect that such
modification would not be treated as giving rise to a new debt instrument for
federal income tax purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee and the Trust
Administrator under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trust Administrator on behalf of the Trustee shall
furnish the Master Servicer or its subcontractors with any powers of attorney
and such other documents as may be necessary or appropriate to enable the Master
Servicer to carry out its administrative duties hereunder.
The Seller shall be entitled, at its option, to repurchase any defaulted
Mortgage Loan or any Mortgage Loan as to which default is reasonably foreseeable
from the Trust Estate if, in the Seller's judgment, the default is not likely to
be cured by the Mortgagor; provided, however, that the Cut-Off Date Principal
Balances of the Mortgage Loans repurchased pursuant to this provision shall not
exceed 2.5% of the sum of the Pool 1 Cut-Off Date Aggregate Principal Balance
and the Pool 2 Cut-Off Date Aggregate Principal Balance. The purchase price for
any such Mortgage Loan shall be 100% of the unpaid principal balance of such
Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate
through the last day of the month in which such repurchase occurs. Upon the
receipt of such purchase price, the Master Servicer shall provide to the Trust
Administrator the certification required by Section 3.04 and the Trust
Administrator and the Custodian, if any, shall promptly release to the Seller
the Owner Mortgage Loan File relating to the Mortgage Loan being repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trust Administrator shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the appropriate Certificate Account, release or
cause to be released to the entity identified by the Master Servicer the related
Owner Mortgage Loan File and Servicer Mortgage Loan File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the auction purchaser title to the
Mortgage Loan and the Trust Administrator shall have no further responsibility
with regard to such Owner Mortgage Loan File or Servicer Mortgage Loan File.
Neither the Trust Administrator, the Master Servicer nor any Servicer, acting on
behalf of the Trust Administrator, shall provide financing from the Trust Estate
to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trust Administrator, shall, pursuant
to the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class B Subclass or a
holder of a class of securities representing interests in the Class B
Certificates and/or other subordinated mortgage pass-through certificates, such
agreement to be substantially in the form of Exhibit M hereto or subject to each
Rating Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into of such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Pool 1 or Pool 2 Mortgage Loans, as applicable, and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09. Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller, the Trust Administrator and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Upon written direction of the
Master Servicer, based upon such certification, the Trustee shall promptly
terminate such Servicing Agreement. Notwithstanding the foregoing, in the event
that (i) Norwest Mortgage fails to make any advance, as a consequence of which
the Trust Administrator is obligated to make an advance pursuant to Section 3.03
and (ii) the Trust Administrator provides Norwest Mortgage written notice of the
failure to make such advance and such failure shall continue unremedied for a
period of 15 days after receipt of such notice, the Trust Administrator shall
recommend to the Trustee the termination of the Norwest Servicing Agreement
without the recommendation of the Master Servicer and upon such recommendation
the Trustee shall terminate the Norwest Servicing Agreement. The Master Servicer
shall indemnify the Trustee and the Trust Administrator and hold each harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee or the Trust Administrator in connection with termination of
such Servicing Agreement at the direction of the Master Servicer. In addition,
the Master Servicer shall indemnify the Trustee and hold it harmless from and
against any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorneys' fees) arising out of, or assessed against the
Trustee in connection with the termination of the Norwest Servicing Agreement as
provided in the second preceding sentence. If the Trustee terminates such
Servicing Agreement, the Trustee may enter into a substitute Servicing Agreement
with the Master Servicer or, at the Master Servicer's nomination, with another
mortgage loan service company acceptable to the Trustee, the Trust
Administrator, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class 1-A-PO and Class 2-A-PO Certificates), the Class M
Certificates and the Class 1-B-1, Class 1-B-2, Class 2-B-1 and Class 2-B-2
Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a)(i) On each Distribution Date, the Pool 1 Distribution Amount or Pool
Distribution Amount, will be applied in the following amounts to the Group 1
Certificates in the case of the Pool 1 Distribution Amount and to the Group 2
Certificates in the case of the Pool 2 Distribution Amount, to the extent such
Pool Distribution Amount is sufficient therefor, in the manner and in the order
of priority as follows:
first, (I) to the Subclasses of Class 1-A Certificates, pro rata based on
their respective Class 1-A Subclass Interest Accrual Amounts in an aggregate
amount up to the sum of the Class 1-A Subclass Interest Accrual Amounts with
respect to such Distribution Date; provided that prior to the applicable
Accretion Termination Date for the Class 1-A-9 Components, the Class 1-A-10
Components and the Class 1-A-11 Certificates, an amount equal to the amount that
would otherwise be distributable in respect of interest to each Class 1-A-9
Component, each Class 1-A-10 Component and the Class 1-A-11 Certificates
pursuant to this provision will be distributed in reduction of the Class A
Subclass Principal Balances and Component Principal Balances of certain
Components and Class 1-A Certificates as set forth in Section 4.01(b) or (II) to
the Subclasses of Class 2-A Certificates, pro rata based on their respective
Class 2-A Subclass Interest Accrual Amounts in an aggregate amount up to the sum
of the Class 2-A Subclass Interest Accrual Amounts with respect to such
Distribution Date;
second, (I) to the Subclasses of Class 1-A Certificates, pro rata based on
their respective Class 1-A Subclass Unpaid Interest Shortfalls, in an aggregate
amount up to the sum of the Class 1-A Subclass Unpaid Interest Shortfalls;
provided that prior to the applicable Accretion Termination Date for the Class
1-A-9 Components, the Class 1-A-10 Components and the Class 1-A-11 Certificates,
an amount equal to the amount that would otherwise be distributable in respect
of interest shortfalls to each Class 1-A-9 Component, each Class 1-A-10
Component and the Class 1-A-11 Certificates pursuant to this provision will be
distributed in reduction of the Class A Subclass Principal Balances and
Component Principal Balances of certain Components and Class 1-A Certificates as
set forth in Section 4.01(b) or (II) to the Subclasses of Class 2-A
Certificates, pro rata based on their respective Class 2-A Subclass Unpaid
Interest Shortfalls, in an aggregate amount up to the sum of the Class 2-A
Subclass Unpaid Interest Shortfalls;
third, (I) concurrently, to the Class 1-A Certificates (other than the
Class 1-A-PO Certificates) and the Class 1-A-PO Certificates, pro rata, based on
their respective Class 1-A Non-PO Optimal Principal Amount and Class 1-A-PO
Optimal Principal Amount, (A) to the Subclasses of Class 1-A Certificates (other
than the Class 1-A-PO Certificates), in an aggregate amount up to the Class 1-A
Non-PO Optimal Principal Amount, such distribution to be allocated among such
Subclasses in accordance with Section 4.01(b) or Section 4.01(c), as applicable,
and (B) to the Class 1-A-PO Certificates in an amount up to the Class 1-A-PO
Optimal Principal Amount or (II) concurrently, to the Class 2-A Certificates
(other than the Class 2-A-PO Certificates) and the Class 2-A-PO Certificates,
pro rata, based on their respective Class 2-A Non-PO Optimal Principal Amount
and Class 2-A-PO Optimal Principal Amount, (A) to the Subclasses of Class 2-A
Certificates (other than the Class 2-A-PO Certificates), in an aggregate amount
up to the Class 2-A Non-PO Optimal Principal Amount, such distribution to be
allocated among such Subclasses in accordance with Section 4.01(b) or Section
4.01(c), as applicable, and (B) to the Class 2-A-PO Certificates in an amount up
to the Class 2-A-PO Optimal Principal Amount;
fourth, (I) to the Class 1-A-PO Certificates in an amount up to the Class
1-A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Paragraph fourth) first to the Class 1-B-5 Certificates pursuant to
Paragraph twenty-second, below, second to the Class 1-B-4 Certificates pursuant
to Paragraph nineteenth, below, third to the Class 1-B-3 Certificates pursuant
to Paragraph sixteenth, below, fourth to the Class 1-B-2 Certificates pursuant
to Paragraph thirteenth, below, fifth to the Class 1-B-1 Certificates pursuant
to Paragraph tenth below, and sixth to the Class 1-M Certificates pursuant to
Paragraph seventh below or (II) to the Class 2-A-PO Certificates in an amount up
to the Class 2-A-PO Deferred Amount from amounts otherwise distributable
(without regard to this Paragraph fourth) first to the Class 2-B-5 Certificates
pursuant to Paragraph twenty-second, below, second to the Class 2-B-4
Certificates pursuant to Paragraph nineteenth, below, third to the Class 2-B-3
Certificates pursuant to Paragraph sixteenth, below, fourth to the Class 2-B-2
Certificates pursuant to Paragraph thirteenth, below, fifth to the Class 2-B-1
Certificates pursuant to Paragraph tenth below, and sixth to the Class 2-M
Certificates pursuant to Paragraph seventh below;
fifth, (I) to the Class 1-M Certificates in an amount up to the Class 1-M
Interest Accrual Amount with respect to such Distribution Date or (II) to the
Class 2-M Certificates in an amount up to the Class 2-M Interest Accrual Amount
with respect to such Distribution Date;
sixth, (I) to the Class 1-M Certificates in an amount up to the Class 1-M
Unpaid Interest Shortfall or (II) to the Class 2-M Certificates in an amount up
to the Class 2-M Unpaid Interest Shortfall ;
seventh, (I) to the Class 1-M Certificates in an amount up to the Class 1-M
Optimal Principal Amount; provided, however, that the amount distributable to
the Class 1-M Certificates pursuant to this Paragraph seventh will be reduced by
the amount, if any, that would have been distributable to the Class 1-M
Certificates hereunder used to pay the Class 1-A-PO Deferred Amount, as provided
in Paragraph fourth above or (II) to the Class 2-M Certificates in an amount up
to the Class 2-M Optimal Principal Amount; provided, however, that the amount
distributable to the Class 2-M Certificates pursuant to this Paragraph seventh
will be reduced by the amount, if any, that would have been distributable to the
Class 2-M Certificates hereunder used to pay the Class 2-A-PO Deferred Amount,
as provided in Paragraph fourth above;
eighth, (I) to the Class 1-B-1 Certificates in an amount up to the Class
1-B Subclass Interest Accrual Amount for the Class 1-B-1 Certificates with
respect to such Distribution Date or (II) to the Class 2-B-1 Certificates in an
amount up to the Class 2-B Subclass Interest Accrual Amount for the Class 2-B-1
Certificates with respect to such Distribution Date;
ninth, (I) to the Class 1-B-1 Certificates in an amount up to the Class
1-B-1 Unpaid Interest Shortfall or (II) to the Class 2-B-1 Certificates in an
amount up to the Class 2-B-1 Unpaid Interest Shortfall;
tenth, (I) to the Class 1-B-1 Certificates in an amount up to the Class
1-B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class 1-B-1 Certificates pursuant to this Paragraph tenth will be reduced
by the amount, if any, that would have been distributable to the Class 1-B-1
Certificates hereunder used to pay the Class 1-A-PO Deferred Amount as provided
in Paragraph fourth above or (II) to the Class 2-B-1 Certificates in an amount
up to the Class 2-B-1 Optimal Principal Amount; provided, however, that the
amount distributable to the Class 2-B-1 Certificates pursuant to this Paragraph
tenth will be reduced by the amount, if any, that would have been distributable
to the Class 2-B-1 Certificates hereunder used to pay the Class 2-A-PO Deferred
Amount as provided in Paragraph fourth above;
eleventh, (I) to the Class 1-B-2 Certificates in an amount up to the Class
1-B Subclass Interest Accrual Amount for the Class 1-B-2 Certificates with
respect to such Distribution Date or (II) to the Class 2-B-2 Certificates in an
amount up to the Class 2-B Subclass Interest Accrual Amount for the Class 2-B-2
Certificates with respect to such Distribution Date;
twelfth, (I) to the Class 1-B-2 Certificates in an amount up to the Class
1-B-2 Unpaid Interest Shortfall or (II) to the Class 2-B-2 Certificates in an
amount up to the Class 2-B-2 Unpaid Interest Shortfall;
thirteenth, (I) to the Class 1-B-2 Certificates in an amount up to the
Class 1-B-2 Optimal Principal Amount; provided, however, that the amount
distributable to the Class 1-B-2 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class 1-B-2 Certificates hereunder used to pay the Class
1-A-PO Deferred Amount as provided in Paragraph fourth above or (II) to the
Class 2-B-2 Certificates in an amount up to the Class 2-B-2 Optimal Principal
Amount; provided, however, that the amount distributable to the Class 2-B-2
Certificates pursuant to this Paragraph thirteenth will be reduced by the
amount, if any, that would have been distributable to the Class 2-B-2
Certificates hereunder used to pay the Class 2-A-PO Deferred Amount as provided
in Paragraph fourth above;
fourteenth, (I) to the Class 1-B-3 Certificates in an amount up to the
Class 1-B Subclass Interest Accrual Amount for the Class 1-B-3 Certificates with
respect to such Distribution Date or (II) to the Class 2-B-3 Certificates in an
amount up to the Class 2-B Subclass Interest Accrual Amount for the Class 2-B-3
Certificates with respect to such Distribution Date;
fifteenth, (I) to the Class 1-B-3 Certificates in an amount up to the Class
1-B-3 Unpaid Interest Shortfall or (II) to the Class 2-B-3 Certificates in an
amount up to the Class 2-B-3 Unpaid Interest Shortfall;
sixteenth, (I) to the Class 1-B-3 Certificates in an amount up to the Class
1-B-3 Optimal Principal Amount; provided, however, that the amount distributable
to the Class 1-B-3 Certificates pursuant to this Paragraph sixteenth will be
reduced by the amount, if any, that would have been distributable to the Class
1-B-3 Certificates hereunder used to pay the Class 1-A-PO Deferred Amount as
provided in Paragraph fourth above or (II) to the Class 2-B-3 Certificates in an
amount up to the Class 2-B-3 Optimal Principal Amount; provided, however, that
the amount distributable to the Class 2-B-3 Certificates pursuant to this
Paragraph sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class 2-B-3 Certificates hereunder used to pay the Class
2-A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, (I) to the Class 1-B-4 Certificates in an amount up to the
Class 1-B Subclass Interest Accrual Amount for the Class 1-B-4 Certificates with
respect to such Distribution Date or (II) to the Class 2-B-4 Certificates in an
amount up to the Class 1-B Subclass Interest Accrual Amount for the Class 2-B-4
Certificates with respect to such Distribution Date;
eighteenth, (I) to the Class 1-B-4 Certificates in an amount up to the
Class 1-B-4 Unpaid Interest Shortfall or (II) to the Class 2-B-4 Certificates in
an amount up to the Class 2-B-4 Unpaid Interest Shortfall;
nineteenth, (I) to the Class 1-B-4 Certificates in an amount up to the
Class 1-B-4 Optimal Principal Amount; provided, however, that the amount
distributable to the Class 1-B-4 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class 1-B-4 Certificates hereunder used to pay the Class
1-A-PO Deferred Amount as provided in Paragraph fourth above or (II) to the
Class 2-B-4 Certificates in an amount up to the Class 2-B-4 Optimal Principal
Amount; provided, however, that the amount distributable to the Class 2-B-4
Certificates pursuant to this Paragraph nineteenth will be reduced by the
amount, if any, that would have been distributable to the Class 2-B-4
Certificates hereunder used to pay the Class 2-A-PO Deferred Amount as rovided
in Paragraph fourth above;
twentieth, (I) to the Class 1-B-5 Certificates in an amount up to the Class
1-B Subclass Interest Accrual Amount for the Class 1-B-5 Certificates with
respect to such Distribution Date or (II) to the Class 2-B-5 Certificates in an
amount up to the Class 2-B Subclass Interest Accrual Amount for the Class 2-B-5
Certificates with respect to such Distribution Date;
twenty-first, (I) to the Class 1-B-5 Certificates in an amount up to the
Class 1-B-5 Unpaid Interest Shortfall or (II) to the Class 2-B-5 Certificates in
an amount up to the Class 2-B-5 Unpaid Interest Shortfall;
twenty-second, (I) to the Class 1-B-5 Certificates in an amount up to the
Class 1-B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class 1-B-5 Certificates pursuant to this Paragraph
twenty-second will be reduced by the amount, if any, that would have been
distributable to the Class 1-B-5 Certificates hereunder used to pay the Class
1-A-PO Deferred Amount as provided in Paragraph fourth above or (II) to the
Class 2-B-5 Certificates in an amount up to the Class 2-B-5 Optimal Principal
Amount; provided, however, that the amount distributable to the Class 2-B-5
Certificates pursuant to this Paragraph twenty-second will be reduced by the
amount, if any, that would have been distributable to the Class 2-B-5
Certificates hereunder used to pay the Class 2-A-PO Deferred Amount as provided
in Paragraph fourth above; and
twenty-third, to the Holder of the Class 1-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
1-A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class or Subclass (other than the Class 1-A-R or Class 1-A-LR
Certificates) has been reduced to zero, such Class or Subclass will be entitled
to no further distributions of principal or interest (including, without
limitation, any Group 1 Unpaid Interest Shortfalls or Group 2 Unpaid Interest
Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class 1-A-LR
Certificate.
With respect to any Distribution Date, (A) the amount of the Group 1
Principal Adjustment, if any, attributable to any Class 1-B Subclass will be
allocated pro rata based on principal balance among the Class 1-A Certificates
(other than the Class 1-A-PO Certificates), the Class 1-M Certificates and any
Class 1-B Subclass with a lower numerical designation and the amount of the
Group 1 Principal Adjustment, if any, attributable to the Class 1-M Certificates
will be allocated to the Subclasses of Class 1-A Certificates (other than the
Class 1-A-PO Certificates) pro rata based on the Class 1-A Subclass Principal
Balances and (B) the amount of the Group 2 Principal Adjustment, if any,
attributable to any Class 2-B Subclass will be allocated pro rata based on
principal balance among the Class 2-A Certificates (other than the Class 2-A-PO
Certificates), the Class 2-M Certificates and any Class 2-B Subclass with a
lower numerical designation and the amount of the Group 2 Principal Adjustment,
if any, attributable to the Class 2-M Certificates will be allocated to the
Subclasses of Class 2-A Certificates (other than the Class 2-A-PO Certificates)
pro rata based on the Class 2-A Subclass Principal Balances.
(ii) Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class 1-A-L1 Interest, the Class 1-A-L2
Interest and the Class 1-A-L3 Interest) shall receive distributions in respect
of interest (other than as provided below) in an amount equal to the (i) Class
1-A Subclass Interest Accrual Amount or Class 2-A Subclass Interest Accrual
Amount, as applicable, and Class 1-A Subclass Unpaid Interest Shortfall or Class
2-A Subclass Unpaid Interest Shortfall, as applicable, (ii) Class 1-M Interest
Accrual Amount or Class 2-M Interest Accrual Amount, as applicable, and Class
1-M Unpaid Interest Shortfall or Class 2-M Unpaid Interest Shortfall, as
applicable, or (iii) Class 1-B Subclass Interest Accrual Amount or Class 2-B
Subclass Interest Accrual Amount, as applicable, and Class 1-B Subclass Unpaid
Interest Shortfall or Class 2-B Subclass Unpaid Interest Shortfall, as
applicable, as the case may be, in respect of its Corresponding Upper-Tier Class
or Classes, in each case to the extent actually distributed; provided, however
that with respect to the Class 1-A-L5 Interest, the amounts in respect of
interest not currently distributable as interest but added to the principal
balances of its Corresponding Upper-Tier Class or Classes will be added to the
principal balance of the Class 1-A-L5 Interest. The Class 1-A-L1 Interest shall
receive distributions in respect of interest in an amount equal to the sum of
(i) the amount of interest distributed on the Class 1-A-1 Certificates and (ii)
an amount equal to the product of the Class 1-A-L1 Interest Fraction and the
amount of interest distributed on the Class 1-A-4 Certificates. The Class 1-A-L2
Interest shall receive distributions in respect of interest in an amount equal
to the sum of (i) the amount of interest distributed on the Class 1-A-2
Certificates and (ii) an amount equal to the product of the Class 1-A-L2
Interest Fraction and the amount of interest distributed on the Class 1-A-4
Certificates. The Class 1-A-L3 Interest shall receive distributions in respect
of interest in an amount equal to the sum of (i) the amount of interest
distributed on the Class 1-A-3 Certificates and (ii) an amount equal to the
product of the Class 1-A-L3 Interest Fraction and the amount of interest
distributed on the Class 1-A-4 Certificates. Such amounts distributed to the
Uncertificated Lower-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest equals the Class A Subclass Principal Balances, Class M Principal
Balance or Class B Subclass Principal Balances, as the case may be, of the
respective Corresponding Upper-Tier Class or Classes. The initial principal
balance of each Uncertificated Lower-Tier Interest equals the Original Class 1-A
Subclass Principal Balances, Original Class 2-A Subclass Principal Balances,
Original Class 1-M Principal Balance, Original Class 2-M Principal Balance,
Original Class 1-B-1 Principal Balance, Original Class 1-B-2 Principal Balance,
Original Class 1-B-3 Principal Balance, Original Class 1-B-4 Principal Balance,
Original Class 1-B-5 Principal Balance, Original Class 2-B-1 Principal Balance,
Original Class 2-B-2 Principal Balance, Original Class 2-B-3 Principal Balance,
Original Class 2-B-4 Principal Balance or Original Class 2-B-5 Principal Balance
as the case may be, of the respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to each Pool 1 Uncertificated Lower-Tier
Interest (other than the Class 1-A-LPO Interest) shall be 7.000% per annum. The
pass-through rate with respect to each Pool 2 Uncertificated Lower-Tier Interest
(other than the Class 2-A-LPO Interest) shall be 6.750% per annum. The Class
1-A-LPO Interest and Class 2-A-LPO Interest are principal-only interests and are
not entitled to distributions of interest. Any Group 1 Non-Supported Interest
Shortfalls or Group 2 Non-Supported Interest Shortfalls will be allocated to the
Pool 1 Uncertificated Lower-Tier Interests or the Pool 2 Uncertificated
Lower-Tier Interests in the same relative proportions as interest is allocated
to such Uncertificated Lower-Tier Interest.
(b) On each Distribution Date occurring prior to the Group 1 Cross-Over
Date, the Class 1-A Non-PO Principal Distribution Amount for the Class 1-A
Certificates will be allocated among and distributed in reduction of the Class
1-A Subclass Principal Balances of the Class 1-A Certificates (other than the
Class 1-A-PO Certificates) in accordance with the following priorities.
I. On each Distribution Date occurring prior to the Accretion Termination
Dates for the Class 1-A-9A and Class 1-A-10A Components, the Class
1-A-9A Component Accrual Distribution Amount and Class 1-A-10A
Component Accrual Distribution Amount will be allocated as follows:
first, to the Class 1-A-5 Certificates up to their Schedule I
Reduction Amount for such Distribution Date;
second, to the Class 1-A-9A Component up to its Reduction Amount for
such Distribution Date;
third, to the Class 1-A-5 Certificates up to their Schedule II
Reduction Amount for such Distribution Date;
fourth, to the Class 1-A-10A Component until the Component Principal
Balance thereof has been reduced to zero;
fifth, to the Class 1-A-9A Component, without regard to its Reduction
Amount for such Distribution Date until the Component Principal
Balance thereof has been reduced to zero; and
sixth, to the Class 1-A-5 Certificates, without regard to their
Schedule I or Schedule II Reduction Amounts for such Distribution Date
until the Class 1-A Subclass Principal Balance thereof has been
reduced to zero.
II. On each Distribution Date occurring prior to the Accretion Termination
Dates for the Class 1-A-9B and Class 1-A-10B Components, the Class
1-A-9B Component Accrual Distribution Amount and Class 1-A-10B
Component Accrual Distribution Amount will be allocated as follows:
first, concurrently, to the Class 1-A-6 Certificates and the Class
1-A-7B Component, pro rata, up to their respective Schedule I
Reduction Amounts for such Distribution Date;
second, to the Class 1-A-9B Component up to its Reduction Amount for
such Distribution Date;
third, concurrently, to the Class 1-A-6 Certificates and the Class
1-A-7B Component, pro rata, up to their respective Schedule II
Reduction Amounts for such Distribution Date;
fourth, to the Class 1-A-10B Component until the Class 1-A-10B
Component Principal Balance had been reduced to zero;
fifth; to the Class 1-A-9B Component, without regard to its Reduction
Amount for such Distribution Date until the Component Principal
Balance thereof has been reduced to zero; and
sixth, concurrently, to the Class 1-A-6 Certificates and the Class
1-A-7B Component, pro rata, without regard to their Schedule I or
Schedule II Reduction Amounts for such Distribution Date until the
Class 1-A Subclass Principal Balance of such Subclass and the
Component Principal Balance of such Component have been reduced to
zero.
III. On each Distribution Date occurring prior to the Accretion Termination
Dates for the Class 1-A-9C and Class 1-A-10C Components, the Class
1-A-9C Component Accrual Distribution Amount and Class 1-A-10C
Component Accrual Distribution Amount will be allocated as follows:
first, concurrently, to the Class 1-A-8 Certificates and the Class
1-A-7A Component, pro rata, up to their respective Schedule I
Reduction Amounts for such Distribution Date;
second, to the Class 1-A-9C Component up to its Reduction Amount for
such Distribution Date;
third, concurrently, to the Class 1-A-8 Certificates and the Class
1-A-7A Component, pro rata, up to their respective Schedule II
Reduction Amounts for such Distribution Date;
fourth, to the Class 1-A-10C Component until the Component Principal
Balance thereof has been reduced to zero;
fifth, to the Class 1-A-9C Component, without regard to its Reduction
Amount for such Distribution Date until the Component Principal
Balance thereof has been reduced to zero; and
sixth, concurrently, to the Class 1-A-8 Certificates and Class 1-A-7A
Component, pro rata, without regard to their Schedule I or Schedule II
Reduction Amounts for such Distribution Date until the Class 1-A
Subclass Principal Balance of such Subclass and the Component
Principal Balance of such Component has been reduced to zero.
IV. The Class 1-A Non-PO Principal Amount will be allocated as follows:
first, to the Class 1-A-12 Certificates up to their Class 1-A-12
Priority Amount for such Distribution Date; and
second, sequentially, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, in that order, up to their respective PAC Principal
Amounts for such Distribution Date;
V. The remaining Class 1-A Non-PO Principal Amount, and on each
Distribution Date occurring prior to the Accretion Termination Date
for the Class 1-A-11 Certificates, the Class 1-A-11 Accrual
Distribution Amount will be allocated as follows:
first, concurrently,
(i) 54.1294367379% to the Subclass and Components set forth in
priority I above in accordance with the priorities set forth therein;
(ii) 29.7052870613% to the Subclass and Components set forth in
priority II above in accordance with the priorities set forth therein;
and
(iii) 16.1652762008% to the Subclass and Components set forth in
priority III above in accordance with the priorities set forth
therein;
second, to the Class 1-A-11 Certificates until the Class A Subclass
Principal Balance thereof has been reduced to zero;
third, sequentially, to the Class 1-A-1, Class 1-A-2 and Class 1-A-3
Certificates, in that order, without regard to their PAC Principal
Amounts for such Distribution Date until the Class 1-A Subclass
Principal Balance of each such Subclass has been reduced to zero;
fourth, sequentially, to the Class 1-A-R and Class 1-A-LR
Certificates, in that order, until the Class 1-A Subclass Principal
Balance of each such Subclass has been reduced to zero; and
fifth, to the Class 1-A-12 Certificates, without regard for their
Class 1-A-12 Priority Amount until the Class 1-A Subclass Principal
Balance thereof has been reduced to zero.
On each Distribution Date occurring prior to the Group 2 Cross-Over Date
for the Group 2 Certificates, the Class 2-A Non-PO Principal Distribution Amount
for the Class 2-A Certificates will be allocated among and distributed in
reduction of the Class 2-A Subclass Principal Balances of the Class 2-A
Certificates (other than the Class 2-A-PO Certificates) in accordance with the
following priorities.
first, to the Class 2-A-6 Certificates up to their Class 2-A-6
Priority Amount for such Distribution Date;
second, concurrently, 55.5552060888% to the Class 2-A-1 Certificates,
10.2218152344% to the Class 2-A-2 Certificates and 34.2229786768% to
the Class 2-A-3 Certificates until the Class 2-A Subclass Principal
Balances of the Class 2-A-1 and Class 2-A-2 Certificates have been
reduced to zero;
third, concurrently, 34.2229786768% to the Class 2-A-3 Certificates
and 65.7770213232% to the Class 2-A-4 Certificates until the Class 2-A
Subclass Principal Balance of each such Subclass has been reduced to
zero;
fourth, to the Class 2-A-5 Certificates until the Class 2-A Subclass
Principal Balance thereof has been reduced to zero; and
fifth, to the Class 2-A-6 Certificates, without regard to their Class
2-A-6 Priority Amount for such Distribution Date until the Class 2-A
Subclass Principal Balance thereof has been reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and for
any Subclass of PAC Certificates means the amount, if any, that would reduce the
Class A Subclass Principal Balance of such Subclass to the percentage of its
initial Class A Subclass Principal Balance shown in the tables set forth below
with respect to such Distribution Date.
As used above, the "Schedule I Reduction Amount" for any Distribution Date
and for any Subclass of Scheduled Certificates or any Class 1-A-7 Component
means the amount, if any, that would reduce the Class A Subclass Principal
Balance of such Subclass or the Component Principal Balance of such Component to
the percentage of its initial Class A Subclass Principal Balance or initial
Component Principal Balance shown in the Schedule I table with respect to such
Distribution Date.
As used above, the "Schedule II Reduction Amount" for any Distribution Date
and for any Subclass of Scheduled Certificates or any Class 1-A-7 Component
means the amount, if any, that would reduce the Class A Subclass Principal
Balance of such Subclass or the Component Principal Balance of such Component to
the percentage of its initial Class A Subclass Principal Balance or initial
Component Principal Balance shown in the Schedule II table with respect to such
Distribution Date.
As used above, the "Reduction Amount" for any Distribution Date and for any
1-A-9 Component means the amount, if any, that would reduce the Component
Principal Balance of such Component to the percentage of its initial Component
Principal Balance shown in the table set forth below with respect to such
Distribution Date.
(c) (i) Notwithstanding the foregoing, on each Distribution Date occurring
on or subsequent to the Group 1 Cross-Over Date, the Class 1-A Non-PO Principal
Distribution Amount shall be distributed among the Subclasses of Class 1-A
Certificates (other than the Class 1-A-PO Certificates) pro rata in accordance
with their outstanding Class A Subclass Principal Balances without regard to
either the proportions or the priorities set forth in Section 4.01(b).
Any amounts distributed on a Distribution Date to the Holders of Class 1-A
Certificates of any Subclass in reduction of principal balance will be allocated
among the Holders of Class 1-A Certificates of such Subclass pro rata in
accordance with their respective Percentage Interests.
Any amounts distributed on any Distribution Date to the
Holders of the Class 1-M and Class 1-B Certificates in reduction of principal
balance will be allocated among the Holders of each such Class or Subclass pro
rata in accordance with their respective Percentage Interests.
(ii) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Group 2 Cross-Over Date, the Class 2-A Non-PO Principal
Distribution Amount shall be distributed among the Subclasses of Class 2-A
Certificates (other than the Class 2-A-PO Certificates) pro rata in accordance
with their outstanding Class A Subclass Principal Balances without regard to
either the proportions or the priorities set forth in Section 4.01(b).
Any amounts distributed on a Distribution Date to the Holders of Class 2-A
Certificates of any Subclass in reduction of principal balance will be allocated
among the Holders of Class 2-A Certificates of such Subclass pro rata in
accordance with their respective Percentage Interests.
Any amounts distributed on any Distribution Date to the Holders of the
Class 2-M and Class 2-B Certificates in reduction of principal balance will be
allocated among the Holders of each such Class or Subclass pro rata in
accordance with their respective Percentage Interests.
The following tables set forth for each Distribution Date the planned Class
A Subclass Principal Balances for the PAC Certificates and the scheduled Class A
Subclass Principal Balances and Component Principal Balances for the Scheduled
Certificates and Components, expressed as a percentage of the initial Class A
Subclass Principal Balance or Component Principal Balance of such Subclass or
Component.
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-1 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including September 2000..... 62.32813988% June 2001.......... 24.90087932%
December 1999...... 100.00000000% October 2000....... 58.08522112 July 2001.......... 20.84611232
January 2000....... 96.10486340 November 2000...... 53.86363748 August 2001........ 16.81172280
February 2000...... 92.09922236 December 2000...... 49.66328032 September 2001..... 12.79760708
March 2000......... 87.98667172 January 2001....... 45.48404152 October 2001....... 8.80366212
April 2000......... 83.78232788 February 2001...... 41.32581356 November 2001...... 4.82978536
May 2000........... 79.50198736 March 2001......... 37.18848948 December 2001...... 0.87587480
June 2000.......... 75.18600224 April 2001......... 33.07196288 January 2002
July 2000.......... 70.87842032 May 2001........... 28.97612792 and thereafter.. 0.00000000
August 2000........ 66.59250300
</TABLE>
Class 1-A-2 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including August 2003........ 53.43063229% May 2005........... 15.09444213%
December 2001...... 100.00000000% September 2003..... 51.31722495 June 2005.......... 13.90332307
January 2002....... 98.02729188 October 2003....... 49.21530524 July 2005.......... 12.74825931
February 2002...... 95.50233961 November 2003...... 47.12481595 August 2005........ 11.62829779
March 2002......... 92.99007147 December 2003...... 45.04570007 September 2005..... 10.54250906
April 2002......... 90.49042303 January 2004....... 42.97790105 October 2005....... 9.48998671
May 2002........... 88.00333019 February 2004...... 40.95930860 November 2005...... 8.46984676
June 2002.......... 85.52872925 March 2004......... 38.95168996 December 2005...... 7.48122711
July 2002.......... 83.06655679 April 2004......... 36.95498942 January 2006....... 6.52328713
August 2002........ 80.61674977 May 2004........... 34.96915154 February 2006...... 5.82596241
September 2002..... 78.17924541 June 2004.......... 32.99412122 March 2006......... 5.14971385
October 2002....... 75.75398132 July 2004.......... 31.02984356 April 2006......... 4.49396241
November 2002...... 73.34089547 August 2004........ 29.09886748 May 2006........... 3.85814398
December 2002...... 70.93992608 September 2004..... 27.22270067 June 2006.......... 3.24170908
January 2003....... 68.55101174 October 2004....... 25.39998238 July 2006.......... 2.64412251
February 2003...... 66.35556172 November 2004...... 23.62938394 August 2006........ 2.06486301
March 2003......... 64.17200888 December 2004...... 21.90960814 September 2006..... 1.50342290
April 2003......... 62.00029376 January 2005....... 20.23938838 October 2006....... 0.95930767
May 2003........... 59.84035718 February 2005...... 18.89402650 November 2006...... 0.43203574
June 2003.......... 57.69214037 March 2005......... 17.58877929 December 2006
July 2003.......... 55.55558479 April 2005......... 16.32259356 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Planned Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-3 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including July 2009.......... 39.94065915% March 2012......... 12.11205150%
November 2006...... 100.00000000% August 2009........ 38.70352741 April 2012......... 11.54615141
December 2006...... 99.32440959 September 2009..... 37.49604266 May 2012........... 10.99403625
January 2007....... 95.08403647 October 2009....... 36.31750663 June 2012.......... 10.45537821
February 2007...... 92.53461295 November 2009...... 35.16723851 July 2012.......... 9.92985698
March 2007......... 90.04557515 December 2009...... 34.04457250 August 2012........ 9.41716004
April 2007......... 87.61551326 January 2010....... 32.94885831 September 2012..... 8.91698210
May 2007........... 85.24304929 February 2010...... 31.87946132 October 2012....... 8.42902498
June 2007.......... 82.92683820 March 2010......... 30.83576127 November 2012...... 7.95299735
July 2007.......... 80.66556521 April 2010......... 29.81715208 December 2012...... 7.48861494
August 2007........ 78.45794651 May 2010........... 28.82304244 January 2013....... 7.03560013
September 2007..... 76.30272767 June 2010.......... 27.85285455 February 2013...... 6.59368192
October 2007....... 74.19868324 July 2010.......... 26.90602365 March 2013......... 6.16259505
November 2007...... 72.14461649 August 2010........ 25.98199867 April 2013......... 5.74208134
December 2007...... 70.13935809 September 2010..... 25.08024094 May 2013........... 5.33188793
January 2008....... 68.18176592 October 2010....... 24.20022480 June 2013.......... 4.93176857
February 2008...... 66.27072436 November 2010...... 23.34143678 July 2013.......... 4.54148232
March 2008......... 64.40514368 December 2010...... 22.50337489 August 2013........ 4.16079377
April 2008......... 62.58395889 January 2011....... 21.68554907 September 2013..... 3.78947370
May 2008........... 60.80613042 February 2011...... 20.88748121 October 2013....... 3.42729775
June 2008.......... 59.07064235 March 2011......... 20.10870380 November 2013...... 3.07404664
July 2008.......... 57.37650243 April 2011......... 19.34875995 December 2013...... 2.72950707
August 2008........ 55.72274116 May 2011........... 18.60720447 January 2014....... 2.39347016
September 2008..... 54.10841225 June 2011.......... 17.88360146 February 2014...... 2.06573187
October 2008....... 52.53259019 July 2011.......... 17.17752586 March 2014......... 1.74609306
November 2008...... 50.99437224 August 2011........ 16.48856256 April 2014......... 1.43435964
December 2008...... 49.49287555 September 2011..... 15.81630548 May 2014........... 1.13034173
January 2009....... 48.02723851 October 2011....... 15.16035875 June 2014.......... 0.83385389
February 2009...... 46.59661892 November 2011...... 14.52033554 July 2014.......... 0.54471508
March 2009......... 45.20019430 December 2011...... 13.89585787 August 2014........ 0.26274889
April 2009......... 43.83716180 January 2012....... 13.28655681 September 2014
May 2009........... 42.50673630 February 2012...... 12.69207206 and thereafter.. 0.00000000
June 2009.......... 41.20815164
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-5 Certificates
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% September 2003..... 77.45059717% May 2009........... 44.06341302%
February 1998...... 99.64855621 October 2003....... 77.32572025 June 2009.......... 43.38292239
March 1998......... 99.25821466 November 2003...... 77.20011488 July 2009.......... 42.70244790
April 1998......... 98.82904840 December 2003...... 77.07377683 August 2009........ 42.02200639
May 1998........... 98.36115029 January 2004....... 76.94670178 September 2009..... 41.34161389
June 1998.......... 97.85463291 February 2004...... 76.81888547 October 2009....... 40.66128570
July 1998.......... 97.30962866 March 2004......... 76.69032358 November 2009...... 39.98103619
August 1998........ 96.72628971 April 2004......... 76.56101171 December 2009...... 39.30087906
September 1998..... 96.10478777 May 2004........... 76.43094554 January 2010....... 38.62082721
October 1998....... 95.44531424 June 2004.......... 76.30012067 February 2010...... 37.94089283
November 1998...... 94.74807994 July 2004.......... 76.16853263 March 2010......... 37.26108736
December 1998...... 94.01333683 August 2004........ 76.02631357 April 2010......... 36.58142155
January 1999....... 93.24133404 September 2004..... 75.86405009 May 2010........... 35.90190544
February 1999...... 92.43233970 October 2004....... 75.68230789 June 2010.......... 35.22254846
March 1999......... 91.58664092 November 2004...... 75.48163884 July 2010.......... 34.54335931
April 1999......... 90.70454359 December 2004...... 75.26258111 August 2010........ 33.86434611
May 1999........... 89.78637209 January 2005....... 75.02565970 September 2010..... 33.18551630
June 1999.......... 88.83246918 February 2005...... 74.68252364 October 2010....... 32.50687673
July 1999.......... 87.84319576 March 2005......... 74.32533855 November 2010...... 31.82843368
August 1999........ 86.81893057 April 2005......... 73.95453699 December 2010...... 31.15019280
September 1999..... 85.76006993 May 2005........... 73.57054034 January 2011....... 30.47215923
October 1999....... 84.66707303 June 2005.......... 73.17375896 February 2011...... 29.79433747
November 1999...... 83.54036986 July 2005.......... 72.76459253 March 2011......... 29.11673157
December 1999...... 82.38045606 August 2005........ 72.34343031 April 2011......... 28.43934496
January 2000....... 82.28433664 September 2005..... 71.91065132 May 2011........... 27.76218061
February 2000...... 82.18765654 October 2005....... 71.46662467 June 2011.......... 27.08524098
March 2000......... 82.09041246 November 2005...... 71.01170972 July 2011.......... 26.40852799
April 2000......... 81.99260112 December 2005...... 70.54625639 August 2011........ 25.73204314
May 2000........... 81.89421922 January 2006....... 70.07060530 September 2011..... 25.05578739
June 2000.......... 81.79526344 February 2006...... 69.51452612 October 2011....... 24.37976129
July 2000.......... 81.69573040 March 2006......... 68.95208085 November 2011...... 23.70396491
August 2000........ 81.59561677 April 2006......... 68.38349756 December 2011...... 23.02839790
September 2000..... 81.49491913 May 2006........... 67.80899782 January 2012....... 22.35305947
October 2000....... 81.39363407 June 2006.......... 67.22879688 February 2012...... 21.67794837
November 2000...... 81.29175821 July 2006.......... 66.64310384 March 2012......... 21.00306303
December 2000...... 81.18928805 August 2006........ 66.05212185 April 2012......... 20.32840137
January 2001....... 81.08622018 September 2006..... 65.45604813 May 2012........... 19.65396102
February 2001...... 80.98255106 October 2006....... 64.85507424 June 2012.......... 18.97973914
March 2001......... 80.87827719 November 2006...... 64.24938619 July 2012.......... 18.30573256
April 2001......... 80.77339507 December 2006...... 63.63916456 August 2012........ 17.63193774
May 2001........... 80.66790113 January 2007....... 63.02458463 September 2012..... 16.95835076
June 2001.......... 80.56179183 February 2007...... 62.35457980 October 2012....... 16.28496736
July 2001.......... 80.45506355 March 2007......... 61.68368603 November 2012...... 15.61178296
August 2001........ 80.34771268 April 2007......... 61.01195355 December 2012...... 14.93879264
September 2001..... 80.23973560 May 2007........... 60.33943097 January 2013....... 14.26599110
October 2001....... 80.13112865 June 2007.......... 59.66616537 February 2013...... 13.59337275
November 2001...... 80.02188815 July 2007.......... 58.99220223 March 2013......... 12.92093175
December 2001...... 79.91201044 August 2007........ 58.31758556 April 2013......... 12.24866186
January 2002....... 79.80149175 September 2007..... 57.64235794 May 2013........... 11.57655659
February 2002...... 79.69032840 October 2007....... 56.96656046 June 2013.......... 10.90460913
March 2002......... 79.57851657 November 2007...... 56.29023287 July 2013.......... 10.23281242
April 2002......... 79.46605252 December 2007...... 55.61341348 August 2013........ 9.56115911
May 2002........... 79.35293242 January 2008....... 54.93613937 September 2013..... 8.88964152
June 2002.......... 79.23915245 February 2008...... 54.25844622 October 2013....... 8.21825179
July 2002.......... 79.12470877 March 2008......... 53.58036851 November 2013...... 7.54698176
August 2002........ 79.00959750 April 2008......... 52.90193945 December 2013...... 6.87582298
September 2002..... 78.89381475 May 2008........... 52.22319103 January 2014....... 6.20476678
October 2002....... 78.77735661 June 2008.......... 51.54415407 February 2014...... 5.53380428
November 2002...... 78.66021912 July 2008.......... 50.86485824 March 2014......... 4.86292628
December 2002...... 78.54239832 August 2008........ 50.18533209 April 2014......... 4.19212339
January 2003....... 78.42389023 September 2008..... 49.50560300 May 2014........... 3.52138602
February 2003...... 78.30469086 October 2008....... 48.82569737 June 2014.......... 2.85070430
March 2003......... 78.18479615 November 2008...... 48.14564046 July 2014.......... 2.18006814
April 2003......... 78.06420206 December 2008...... 47.46545658 August 2014........ 1.50946731
May 2003........... 77.94290450 January 2009....... 46.78516897 September 2014..... 0.83826893
June 2003.......... 77.82089937 February 2009...... 46.10479994 October 2014....... 0.15404890
July 2003.......... 77.69818255 March 2009......... 45.42437084 November 2014......
August 2003........ 77.57474987 April 2009......... 44.74390203 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-5 Certificates
Schedule II
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% April 2002......... 42.10047908% July 2006.......... 18.51874398%
February 1998...... 99.64855621 May 2002........... 41.27670120 August 2006........ 18.09008412
March 1998......... 99.25821466 June 2002.......... 40.47329263 September 2006..... 17.66277523
April 1998......... 98.82904840 July 2002.......... 39.68992233 October 2006....... 17.23688961
May 1998........... 98.36115029 August 2002........ 38.92626407 November 2006...... 16.81249602
June 1998.......... 97.85463291 September 2002..... 38.18199617 December 2006...... 16.38965964
July 1998.......... 97.30962866 October 2002....... 37.45680156 January 2007....... 15.96844231
August 1998........ 96.72628971 November 2002...... 36.75036765 February 2007...... 15.52915844
September 1998..... 96.10478777 December 2002...... 36.06238633 March 2007......... 15.09345622
October 1998....... 95.44531424 January 2003....... 35.39255384 April 2007......... 14.66130729
November 1998...... 94.74807994 February 2003...... 34.82349360 May 2007........... 14.23268279
December 1998...... 94.01333683 March 2003......... 34.27133758 June 2007.......... 13.80755368
January 1999....... 93.24133404 April 2003......... 33.73579667 July 2007.......... 13.38589055
February 1999...... 92.43233970 May 2003........... 33.21658586 August 2007........ 12.96766367
March 1999......... 91.58664092 June 2003.......... 32.71342423 September 2007..... 12.55284316
April 1999......... 90.70454359 July 2003.......... 32.22603490 October 2007....... 12.14139881
May 1999........... 89.20943686 August 2003........ 31.75414490 November 2007...... 11.73330018
June 1999.......... 87.30209061 September 2003..... 31.29748522 December 2007...... 11.32851665
July 1999.......... 85.31678265 October 2003....... 30.85579068 January 2008....... 10.92701739
August 1999........ 83.25553493 November 2003...... 30.42879988 February 2008...... 10.52877138
September 1999..... 81.12046565 December 2003...... 30.01625521 March 2008......... 10.13374744
October 1999....... 78.91389714 January 2004....... 29.61790274 April 2008......... 9.74191424
November 1999...... 76.63812466 February 2004...... 29.25896381 May 2008........... 9.35324031
December 1999...... 74.29564778 March 2004......... 28.91332106 June 2008.......... 8.96769408
January 2000....... 72.98564171 April 2004......... 28.58073466 July 2008.......... 8.58524381
February 2000...... 71.64648897 May 2004........... 28.26096822 August 2008........ 8.20585770
March 2000......... 70.28099958 June 2004.......... 27.95378873 September 2008..... 7.82950386
April 2000......... 68.89661751 July 2004.......... 27.65896664 October 2008....... 7.45615033
May 2000........... 67.50087382 August 2004........ 27.36641223 November 2008...... 7.08576505
June 2000.......... 66.11094602 September 2004..... 27.06649360 December 2008...... 6.71831596
July 2000.......... 64.74490767 October 2004....... 26.75956127 January 2009....... 6.35377094
August 2000........ 63.40785288 November 2004...... 26.44595501 February 2009...... 5.99209778
September 2000..... 62.09932888 December 2004...... 26.12600422 March 2009......... 5.63326434
October 2000....... 60.81888932 January 2005....... 25.80002812 April 2009......... 5.27723840
November 2000...... 59.56609406 February 2005...... 25.42523725 May 2009........... 4.92398777
December 2000...... 58.34050920 March 2005......... 25.04683014 June 2009.......... 4.57348023
January 2001....... 57.14170702 April 2005......... 24.66505516 July 2009.......... 4.22568360
February 2001...... 55.96926573 May 2005........... 24.28015235 August 2009........ 3.88056572
March 2001......... 54.82276957 June 2005.......... 23.89235353 September 2009..... 3.53809446
April 2001......... 53.70180859 July 2005.......... 23.50188268 October 2009....... 3.19823771
May 2001........... 52.60597868 August 2005........ 23.10895596 November 2009...... 2.86096341
June 2001.......... 51.53488141 September 2005..... 22.71378207 December 2009...... 2.52623954
July 2001.......... 50.48812401 October 2005....... 22.31656243 January 2010....... 2.19403420
August 2001........ 49.46531923 November 2005...... 21.91749132 February 2010...... 1.86431544
September 2001..... 48.46608528 December 2005...... 21.51675611 March 2010......... 1.53705146
October 2001....... 47.49004582 January 2006....... 21.11453751 April 2010......... 1.21221055
November 2001...... 46.53682983 February 2006...... 20.67950825 May 2010........... 0.88976102
December 2001...... 45.60607151 March 2006......... 20.24531334 June 2010.......... 0.56967128
January 2002....... 44.69741025 April 2006......... 19.81204936 July 2010.......... 0.25190989
February 2002...... 43.81049057 May 2006........... 19.37980851 August 2010
March 2002......... 42.94496202 June 2006.......... 18.94867875 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-6 Certificates
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998...... 100.00000000% May 2003.......... 68.48278543% September 2008.... 38.50739444%
February 1998..... 99.63616443 June 2003......... 68.25636377 October 2008...... 37.86393446
March 1998........ 99.22486582 July 2003......... 68.03169867 November 2008..... 37.22137488
April 1998........ 98.76619602 August 2003....... 67.80876429 December 2008..... 36.57973072
May 1998.......... 98.26027704 September 2003.... 67.58753491 January 2009...... 35.93901620
June 1998......... 97.70726106 October 2003...... 67.36798506 February 2009..... 35.29924465
July 1998......... 97.10733049 November 2003..... 67.15008937 March 2009........ 34.66042846
August 1998....... 96.46069770 December 2003..... 66.93382261 April 2009........ 34.02257934
September 1998.... 95.76760519 January 2004...... 66.71915973 May 2009.......... 33.38570802
October 1998...... 95.02832517 February 2004..... 66.51019942 June 2009......... 32.74982449
November 1998..... 94.24315965 March 2004........ 66.30274918 July 2009......... 32.11493803
December 1998..... 93.41246706 April 2004........ 66.09678464 August 2009....... 31.48105710
January 1999...... 92.53660749 May 2004.......... 65.89228145 September 2009.... 30.84818944
February 1999..... 91.61597029 June 2004......... 65.68921545 October 2009...... 30.21634203
March 1999........ 90.65097336 July 2004......... 65.48756268 November 2009..... 29.58552127
April 1999........ 89.64206302 August 2004....... 65.27759411 December 2009..... 28.95573269
May 1999.......... 88.58971373 September 2004.... 65.05002803 January 2010...... 28.32698133
June 1999......... 87.49442758 October 2004...... 64.80540195 February 2010..... 27.69927150
July 1999......... 86.35673387 November 2004..... 64.54423987 March 2010........ 27.07260686
August 1999....... 85.17718881 December 2004..... 64.26705249 April 2010........ 26.44699052
September 1999.... 83.95637484 January 2005...... 63.97433771 May 2010.......... 25.82242490
October 1999...... 82.69495603 February 2005..... 63.58681484 June 2010......... 25.19891193
November 1999..... 81.39356495 March 2005........ 63.18736897 July 2010......... 24.57645288
December 1999..... 80.05291873 April 2005........ 62.77640824 August 2010....... 23.95504859
January 2000...... 79.75267316 May 2005.......... 62.35433003 September 2010.... 23.33469917
February 2000..... 79.44590153 June 2005......... 61.92152098 October 2010...... 22.71540438
March 2000........ 79.13296203 July 2005......... 61.47835739 November 2010..... 22.09716334
April 2000........ 78.81499207 August 2005....... 61.02520542 December 2010..... 21.47997474
May 2000.......... 78.49316095 September 2005.... 60.56242137 January 2011...... 20.86383679
June 2000......... 78.17027889 October 2005...... 60.09035185 February 2011..... 20.24874717
July 2000......... 77.84935848 November 2005..... 59.60933406 March 2011........ 19.63470307
August 2000....... 77.53128455 December 2005..... 59.11969606 April 2011........ 19.02170135
September 2000.... 77.21602480 January 2006...... 58.62175694 May 2011.......... 18.40973836
October 2000...... 76.90354708 February 2006..... 58.05331019 June 2011......... 17.79880994
November 2000..... 76.59381959 March 2006........ 57.48016216 July 2011......... 17.18891160
December 2000..... 76.28681061 April 2006........ 56.90252303 August 2011....... 16.58003847
January 2001...... 75.98248867 May 2006.......... 56.32059671 September 2011.... 15.97218528
February 2001..... 75.68082248 June 2006......... 55.73458102 October 2011...... 15.36534623
March 2001........ 75.38178107 July 2006......... 55.14466783 November 2011..... 14.75951527
April 2001........ 75.08533352 August 2006....... 54.55104326 December 2011..... 14.15468604
May 2001.......... 74.79144919 September 2006.... 53.95388777 January 2012...... 13.55085164
June 2001......... 74.50009763 October 2006...... 53.35337640 February 2012..... 12.94800499
July 2001......... 74.21124864 November 2006..... 52.74967874 March 2012........ 12.34613858
August 2001....... 73.92487207 December 2006..... 52.14295926 April 2012........ 11.74524457
September 2001.... 73.64093820 January 2007...... 51.53337732 May 2012.......... 11.14531480
October 2001...... 73.35941726 February 2007..... 50.87669330 June 2012......... 10.54634090
November 2001..... 73.08027981 March 2007........ 50.22037837 July 2012......... 9.94831405
December 2001..... 72.80349656 April 2007........ 49.56447134 August 2012....... 9.35122518
January 2002...... 72.52903839 May 2007.......... 48.90900957 September 2012.... 8.75506495
February 2002..... 72.25687648 June 2007......... 48.25402891 October 2012...... 8.15982374
March 2002........ 71.98698204 July 2007......... 47.59956377 November 2012..... 7.56549161
April 2002........ 71.71932655 August 2007....... 46.94564727 December 2012..... 6.97205840
May 2002.......... 71.45388164 September 2007.... 46.29231111 January 2013...... 6.37951368
June 2002......... 71.19061912 October 2007...... 45.63958568 February 2013..... 5.78784673
July 2002......... 70.92951103 November 2007..... 44.98750021 March 2013........ 5.19704661
August 2002....... 70.67052958 December 2007..... 44.33608249 April 2013........ 4.60710216
September 2002.... 70.41364706 January 2008...... 43.68535923 May 2013.......... 4.01800197
October 2002...... 70.15883599 February 2008..... 43.03535592 June 2013......... 3.42973437
November 2002..... 69.90606914 March 2008........ 42.38609684 July 2013......... 2.84228745
December 2002..... 69.65531938 April 2008........ 41.73760519 August 2013....... 2.25564916
January 2003...... 69.40655966 May 2008.......... 41.08990308 September 2013.... 1.66980721
February 2003..... 69.17285034 June 2008......... 40.44301150 October 2013...... 1.08474906
March 2003........ 68.94100248 July 2008......... 39.79695041 November 2013..... 0.50046203
April 2003........ 68.71098964 August 2008....... 39.15173873 December 2013
and thereafter. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-6 Certificates
Schedule II
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998...... 100.00000000% August 2003....... 30.68719892% March 2009........ 10.96547676%
February 1998..... 99.63616443 September 2003.... 30.26838277 April 2009........ 10.72635689
March 1998........ 99.22486582 October 2003...... 29.86697172 May 2009.......... 10.49003130
April 1998........ 98.76619602 November 2003..... 29.48264005 June 2009......... 10.25646727
May 1998.......... 98.26027704 December 2003..... 29.11506721 July 2009......... 10.02563233
June 1998......... 97.70726106 January 2004...... 28.76393790 August 2009....... 9.79749413
July 1998......... 97.10733049 February 2004..... 28.45825946 September 2009.... 9.57202043
August 1998....... 96.46069770 March 2004........ 28.16791890 October 2009...... 9.34917928
September 1998.... 95.76760519 April 2004........ 27.89262004 November 2009..... 9.12893887
October 1998...... 95.02832517 May 2004.......... 27.63207158 December 2009..... 8.91126764
November 1998..... 94.24315965 June 2004......... 27.38598691 January 2010...... 8.69613414
December 1998..... 93.41246706 July 2004......... 27.15408391 February 2010..... 8.48350722
January 1999...... 92.53660749 August 2004....... 26.92638005 March 2010........ 8.27335584
February 1999..... 91.61597029 September 2004.... 26.69334438 April 2010........ 8.06564920
March 1999........ 90.65097336 October 2004...... 26.45526936 May 2010.......... 7.86035672
April 1999........ 89.64206302 November 2004..... 26.21243824 June 2010......... 7.65744806
May 1999.......... 88.58971373 December 2004..... 25.96512507 July 2010......... 7.45689305
June 1999......... 87.49442758 January 2005...... 25.71359524 August 2010....... 7.25866174
July 1999......... 86.35673387 February 2005..... 25.42295905 September 2010.... 7.06272443
August 1999....... 85.17718881 March 2005........ 25.13014286 October 2010...... 6.86905152
September 1999.... 82.94533733 April 2005........ 24.83534992 November 2010..... 6.67761383
October 1999...... 80.62165562 May 2005.......... 24.53877633 December 2010..... 6.48838223
November 1999..... 78.22558068 June 2005......... 24.24061106 January 2011...... 6.30132793
December 1999..... 75.76003550 July 2005......... 23.94103629 February 2011..... 6.11642225
January 2000...... 74.30704880 August 2005....... 23.64022757 March 2011........ 5.93363686
February 2000..... 72.82262310 September 2005.... 23.33835399 April 2011........ 5.75294361
March 2000........ 71.31011693 October 2005...... 23.03557838 May 2011.......... 5.57431447
April 2000........ 69.77818067 November 2005..... 22.73205740 June 2011......... 5.39772183
May 2000.......... 68.23553801 December 2005..... 22.42794197 July 2011......... 5.22313812
June 2000......... 66.70190434 January 2006...... 22.12337715 August 2011....... 5.05053621
July 2000......... 65.19794407 February 2006..... 21.79319523 September 2011.... 4.87988898
August 2000....... 63.72941667 March 2006........ 21.46450680 October 2011...... 4.71116967
September 2000.... 62.29572329 April 2006........ 21.13738365 November 2011..... 4.54435172
October 2000...... 60.89627457 May 2006.......... 20.81189410 December 2011..... 4.37940883
November 2000..... 59.53049027 June 2006......... 20.48810279 January 2012...... 4.21631489
December 2000..... 58.19779915 July 2006......... 20.16607112 February 2012..... 4.05504401
January 2001...... 56.89763900 August 2006....... 19.84585709 March 2012........ 3.89557061
February 2001..... 55.62945616 September 2006.... 19.52751557 April 2012........ 3.73786922
March 2001........ 54.39270584 October 2006...... 19.21109839 May 2012.......... 3.58191470
April 2001........ 53.18685156 November 2006..... 18.89665436 June 2012......... 3.42768209
May 2001.......... 52.01136532 December 2006..... 18.58422942 July 2012......... 3.27514668
June 2001......... 50.86572732 January 2007...... 18.27386674 August 2012....... 3.12428401
July 2001......... 49.74942590 February 2007..... 17.95018595 September 2012.... 2.97506977
August 2001....... 48.66195741 March 2007........ 17.63019006 October 2012...... 2.82747999
September 2001.... 47.60282605 April 2007........ 17.31384442 November 2012..... 2.68149081
October 2001...... 46.57154376 May 2007.......... 17.00111412 December 2012..... 2.53707867
November 2001..... 45.56763015 June 2007......... 16.69196442 January 2013...... 2.39422023
December 2001..... 44.59061232 July 2007......... 16.38636037 February 2013..... 2.25289234
January 2002...... 43.64002484 August 2007....... 16.08426718 March 2013........ 2.11307208
February 2002..... 42.71540950 September 2007.... 15.78564995 April 2013........ 1.97473685
March 2002........ 41.81631531 October 2007...... 15.49047382 May 2013.......... 1.83786410
April 2002........ 40.94229836 November 2007..... 15.19870395 June 2013......... 1.70243161
May 2002.......... 40.09292167 December 2007..... 14.91030561 July 2013......... 1.56841743
June 2002......... 39.26775514 January 2008...... 14.62524406 August 2013....... 1.43579966
July 2002......... 38.46637543 February 2008..... 14.34348456 September 2013.... 1.30455677
August 2002....... 37.68836586 March 2008........ 14.06499249 October 2013...... 1.17466741
September 2002.... 36.93331631 April 2008........ 13.78973336 November 2013..... 1.04611039
October 2002...... 36.20082307 May 2008.......... 13.51767269 December 2013..... 0.91886477
November 2002..... 35.49048884 June 2008......... 13.24877612 January 2014...... 0.79290988
December 2002..... 34.80192246 July 2008......... 12.98300936 February 2014..... 0.66822514
January 2003...... 34.13473911 August 2008....... 12.72033830 March 2014........ 0.54479026
February 2003..... 33.58451523 September 2008.... 12.46072883 April 2014........ 0.42258517
March 2003........ 33.05412839 October 2008...... 12.20414714 May 2014.......... 0.30158996
April 2003........ 32.54321423 November 2008..... 11.95055933 June 2014......... 0.18178497
May 2003.......... 32.05141428 December 2008..... 11.69993186 July 2014......... 0.06315071
June 2003......... 31.57837564 January 2009...... 11.45223114 August 2014
July 2003......... 31.12375111 February 2009..... 11.20742385 and thereafter. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-7A Certificates
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% November 2003...... 69.46267815% September 2009..... 36.27217889%
February 1998...... 99.66252273 December 2003...... 69.27682038 October 2009....... 35.69456232
March 1998......... 99.27899707 January 2004....... 69.09266422 November 2009...... 35.11815689
April 1998......... 98.84951466 February 2004...... 68.91419501 December 2009...... 34.54297067
May 1998........... 98.37419282 March 2004......... 68.73733798 January 2010....... 33.96900880
June 1998.......... 97.85318182 April 2004......... 68.56206965 February 2010...... 33.39627713
July 1998.......... 97.28665836 May 2004........... 68.38836730 March 2010......... 32.82478079
August 1998........ 96.67482991 June 2004.......... 68.21620968 April 2010......... 32.25452346
September 1998..... 96.01793255 July 2004.......... 68.04557258 May 2010........... 31.68550880
October 1998....... 95.31623167 August 2004........ 67.86699927 June 2010.......... 31.11773974
November 1998...... 94.57002126 September 2004..... 67.67146774 July 2010.......... 30.55121994
December 1998...... 93.77965029 October 2004....... 67.45950000 August 2010........ 29.98595015
January 1999....... 92.94547067 November 2004...... 67.23160777 September 2010..... 29.42193328
February 1999...... 92.06785924 December 2004...... 66.98828812 October 2010....... 28.85916935
March 1999......... 91.14722434 January 2005....... 66.73002566 November 2010...... 28.29765836
April 1999......... 90.18400073 February 2005...... 66.37974633 December 2010...... 27.73740176
May 1999........... 89.17864956 March 2005......... 66.01803079 January 2011....... 27.17839809
June 1999.......... 88.13165909 April 2005......... 65.64527566 February 2011...... 26.62064736
July 1999.......... 87.04354619 May 2005........... 65.26186877 March 2011......... 26.06414736
August 1999........ 85.91485044 June 2005.......... 64.86818695 April 2011......... 25.50889663
September 1999..... 84.74613930 July 2005.......... 64.46459604 May 2011........... 24.95489370
October 1999....... 83.53805938 August 2005........ 64.05145455 June 2011.......... 24.40213490
November 1999...... 82.29122581 September 2005..... 63.62910777 July 2011.......... 23.85061730
December 1999...... 81.00633578 October 2005....... 63.19789589 August 2011........ 23.30033798
January 2000....... 80.73300220 November 2005...... 62.75814589 September 2011..... 22.75129399
February 2000...... 80.45343255 December 2005...... 62.31017815 October 2011....... 22.20347947
March 2000......... 80.16797581 January 2006....... 61.85430352 November 2011...... 21.65689150
April 2000......... 79.87773754 February 2006...... 61.33004839 December 2011...... 21.11152346
May 2000........... 79.58385557 March 2006......... 60.80138783 January 2012....... 20.56737243
June 2000.......... 79.28906305 April 2006......... 60.26852859 February 2012...... 20.02443109
July 2000.......... 78.99628886 May 2006........... 59.73166789 March 2012......... 19.48269501
August 2000........ 78.70639443 June 2006.......... 59.19100073 April 2012......... 18.94215616
September 2000..... 78.41934824 July 2006.......... 58.64671334 May 2012........... 18.40281012
October 2000....... 78.13512023 August 2006........ 58.09898827 June 2012.......... 17.86464956
November 2000...... 77.85367962 September 2006..... 57.54800293 July 2012.......... 17.32766642
December 2000...... 77.57499707 October 2006....... 56.99392669 August 2012........ 16.79185484
January 2001....... 77.29904179 November 2006...... 56.43692595 September 2012..... 16.25720601
February 2001...... 77.02578519 December 2006...... 55.87716202 October 2012....... 15.72371334
March 2001......... 76.75519648 January 2007....... 55.31479106 November 2012...... 15.19136730
April 2001......... 76.48724633 February 2007...... 54.70680499 December 2012...... 14.66016129
May 2001........... 76.22190689 March 2007......... 54.09935557 January 2013....... 14.13008504
June 2001.......... 75.95914883 April 2007......... 53.49248094 February 2013...... 13.60112977
July 2001.......... 75.69894282 May 2007........... 52.88621848 March 2013......... 13.07328812
August 2001........ 75.44126026 June 2007.......... 52.28060484 April 2013......... 12.54654912
September 2001..... 75.18607405 July 2007.......... 51.67567375 May 2013........... 12.02090396
October 2001....... 74.93335484 August 2007........ 51.07145894 June 2013.......... 11.49634238
November 2001...... 74.68307478 September 2007..... 50.46799194 July 2013.......... 10.97285484
December 2001...... 74.43520674 October 2007....... 49.86530352 August 2013........ 10.45043109
January 2002....... 74.18972287 November 2007...... 49.26342302 September 2013..... 9.92906158
February 2002...... 73.94659604 December 2007...... 48.66237830 October 2013....... 9.40873460
March 2002......... 73.70579839 January 2008....... 48.06219795 November 2013...... 8.88943988
April 2002......... 73.46730352 February 2008...... 47.46290616 December 2013...... 8.37116642
May 2002........... 73.23108431 March 2008......... 46.86452786 January 2014....... 7.85390323
June 2002.......... 72.99711364 April 2008......... 46.26708724 February 2014...... 7.33763930
July 2002.......... 72.76536584 May 2008........... 45.67060704 March 2014......... 6.82236290
August 2002........ 72.53581525 June 2008.......... 45.07510777 April 2014......... 6.30806305
September 2002..... 72.30843402 July 2008.......... 44.48061144 May 2014........... 5.79472654
October 2002....... 72.08319721 August 2008........ 43.88713636 June 2014.......... 5.28234311
November 2002...... 71.86007845 September 2008..... 43.29470161 July 2014.......... 4.77090029
December 2002...... 71.63905279 October 2008....... 42.70332478 August 2014........ 4.26038563
January 2003....... 71.42009457 November 2008...... 42.11302273 September 2014..... 3.75019135
February 2003...... 71.21590176 December 2008...... 41.52381158 October 2014....... 3.22843109
March 2003......... 71.01365249 January 2009....... 40.93570528 November 2014...... 2.70788636
April 2003......... 70.81332185 February 2009...... 40.34871848 December 2014...... 2.18853666
May 2003........... 70.61488563 March 2009......... 39.76286510 January 2015....... 1.67036217
June 2003.......... 70.41831965 April 2009......... 39.17815689 February 2015...... 1.15334164
July 2003.......... 70.22359751 May 2009........... 38.59460557 March 2015......... 0.63745528
August 2003........ 70.03069721 June 2009.......... 38.01222214 April 2015......... 0.12268255
September 2003..... 69.83959311 July 2009.......... 37.43101686 May 2015
October 2003....... 69.65026100 August 2009........ 36.85100000 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-7A Certificates
Schedule II
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% November 2002...... 38.13604545% September 2007..... 16.18575073%
February 1998...... 99.66252273 December 2002...... 37.49533578 October 2007....... 15.81654765
March 1998......... 99.27899707 January 2003....... 36.87208871 November 2007...... 15.45068622
April 1998......... 98.84951466 February 2003...... 36.34533871 December 2007...... 15.08813930
May 1998........... 98.37419282 March 2003......... 35.83486217 January 2008....... 14.72887830
June 1998.......... 97.85318182 April 2003......... 35.34038196 February 2008...... 14.37287317
July 1998.......... 97.28665836 May 2003........... 34.86162683 March 2008......... 14.02009604
August 1998........ 96.67482991 June 2003.......... 34.39832771 April 2008......... 13.67051760
September 1998..... 96.01793255 July 2003.......... 33.95022141 May 2008........... 13.32410850
October 1998....... 95.31623167 August 2003........ 33.51704692 June 2008.......... 12.98083871
November 1998...... 94.57002126 September 2003..... 33.09854765 July 2008.......... 12.64067962
December 1998...... 93.77965029 October 2003....... 32.69447067 August 2008........ 12.30360191
January 1999....... 92.94547067 November 2003...... 32.30456598 September 2008..... 11.96957478
February 1999...... 92.06785924 December 2003...... 31.92858871 October 2008....... 11.63856965
March 1999......... 91.06164076 January 2004....... 31.56629619 November 2008...... 11.31055645
April 1999......... 89.40516496 February 2004...... 31.24181452 December 2008...... 10.98550513
May 1999........... 87.67061290 March 2004......... 30.93016129 January 2009....... 10.66338563
June 1999.......... 85.85972434 April 2004......... 30.63110850 February 2009...... 10.34416862
July 1999.......... 83.97433944 May 2004........... 30.34443035 March 2009......... 10.02782405
August 1999........ 82.01639296 June 2004.......... 30.06990469 April 2009......... 9.71432258
September 1999..... 79.98791129 July 2004.......... 29.80731232 May 2009........... 9.40363270
October 1999....... 77.89111584 August 2004........ 29.54700220 June 2009.......... 9.09572654
November 1999...... 75.72820381 September 2004..... 29.27976173 July 2009.......... 8.79057258
December 1999...... 73.50156598 October 2004....... 29.00592669 August 2009........ 8.48814223
January 2000....... 72.26264223 November 2004...... 28.72582331 September 2009..... 8.18840469
February 2000...... 70.99592009 December 2004...... 28.43976686 October 2009....... 7.89133065
March 2000......... 69.70408871 January 2005....... 28.14806305 November 2009...... 7.59689076
April 2000......... 68.39426833 February 2005...... 27.80978152 December 2009...... 7.30505425
May 2000........... 67.07366422 March 2005......... 27.46815982 January 2010....... 7.01579252
June 2000.......... 65.75870821 April 2005......... 27.12343475 February 2010...... 6.72907625
July 2000.......... 64.46668915 May 2005........... 26.77583651 March 2010......... 6.44487537
August 2000........ 63.20248094 June 2005.......... 26.42558871 April 2010......... 6.16315982
September 2000..... 61.96565029 July 2005.......... 26.07290616 May 2010........... 5.88390176
October 2000....... 60.75577126 August 2005........ 25.71799487 June 2010.......... 5.60707111
November 2000...... 59.57242302 September 2005..... 25.36105718 July 2010.......... 5.33263930
December 2000...... 58.41519208 October 2005....... 25.00228519 August 2010........ 5.06057625
January 2001....... 57.28366789 November 2005...... 24.64186584 September 2010..... 4.79085411
February 2001...... 56.17744868 December 2005...... 24.27997874 October 2010....... 4.52344355
March 2001......... 55.09613783 January 2006....... 23.91679765 November 2010...... 4.25831598
April 2001......... 54.03934238 February 2006...... 23.52235704 December 2010...... 3.99544282
May 2001........... 53.00667669 March 2006......... 23.12884091 January 2011....... 3.73479545
June 2001.......... 51.99776100 April 2006......... 22.73634238 February 2011...... 3.47634604
July 2001.......... 51.01221921 May 2006........... 22.34495088 March 2011......... 3.22006598
August 2001........ 50.04968109 June 2006.......... 21.95475147 April 2011......... 2.96592669
September 2001..... 49.10978299 July 2006.......... 21.56582405 May 2011........... 2.71390103
October 2001....... 48.19216569 August 2006........ 21.17824633 June 2011.......... 2.46396114
November 2001...... 47.29647361 September 2006..... 20.79209238 July 2011.......... 2.21607845
December 2001...... 46.42235777 October 2006....... 20.40743182 August 2011........ 1.97022654
January 2002....... 45.56947434 November 2006...... 20.02433065 September 2011..... 1.72637683
February 2002...... 44.73748314 December 2006...... 19.64285264 October 2011....... 1.48450293
March 2002......... 43.92605059 January 2007....... 19.26305718 November 2011...... 1.24457771
April 2002......... 43.13484531 February 2007...... 18.86611510 December 2011...... 1.00657331
May 2002........... 42.36354252 March 2007......... 18.47273460 January 2012....... 0.77046408
June 2002.......... 41.61182185 April 2007......... 18.08289003 February 2012...... 0.53622287
July 2002.......... 40.87936730 May 2007........... 17.69655352 March 2012......... 0.30382331
August 2002........ 40.16586804 June 2007.......... 17.31369941 April 2012......... 0.07323827
September 2002..... 39.47101540 July 2007.......... 16.93429912 May 2012
October 2002....... 38.79450733 August 2007........ 16.55832551 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-7B Certificates
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% June 2003.......... 68.25636388% October 2008....... 37.86393454%
February 1998...... 99.63616448 July 2003.......... 68.03169856 November 2008...... 37.22137496
March 1998......... 99.22486573 August 2003........ 67.80876435 December 2008...... 36.57973078
April 1998......... 98.76619604 September 2003..... 67.58753508 January 2009....... 35.93901611
May 1998........... 98.26027694 October 2003....... 67.36798523 February 2009...... 35.29924471
June 1998.......... 97.70726116 November 2003...... 67.15008929 March 2009......... 34.66042833
July 1998.......... 97.10733065 December 2003...... 66.93382276 April 2009......... 34.02257939
August 1998........ 96.46069755 January 2004....... 66.71915979 May 2009........... 33.38570796
September 1998..... 95.76760524 February 2004...... 66.51019940 June 2009.......... 32.74982444
October 1998....... 95.02832528 March 2004......... 66.30274924 July 2009.......... 32.11493790
November 1998...... 94.24315979 April 2004......... 66.09678449 August 2009........ 31.48105707
December 1998...... 93.41246694 May 2004........... 65.89228130 September 2009..... 30.84818933
January 1999....... 92.53660759 June 2004.......... 65.68921551 October 2009....... 30.21634206
February 1999...... 91.61597046 July 2004.......... 65.48756260 November 2009...... 29.58552132
March 1999......... 90.65097348 August 2004........ 65.27759416 December 2009...... 28.95573280
April 1999......... 89.64206311 September 2004..... 65.05002786 January 2010....... 28.32698120
May 1999........... 88.58971366 October 2004....... 64.80540181 February 2010...... 27.69927157
June 1999.......... 87.49442766 November 2004...... 64.54424001 March 2010......... 27.07260692
July 1999.......... 86.35673380 December 2004...... 64.26705237 April 2010......... 26.44699060
August 1999........ 85.17718865 January 2005....... 63.97433770 May 2010........... 25.82242497
September 1999..... 83.95637496 February 2005...... 63.58681470 June 2010.......... 25.19891205
October 1999....... 82.69495603 March 2005......... 63.18736892 July 2010.......... 24.57645284
November 1999...... 81.39356495 April 2005......... 62.77640819 August 2010........ 23.95504867
December 1999...... 80.05291876 May 2005........... 62.35432998 September 2010..... 23.33469923
January 2000....... 79.75267304 June 2005.......... 61.92152098 October 2010....... 22.71540450
February 2000...... 79.44590164 July 2005.......... 61.47835750 November 2010...... 22.09716348
March 2000......... 79.13296207 August 2005........ 61.02520544 December 2010...... 21.47997482
April 2000......... 78.81499194 September 2005..... 60.56242128 January 2011....... 20.86383686
May 2000........... 78.49316079 October 2005....... 60.09035180 February 2011...... 20.24874723
June 2000.......... 78.17027895 November 2005...... 59.60933400 March 2011......... 19.63470292
July 2000.......... 77.84935851 December 2005...... 59.11969621 April 2011......... 19.02170124
August 2000........ 77.53128466 January 2006....... 58.62175697 May 2011........... 18.40973850
September 2000..... 77.21602484 February 2006...... 58.05331017 June 2011.......... 17.79881000
October 2000....... 76.90354716 March 2006......... 57.48016213 July 2011.......... 17.18891172
November 2000...... 76.59381974 April 2006......... 56.90252299 August 2011........ 16.58003860
December 2000...... 76.28681067 May 2006........... 56.32059684 September 2011..... 15.97218530
January 2001....... 75.98248875 June 2006.......... 55.73458107 October 2011....... 15.36534609
February 2001...... 75.68082242 July 2006.......... 55.14466767 November 2011...... 14.75951527
March 2001......... 75.38178113 August 2006........ 54.55104330 December 2011...... 14.15468614
April 2001......... 75.08533333 September 2006..... 53.95388788 January 2012....... 13.55085163
May 2001........... 74.79144914 October 2006....... 53.35337630 February 2012...... 12.94800504
June 2001.......... 74.50009768 November 2006...... 52.74967875 March 2012......... 12.34613864
July 2001.......... 74.21124874 December 2006...... 52.14295938 April 2012......... 11.74524471
August 2001........ 73.92487210 January 2007....... 51.53337731 May 2012........... 11.14531487
September 2001..... 73.64093823 February 2007...... 50.87669319 June 2012.......... 10.54634105
October 2001....... 73.35941725 March 2007......... 50.22037831 July 2012.......... 9.94831420
November 2001...... 73.08027996 April 2007......... 49.56447130 August 2012........ 9.35122524
December 2001...... 72.80349648 May 2007........... 48.90900973 September 2012..... 8.75506479
January 2002....... 72.52903827 June 2007.......... 48.25402887 October 2012....... 8.15982377
February 2002...... 72.25687647 July 2007.......... 47.59956361 November 2012...... 7.56549144
March 2002......... 71.98698187 August 2007........ 46.94564720 December 2012...... 6.97205841
April 2002......... 71.71932662 September 2007..... 46.29231118 January 2013....... 6.37951360
May 2002........... 71.45388150 October 2007....... 45.63958577 February 2013...... 5.78784659
June 2002.......... 71.19061900 November 2007...... 44.98750017 March 2013......... 5.19704666
July 2002.......... 70.92951091 December 2007...... 44.33608258 April 2013......... 4.60710205
August 2002........ 70.67052971 January 2008....... 43.68535918 May 2013........... 4.01800201
September 2002..... 70.41364720 February 2008...... 43.03535582 June 2013.......... 3.42973447
October 2002....... 70.15883585 March 2008......... 42.38609668 July 2013.......... 2.84228734
November 2002...... 69.90606915 April 2008......... 41.73760524 August 2013........ 2.25564921
December 2002...... 69.65531923 May 2008........... 41.08990299 September 2013..... 1.66980732
January 2003....... 69.40655958 June 2008.......... 40.44301141 October 2013....... 1.08474891
February 2003...... 69.17285029 July 2008.......... 39.79695032 November 2013...... 0.50046190
March 2003......... 68.94100235 August 2008........ 39.15173884 December 2013
April 2003......... 68.71098959 September 2008..... 38.50739443 and thereafter.. 0.00000000
May 2003........... 68.48278550
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-7B Certificates
Schedule II
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% August 2003........ 30.68719906% March 2009......... 10.96547667%
February 1998...... 99.63616448 September 2003..... 30.26838268 April 2009......... 10.72635683
March 1998......... 99.22486573 October 2003....... 29.86697180 May 2009........... 10.49003122
April 1998......... 98.76619604 November 2003...... 29.48264015 June 2009.......... 10.25646727
May 1998........... 98.26027694 December 2003...... 29.11506714 July 2009.......... 10.02563243
June 1998.......... 97.70726116 January 2004....... 28.76393790 August 2009........ 9.79749413
July 1998.......... 97.10733065 February 2004...... 28.45825948 September 2009..... 9.57202048
August 1998........ 96.46069755 March 2004......... 28.16791876 October 2009....... 9.34917925
September 1998..... 95.76760524 April 2004......... 27.89262001 November 2009...... 9.12893891
October 1998....... 95.02832528 May 2004........... 27.63207150 December 2009...... 8.91126754
November 1998...... 94.24315979 June 2004.......... 27.38598691 January 2010....... 8.69613427
December 1998...... 93.41246694 July 2004.......... 27.15408392 February 2010...... 8.48350722
January 1999....... 92.53660759 August 2004........ 26.92637999 March 2010......... 8.27335582
February 1999...... 91.61597046 September 2004..... 26.69334441 April 2010......... 8.06564921
March 1999......... 90.65097348 October 2004....... 26.45526922 May 2010........... 7.86035683
April 1999......... 89.64206311 November 2004...... 26.21243807 June 2010.......... 7.65744814
May 1999........... 88.58971366 December 2004...... 25.96512521 July 2010.......... 7.45689292
June 1999.......... 87.49442766 January 2005....... 25.71359517 August 2010........ 7.25866163
July 1999.......... 86.35673380 February 2005...... 25.42295905 September 2010..... 7.06272440
August 1999........ 85.17718865 March 2005......... 25.13014300 October 2010....... 6.86905170
September 1999..... 82.94533736 April 2005......... 24.83534978 November 2010...... 6.67761396
October 1999....... 80.62165559 May 2005........... 24.53877644 December 2010...... 6.48838234
November 1999...... 78.22558073 June 2005.......... 24.24061094 January 2011....... 6.30132796
December 1999...... 75.76003558 July 2005.......... 23.94103625 February 2011...... 6.11642229
January 2000....... 74.30704867 August 2005........ 23.64022759 March 2011......... 5.93363679
February 2000...... 72.82262303 September 2005..... 23.33835415 April 2011......... 5.75294361
March 2000......... 71.31011682 October 2005....... 23.03557838 May 2011........... 5.57431454
April 2000......... 69.77818060 November 2005...... 22.73205740 June 2011.......... 5.39772172
May 2000........... 68.23553810 December 2005...... 22.42794193 July 2011.......... 5.22313830
June 2000.......... 66.70190433 January 2006....... 22.12337731 August 2011........ 5.05053609
July 2000.......... 65.19794394 February 2006...... 21.79319537 September 2011..... 4.87988889
August 2000........ 63.72941658 March 2006......... 21.46450688 October 2011....... 4.71116952
September 2000..... 62.29572340 April 2006......... 21.13738369 November 2011...... 4.54435180
October 2000....... 60.89627459 May 2006........... 20.81189392 December 2011...... 4.37940886
November 2000...... 59.53049043 June 2006.......... 20.48810272 January 2012....... 4.21631487
December 2000...... 58.19779926 July 2006.......... 20.16607116 February 2012...... 4.05504397
January 2001....... 56.89763914 August 2006........ 19.84585700 March 2012......... 3.89557066
February 2001...... 55.62945619 September 2006..... 19.52751561 April 2012......... 3.73786908
March 2001......... 54.39270594 October 2006....... 19.21109836 May 2012........... 3.58191474
April 2001......... 53.18685163 November 2006...... 18.89665425 June 2012.......... 3.42768211
May 2001........... 52.01136522 December 2006...... 18.58422927 July 2012.......... 3.27514669
June 2001.......... 50.86572743 January 2007....... 18.27386673 August 2012........ 3.12428399
July 2001.......... 49.74942598 February 2007...... 17.95018597 September 2012..... 2.97506982
August 2001........ 48.66195737 March 2007......... 17.63019000 October 2012....... 2.82748003
September 2001..... 47.60282612 April 2007......... 17.31384458 November 2012...... 2.68149077
October 2001....... 46.57154381 May 2007........... 17.00111413 December 2012...... 2.53707855
November 2001...... 45.56763008 June 2007.......... 16.69196442 January 2013....... 2.39422021
December 2001...... 44.59061229 July 2007.......... 16.38636052 February 2013...... 2.25289225
January 2002....... 43.64002484 August 2007........ 16.08426720 March 2013......... 2.11307217
February 2002...... 42.71540953 September 2007..... 15.78564988 April 2013......... 1.97473682
March 2002......... 41.81631521 October 2007....... 15.49047365 May 2013........... 1.83786405
April 2002......... 40.94229842 November 2007...... 15.19870393 June 2013.......... 1.70243169
May 2002........... 40.09292179 December 2007...... 14.91030547 July 2013.......... 1.56841725
June 2002.......... 39.26775529 January 2008....... 14.62524404 August 2013........ 1.43579960
July 2002.......... 38.46637529 February 2008...... 14.34348439 September 2013..... 1.30455690
August 2002........ 37.68836589 March 2008......... 14.06499261 October 2013....... 1.17466734
September 2002..... 36.93331621 April 2008......... 13.78973347 November 2013...... 1.04611044
October 2002....... 36.20082309 May 2008........... 13.51767271 December 2013...... 0.91886472
November 2002...... 35.49048875 June 2008.......... 13.24877610 January 2014....... 0.79290970
December 2002...... 34.80192246 July 2008.......... 12.98300940 February 2014...... 0.66822524
January 2003....... 34.13473917 August 2008........ 12.72033837 March 2014......... 0.54479020
February 2003...... 33.58451527 September 2008..... 12.46072877 April 2014......... 0.42258510
March 2003......... 33.05412823 October 2008....... 12.20414703 May 2014........... 0.30159013
April 2003......... 32.54321417 November 2008...... 11.95055925 June 2014.......... 0.18178483
May 2003........... 32.05141423 December 2008...... 11.69993186 July 2014.......... 0.06315072
June 2003.......... 31.57837563 January 2009....... 11.45223129 August 2014
July 2003.......... 31.12375126 February 2009...... 11.20742397 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-8 Certificates
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% November 2003...... 69.46267834% September 2009..... 36.27217867%
February 1998...... 99.66252239 December 2003...... 69.27682052 October 2009....... 35.69456204
March 1998......... 99.27899729 January 2004....... 69.09266427 November 2009...... 35.11815713
April 1998......... 98.84951447 February 2004...... 68.91419494 December 2009...... 34.54297083
May 1998........... 98.37419318 March 2004......... 68.73733771 January 2010....... 33.96900909
June 1998.......... 97.85318182 April 2004......... 68.56206948 February 2010...... 33.39627746
July 1998.......... 97.28665834 May 2004........... 68.38836768 March 2010......... 32.82478073
August 1998........ 96.67482983 June 2004.......... 68.21620945 April 2010......... 32.25452327
September 1998..... 96.01793243 July 2004.......... 68.04557252 May 2010........... 31.68550861
October 1998....... 95.31623159 August 2004........ 67.86699941 June 2010.......... 31.11773998
November 1998...... 94.57002133 September 2004..... 67.67146750 July 2010.......... 30.55121993
December 1998...... 93.77965064 October 2004....... 67.45950033 August 2010........ 29.98595046
January 1999....... 92.94547036 November 2004...... 67.23160806 September 2010..... 29.42193316
February 1999...... 92.06785936 December 2004...... 66.98828816 October 2010....... 28.85916900
March 1999......... 91.14722470 January 2005....... 66.73002550 November 2010...... 28.29765856
April 1999......... 90.18400081 February 2005...... 66.37974657 December 2010...... 27.73740183
May 1999........... 89.17864947 March 2005......... 66.01803078 January 2011....... 27.17839839
June 1999.......... 88.13165944 April 2005......... 65.64527585 February 2011...... 26.62064742
July 1999.......... 87.04354599 May 2005........... 65.26186889 March 2011......... 26.06414745
August 1999........ 85.91485027 June 2005.......... 64.86818681 April 2011......... 25.50889689
September 1999..... 84.74613925 July 2005.......... 64.46459634 May 2011........... 24.95489344
October 1999....... 83.53805914 August 2005........ 64.05145438 June 2011.......... 24.40213463
November 1999...... 82.29122543 September 2005..... 63.62910810 July 2011.......... 23.85061737
December 1999...... 81.00633609 October 2005....... 63.19789557 August 2011........ 23.30033829
January 2000....... 80.73300242 November 2005...... 62.75814555 September 2011..... 22.75129373
February 2000...... 80.45343261 December 2005...... 62.31017779 October 2011....... 22.20347952
March 2000......... 80.16797545 January 2006....... 61.85430355 November 2011...... 21.65689117
April 2000......... 79.87773734 February 2006...... 61.33004830 December 2011...... 21.11152378
May 2000........... 79.58385570 March 2006......... 60.80138805 January 2012....... 20.56737230
June 2000.......... 79.28906310 April 2006......... 60.26852825 February 2012...... 20.02443122
July 2000.......... 78.99628904 May 2006........... 59.73166794 March 2012......... 19.48269469
August 2000........ 78.70639428 June 2006.......... 59.19100051 April 2012......... 18.94215654
September 2000..... 78.41934819 July 2006.......... 58.64671345 May 2012........... 18.40281033
October 2000....... 78.13512019 August 2006........ 58.09898864 June 2012.......... 17.86464940
November 2000...... 77.85367981 September 2006..... 57.54800257 July 2012.......... 17.32766669
December 2000...... 77.57499707 October 2006....... 56.99392642 August 2012........ 16.79185482
January 2001....... 77.29904199 November 2006...... 56.43692598 September 2012..... 16.25720638
February 2001...... 77.02578483 December 2006...... 55.87716226 October 2012....... 15.72371330
March 2001......... 76.75519619 January 2007....... 55.31479121 November 2012...... 15.19136768
April 2001......... 76.48724661 February 2007...... 54.70680520 December 2012...... 14.66016101
May 2001........... 76.22190707 March 2007......... 54.09935551 January 2013....... 14.13008479
June 2001.......... 75.95914863 April 2007......... 53.49248091 February 2013...... 13.60113008
July 2001.......... 75.69894254 May 2007........... 52.88621869 March 2013......... 13.07328794
August 2001........ 75.44126039 June 2007.......... 52.28060476 April 2013......... 12.54654899
September 2001..... 75.18607373 July 2007.......... 51.67567365 May 2013........... 12.02090370
October 2001....... 74.93335449 August 2007........ 51.07145870 June 2013.......... 11.49634232
November 2001...... 74.68307475 September 2007..... 50.46799165 July 2013.......... 10.97285497
December 2001...... 74.43520674 October 2007....... 49.86530326 August 2013........ 10.45043144
January 2002....... 74.18972283 November 2007...... 49.26342287 September 2013..... 9.92906149
February 2002...... 73.94659575 December 2007...... 48.66237867 October 2013....... 9.40873448
March 2002......... 73.70579817 January 2008....... 48.06219765 November 2013...... 8.88943972
April 2002......... 73.46730319 February 2008...... 47.46290583 December 2013...... 8.37116643
May 2002........... 73.23108399 March 2008......... 46.86452781 January 2014....... 7.85390333
June 2002.......... 72.99711374 April 2008......... 46.26708728 February 2014...... 7.33763936
July 2002.......... 72.76536621 May 2008........... 45.67060682 March 2014......... 6.82236299
August 2002........ 72.53581495 June 2008.......... 45.07510795 April 2014......... 6.30806273
September 2002..... 72.30843386 July 2008.......... 44.48061129 May 2014........... 5.79472679
October 2002....... 72.08319692 August 2008........ 43.88713631 June 2014.......... 5.28234328
November 2002...... 71.86007856 September 2008..... 43.29470165 July 2014.......... 4.77090018
December 2002...... 71.63905299 October 2008....... 42.70332495 August 2014........ 4.26038542
January 2003....... 71.42009483 November 2008...... 42.11302287 September 2014..... 3.75019121
February 2003...... 71.21590165 December 2008...... 41.52381136 October 2014....... 3.22843085
March 2003......... 71.01365240 January 2009....... 40.93570524 November 2014...... 2.70788626
April 2003......... 70.81332210 February 2009...... 40.34871872 December 2014...... 2.18853690
May 2003........... 70.61488597 March 2009......... 39.76286508 January 2015....... 1.67036218
June 2003.......... 70.41831938 April 2009......... 39.17815676 February 2015...... 1.15334181
July 2003.......... 70.22359780 May 2009........... 38.59460557 March 2015......... 0.63745540
August 2003........ 70.03069703 June 2009.......... 38.01222228 April 2015......... 0.12268252
September 2003..... 69.83959282 July 2009.......... 37.43101722 May 2015
October 2003....... 69.65026119 August 2009........ 36.85099978 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Scheduled Class A Subclass Principal Balances
as Percentages of Initial Class A Subclass Principal Balance
Class 1-A-8 Certificates
Schedule II
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% November 2002...... 38.13604558% September 2007..... 16.18575104%
February 1998...... 99.66252239 December 2002...... 37.49533602 October 2007....... 15.81654745
March 1998......... 99.27899729 January 2003....... 36.87208860 November 2007...... 15.45068641
April 1998......... 98.84951447 February 2003...... 36.34533895 December 2007...... 15.08813947
May 1998........... 98.37419318 March 2003......... 35.83486207 January 2008....... 14.72887805
June 1998.......... 97.85318182 April 2003......... 35.34038197 February 2008...... 14.37287321
July 1998.......... 97.28665834 May 2003........... 34.86162660 March 2008......... 14.02009608
August 1998........ 96.67482983 June 2003.......... 34.39832796 April 2008......... 13.67051748
September 1998..... 96.01793243 July 2003.......... 33.95022162 May 2008........... 13.32410817
October 1998....... 95.31623159 August 2003........ 33.51704712 June 2008.......... 12.98083877
November 1998...... 94.57002133 September 2003..... 33.09854789 July 2008.......... 12.64067981
December 1998...... 93.77965064 October 2003....... 32.69447072 August 2008........ 12.30360176
January 1999....... 92.94547036 November 2003...... 32.30456629 September 2008..... 11.96957501
February 1999...... 92.06785936 December 2003...... 31.92858879 October 2008....... 11.63856981
March 1999......... 91.06164097 January 2004....... 31.56629586 November 2008...... 11.31055639
April 1999......... 89.40516519 February 2004...... 31.24181429 December 2008...... 10.98550502
May 1999........... 87.67061261 March 2004......... 30.93016152 January 2009....... 10.66338578
June 1999.......... 85.85972422 April 2004......... 30.63110876 February 2009...... 10.34416885
July 1999.......... 83.97433947 May 2004........... 30.34443049 March 2009......... 10.02782433
August 1999........ 82.01639289 June 2004.......... 30.06990465 April 2009......... 9.71432232
September 1999..... 79.98791110 July 2004.......... 29.80731213 May 2009........... 9.40363291
October 1999....... 77.89111616 August 2004........ 29.54700213 June 2009.......... 9.09572635
November 1999...... 75.72820403 September 2004..... 29.27976174 July 2009.......... 8.79057259
December 1999...... 73.50156614 October 2004....... 29.00592686 August 2009........ 8.48814196
January 2000....... 72.26264214 November 2004...... 28.72582323 September 2009..... 8.18840447
February 2000...... 70.99592012 December 2004...... 28.43976658 October 2009....... 7.89133060
March 2000......... 69.70408838 January 2005....... 28.14806295 November 2009...... 7.59689036
April 2000......... 68.39426823 February 2005...... 27.80978190 December 2009...... 7.30505431
May 2000........... 67.07366413 March 2005......... 27.46815962 January 2010....... 7.01579274
June 2000.......... 65.75870802 April 2005......... 27.12343452 February 2010...... 6.72907615
July 2000.......... 64.46668912 May 2005........... 26.77583679 March 2010......... 6.44487505
August 2000........ 63.20248076 June 2005.......... 26.42558893 April 2010......... 6.16316006
September 2000..... 61.96565035 July 2005.......... 26.07290590 May 2010........... 5.88390187
October 2000....... 60.75577134 August 2005........ 25.71799516 June 2010.......... 5.60707123
November 2000...... 59.57242331 September 2005..... 25.36105709 July 2010.......... 5.33263906
December 2000...... 58.41519179 October 2005....... 25.00228501 August 2010........ 5.06057640
January 2001....... 57.28366794 November 2005...... 24.64186552 September 2010..... 4.79085416
February 2001...... 56.17744888 December 2005...... 24.27997853 October 2010....... 4.52344368
March 2001......... 55.09613749 January 2006....... 23.91679773 November 2010...... 4.25831616
April 2001......... 54.03934218 February 2006...... 23.52235698 December 2010...... 3.99544302
May 2001........... 53.00667673 March 2006......... 23.12884097 January 2011....... 3.73479582
June 2001.......... 51.99776072 April 2006......... 22.73634269 February 2011...... 3.47634621
July 2001.......... 51.01221883 May 2006........... 22.34495119 March 2011......... 3.22006596
August 2001........ 50.04968128 June 2006.......... 21.95475126 April 2011......... 2.96592693
September 2001..... 49.10978336 July 2006.......... 21.56582404 May 2011........... 2.71390121
October 2001....... 48.19216556 August 2006........ 21.17824661 June 2011.......... 2.46396094
November 2001...... 47.29647358 September 2006..... 20.79209249 July 2011.......... 2.21607849
December 2001...... 46.42235793 October 2006....... 20.40743173 August 2011........ 1.97022624
January 2002....... 45.56947446 November 2006...... 20.02433074 September 2011..... 1.72637677
February 2002...... 44.73748340 December 2006...... 19.64285269 October 2011....... 1.48450289
March 2002......... 43.92605027 January 2007....... 19.26305753 November 2011...... 1.24457743
April 2002......... 43.13484500 February 2007...... 18.86611528 December 2011...... 1.00657347
May 2002........... 42.36354247 March 2007......... 18.47273492 January 2012....... 0.77046413
June 2002.......... 41.61182199 April 2007......... 18.08289007 February 2012...... 0.53622279
July 2002.......... 40.87936761 May 2007........... 17.69655383 March 2012......... 0.30382294
August 2002........ 40.16586764 June 2007.......... 17.31369923 April 2012......... 0.07323826
September 2002..... 39.47101517 July 2007.......... 16.93429901 May 2012
October 2002....... 38.79450729 August 2007........ 16.55832561 and thereafter.. 0.00000000
</TABLE>
Scheduled Component Principal Balances
as Percentages of Initial Component Principal Balance
Class 1-A-9A Component
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% July 1998.......... 80.06246598% January 1999....... 35.25731197%
February 1998...... 98.45580301 August 1998........ 74.27760364 February 1999...... 25.51650105
March 1998......... 96.19687263 September 1998..... 67.80610285 March 1999......... 15.16310601
April 1998......... 93.22467906 October 1998....... 60.65713528 April 1999......... 4.21360443
May 1998........... 89.54197336 November 1998...... 52.84113766 May 1999
June 1998.......... 85.15279351 December 1998...... 44.37022969 and thereafter..... 0.00000000
</TABLE>
Class 1-A-9B Component
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% September 1998..... 78.38246986% April 1999......... 34.37749281%
February 1998...... 99.06428493 October 1998....... 73.45916781 May 1999........... 26.38400240
March 1998......... 97.61918425 November 1998...... 68.06402877 June 1999.......... 18.00479692
April 1998......... 95.66572911 December 1998...... 62.20672466 July 1999.......... 9.25578904
May 1998........... 93.20599418 January 1999....... 55.89760274 August 1999........ 0.15371849
June 1998.......... 90.24310274 February 1999...... 49.14799829 September 1999
July 1998.......... 86.78122774 March 1999......... 41.97021267 and thereafter..... 0.00000000
August 1998........ 82.82559349
</TABLE>
Class 1-A-9C Component
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Class A Initial Class A Initial Class A
Subclass Principal Subclass Subclass
Distribution Date Balance Distribution Date Principal Balance Distribution Date Principal Balance
- ----------------- ------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
January 1998....... 100.00000000% July 1998.......... 75.81809500% December 1998...... 33.15260250%
February 1998...... 98.07130750 August 1998........ 68.88023000 January 1999....... 22.29654250
March 1998......... 95.29805750 September 1998..... 61.13245000 February 1999...... 10.70405625
April 1998......... 91.68196625 October 1998....... 52.58620625 March 1999
May 1998........... 87.22636375 November 1998...... 43.25454375 and thereafter..... 0.00000000
June 1998.......... 81.93621125
</TABLE>
<PAGE>
(d) (i) For purposes of determining whether the Subclasses of Class B
Certificates of any Group are eligible to receive distributions of principal
with respect to any Distribution Date, the following tests shall apply:
(A) (i) if the Current Class 1-M Fractional Interest is less than the
Original Class 1-M Fractional Interest and the Class 1-M Principal Balance
is greater than zero, the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class
1-B-4 and Class 1-B-5 Certificates shall not be eligible to receive
distributions of principal; or
(ii) if the Current Class 2-M Fractional Interest is less than the
Original Class 2-M Fractional Interest and the Class 2-M Principal Balance
is greater than zero, the Class 2-B-1, Class 2-B-2, Class 2-B-3, Class
2-B-4 and Class 2-B-5 Certificates shall not be eligible to receive
distributions of principal; or
(B) (i) if the Current Class 1-B-1 Fractional Interest is less than
the Original Class 1-B-1 Fractional Interest and the Class 1-B-1 Principal
Balance is greater than zero, the Class 1-B-2, Class 1-B-3, Class 1-B-4 and
Class 1-B-5 Certificates shall not be eligible to receive distributions of
principal; or
(ii) if the Current Class 2-B-1 Fractional Interest is less than the
Original Class 2-B-1 Fractional Interest and the Class 2-B-1 Principal
Balance is greater than zero, the Class 2-B-2, Class 2-B-3, Class 2-B-4 and
Class 2-B-5 Certificates shall not be eligible to receive distributions of
principal; or
(C) (i) if the Current Class 1-B-2 Fractional Interest is less than
the Original Class 1-B-2 Fractional Interest and the Class 1-B-2 Principal
Balance is greater than zero, the Class 1-B-3, Class 1-B-4 and Class 1-B-5
Certificates shall not be eligible to receive distributions of principal;
or
(ii) if the Current Class 2-B-2 Fractional Interest is less than the
Original Class 2-B-2 Fractional Interest and the Class 2-B-2 Principal
Balance is greater than zero, the Class 2-B-3, Class 2-B-4 and Class 2-B-5
Certificates shall not be eligible to receive distributions of principal;
or
(D) (i) if the Current Class 1-B-3 Fractional Interest is less than
the Original Class 1-B-3 Fractional Interest and the Class 1-B-3 Principal
Balance is greater than zero, the Class 1-B-4 and Class 1-B-5 Certificates
shall not be eligible to receive distributions of principal; or
(ii) if the Current Class 2-B-3 Fractional Interest is less than the
Original Class 2-B-3 Fractional Interest and the Class 2-B-3 Principal
Balance is greater than zero, the Class 2-B-4 and Class 2-B-5 Certificates
shall not be eligible to receive distributions of principal; or
(E) (i) if the Current Class 1-B-4 Fractional Interest is less than
the Original Class 1-B-4 Fractional Interest and the Class 1-B-4 Principal
Balance is greater than zero, the Class 1-B-5 Certificates shall not be
eligible to receive distributions of principal.
(ii) if the Current Class 2-B-4 Fractional Interest is less than the
Original Class 2-B-4 Fractional Interest and the Class 2-B-4 Principal
Balance is greater than zero, the Class 2-B-5 Certificates shall not be
eligible to receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Class M Certificates and/or the
Subclasses of Class B Certificates within a Group of Certificates entitled to
receive distributions of principal would reduce the Class M Principal Balance
and/or the Class B Subclass Principal Balances of the Subclasses of Class B
Certificates within such Group of Certificates entitled to receive distributions
of principal below zero, first the Class 1-M Prepayment Percentage or Class 2-M
Prepayment Percentage, as applicable, and/or the Class 1-B Subclass Prepayment
Percentage or Class 2-B Subclass Prepayment Percentage of any affected Class B
Subclass for such Distribution Date beginning with the affected Subclass with
the lowest numerical Subclass designation and then, if necessary, the Class 1-M
Percentage or Class 2-M Percentage, as applicable, and/or the Class 1-B Subclass
Percentage or Class 2-B Subclass Percentage, as applicable, of such Subclass of
the Class B Certificates for such Distribution Date shall be reduced to the
respective percentages necessary to bring such Class M Principal Balance and/or
the Class B Subclass Principal Balance of such Class B Subclass to zero. The
Class 1-B Subclass Prepayment Percentages and Class 2-B Subclass Prepayment
Percentages and the Class 1-B Subclass Percentages and Class 2-B Subclass
Percentages of the remaining Class B Subclasses will be recomputed substituting
for the Group 1 Subordinated Prepayment Percentage or Group 2 Subordinated
Prepayment Percentage, as applicable, and Group 1 Subordinated Percentage or
Group 2 Subordinated Percentage, as applicable in such computations the
difference between (A) the Group 1 Subordinated Prepayment Percentage and Group
2 Subordinated Prepayment Percentage or Group 1 Subordinated Percentage and
Group 2 Subordinated Percentage, as the case may be, and (B) the percentages
determined in accordance with the preceding sentence necessary to bring the
Class M Principal Balance and/or the Class B Subclass Principal Balances of the
affected Class B Subclasses to zero; provided, however, that if the Class B
Subclass Principal Balances of all the Class B Subclasses of a Group eligible to
receive distributions of principal shall be reduced to zero on such Distribution
Date, the Class B Subclass Prepayment Percentage and the Class B Subclass
Percentage of the Class B Subclass with the lowest numerical Subclass
designation within such Group which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Group 1 Subordinated Prepayment Percentage or Group 2
Subordinated Prepayment Percentage, as applicable, for such Distribution Date
minus the sum of the Class 1-M Prepayment Percentage or Class 2-M Prepayment
Percentage, as applicable, and the Class 1-B Subclass Prepayment Percentages or
Class 2-B Subclass Prepayment Percentages, as applicable, of the Class B
Subclasses having lower numerical Subclass designations within such Group, if
any, and the remainder of the Group 1 Subordinated Percentage or Group 2
Subordinated Percentage, as applicable, for such Distribution Date minus the sum
of the Class 1-M Percentage or Class 2-M Percentage, as applicable, and the
Class 1-B Subclass Percentages or Class 2-B Subclass Percentages, as applicable,
of the Class B Subclasses having lower numerical Subclass designations within
such Group of Certificates, if any, respectively. Any entitlement of any Class B
Subclass to principal payments solely pursuant to this clause (ii) shall not
cause such Subclass to be regarded as being eligible to receive principal
distributions for the purpose of applying the definition of its Class 1-B
Subclass Percentage, Class 2-B Subclass Percentage or Class 1-B Subclass
Prepayment Percentage or Class 2-B Subclass Prepayment Percentage.
(e) The Trust Administrator shall establish and maintain the Upper-Tier
Certificate Account, which shall be a separate trust account and an Eligible
Account. On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds available on deposit in the Payment Account, (i) deposit,
in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account the Lower-Tier Distribution Amount and (ii)
distribute to the Class 1-A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class 1-A Subclass Distribution Amount with respect to the Class
1-A-LR Certificate and all other amounts distributable to the Class 1-A-LR
Certificate. The Trust Administrator may clear and terminate the Upper-Tier
Certificate Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class 1-A-LR Certificateholder) on
the preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class or
Subclass) either in immediately available funds by wire transfer to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder holds Certificates having a
Denomination at least equal to that specified in Section 11.26, and has so
notified the Master Servicer or, if applicable, the Paying Agent at least seven
Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class 1-A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share (based
on, with respect to each Class or Subclass, the aggregate of the Percentage
Interests represented by Certificates of the applicable Class or Subclass of
Certificates held by such Holder of the Class 1-A Subclass Distribution Amount
or Class 2-A Subclass Distribution Amount, as applicable, with respect to each
Subclass of Class A Certificates, the Class 1-M Distribution Amount or Class 2-M
Distribution Amount, as applicable with respect to each Class of Class M
Certificates and the Class 1-B Subclass Distribution Amount or Class 2-B
Subclass Distribution Amount, as applicable with respect to each such Subclass
of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Class A Subclass Principal Balance of any Subclass of Class A
Certificates (other than the Class 1-A-R or 1-A-LR Certificates), the Class M
Principal Balance of either Class of Class M Certificates or the Class B
Subclass Principal Balance of any Subclass of Class B Certificates would be
reduced to zero or, in the case of the Class 1-A-4 Certificates, the Class 1-A-4
Notional Amount would be reduced to zero the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trust Administrator. The Trust Administrator will then send
a notice to each Certificateholder of such Class or Subclass with a copy to the
Certificate Registrar, specifying that the final distribution with respect to
such Class or Subclass will be made on such Distribution Date only upon the
presentation and surrender of such Certificateholder's Certificates at the
office or agency of the Trust Administrator therein specified; provided,
however, that the failure to give such notice will not entitle a
Certificateholder to any interest beyond the interest payable with respect to
such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent 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 that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
Section 4.02. Allocation of Realized Losses.
(a) (i) With respect to any Distribution Date, the principal portion of
Realized Losses on the Pool 1 Mortgage Loans (other than Debt Service Reductions
with respect to Pool 1 Mortgage Loans, Pool 1 Excess Special Hazard Losses, Pool
1 Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class 1-B-5 Certificates until the Class 1-B-5 Principal
Balance has been reduced to zero;
second, to the Class 1-B-4 Certificates until the Class 1-B-4 Principal
Balance has been reduced to zero;
third, to the Class 1-B-3 Certificates until the Class 1-B-3 Principal
Balance has been reduced to zero;
fourth, to the Class 1-B-2 Certificates until the Class 1-B-2 Principal
Balance has been reduced to zero;
fifth, to the Class 1-B-1 Certificates until the Class 1-B-1 Principal
Balance has been reduced to zero;
sixth, to the Class 1-M Certificates until the Class 1-M Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class 1-A Certificates (other than the Class
1-A-PO Certificates) and Class 1-A-PO Certificates, pro rata, based on the Pool
1 Non-PO Fraction and the Pool 1 PO Fraction, respectively.
(ii) With respect to any Distribution Date, the principal portion of
Realized Losses on the Pool 2 Mortgage Loans (other than Debt Service Reductions
with respect to Pool 2 Mortgage Loans, Pool 2 Excess Special Hazard Losses, Pool
2 Excess Fraud Losses and Pool 2 Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class 2-B-5 Certificates until the Class 2-B-5 Principal
Balance has been reduced to zero;
second, to the Class 2-B-4 Certificates until the Class 2-B-4 Principal
Balance has been reduced to zero;
third, to the Class 2-B-3 Certificates until the Class 2-B-3 Principal
Balance has been reduced to zero;
fourth, to the Class 2-B-2 Certificates until the Class 2-B-2 Principal
Balance has been reduced to zero;
fifth, to the Class 2-B-1 Certificates until the Class 2-B-1 Principal
Balance has been reduced to zero;
sixth, to the Class 2-M Certificates until the Class 2-M Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class 2-A Certificates (other than the Class
2-A-PO Certificates) and Class 2-A-PO Certificates, pro rata, based on the Pool
2 Non-PO Fraction and the Pool 2 PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's or Subclass's Principal Balance.
(b) (i) With respect to any Distribution Date, the principal portion of
Pool 1 Excess Special Hazard Losses, Pool 1 Excess Fraud Losses and Pool 1
Excess Bankruptcy Losses, occurring with respect to any Pool 1 Mortgage Loan
allocable to the Class 1-A-PO Certificates will equal the product of the amount
of any such principal loss and the Pool 1 PO Fraction for such Pool 1 Mortgage
Loan. The principal portion of any Pool 1 Excess Special Hazard Losses, Pool 1
Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses remaining after
allocation to the Class 1-A-PO Certificates in accordance with the preceding
sentence shall be allocated pro rata among the Class 1-A Certificates (other
than the Class 1-A-PO Certificates), Class 1-M Certificates and Class 1-B
Certificates based on the Class 1-A Non-PO Principal Balance, Class 1-M
Principal Balance and the Class 1-B Principal Balance. Any such loss allocated
to the Class 1-A Certificates shall be allocated on the subsequent Determination
Date among the outstanding Subclasses of Class 1-A Certificates (other than the
Class 1-A-PO Certificates) in accordance with the Class 1-A Subclass Loss
Percentages and Component Loss Percentages as of such Determination Date. Any
such loss allocated to the Class 1-B Certificates shall be allocated pro rata
among the outstanding Subclasses of Class 1-B Certificates based on their Class
1-B Subclass Principal Balances.
(ii) With respect to any Distribution Date, the principal portion of Pool 2
Excess Special Hazard Losses, Pool 2 Excess Fraud Losses and Pool 2 Excess
Bankruptcy Losses, occurring with respect to any Pool 2 Mortgage Loan allocable
to the Class 2-A-PO Certificates will equal the product of the amount of any
such principal loss and the Pool 2 PO Fraction for such Pool 2 Mortgage Loan.
The principal portion of any Pool 2 Excess Special Hazard Losses, Pool 2 Excess
Fraud Losses and Pool 2 Excess Bankruptcy Losses remaining after allocation to
the Class 2-A-PO Certificates in accordance with the preceding sentence shall be
allocated pro rata among the Class 2-A Certificates (other than the Class 2-A-PO
Certificates), Class 2-M Certificates and Class 2-B Certificates based on the
Class 2-A Non-PO Principal Balance, Class 2-M Principal Balance and the Class
2-B Principal Balance. Any such loss allocated to the Class 2-A Certificates
shall be allocated on the subsequent Determination Date among the outstanding
Subclasses of Class 2-A Certificates (other than the Class 2-A-PO Certificates)
in accordance with the Class 2-A Subclass Loss Percentages as of such
Determination Date. Any such loss allocated to the Class 2-B Certificates shall
be allocated pro rata among the outstanding Subclasses of Class 2-B Certificates
based on their Class 2-B Subclass Principal Balances.
(c) Any Realized Losses allocated to a Subclass of Class A Certificates or
Class B Certificates or to the Class M Certificates within a Group of
Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be allocated
among the Certificates of such Subclass or Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Subclasses of Class A Certificates, the Class M Certificates or any
Subclasses of Class B Certificates, each outstanding Class or Subclass to which
such Realized Loss had previously been allocated shall be entitled to its share
(with respect to the Class 1-A-PO Certificates or Class 2-A-PO Certificates,
based on the Pool 1 PO Fraction or Pool 2 PO Fraction of such Mortgage Loan and,
with respect to the Class A Certificates (other than the Class 1-A-PO and Class
2-A-PO Certificates), Class M Certificates and Class B Certificates, based on
their pro rata share of the Pool 1 Non-PO Fraction or Pool 2 Non-PO Fraction, as
applicable, of such Mortgage Loan) of such Recovery up to the amount of such
Realized Loss previously allocated to such Class or Subclass on the Distribution
Date in the month following the month in which such recovery is received. When
the Principal Balance of a Class or Subclass of Certificates has been reduced to
zero, such Class or Subclass shall not be entitled to any share of such
Recovery. In the event that the amount of such recovery exceeds the amount of
such Recovery allocated to each outstanding Class or Subclass in accordance with
the preceding provisions, each outstanding Class or Subclass shall be entitled
to its pro rata share (determined as described above) of such excess up to the
amount of any unrecovered Realized Loss previously allocated to such Class or
Subclass. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
applicable Certificate Account on or prior to the Business Day preceding the
Distribution Date following the Applicable Unscheduled Principal Receipt Period
in which the Mortgage Loan became a Liquidated Loan such Recovery may, at the
sole discretion of the Master Servicer, be treated as a repurchase or an
Unscheduled Principal Receipt with respect to such Mortgage Loan, as the case
may be, the Realized Loss previously recognized may be reversed and treated for
all subsequent purposes as if it had never occurred and the Master Servicer may
make such adjustments to interest or principal distributions on the Certificates
and to the principal balances of the Certificates as the Master Servicer in its
good faith judgment and sole discretion deems necessary or desirable to
effectuate the reversal of the Realized Loss and the treatment of such amount as
a repurchase or as an Unscheduled Principal Receipt, as the case may be;
provided that such actions do not result in the aggregate distributions made in
respect of each Class and Subclass of Certificates whose principal balances were
previously reduced as a result of such Realized Loss being less than such Class
or Subclass would have received if such Recovery had been deposited in the
appropriate Certificate Account on or prior to the Business Day preceding the
Distribution Date following the Applicable Unscheduled Principal Receipt Period
in which the Mortgage Loan became a Liquidated Loan.
(e) (i) The interest portion of Pool 1 Excess Special Hazard Losses, Pool 1
Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses shall be allocated among
the Class 1-A Certificates, Class 1-M Certificates and Class 1-B Certificates,
pro rata based on the Class 1-A Interest Accrual Amount, the Class 1-M Interest
Accrual Amount and the Class 1-B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class 1-A Certificates shall be allocated among
the outstanding Subclasses of Class 1-A Certificates based on their Class 1-A
Subclass Interest Percentages. Any such loss allocated to the Class 1-B
Certificates will be allocated among the outstanding Subclasses of Class 1-B
Certificates based on their Class 1-B Subclass Interest Percentages. In
addition, after the Class 1-M Principal Balance and the Class 1-B Principal
Balance have been reduced to zero, the interest portion of Realized Losses
(other than Pool 1 Excess Special Hazard Losses, Pool 1 Excess Fraud Losses and
Pool 1 Excess Bankruptcy Losses) will be allocated among the outstanding
Subclasses of Class 1-A Certificates based on their Class 1-A Subclass Interest
Percentages.
(ii) The interest portion of Pool 2 Excess Special Hazard Losses, Pool 2
Excess Fraud Losses and Pool 2 Excess Bankruptcy Losses shall be allocated among
the Class 2-A Certificates, Class 2-M Certificates and Class 2-B Certificates,
pro rata based on the Class 2-A Interest Accrual Amount, the Class 2-M Interest
Accrual Amount and the Class 2-B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class 2-A Certificates shall be allocated among
the outstanding Subclasses of Class 2-A Certificates based on their Class 2-A
Subclass Interest Percentages. Any such loss allocated to the Class 2-B
Certificates will be allocated among the outstanding Subclasses of Class 2-B
Certificates based on their Class 2-B Subclass Interest Percentages. In
addition, after the Class 2-M Principal Balance and the Class 2-B Principal
Balance have been reduced to zero, the interest portion of Realized Losses
(other than Pool 2 Excess Special Hazard Losses, Pool 2 Excess Fraud Losses and
Pool 2 Excess Bankruptcy Losses) will be allocated among the outstanding
Subclasses of Class 2-A Certificates based on their Class 2-A Subclass Interest
Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the Trust Administrator as initial
Paying Agent to make distributions to Certificateholders and to forward to
Certificateholders the periodic statements and the annual statements required by
Section 4.04 as agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trust
Administrator to execute and deliver to the Trust Administrator an instrument in
which such Paying Agent agrees with the Trust Administrator that such Paying
Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for distribution
to Certificateholders in trust for the benefit of Certificateholders until such
amounts are distributed to Certificateholders or otherwise disposed of as herein
provided;
(ii) give the Trust Administrator notice of any default by the Master
Servicer in remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trust Administrator, forthwith pay to the Trust
Administrator all amounts held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the applicable Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the sum of the Pool 1 Distribution Amount and the Pool 2
Distribution Amount, (b) Net Foreclosure Profits, if any, with respect to such
Distribution Date and (c) the amount of any recovery in respect of a Realized
Loss. The Master Servicer may cause the Paying Agent to invest the funds in the
Payment Account. Any such investment shall be in Eligible Investments, which
shall mature not later than the Business Day preceding the related Distribution
Date (unless the Eligible Investments are obligations of the Trust
Administrator, in which case such Eligible Investments shall mature not later
than the Distribution Date), and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Payment Account by the Master Servicer out
of its own funds immediately as realized. The Paying Agent may withdraw from the
Payment Account any amount deposited in the Payment Account that was not
required to be deposited therein and may clear and terminate the Payment Account
pursuant to Section 9.01.
Section 4.04. Statements to Certificateholders; Report to the Trust
Administrator and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate of a Group and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class A Subclass of
such Group allocable to principal, separately identifying the aggregate amount
of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Subclass of
Class A Certificates of such Group allocable to interest, (b) the amount of the
Current Class 1-A Interest Distribution Amount allocated to each Class 1-A
Subclass and the Current Class 2-A Interest Distribution Amount allocated to
each Class 2-A Subclass, as applicable, (c) any Class 1-A Subclass Interest
Shortfall Amounts arising with respect to such Distribution Date and any
remaining Class 1-A Subclass Unpaid Interest Shortfall with respect to each
Subclass after giving effect to such distribution and any Class 2-A Subclass
Interest Shortfall Amounts arising with respect to such Distribution Date and
any remaining Class 2-A Subclass Unpaid Interest Shortfall with respect to each
Subclass after giving effect to such distribution, as applicable, (d) the amount
of any Group 1 Non-Supported Interest Shortfall allocated to each Class 1-A
Subclass for such Distribution Date and the amount of any Group 2 Non-Supported
Interest Shortfall allocated to each Class 2-A Subclass for such Distribution
Date, as applicable and (e) the interest portion of Pool 1 Excess Special Hazard
Losses, Pool 1 Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses allocated
to each Class 1-A Subclass and Pool 2 Excess Special Hazard Losses, Pool 2
Excess Fraud Losses and Pool 2 Excess Bankruptcy Losses allocated to each Class
2-A Subclass for such Distribution Date;
(iii) the amount of such distribution to Holders of the Class M
Certificates allocable to principal, identifying the aggregate amount of any
Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of the Class M
Certificates of such Group allocable to interest, (b) the amount of the Current
Class 1-M Interest Distribution Amount and the amount of the Current Class 2-M
Interest Distribution Amount, as applicable, (c) any Class 1-M Interest
Shortfall Amount arising with respect to such Distribution Date and any
remaining Class 1-M Unpaid Interest Shortfall after giving effect to such
distribution and any Class 2-M Interest Shortfall Amount arising with respect to
such Distribution Date and any remaining Class 2-M Unpaid Interest Shortfall
after giving effect to such distribution, as applicable, (d) the amount of any
Group 1 Non-Supported Interest Shortfall allocated to the Class 1-M Certificates
for such Distribution Date and the amount of any Group 2 Non-Supported Interest
Shortfall allocated to the Class 2-M Certificates for such Distribution Date and
(e) the interest portion of Pool 1 Excess Special Hazard Losses, Pool 1 Excess
Fraud Losses and Pool 1 Excess Bankruptcy Losses allocated to the Class 1-M
Certificates and Pool 2 Excess Special Hazard Losses, Pool 2 Excess Fraud Losses
and Pool 2 Excess Bankruptcy Losses allocated to the Class 2-M Certificates for
such Distribution Date;
(v) the amount of such distribution to Holders of each Class B Subclass of
such Group allocable to principal, separately identifying the aggregate amount
of any Unscheduled Principal Receipts included therein;
(vi) (a) the amount of such distribution to Holders of each Class B
Subclass of such Group allocable to interest, (b) the amount of the Current
Class 1-B Interest Distribution Amount allocated to each Class 1-B Subclass and
the Class 1-B Pass-Through Rate applicable to such Distribution Date and the
amount of the Current Class 2-B Interest Distribution Amount allocated to each
Class 2-B Subclass and the Class 2-B Pass-Through Rate applicable to such
Distribution Date, as applicable, (c) any Class 1-B Subclass Interest Shortfall
Amounts arising with respect to such Distribution Date and any remaining Class
1-B Subclass Unpaid Interest Shortfall with respect to each Class 1-B Subclass
after giving effect to such distribution and any Class 2-B Subclass Interest
Shortfall Amounts arising with respect to such Distribution Date and any
remaining Class 2-B Subclass Unpaid Interest Shortfall with respect to each
Class 2-B Subclass after giving effect to such distribution, as applicable, (d)
the amount of any Group 1 Non-Supported Interest Shortfall allocated to each
Class 1-B Subclass for such Distribution Date and the amount of any Group 2
Non-Supported Interest Shortfall allocated to each Class 2-B Subclass for such
Distribution Date, and (e) the interest portion of Pool 1 Excess Special Hazard
Losses, Pool 1 Excess Fraud Losses and Pool 1 Excess Bankruptcy Losses allocated
to each Class 1-B Subclass and Pool 2 Excess Special Hazard Losses, Pool 2
Excess Fraud Losses and Pool 2 Excess Bankruptcy Losses allocated to each Class
2-B Subclass for such Distribution Date;
(vii) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trust Administrator pursuant to the Servicing Agreements or this
Agreement with respect to the Pool 1 Mortgage Loans or Pool 2 Mortgage Loans, as
applicable;
(viii) the number of Pool 1 Mortgage Loans or Pool 2 Mortgage Loans, as
applicable, outstanding as of the preceding Determination Date;
(ix) with respect to the Group 1 Certificates, the Class 1-A Principal
Balance, the Class 1-A Subclass Principal Balance of each Subclass of Class 1-A
Certificates, the Component Principal Balance of each Component, the Class 1-M
Principal Balance, the Class 1-B Principal Balance and the Class 1-B Subclass
Principal Balance of each Subclass of Class 1-B Certificates and with respect to
the Group 2 Certificates, the Class 2-A Principal Balance, the Class 2-A
Subclass Principal Balance of each Subclass of Class 2-A Certificates, the Class
2-M Principal Balance, the Class 2-B Principal Balance and the Class 2-B
Subclass Principal Balance of each Subclass of Class 2-B Certificates, in each
case as of the following Determination Date after giving effect to the
distributions of principal made, and the principal portion of Realized Losses,
if any, allocated with respect to such Distribution Date;
(x) the Pool 1 Adjusted Pool Amount, the Pool 1 Adjusted Pool Amount (PO
Portion), the Pool 1 Scheduled Principal Balance of the Pool 1 Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal Balance of the
Pool 1 Discount Mortgage Loans for such Distribution Date or the Pool 2 Adjusted
Pool Amount, the Pool 2 Adjusted Pool Amount (PO Portion), the Pool 2 Scheduled
Principal Balance of the Pool 2 Mortgage Loans for such Distribution Date and
the aggregate Scheduled Principal Balance of the Pool 2 Discount Mortgage Loans
for such Distribution Date;
(xi) the aggregate Scheduled Principal Balances of the Pool 1 Mortgage
Loans or Pool 2 Mortgage Loans serviced by Norwest Mortgage and, collectively,
by the Other Servicers as of such Distribution Date;
(xii) the Class 1-A Percentage for the following Distribution Date (without
giving effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period) and the Class 2-A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current Distribution
Date which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class 1-A Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current Distribution
Date which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period) and the Class 2-A Prepayment Percentage for the
following Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt Period for
the current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xiv) the Class 1-M Percentage for the following Distribution Date (without
giving effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period) and the Class 2-M Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current Distribution
Date which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xv) the Class 1-M Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current Distribution
Date which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period) and the Class 2-M Prepayment Percentage for the
following Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt Period for
the current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period);
(xvi) the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4 and Class
1-B-5 Percentages for the following Distribution Date (without giving effect to
Unscheduled Principal Receipts received after the Applicable Unscheduled
Principal Receipt Period for the current Distribution Date which are applied by
a Servicer during such Applicable Unscheduled Principal Receipt Period) and the
Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4 and Class 2-B-5 Percentages
for the following Distribution Date (without giving effect to Unscheduled
Principal Receipts received after the Applicable Unscheduled Principal Receipt
Period for the current Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
(xvii) the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4 and Class
1-B-5 Prepayment Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period) and the Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4 and Class
2-B-5 Prepayment Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date which are
applied by a Servicer during such Applicable Unscheduled Principal Receipt
Period);
(xviii) the number and aggregate principal balances of Pool 1 Mortgage
Loans or Pool 2 Mortgage Loans delinquent (a) one month, (b) two months and (c)
three months or more;
(xix) the number and aggregate principal balances of the Pool 1 Mortgage
Loans or Pool 2 Mortgage Loans in foreclosure as of the preceding Determination
Date;
(xx) the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure with respect to Pool 1 Mortgage Loans or
Pool 2 Mortgage Loans;
(xxi) the amount of the remaining Pool 1 Special Hazard Loss Amount, Pool 1
Fraud Loss Amount and Pool 1 Bankruptcy Loss Amount as of the close of business
on such Distribution Date and the amount of the remaining Pool 2 Special Hazard
Loss Amount, Pool 2 Fraud Loss Amount and Pool 2 Bankruptcy Loss Amount as of
the close of business on such Distribution Date;
(xxii) the principal and interest portions of Realized Losses on Pool 1
Mortgage Loans allocated as of such Distribution Date and the amount of such
Realized Losses constituting Pool 1 Excess Special Hazard Losses, Pool 1 Excess
Fraud Losses or Pool 1 Excess Bankruptcy Losses and the principal and interest
portions of Realized Losses on Pool 2 Mortgage Loans allocated as of such
Distribution Date and the amount of such Realized Losses constituting Pool 2
Excess Special Hazard Losses, Pool 2 Excess Fraud Losses or Pool 2 Excess
Bankruptcy Losses;
(xxiii) the aggregate amount of Bankruptcy Losses allocated to each
Subclass of Class 1-B Certificates or, following the reduction of the Class 1-B
Principal Balance to zero, solely to the Class 1-M Certificates in accordance
with Section 4.02(a) since the Relevant Anniversary and the aggregate amount of
Bankruptcy Losses allocated to each Subclass of Class 2-B Certificates or,
following the reduction of the Class 2-B Principal Balance to zero, solely to
the Class 2-M Certificates in accordance with Section 4.02(a) since the Relevant
Anniversary;
(xxiv) the amount by which the Class B Subclass Principal Balance of each
Subclass of Class 1-B Certificates or Class 2-B Certificates and the Class 1-M
Principal Balance or Class 2-M Principal Balance has been reduced as a result of
Realized Losses allocated as of such Distribution Date;
(xxv) the unpaid principal balance of any Pool 1 Mortgage Loan or Pool 2
Mortgage Loan as to which the Servicer of such Mortgage Loan has determined not
to foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances;
(xxvi) the amount of the aggregate Servicing Fees and Master Servicing Fees
paid (and not previously reported) with respect to the related Distribution Date
and Pool 1 Mortgage Loans and the amount by which the aggregate Pool 1 Available
Master Servicer Compensation has been reduced by the Prepayment Interest
Shortfall for the related Distribution Date and the amount of the aggregate
Servicing Fees and Master Servicing Fees paid (and not previously reported) with
respect to the related Distribution Date and Pool 2 Mortgage Loans and the
amount by which the aggregate Pool 2 Available Master Servicer Compensation has
been reduced by the Prepayment Interest Shortfall for the related Distribution
Date; and
(xxvii) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
and shall deliver a copy of each type of statement to the Trust Administrator,
who shall provide copies thereof to Persons making written request therefor at
the Corporate Trust Office.
In the case of information furnished with respect to a Subclass of Class A
Certificates pursuant to clauses (i) and (ii) above, with the Class M
Certificates pursuant to clauses (iii) and (iv) above and with respect to a
Class B Subclass pursuant to clauses (v) and (vi) above, the amounts shall be
expressed as a dollar amount per Class A, Class M or Class B Certificate (other
than the Class 1-A-R and Class 1-A-LR Certificates) with a $1,000 Denomination,
as a dollar amount per Class 1-A-R and Class 1-A-LR Certificate with a $100
Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate of a Group a
statement containing the information set forth in clauses (i) and (ii)(a) above
with respect to such Group in the case of a Class A Certificateholder, the
information set forth in clauses (iii) and (iv)(a) above with respect to such
Group in the case of a Class M Certificateholder and the information contained
in clauses (v) and (vi)(a) above with respect to such Group in the case of a
Class B Certificateholder aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Master
Servicer pursuant to any requirements of the Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders of the applicable Group by
the Master Servicer on written request) setting forth the Class 1-A Subclass
Distribution Amount with respect to each Class 1-A Subclass, the Class 1-M
Distribution Amount, the Class 1-B Subclass Distribution Amount with respect to
each Class 1-B Subclass and the Class 2-A Subclass Distribution Amount with
respect to each Class 2-A Subclass, the Class 2-M Distribution Amount, the Class
2-B Subclass Distribution Amount with respect to each Class 2-B Subclass. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trust Administrator and the Paying Agent shall be protected in relying
upon the same without any independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
Master Servicer shall make available upon request to each Holder and each
proposed transferee of a Class 1-A-PO, Class 1-B-3, Class 1-B-4, Class 1-B-5,
Class 2-A-PO, Class 2-B-3, Class 2-B-4 or Class 2-B-5 Certificate such
additional information, if any, as may be required to permit the proposed
transfer to be effected pursuant to Rule 144A.
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the Trust Administrator
acquires an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be made
on the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M and Class B Certificates shall be issued only in
minimum Denominations of a Single Certificate and, except for the Class 1-A-R
and Class 1-A-LR Certificates, integral multiples of $1,000 in excess thereof
(except, if necessary, for one Certificate of each Class or Subclass (other than
the Class 1-A-R or Class 1-A-LR Certificates) that evidences one Single
Certificate plus such additional principal portion or notional amount as is
required in order for all Certificates of such Class or Subclass to equal the
aggregate Original Class 1-A Subclass Principal Balance, Original Class 1-A-4
Notional Amount, aggregate Original Class 2-A Subclass Principal Balance,
Original Class 1-M Principal Balance, Original Class 2-M Principal Balance or
the aggregate Original Class 1-B Subclass Principal Balance and the aggregate
Original Class 2-B Subclass Principal Balance of such Class or Subclass, as the
case may be), and shall be substantially in the respective forms set forth as
Exhibits 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10,
1-A-11, 1-A-12, 1-A-PO, 1-A-R, 1-A-LR, 1-B-1, 1-B-2, 1-B-3, 1-B-4, 1-B-5, 2-A-1,
2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 1-B-1, 1-B-2, 1-B-3, 1-B-4, 1-B-5, C-1, C-2
and D (reverse side of Certificates) hereto. On original issue the Certificates
shall be executed and delivered by the Trust Administrator to or upon the order
of the Seller upon receipt by the Trust Administrator or the Custodian of the
documents specified in Section 2.01. The aggregate principal portion (or
notional amount) evidenced by the Class A, Class M and Class B Certificates
shall be the sum of the amounts specifically set forth in the respective
Certificates. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Administrator by any Responsible Officer
thereof. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Trust Administrator shall bind
the Trust Administrator notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such Certificates.
No Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless manually countersigned by a Responsible Officer of
the Trust Administrator, or unless there appears on such Certificate a
certificate of authentication executed by the Authenticating Agent by manual
signature, and such countersignature or certificate upon a Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trust Administrator or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of [the Clearing Agency] or such other name as requested by an
authorized representative of [the Clearing Agency] and any payment is made to
[the Clearing Agency], any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful since the registered owner hereof,
[the Clearing Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trust Administrator may deal with the Clearing Agency for all purposes
(including the making of distributions on the Book-Entry Certificates and
the taking of actions by the Holders of Book-Entry Certificates) as the
authorized representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trust Administrator at the Corporate Trust Office.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trust Administrator shall cause to be kept at one of the offices or
agencies to be maintained in accordance with the provisions of Section 5.06 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trust Administrator shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall act as, or shall appoint, a Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like aggregate principal portion
or Percentage Interest and of the same Class or Subclass.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class or Subclass upon surrender
of the Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trust Administrator shall
execute, and shall date, authenticate (or cause the Authenticating Agent to
authenticate) and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Certificate Registrar or
the Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trust Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trust Administrator or the Authenticating Agent
in accordance with their standard procedures.
(b) No transfer of a Class 1-A-PO, Class 2-A-PO, Class 1-B-3, Class 1-B-4,
Class 1-B-5, Class 2-B-3, Class 2-B-4 or Class 2-B-5 Certificate shall be made
(other than the transfer of the Class 1-A-PO and Class 2-A-PO Certificates to an
affiliate of the Seller on the Closing Date) unless the registration
requirements of the Securities Act of 1933, as amended, and any applicable State
securities laws are complied with, or such transfer is exempt from the
registration requirements under said Act and laws. In the event that a transfer
is to be made in reliance upon an exemption from said Act or laws, (i) unless
such transfer is made in reliance on Rule 144A, the Trust Administrator or the
Seller may, if such transfer is to be made within three years after the later of
(i) the date of the initial sale of Certificates or (ii) the last date on which
the Seller or any affiliate thereof was a Holder of the Certificates proposed to
be transferred, require a Class 1-A-PO, Class 2-A-PO, Class 1-B-3, Class 1-B-4,
Class 1-B-5, Class 2-B-3, Class 2-B-4 or Class 2-B-5 Certificateholder to
deliver a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trust Administrator and the Seller, to the effect that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Trustee, the Seller or the Master Servicer, and
(ii) the Trust Administrator shall require the transferee to execute an
investment letter in the form of Exhibit J hereto certifying to the Seller and
the Trust Administrator the facts surrounding such transfer, which investment
letter shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer. The Holder of a Class 1-A-PO, Class 2-A-PO, Class
1-B-3, Class 1-B-4, Class 1-B-5, Class 2-B-3, Class 2-B-4 or Class 2-B-5
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trust Administrator, the Trustee, the Seller, the Master Servicer
and any Paying Agent acting on behalf of the Trustee against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws. Neither the Seller nor the Trust Administrator is
under an obligation to register the Class 1-A-PO, Class 2-A-PO, Class 1-B-3,
Class 1-B-4, Class 1-B-5, Class 2-B-3, Class 2-B-4 or Class 2-B-5 Certificates
under said Act or any other securities law.
(c) No transfer of a Class 1-A-PO, Class 2-A-PO, Class M or Class B
Certificate shall be made (other than the transfer of the Class 1-A-PO and Class
2-A-PO Certificates to an affiliate of the Seller on the Closing Date) unless
the Trust Administrator shall have received (i) a representation letter from the
transferee in the form of Exhibit J hereto, in the case of a Class 1-A-PO, Class
2-A-PO, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 2-B-3, Class 2-B-4 or Class
2-B-5 Certificate, or in the form of Exhibit K hereto, in the case of a Class M,
Class 1-B-1, Class 2-B-1, Class 1-B-2 or Class 2-B-2 Certificate, to the effect
that either (a) such transferee is not an employee benefit plan or other
retirement arrangement subject to Title I of ERISA or Code Section 4975, or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law ("Similar Law") which is to a material extent similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan") and is not a
person acting on behalf of or using the assets of any such Plan, which
representation letter shall not be an expense of the Trust Administrator, the
Trustee, the Seller or the Master Servicer or (b) (other than with respect to a
Class 1-A-PO or Class 2-A-PO Certificate) if such transferee is an insurance
company, the source of funds used to purchase the Class M or Class B Certificate
is an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg.
35925 (July 12, 1995)) and there is no Plan with respect to which the amount of
such general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition or (ii) in the case of any such Class
1-A-PO, Class 2-A-PO, Class M or Class B Certificate presented for registration
in the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel
satisfactory to the Trust Administrator and the Seller to the effect that the
purchase or holding of such Class 1-A-PO, Class 2-A-PO, Class M or Class B
Certificate will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA, the
Code or Similar Law and will not subject the Trust Administrator, the Trustee,
the Seller or the Master Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trust Administrator, the Trustee, the Seller or the Master Servicer and
(B) such other opinions of counsel, officer's certificates and agreements as the
Seller or the Master Servicer may require in connection with such transfer,
which opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trust Administrator, the Trustee, the Seller or the Master
Servicer. The Class 1-A-PO, Class 2-A-PO, Class M and Class B Certificates shall
bear a legend referring to the foregoing restrictions contained in this
paragraph.
(d) No legal or beneficial interest in all or any portion of the Class
1-A-R or Class 1-A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person investing the assets of a Plan (such plan or
Person, an "ERISA Prohibited Holder") or to an individual, corporation,
partnership or other person unless such transferee (i) is not a Non-U.S. Person
or (ii) is a Non-U.S. Person that holds the Class 1-A-R or Class 1-A-LR
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person
that has delivered to both the transferor and the Trust Administrator an opinion
of a nationally recognized tax counsel to the effect that the transfer of the
Class 1-A-R or Class 1-A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class 1-A-R or Class 1-A-LR Certificate will not be
disregarded for federal income tax purposes (any such person who is not covered
by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted
Foreign Holder"), and any such purported transfer shall be void and have no
effect. The Trust Administrator shall not execute, and shall not authenticate
(or cause the Authenticating Agent to authenticate) and deliver, a new Class
1-A-R or Class 1-A-LR Certificate in connection with any such transfer to a
disqualified organization or agent thereof (including a broker, nominee or
middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and
neither the Certificate Registrar nor the Trust Administrator shall accept a
surrender for transfer or registration of transfer, or register the transfer of,
the Class 1-A-R or Class 1-A-LR Certificate, unless the transferor shall have
provided to the Trust Administrator an affidavit, substantially in the form
attached as Exhibit H hereto, signed by the transferee, to the effect that the
transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class 1-A-R or
Class 1-A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class 1-A-R or Class 1-A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class 1-A-R or Class 1-A-LR
Certificate, shall be accompanied by a written statement in the form attached as
Exhibit I hereto, signed by the transferor, to the effect that as of the time of
the transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class 1-A-R and Class 1-A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class 1-A-R or Class 1-A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class 1-A-R or
Class 1-A-LR Certificate in constructive trust for the last transferor who was
not a disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class 1-A-R or Class 1-A-LR Certificate as
completely as if such transfer had never occurred, provided that the Master
Servicer may, but is not required to, recover any distributions made to such
transferee with respect to Class 1-A-R or Class 1-A-LR Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class 1-A-R or Class 1-A-LR Certificate or such agent (within
60 days of the request therefor by the transferor or agent) such information
necessary to the application of Code Section 860E(e) as may be required by the
Code, including but not limited to the present value of the total anticipated
excess inclusions with respect to the Class 1-A-R or Class 1-A-LR Certificate
(or portion thereof) for periods after such transfer. At the election of the
Master Servicer, the cost to the Master Servicer of computing and furnishing
such information may be charged to the transferor or such agent referred to
above; however, the Master Servicer shall in no event be excused from furnishing
such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trust Administrator
or the Authenticating Agent, or the Trust Administrator or the Authenticating
Agent receives evidence to its satisfaction of the destruction, loss or theft of
any Certificate, and (ii) there is delivered to the Trust Administrator or the
Authenticating Agent such security or indemnity as may be required by them to
hold each of them harmless, then, in the absence of notice to the Trust
Administrator or the Authenticating Agent that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
authenticate (or cause the Authenticating Agent to authenticate) and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and principal portion or Percentage
Interest and of the same Class or Subclass. Upon the issuance of any new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expense (including the fees and expenses of the Trust Administrator or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Trust Administrator,
the Certificate Registrar and any agent of the Seller, the Master Servicer, the
Trustee, the Trust Administrator or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01,
and for all other purposes whatsoever, and neither the Seller, the Master
Servicer, the Trustee, the Trust Administrator, the Certificate Registrar nor
any agent of the Seller, the Master Servicer, the Trustee, the Trust
Administrator, or the Certificate Registrar shall be affected by notice to the
contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trust Administrator is not acting as Certificate Registrar, the
Certificate Registrar shall furnish or cause to be furnished to the Trust
Administrator, within 15 days after receipt by the Certificate Registrar of a
request by the Trust Administrator in writing, a list, in such form as the Trust
Administrator may reasonably require, of the names and addresses of the
Certificateholders of each Class or Subclass as of the most recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trust Administrator, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Trust Administrator shall, within five Business Days
following the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trust Administrator. If such a list is as of the date more than 90 days prior to
the date of receipt of such applicants' request and the Trust Administrator is
not the Certificate Registrar, the Trust Administrator shall promptly request
from the Certificate Registrar a current list as provided in paragraph (a)
hereof, and shall afford such applicants access to such list promptly upon
receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar, the Trust
Administrator and the Trustee that neither the Seller, the Master Servicer, the
Certificate Registrar, the Trust Administrator nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names,
addresses and Percentage Interests of the Certificateholders hereunder,
regardless of the source from which such information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trust Administrator
initially designates the Corporate Trust Office and the principal corporate
trust office of the Authenticating Agent, if any, as its offices and agencies
for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in writing
that the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding Subclass of Book-Entry
Certificates advise the Trust Administrator through the Clearing Agency and
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Beneficial Owners, the Trust Administrator shall notify the Beneficial Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Beneficial Owners requesting the
same. Upon surrender to the Trust Administrator by the Clearing Agency of the
Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trust Administrator shall execute and authenticate
Definitive Certificates for delivery at its Corporate Trust Office. The Master
Servicer shall arrange for, and will bear all costs of, the printing and
issuance of such Definitive Certificates. Neither the Seller, the Master
Servicer, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master Servicer and
Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of his or
its duties hereunder or by reason of reckless disregard of his or its
obligations and duties hereunder. The Seller, the Master Servicer and any of the
directors, officers, employees or agents of either may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. Neither the Seller nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and which in its opinion does not involve it in any expense or
liability; provided, however, that the Seller or the Master Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder if the Certificateholders
offer to the Seller or the Master Servicer, as the case may be, reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Estate, and the Seller or the Master Servicer shall be
entitled to be reimbursed therefor out of the Certificate Accounts, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated between the Group 1 Certificates and Group 2 Certificates, pro rata,
and within each Group in reduction of distributions on the Class A, Class M and
Class B Certificates of such Group in the same manner as Realized Losses to such
Group are allocated pursuant to Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
Trustee, the Trust Administrator or a successor servicer shall have assumed the
Master Servicer's responsibilities, duties, liabilities and obligations
hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement and
any investment income on funds on deposit in the applicable Certificate Account
as additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee and the Trust Administrator,
and any agreement, instrument or act purporting to effect any such assignment,
transfer, delegation or appointment shall be void. Notwithstanding the
foregoing, the Master Servicer shall have the right without the prior written
consent of the Trustee or the Trust Administrator (i) to assign its rights and
delegate its duties and obligations hereunder; provided, however, that (a) the
purchaser or transferee accepting such assignment or delegation is qualified to
service mortgage loans for FNMA or FHLMC, is satisfactory to the Trustee and the
Trust Administrator, in the exercise of its reasonable judgment, and executes
and delivers to the Trustee and the Trust Administrator an agreement, in form
and substance reasonably satisfactory to the Trustee and the Trust
Administrator, which contains an assumption by such purchaser or transferee of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer hereunder from and after the
date of such agreement; and (b) each applicable Rating Agency's rating of any
Certificates in effect immediately prior to such assignment, sale or transfer is
not reasonably likely to be qualified, downgraded or withdrawn as a result of
such assignment, sale or transfer and the Certificates are not reasonably likely
to be placed on credit review status by any such Rating Agency; and (ii) to
delegate to, subcontract with, authorize, or appoint an affiliate of the Master
Servicer to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer under this Agreement and hereby
agrees so to delegate, subcontract, authorize or appoint to an affiliate of the
Master Servicer any duties, covenants or obligations to be performed and carried
out by the Master Servicer to the extent that such duties, covenants or
obligations are to be performed in any state or states in which the Master
Servicer is not authorized to do business as a foreign corporation but in which
the affiliate is so authorized. In no case, however, shall any permitted
assignment and delegation relieve the Master Servicer of any liability to the
Trustee, the Trust Administrator or the Seller under this Agreement, incurred by
it prior to the time that the conditions contained in clause (i) above are met.
Section 6.07. Indemnification of Trustee, Trust Administrator and Seller by
Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee, the
Trust Administrator and the Seller and any director, officer or agent thereof
against any loss, liability or expense, including reasonable attorney's fees,
arising out of, in connection with or incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties of the Master Servicer
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement. Any payment pursuant to this Section made by the
Master Servicer to the Trustee, the Trust Administrator or the Seller shall be
from such entity's own funds, without reimbursement therefor. The provisions of
this Section 6.07 shall survive the termination of this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by the
Master Servicer under the terms of this Agreement which, in either case,
continues unremedied for a period of three business days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or to
the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer in the Certificates or in this Agreement
which continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by the holders of Certificates evidencing in the
aggregate not less than 25% of the aggregate Voting Interest represented by
all Certificates; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged and unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to
the Master Servicer, or of or relating to all or substantially all of its
property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment
of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and FHMLC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer and the Trust Administrator (and to the Trustee if given
by the Certificateholders) may terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans, but
without prejudice to any rights which the Master Servicer may have to the
aggregate Master Servicing Fees due prior to the date of transfer of the Master
Servicer's responsibilities hereunder, reimbursement of expenses to the extent
permitted by this Agreement, Periodic Advances and other advances of its own
funds. Upon receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trust Administrator on behalf of the Trustee pursuant to and under this
Section, subject to the provisions of Section 7.05; and, without limitation, the
Trust Administrator on behalf of the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trust Administrator and the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder and shall promptly provide the Trustee all documents and records
reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trust Administrator
on behalf of the Trustee all amounts which then have been or should have been
deposited in a Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and Duties of Trustee During
Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the Master Servicer and upon Event
of Default.
In the event that the Trustee or the Trust Administrator shall have
knowledge of any failure of the Master Servicer specified in Section 7.01(i) or
(ii) which would become an Event of Default upon the Master Servicer's failure
to remedy the same after notice, the Trustee or Trust Administrator may, but
need not if the Trustee or Trust Administrator, as the case may be, deems it not
in the Certificateholders' best interest, give notice thereof to the Master
Servicer. For all purposes of this Agreement, in the absence of actual knowledge
by a corporate trust officer of the Trustee or the Trust Administrator, the
Trustee or the Trust Administrator, as the case may be, shall not be deemed to
have knowledge of any failure of the Master Servicer as specified in Section
7.01(i) and (ii) or any Event of Default unless notified thereof in writing by
the Master Servicer or by a Certificateholder.
Section 7.05. Trust Administrator to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee or the Trust Administrator receives the resignation of the
Master Servicer evidenced by an Opinion of Counsel pursuant to Section 6.04, the
Trust Administrator on behalf of the Trustee shall be the successor in all
respects to the Master Servicer in its capacity as master servicer under this
Agreement and the transactions set forth or provided for herein and shall have
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof and in its capacity as such successor shall have the same
limitation of liability herein granted to the Master Servicer. In the event that
the Trust Administrator is succeeding to the Master Servicer as the Master
Servicer, as compensation therefor, the Trust Administrator shall be entitled to
receive monthly such portion of the Master Servicing Fee, together with such
other servicing compensation as is agreed to at such time by the Trust
Administrator and the Master Servicer, but in no event more than 25% thereof
until the date of final cessation of the Master Servicer's servicing activities
hereunder. Notwithstanding the above, the Trust Administrator may, if it shall
be unwilling to so act, or shall, if it is unable to so act or to obtain a
qualifying bid as described below, appoint, or petition a court of competent
jurisdiction to appoint, any housing and home finance institution, bank or
mortgage servicing institution having a net worth of not less than $10,000,000
and meeting such other standards for a successor servicer as are set forth
herein, as the successor to the Master Servicer hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, however, that until such a successor master
servicer is appointed and has assumed the responsibilities, duties and
liabilities of the Master Servicer hereunder, the Trust Administrator shall
continue as the successor to the Master Servicer as provided above. The
compensation of any successor master servicer so appointed shall not exceed the
compensation specified in Section 6.05 hereof. In the event the Trust
Administrator is required to solicit bids as provided above, the Trust
Administrator shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trust Administrator shall
negotiate and effect the sale, transfer and assignment of the master servicing
rights and responsibilities hereunder to the qualified party submitting the
highest qualifying bid. The Trust Administrator shall deduct all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities hereunder from any sum received by the
Trust Administrator from the successor to the Master Servicer in respect of such
sale, transfer and assignment. After such deductions, the remainder of such sum
shall be paid by the Trust Administrator to the Master Servicer at the time of
such sale, transfer and assignment to the Master Servicer's successor. The Trust
Administrator and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The Master
Servicer agrees to cooperate with the Trust Administrator and any successor
servicer in effecting the termination of the Master Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trust
Administrator or such successor master servicer, as applicable, all documents
and records reasonably requested by it to enable it to assume the Master
Servicer's function hereunder and shall promptly also transfer to the Trust
Administrator or such successor master servicer, as applicable, all amounts
which then have been or should have been deposited in a Certificate Account by
the Master Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans. Neither the Trust Administrator nor any other
successor master servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Notwithstanding anything to the contrary contained in Section
7.01 above or this Section 7.05, the Master Servicer shall retain all of its
rights and responsibilities hereunder, and no successor (including the Trust
Administrator) shall succeed thereto, if the assumption thereof by such
successor would cause the rating assigned to any Certificates to be revoked,
downgraded or placed on credit review status (other than for possible upgrading)
by either Rating Agency and the retention thereof by the Master Servicer would
avert such revocation, downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trust Administrator shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register. The Trust Administrator shall
also, within 45 days after the occurrence of any Event of Default known to the
Trust Administrator, give written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register, unless such Event of
Default shall have been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator.
The Trustee and the Trust Administrator, prior to the occurrence of an
Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee and the Trust Administrator,
subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in its exercise as a prudent investor would exercise or
use under the circumstances in the conduct of such investor's own affairs.
The Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee and the Trust Administrator, which are
specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they are in the form required
by this Agreement; provided, however, that the Trustee and the Trust
Administrator shall not be responsible for the accuracy or content of any
certificate, statement, instrument, report, notice or other document furnished
by the Master Servicer or the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
and the Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trustee
and the Trust Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trust Administrator and, in the
absence of bad faith on the part of the Trustee and the Trust
Administrator, the Trustee and the Trust Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the
Trustee and the Trust Administrator, and conforming to the requirements of
this Agreement;
(ii) The Trustee and the Trust Administrator shall not be personally
liable with respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of holders of
Certificates which evidence in the aggregate not less than 25% of the
Voting Interest represented by all Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee and the Trust Administrator, or exercising any trust or power
conferred upon the Trustee and the Trust Administrator, under this
Agreement; and
(iii) The Trustee and the Trust Administrator shall not be liable for
any error of judgment made in good faith by any of their respective
Responsible Officers, unless it shall be proved that the Trustee or the
Trust Administrator or such Responsible Officer, as the case may be, was
negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee or the Trust Administrator to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if there is
reasonable ground for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee and the Trust Administrator.
Except as otherwise provided in Section 8.01:
(i) Each of the Trustee and the Trust Administrator may rely and shall
be protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;
(ii) Each of the Trustee and the Trust Administrator may consult with
counsel, and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such Opinion
of Counsel;
(iii) Neither of the Trustee nor the Trust Administrator shall be
personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement; and
(iv) Each of the Trustee and the Trust Administrator may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys.
Section 8.03. Neither Trustee nor Trust Administrator Required to Make
Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, neither the Trustee nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, Mortgage,
Mortgage Note or other paper or document (provided the same appears regular on
its face), unless requested in writing to do so by holders of Certificates
evidencing in the aggregate not less than 51% of the Voting Interest represented
by all Certificates; provided, however, that if the payment within a reasonable
time to the Trustee or the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee or the Trust Administrator, not reasonably assured
to the Trustee or the Trust Administrator by the security afforded to it by the
terms of this Agreement, the Trustee or the Trust Administrator may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such investigation shall be paid by
the Master Servicer or, if paid by the Trustee or the Trust Administrator, shall
be repaid by the Master Servicer upon demand.
Section 8.04. Neither Trustee nor Trust Administrator Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and neither the Trustee nor the Trust Administrator
assumes responsibility as to the correctness of the same. Neither the Trustee
nor the Trust Administrator makes any representation for the correctness of the
same. Neither the Trustee nor the Trust Administrator makes any representation
as to the validity or sufficiency of this Agreement or of the Certificates or of
any Mortgage Loan or related document. Subject to Section 2.04, neither the
Trustee nor the Trust Administrator shall be accountable for the use or
application by the Seller of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Master
Servicer in respect of the Mortgage Loans deposited into a Certificate Account
by the Master Servicer or, in its capacity as trustee, for investment of any
such amounts.
Section 8.05. Trustee and Trust Administrator May Own Certificates.
Each of the Trustee, the Trust Administrator and any agent thereof, in its
individual or any other capacity, may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee, Trust
Administrator or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to each of the Trustee and
the Trust Administrator from time to time, and each of the Trustee and the Trust
Administrator shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee or the Trust Administrator, as the
case may be, and the Master Servicer will pay or reimburse the Trustee or the
Trust Administrator, as the case may be, upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement, or advance as
may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
Each of the Trustee and the Trust Administrator hereunder shall at all
times (i) be a corporation or association having its principal office in a state
and city acceptable to the Seller, organized and doing business under the laws
of such state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, or shall be a member of a bank holding system, the aggregate
combined capital and surplus of which is at least $50,000,000, provided that its
separate capital and surplus shall at all times be at least the amount specified
in Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a credit
rating or be otherwise acceptable to the Rating Agencies such that neither of
the Rating Agencies would reduce their respective then current ratings of the
Certificates (or have provided such security from time to time as is sufficient
to avoid such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, such
entity shall resign immediately in the manner and with the effect specified in
Section 8.08.
Section 8.08. Resignation and Removal.
Either of the Trustee or the Trust Administrator may at any time resign and
be discharged from the trust hereby created by giving written notice of
resignation to the Master Servicer, such resignation to be effective upon the
appointment of a successor trustee. Upon receiving such notice of resignation,
the Master Servicer shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning entity and one copy to its successor. If no successor trustee shall
have been appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Trust
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee or trust administrator.
If at any time the Trustee or the Trust Administrator shall cease to be
eligible in accordance with the provisions of Section 8.07 and shall fail to
resign after written request for its resignation by the Master Servicer, or if
at any time the Trustee or the Trust Administrator shall become incapable of
acting, or an order for relief shall have been entered in any bankruptcy or
insolvency proceeding with respect to such entity, or a receiver of such entity
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of the property or
affairs of the Trustee or the Trust Administrator for the purpose of
rehabilitation, conversion or liquidation, or the Master Servicer shall deem it
necessary in order to change the situs of the Trust Estate for state tax
reasons, then the Master Servicer shall remove the Trustee and/or the Trust
Administrator, as the case may be, and appoint a successor trustee and/or
successor trust administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor trustee or successor trust administrator,
as the case may be.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and/or the Trust Administrator and appoint a successor by written instrument or
instruments, in triplicate, signed by such holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, one complete set of which shall be delivered to the entity or
entities so removed and one complete set of which shall be delivered to the
successor so appointed.
Any resignation or removal of the Trustee or the Trust Administrator and
appointment of a successor pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor as
provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee or successor trust administrator appointed as
provided in Section 8.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor trustee or trust administrator, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee or trust administrator shall
become effective, and such successor, without any further act, deed or
reconveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee or trust administrator, as the case may be, herein. The
predecessor trustee or trust administrator shall deliver to its successor all
Owner Mortgage Loan Files and related documents and statements held by it
hereunder (other than any Owner Mortgage Loan Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Seller, the Master Servicer and the predecessor entity shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or successor trust administrator, as the case may be, all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee or trust
administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Master Servicer fails to mail such
notice within ten days after acceptance of the successor trustee or trust
administrator, as the case may be, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which either the Trustee or the Trust Administrator may be
merged or converted or with which it may be consolidated, to which it may sell
or transfer its corporate trust business and assets as a whole or substantially
as a whole or any Person resulting from any merger, sale, transfer, conversion
or consolidation to which the Trustee or the Trust Administrator shall be a
party, or any Person succeeding to the business of such entity, shall be the
successor of the Trustee or Trust Administrator, as the case may be, hereunder;
provided, however, that (i) such Person shall be eligible under the provisions
of Section 8.07, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, and (ii) the Trustee or the Trust Administrator, as the case
may be, shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee or the Trust Administrator, as the case may be.
Section 8.11. Authenticating Agent.
The Trust Administrator may appoint an Authenticating Agent, which shall be
authorized to act on behalf of the Trust Administrator in authenticating
Certificates. Wherever reference is made in this Agreement to the authentication
of Certificates by the Trust Administrator or the Trust Administrator's
countersignature, such reference shall be deemed to include authentication on
behalf of the Trust Administrator by the Authenticating Agent and a certificate
of authentication executed on behalf of the Trust Administrator by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trust
Administrator or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Trust Administrator,
the Seller and the Master Servicer. The Trust Administrator may at any time
terminate the agency of the Authenticating Agent by giving written notice
thereof to the Authenticating Agent, the Seller and the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case at any
time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 8.11, the Trust Administrator promptly shall appoint
a successor Authenticating Agent, which shall be acceptable to the Master
Servicer, and shall give written notice of such appointment to the Seller, and
shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trust Administrator. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trust Administrator may at any time on or after the Closing Date, with
the consent of the Master Servicer and the Seller, appoint one or more
Custodians to hold all or a portion of the Owner Mortgage Loan Files as agent
for the Trust Administrator, by entering into a Custodial Agreement. Subject to
this Article VIII, the Trust Administrator agrees to comply with the terms of
each Custodial Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Owner
Mortgage Loan File. Each Custodial Agreement may be amended only as provided in
Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee, the Trust Administrator and the Master Servicer
covenants and agrees that it shall perform its duties hereunder in a manner
consistent with the REMIC Provisions and shall not knowingly take any action or
fail to take any action that would (i) affect the determination of the Trust
Estate's status as two separate REMICs; or (ii) cause the imposition of any
federal, state or local income, prohibited transaction, contribution or other
tax on either the Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate.
The Master Servicer, or, in the case of any tax return or other action required
by law to be performed directly by the Trust Administrator, the Trust
Administrator, shall (i) prepare or cause to be prepared, timely cause to be
signed by the Trustee and file or cause to be filed annual federal and
applicable state and local income tax returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC using a calendar year as the taxable year and the
accrual method of accounting; (ii) in the first such federal tax returns, make,
or cause to be made, elections satisfying the requirements of the REMIC
Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier REMIC
and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward, or
cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trust Administrator and calculated on a monthly basis by using the
issue prices of the Certificates; (iv) make available information necessary for
the application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class 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 1-A-8, Class 1-A-9, Class
1-A-10, Class 1-A-11, Class 1-A-12, Class 1-A-PO, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, and Class 1-A-R
Certificates, the Class 1-M Certificates, the Class 2-M Certificates and the
Class 1-B-l, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 2-B-l,
Class 2-B-2, Class 2-B-3, Class 2-B-4 and Class 2-B-5 Certificates and the
interests in the Lower-Tier REMIC represented by the Class 1-A-L1, Class 1-A-L2,
Class 1-A-L3, Class 1-A-L5, Class 1-A-L6, Class 1-A-LPO, Class 1-A-LUR, Class
2-A-L1, Class 2-A-L3, Class 2-A-LPO, Class 1-B-L1, Class 1-B-L2, Class 1-B-L3,
Class 1-B-L4, Class 1-B-L5, Class 2-B-L1, Class 2-B-L2, Class 2-B-L3, Class
2-B-L4, Class 2-B-L5 and Class 1-M-L and Class 2-M-L Interests and the Class
1-A-LR Certificate; (viii) exercise reasonable care not to allow the occurrence
of any "prohibited transactions" within the meaning of Code Section 860F(a),
unless the Master Servicer shall have provided an Opinion of Counsel to the
Trustee and the Trust Administrator that such occurrence would not (a) result in
a taxable gain, (b) otherwise subject either the Upper-Tier REMIC or Lower-Tier
REMIC or the Trust Estate to tax or (c) cause the Trust Estate to fail to
qualify as two separate REMICs; (ix) exercise reasonable care not to allow
either the Upper-Tier REMIC or the Lower-Tier REMIC to receive income from the
performance of services or from assets not permitted under the REMIC Provisions
to be held by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or the
Lower-Tier REMIC) the amount of any federal income tax, including, without
limitation, prohibited transaction taxes, taxes on net income from foreclosure
property, and taxes on certain contributions to a REMIC after the Startup Day,
imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when
and as the same shall be due and payable (but such obligation shall not prevent
the Master Servicer or any other appropriate Person from contesting any such tax
in appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class 1-A-R and
Class 1-A-LR Certificateholders for such purpose (or if the Master Servicer is
not so permitted, the Holders of the Class 1-A-R and Class 1-A-LR Certificates
shall be tax matters persons in accordance with the REMIC Provisions). The
Master Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for
any taxes paid by it pursuant to clause (x) of the preceding sentence, except to
the extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee's sole duties with respect to the Upper-Tier
REMIC and Lower Tier REMIC are to sign the tax returns referred to in clause (i)
of the second preceding sentence and to comply with written directions from the
Master Servicer or the Trust Administrator.
In order to enable the Master Servicer, the Trust Administrator or the
Trustee, as the case may be, to perform its duties as set forth above, the
Seller shall provide, or cause to be provided, to the Master Servicer within ten
days after the Closing Date all information or data that the Master Servicer
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of each Class and Subclass of Certificates
and the Mortgage Loans in the aggregate. Thereafter, the Seller shall provide to
the Master Servicer, the Trust Administrator or the Trustee, as the case may be,
promptly upon request therefor, any such additional information or data that the
Master Servicer, the Trust Administrator or the Trustee, as the case may be, may
from time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer,
the Trust Administrator or the Trustee, as the case may be, for any losses,
liabilities, damages, claims or expenses of the Master Servicer, the Trust
Administrator or the Trustee arising from any errors or miscalculations by the
Master Servicer, the Trust Administrator or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer, the Trust
Administrator or the Trustee, as the case may be, on a timely basis. The Master
Servicer hereby indemnifies the Seller, the Trust Administrator and the Trustee
for any losses, liabilities, damages, claims or expenses of the Seller, the
Trust Administrator or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the Upper-Tier REMIC and Lower-Tier REMIC as
described above. In the event that the Trust Administrator prepares any of the
federal, state and local tax returns of the Upper-Tier REMIC or Lower-Tier REMIC
as described above, the Trust Administrator hereby indemnifies the Seller, the
Master Servicer and the Trustee for any losses, liabilities, damages, claims or
expenses of the Seller, the Master Servicer or the Trustee arising from the
Trust Administrator's willful misfeasance, bad faith or negligence in connection
with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, the Master
Servicer, the Trust Administrator and the Trustee shall pay from its own funds,
without any right of reimbursement therefor, the amount of any costs,
liabilities and expenses incurred by the Trust Estate (including, without
limitation, any and all federal, state or local taxes, including taxes imposed
on "prohibited transactions" within the meaning of the REMIC Provisions) if and
to the extent that such costs, liabilities and expenses arise from a failure of
the Master Servicer, the Trust Administrator or the Trustee, respectively, to
perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trust Administrator shall make a Periodic Advance as
required by Section 3.03 hereof; provided, however, the Trust Administrator
shall not be required to make such Periodic Advances if prohibited by law or if
it determines that such Periodic Advance would be a Nonrecoverable Advance. With
respect to those Periodic Advances which should have been made by Norwest
Mortgage, the Trust Administrator shall be entitled, pursuant to Section
3.02(a)(i), (ii) or (v) hereof, to be reimbursed from the appropriate
Certificate Account for Periodic Advances and Nonrecoverable Advances made by
it.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the Seller or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the respective obligations and responsibilities of
the Seller, the Master Servicer, the Trust Administrator and the Trustee created
hereby (other than the obligation of the Trust Administrator to make certain
payments after the Final Distribution Date to Certificateholders and the
obligation of the Master Servicer to send certain notices as hereinafter set
forth and the tax reporting obligations under Sections 4.05 and 8.14 hereof)
shall terminate upon the last action required to be taken by the Trust
Administrator on the Final Distribution Date pursuant to this Article IX
following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the sum of the Pool 1 and Pool 2 Scheduled Principal
Balances of the Mortgage Loans as of the Final Distribution Date being less than
the amount set forth in Section 11.25. In the case of any purchase by the Seller
pursuant to said clause (i), the Seller shall provide to the Trust Administrator
the certification required by Section 3.04 and the Trust Administrator and the
Custodian shall, promptly following payment of the purchase price, release to
the Seller the Owner Mortgage Loan Files pertaining to the Mortgage Loans being
purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trust Administrator
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer (if it is exercising its right to purchase the assets of
the Trust Estate) or by the Trust Administrator (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trust Administrator
therein designated, (B) the amount of any such final payment and (C) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made (except in the case of any Class A Certificate surrendered
on a prior Distribution Date pursuant to Section 4.01) only upon presentation
and surrender of the Certificates at the office or agency of the Trust
Administrator therein specified. If the Master Servicer is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Trust Administrator and the Certificate Registrar at the time such notice is
given to Certificateholders. In the event such notice is given by the Master
Servicer, the Master Servicer shall deposit in the appropriate Certificate
Account on or before the Final Distribution Date in immediately available funds
an amount equal to the purchase price for the assets of the Trust Estate
computed as above provided. Failure to give notice of termination as described
herein shall not entitle a Certificateholder to any interest beyond the interest
payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trust
Administrator shall cause to be distributed from the appropriate Certificate
Account to Certificateholders on the Final Distribution Date in proportion to
their respective Percentage Interests an amount equal to (i) as to the
Subclasses of Class A Certificates, the respective Class 1-A Subclass Principal
Balance and the respective Class 2-A Subclass Principal Balance together with
any related Class 1-A Subclass Unpaid Interest Shortfall and Class 2-A Subclass
Unpaid Interest Shortfall and one month's interest in an amount equal to the
respective Class 1-A Subclass Interest Accrual Amount and the respective Class
2-A Subclass Interest Accrual Amount, (ii) as to the Class 1-M Certificates and
Class 2-M Certificates, the Class 1-M Principal Balance and Class 2-M Principal
Balance together with any related Class 1-M Unpaid Interest Shortfall and any
related Class 2-M Unpaid Interest Shortfall and one month's interest at the
Class 1-M Pass-Through Rate on the Class 1-M Principal Balance and one month's
interest at the Class 2-M Pass-Through Rate on the Class 2-M Principal Balance,
(iii) as to the Subclasses of Class 1-B Certificates and the Subclasses of Class
2-B Certificates, the respective Class 1-B Subclass Principal Balance and the
respective Class 2-B Subclass Principal Balance together with any related Class
1-B Subclass Unpaid Interest Shortfall and any related Class 2-B Subclass Unpaid
Interest Shortfall and one month's interest in an amount equal to the respective
Class 1-B Subclass Interest Accrual Amount and the respective Class 2-B Subclass
Interest Accrual Amount and (iv) as to the Class 1-A-R and Class 1-A-LR
Certificates, the amounts, if any, which remain on deposit in the Upper-Tier
Certificate Account and the Certificate Accounts, respectively (other than
amounts retained to meet claims) after application pursuant to clauses (i), (ii)
and (iii) above and payment to the Master Servicer of any amounts it is entitled
as reimbursement or otherwise hereunder. Such amount shall be distributed in
respect of interest and principal in respect of the Uncertificated Lower-Tier
Interests in the same amounts as distributed to their Corresponding Upper-Tier
Class or Classes in the manner specified in Section 4.01(a)(ii). Notwithstanding
the foregoing, if the price paid pursuant to clause (i) of the first paragraph
of this Section 9.01, after reimbursement to the Servicers, the Master Servicer
and the Trust Administrator of any Periodic Advances, is insufficient to pay in
full the amounts set forth in clauses (i), (ii) and (iii) of this paragraph,
then any shortfall in the amount available for distribution to
Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(b) and 4.02(g) hereof. Such
distribution on the Final Distribution Date shall be in lieu of the distribution
otherwise required to be made on such Distribution Date in respect of each Class
of Certificates.
In the event that all of the Certificateholders shall not surrender their
Certificates for final payment and cancellation within three months following
the Final Distribution Date, the Trust Administrator shall on such date cause
all funds, if any, in the Certificate Accounts not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the Trust
Administrator (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within three months
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds on deposit in such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator has received an Opinion of Counsel to the effect
that any other manner of termination (i) will constitute a "qualified
liquidation" of the Trust Estate within the meaning of Code Section
860F(a)(4)(A) and (ii) will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to federal tax or cause the Trust Estate to fail to qualify as
two separate REMICs at any time that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trust
Administrator shall sell all of the assets of the Trust Estate to the
Seller for cash at the purchase price specified in Section 9.01 and shall
distribute such cash within 90 days of such adoption in the manner
specified in Section 9.01.
<PAGE>
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the
Trustee, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as two
separate REMICs at all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on the Trust Estate,
the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that such action
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action shall not, as
evidenced by such Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder, (iv) to change the timing and/or nature
of deposits into the Upper-Tier Certificate Account and Certificate Accounts
provided that (a) such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Certificateholder
and (b) such change shall not adversely affect the then-current rating of the
Certificates as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02 or any other
provisions hereof restricting transfer of the Certificates, provided that the
Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the aggregate Voting Interests of each Class or Subclass of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class or Subclass; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class or Subclass in a manner other than as described in
clause (i) hereof without the consent of Holders of Certificates of such Class
or Subclass evidencing, as to such Class or Subclass, Voting Interests
aggregating not less than 66-2/3% or (iii) reduce the aforesaid percentage of
Certificates of any Class or Subclass the Holders of which are required to
consent to any such amendment, without the consent of the Holders of all
Certificates of such Class or Subclass then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not subject either the Upper-Tier REMIC or the
Lower-Tier REMIC to tax or cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trust Administrator shall furnish written notification
of the substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder, the Trust Administrator or the Trustee; provided,
however, (i) that such amendment does not conflict with any provisions of the
related Servicing Agreement, (ii) that the related Servicing Agreement provides
for the remittance of each type of Unscheduled Principal Receipts received by
such Servicer during the Applicable Unscheduled Principal Receipt Period (as so
amended) related to each Distribution Date to the Master Servicer no later than
the 24th day of the month in which such Distribution Date occurs and (iii) that
such amendment is for the purpose of:
(a) changing the Applicable Unscheduled Principal Receipt Period for
Exhibit F-1 and F-1A Mortgage Loans to a Mid-Month Receipt Period with
respect to all Unscheduled Principal Receipts; or
(b) changing the Applicable Unscheduled Principal Receipt Period for all
Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trust Administrator.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trust Administrator, but
only upon direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trust Administrator a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
evidencing not less than 25% of the Voting Interest represented by all
Certificates shall have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator
hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trust Administrator, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided and
for the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland
21703, Attention: Vice President or such other address as may hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer, (iii)
in the case of the Trustee, to the Corporate Trust Office and (iv) in the case
of the Trust Administrator, to the Corporate Trust Office, or such other address
as may hereafter be furnished to the Seller and the Master Servicer in writing
by the Trustee or the Trust Administrator, in each case Attention: Corporate
Trust Department Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice mailed
or transmitted within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer, the Trust
Administrator or the Trustee shall not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, the Trust Administrator, such Servicer or a
Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies.
(a) The Trust Administrator shall give prompt notice to each Rating Agency
of the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency of
the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee or the Trust
Administrator pursuant to Section 8.08;
(iii) the appointment of a successor trustee or trust administrator
pursuant to Section 8.09; or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01(a). Class 1-A Fixed Pass-Through Rate.
The Class 1-A Fixed Pass-Through Rate is 7.000% per annum.
(b). Class 2-A Fixed Pass-Through Rate.
The Class 2-A Fixed Pass-Through Rate is 6.750% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is January 1, 1998.
Section 11.03(a). Pool 1 Cut-Off Date Aggregate Principal Balance.
The Pool 1 Cut-Off Date Aggregate Principal Balance is $200,043,287.50.
(b). Pool 2 Cut-Off Date Aggregate Principal Balance.
The Pool 2 Cut-Off Date Aggregate Principal Balance is $274,442,315.44.
Section 11.04(a). Original Class 1-A Percentage.
The Original Class 1-A Percentage is 95.99685098%.
(b). Original Class 2-A Percentage.
The Original Class 2-A Percentage is 95.99840814%.
Section 11.05(a). Original Class 1-A Subclass Principal Balances.
As to the following Subclasses of Class 1-A Certificates, the Class 1-A
Subclass Principal Balance of such Subclass as of the Cut-Off Date, as follows:
Original Class 1-A
Class 1-A Subclass Subclass Principal Balance
Class 1-A-1 $25,000,000.00
Class 1-A-2 $38,756,000.00
Class 1-A-3 $ 4,524,000.00
Class 1-A-5 $48,075,000.00
Class 1-A-6 $23,834,000.00
Class 1-A-7 $ 4,343,000.00
Class 1-A-8 $13,645,000.00
Class 1-A-9 $ 7,512,000.00
Class 1-A-10 $ 3,876,000.00
Class 1-A-11 $ 332,000.00
Class 1-A-12 $22,000,000.00
Class 1-A-PO $ 143,813.67
Class 1-A-LR $ 100.00
Class 1-A-R $ 100.00
(b). Original Class 2-A Subclass Principal Balances.
As to the following Subclasses of Class 2-A Certificates, the Class 2-A
Subclass Principal Balance of such Subclass as of the Cut-Off Date, as follows:
Original Class 2-A
Class 2-A Subclass Subclass Principal Balance
Class 2-A-1 $101,161,000.00
Class 2-A-2 $ 18,613,000.00
Class 2-A-3 $ 75,000,000.00
Class 2-A-4 $ 24,377,000.00
Class 2-A-5 $ 14,300,000.00
Class 2-A-6 $ 29,919,000.00
Class 2-A-PO $ 94,016.24
Section 11.06(a). Original Class 1-A Non-PO Principal Balance.
The Original Class 1-A Non-PO Principal Balance is $191,897,200.00
(b). Original Class 2-A Non-PO Principal Balance.
The Original Class 2-A Non-PO Principal Balance is $263,370,000.00
Section 11.07. Original Class A-4 Notional Amount.
The Original Class A-4 Notional Amount is $5,350,485.71.
Section 11.08. Original Component Principal Balances.
As to the following Components, the Component Principal Balance of such
Component as of the Cut-Off Date, as follows:
Original Component
Component Principal Balance
Class 1-A-7A Component $ 1,364,000.00
Class 1-A-7B Component $ 2,979,000.00
Class 1-A-9A Component $ 3,792,000.00
Class 1-A-9B Component $ 2,920,000.00
Class 1-A-9C Component $ 800,000.00
Class 1-A-10A Component $ 2,958,000.00
Class 1-A-10B Component $ 354,000.00
Class 1-A-10C Component $ 564,000.00
Section 11.09(a). Group 1 Original Subordinated Percentage.
The Group 1 Original Subordinated Percentage is 4.00314902%.
(b). Group 2 Original Subordinated Percentage.
The Group 2 Original Subordinated Percentage is 4.00159186%.
Section 11.10(a). Original Class 1-M Percentage.
The Original Class 1-M Percentage is 1.25112886%.
(b). Original Class 2-M Percentage.
The Original Class 2-M Percentage is 1.25060006%.
Section 11.11(a). Original Class 1-M Principal Balance.
The Original Class 1-M Principal Balance is $2,501,000.00.
(b). Original Class 2-M Principal Balance.
The Original Class 2-M Principal Balance is $3,431,000.00.
Section 11.12(a). Original Class 1-M Fractional Interest.
The Original Class 1-M Fractional Interest is 2.75202016%.
(b). Original Class 2-M Fractional Interest.
The Original Class 2-M Fractional Interest is 2.75099179%.
Section 11.13(a). Original Class 1-B-1 Percentage.
The Original Class 1-B-1 Percentage is 1.35067889%.
(b). Original Class 2-B-1 Percentage.
The Original Class 2-B-1 Percentage is 1.40040963%.
Section 11.14(a). Original Class 1-B-2 Percentage.
The Original Class 1-B-2 Percentage is 0.55067679%.
(b). Original Class 2-B-2 Percentage.
The Original Class 2-B-2 Percentage is 0.50009422%.
Section 11.15(a). Original Class 1-B-3 Percentage.
The Original Class 1-B-3 Percentage is 0.42021121%.
(b). Original Class 2-B-3 Percentage.
The Original Class 2-B-3 Percentage is 0.35028466%.
Section 11.16(a). Original Class 1-B-4 Percentage.
The Original Class 1-B-4 Percentage is 0.15007543%.
(b). Original Class 2-B-4 Percentage.
The Original Class 2-B-4 Percentage is 0.19974609%.
Section 11.17(a). Original Class 1-B-5 Percentage.
The Original Class 1-B-5 Percentage is 0.28037784%.
(b). Original Class 2-B-5 Percentage.
The Original Class 2-B-5 Percentage is 0.30045719%.
Section 11.18(a). Original Class 1-B Principal Balance.
The Original Class 1-B Principal Balance is $5,501,273.83.
(b). Original Class 2-B Principal Balance.
The Original Class 2-B Principal Balance is $7,547,299.20.
Section 11.19(a). Original Class 1-B Subclass Principal Balances.
As to any Class 1-B Certificate, the Class 1-B Subclass Principal Balance
of such Subclass as of the Cut-Off Date, is as follows:
Original Class 1-B
Class 1-B Subclass Subclass Principal Balance
Class 1-B-1 $2,700,000.00
Class 1-B-2 $1,100,800.00
Class 1-B-3 $ 840,000.00
Class 1-B-4 $ 300,000.00
Class 1-B-5 $ 560,473.83
(b). Original Class 2-B Subclass Principal Balances.
As to any Class 2-B Certificate, the Class 2-B Subclass Principal Balance
of such Subclass as of the Cut-Off Date, is as follows:
Original Class 2-B
Class 2-B Subclass Subclass Principal Balance
Class 2-B-1 $3,842,000.00
Class 2-B-2 $1,372,000.00
Class 2-B-3 $ 961,000.00
Class 2-B-4 $ 548,000.00
Class 2-B-5 $ 824,299.20
Section 11.20(a). Original Class 1-B-1 Fractional Interest.
The Original Class 1-B-1 Fractional Interest is 1.40134127%.
(b). Original Class 2-B-1 Fractional Interest.
The Original Class 2-B-1 Fractional Interest is 1.35058216%.
Section 11.21(a). Original Class 1-B-2 Fractional Interest.
The Original Class 1-B-2 Fractional Interest is 0.85066448%.
(b). Original Class 2-B-2 Fractional Interest.
The Original Class 2-B-2 Fractional Interest is 0.85048794%.
Section 11.22(a). Original Class 1-B-3 Fractional Interest.
The Original Class 1-B-3 Fractional Interest is 0.43045327%.
(b). Original Class 2-B-3 Fractional Interest.
The Original Class 2-B-3 Fractional Interest is 0.50020328%.
Section 11.23(a). Original Class 1-B-4 Fractional Interest.
The Original Class 1-B-4 Fractional Interest is 0.28037784%.
(b). Original Class 2-B-4 Fractional Interest.
The Original Class 2-B-4 Fractional Interest is 0.30045719%.
Section 11.24. Closing Date.
The Closing Date is January 28, 1998.
Section 11.25. Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the sum of the Pool 1 and Pool 2
Scheduled Principal Balances of the Mortgage Loans being less than
$47,448,560.29 (10% of the sum of the Pool 1 and Pool 2 Cut-Off Date Aggregate
Principal Balances) at the time of any such purchase.
Section 11.26. Wire Transfer Eligibility.
With respect to the Class A Certificates, Class M Certificates and Class B
Certificates, the minimum Denomination eligible for wire transfer on each
Distribution Date is $500,000.
Section 11.27. Single Certificate.
A Single Certificate for each Subclass of Class A Certificates (other than
the Class 1-A-4, Class 1-A-R and Class 1-A-LR Certificates), the Class M
Certificates and the Class B Certificates (other than the Class 1-B-3, Class
1-B-4, Class 1-B-5, Class 2-B-3, Class 2-B-4, and Class 2-B-5 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class 1-A-4
Certificates represents a $1,337,000 Denomination. A Single Certificate for the
Class 1-A-R and Class 1-A-LR Certificates represents a $100 Denomination. A
Single Certificate for the Class 2-B-3, Class 1-B-4 and Class 1-B-5, Class 2-B-4
and Class 2-B-5 Certificates represents a $250,000 Denomination. A Single
Certificate for the Class 2-B-3 Certificates represents a $150,000 Denomination.
Section 11.28. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum.
Section 11.29. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.016% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
Name:
Title:
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
Name:
Title:
Attest:
By:
Name:
Title:
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
By:
Name:
Title:
By:
Name:
Title:
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of January, 1998, before me, a notary public in and for
the State of New York, personally Alan McKenney, known to me who, being by me
duly sworn, did depose and say that he resides at Arlington, Virginia; that he
is a Assistant Vice President of Norwest Asset Securities Corporation, a
Delaware corporation, one of the parties that executed the foregoing instrument;
and that he signed his name thereto by order of the Board of Directors of said
corporation.
- ----
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of January, 1998, before me, a notary public in and for
the State of New York, personally appeared Edward M. Frere, Jr., known to me
who, being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
- ----
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of January, 1998, before me, a notary public in and for
the State of North Carolina, personally appeared ___________________, known to
me who, being by me duly sworn, did depose and say that s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
- ----
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of January, 1998, before me, a notary public in and for
the State of North Carolina, personally appeared _____________________, known to
me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
- ----
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF )
On this 28th day of January, 1998, before me, a notary public in and for
the State of New York, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at
________________, New York; that s/he is a ____________________ of United States
Trust Company of New York, a ________________________, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of said corporation.
- ----
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF )
On this 28th day of January, 1998, before me, a notary public in and for
the State of New York, personally appeared ___________________, known to me who,
being by me duly sworn, did depose and say that s/he resides at
________________, New York; that s/he is a ____________________ of United States
Trust Company of New York, a ________________________, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of said corporation.
- ----
Notary Public
[NOTARIAL SEAL]
<PAGE>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1998-4 Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
<S> <C> <C>
Suntrust Mortgage Inc. Prior Month Prior Month
First Union Mortgage Corporation Prior Month Prior Month
First Bank National Association Prior Month Prior Month
National City Mortgage Co. Prior Month Prior Month
FT Mortgage Companies Mid Month Prior Month
The Huntington Mortgage Company Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid Month Mid Month
America First Credit Union
</TABLE>
<PAGE>
EXHIBIT 1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-1 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-1 Certificates required to be distributed
to Holders of Class 1-A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-1 Certificates applicable to each
Distribution Date will be 6.600% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By_________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-2
[FORM OF FACE OF CLASS 1-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-2 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-2 Certificates required to be distributed
to Holders of Class 1-A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-2 Certificates applicable to each
Distribution Date will be 6.350% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By_________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-3
[FORM OF FACE OF CLASS 1-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-3 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-3 Certificates required to be distributed
to Holders of Class 1-A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-3 Certificates applicable to each
Distribution Date will be 6.500% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
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 is issued on January 28, 1998, at an issue price of
21.52500% of the initial Class 1-A-4 Notional Amount, including accrued
interest, and a stated redemption price at maturity equal to all interest
distributions hereon, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 250% SPA (as
defined in the Prospectus Supplement dated January 23, 1998 with respect to the
offering of the Class A Certificates (other than the Class 1-A-PO and Class
2-A-PO Certificates), the Class M Certificates and the Class 1-B-1, Class 1-B-2,
Class 2-B-1 and Class 2-B-2 Certificates used to price this Certificate: (i) the
amount of OID as a percentage of the initial Class 1-A-4 Notional Amount is
approximately 16.60719062%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 21.03%; and (iii) the amount
of OID allocable to the short first accrual period (January 28, 1998 to February
25, 1998) as a percentage of the initial Class 1-A-4 Notional Amount, calculated
using the exact method, is approximately 0.33916496%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By_________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-4
[FORM OF FACE OF CLASS 1-A-4 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $ (initial Class 1-A-4
by this Certificate: % Notional Amount)
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-4 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-4 Certificates required to be distributed
to Holders of the Class 1-A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class 1-A-4
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class 1-A-4 Certificates each month in an amount equal to the
product of (i) 1/12th of 7.000% and (ii) the Class 1-A-4 Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any Group
1 Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-4 Certificates,
as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-5
[FORM OF FACE OF CLASS 1-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-5 Certificate with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-5 Certificates required to be distributed
to Holders of Class 1-A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-5 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-6
[FORM OF FACE OF CLASS 1-A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-6 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-6 Certificates required to be distributed
to Holders of Class 1-A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-6 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-7
[FORM OF FACE OF CLASS 1-A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-7 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-7 Certificates required to be distributed
to Holders of Class 1-A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-7 Certificates applicable to each
Distribution Date will be 9.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-7
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-8
[FORM OF FACE OF CLASS 1-A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-8 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-8 Certificates required to be distributed
to Holders of Class 1-A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-8 Certificates applicable to each
Distribution Date will be 6.800% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-8
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-9
[FORM OF FACE OF CLASS 1-A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE FOR EACH OF THE CLASS 1-A-9
COMPONENTS, THE INTEREST THAT ACCRUES ON THE PORTION OF THE PRINCIPAL BALANCE OF
THIS CERTIFICATE REPRESENTED BY SUCH COMPONENT WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-9 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-9 Certificates required to be distributed
to Holders of Class 1-A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. For the
purposes of determining distributions of interest and in reduction of principal
balance, the Class 1-A-9 Certificates consist of three components (each, a
"Component" and individually, the "Class 1-A-9A Component," "Class 1-A-9B
Component" and the "Class 1-A-9C Component"). The amount of interest which
accrues on the Class 1-A-9 Certificates in any month will equal the sum of the
interest which accrues on the Class 1-A-9 Components. The component rate (the
"Component Rate") on the Class 1-A-9 Components applicable to each Distribution
Date will be 7.000% per annum. Interest with respect to each Component will
accrue during each month in an amount equal to the product of (i) 1/12th of the
Component Rate for such Component and (ii) the outstanding Component Principal
Balance of such Component. Prior to the applicable Accretion Termination Date
for any Component, no distribution of interest on this Certificate with respect
to such Component will be made. Prior to the applicable Accretion Termination
Date, interest otherwise available for distribution on this Certificate with
respect to such Component will be added to the Component Principal Balance of
such Component on each Distribution Date. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-9
Certificates with respect to their Components.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998, at an issue price of
98.52500%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class A-PO
Certificates), the Class M Certificates and the Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
8.28516041%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 8.67%; and (iii) the amount of OID allocable to the
short first accrual period (January 28, 1998 to February 25, 1998) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.64077783%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-10
[FORM OF FACE OF CLASS 1-A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE FOR EACH OF THE CLASS
1-A-10 COMPONENTS, THE INTEREST THAT ACCRUES ON THE PORTION OF THE PRINCIPAL
BALANCE OF THIS CERTIFICATE REPRESENTED BY SUCH COMPONENT WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-10 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-10 Certificates required to be distributed
to Holders of Class 1-A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. For the
purposes of determining distributions of interest and in reduction of principal
balance, the Class 1-A-10 Certificates consist of three components (each, a
"Component" and individually, the "Class 1-A-10A Component," "Class 1-A-10B
Component" and the "Class 1-A-10C Component"). The amount of interest which
accrues on the Class 1-A-10 Certificates in any month will equal the sum of the
interest which accrues on the Class 1-A-10 Components. The component rate (the
"Component Rate") on the Class 1-A-10 Components applicable to each Distribution
Date will be 7.000% per annum. Interest with respect to each Component will
accrue during each month in an amount equal to the product of (i) 1/12th of the
Component Rate for such Component and (ii) the outstanding Component Principal
Balance of such Component. Prior to the applicable Accretion Termination Date
for any Component, no distribution of interest on this Certificate with respect
to such Component will be made. Prior to the applicable Accretion Termination
Date, interest otherwise available for distribution on this Certificate with
respect to such Component will be added to the Component Principal Balance of
such Component on each Distribution Date. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-10
Certificates with respect to their Components.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998, at an issue price of
96.60800%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class A-PO
Certificates), the Class M Certificates and the Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
222.33315428%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.22%; and (iii) the amount of OID allocable to the
short first accrual period (January 28, 1998 to February 25, 1998) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.52271519%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-11
[FORM OF FACE OF CLASS 1-A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE ACCRETION TERMINATION DATE FOR THIS CERTIFICATE, THE INTEREST
THAT ACCRUES ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE.
BECAUSE SUCH UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS
CERTIFICATE AND BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL
BE MADE IN THE MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE
OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR
LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-11 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-11 Certificates required to be distributed
to Holders of Class 1-A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-11 Certificates applicable to each
Distribution Date will be 7.000% per annum. Prior to the Accretion Termination
Date for the Class 1-A-11 Certificates, no distribution of interest on this
Certificate will be made. Prior to the Accretion Termination Date for this
Certificate, interest otherwise available for distribution on this Certificate
will be added to the Class A Subclass Principal Balance of the Class 1-A-11
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-11
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998, at an issue price of
93.12700%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class A-PO
Certificates), the Class M Certificates and the Class B-1 and Class B-2
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
490.65882229%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 7.29%; and (iii) the amount of OID allocable to the
short first accrual period (January 28, 1998 to February 25, 1998) as a
percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.50881866%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-12
[FORM OF FACE OF CLASS 1-A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 1-A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-12 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-12 Certificates required to be distributed
to Holders of Class 1-A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-12 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-12
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-PO
[FORM OF FACE OF CLASS 1-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINISTRATOR OR ANY OF THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY
THE SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 1-A-PO Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), United States Trust
Company of New York, as trustee (the "Trustee"), and First Union National Bank,
as trust administrator (the "Trust Administrator"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A-PO
Distribution Amount required to be distributed to Holders of Class 1-A-PO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class 1-A-PO Certificates will not be
entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class 1-A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (ii) if such
transferee is a Plan, or is acting on behalf of or using the assets of a Plan,
(a) an opinion of counsel acceptable to and in form and substance satisfactory
to the Trust Administrator and the Seller with respect to certain matters and
(b) such other documentation as the Seller or the Master Servicer may require,
as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998, at an issue price of
54.81250% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 250% SPA (as
defined in the Prospectus Supplement dated January 23, 1998 with respect to the
offering of the Class A Certificates (other than the Class 1-A-PO and Class
2-A-PO Certificates), the Class M Certificates and the Class 1-B-1, Class 1-B-2,
Class 2-B-1 and Class 2-B-2 Certificates used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 45.18750000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.80%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1998 to
February 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.48483352%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-R
[Form of Face of Class 1-A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS 1-A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class 1-A-R Certificate with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-R Certificate required to be distributed
to the Holders of the Class 1-A-R Certificate on such Distribution Date, subject
to adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 1-A
Certificates will not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 1-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 1-A-R Certificate applicable to each Distribution
Date will be 7.000% per annum. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any Group
1 Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses on the Pool 1 Mortgage Loans allocated to the Class 1-A-R Certificate, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-A-LR
[Form of Face of Class 1-A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUST ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A
DISQUALIFIED ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN
SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO
SUCH AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO
FURTHER EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS,
AGENTS THEREOF OR NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS 1-A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
<PAGE>
THIS CERTIFIES THAT __________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holder of the Class 1-A-LR Certificate with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 1-A Subclass
Distribution Amount for the Class 1-A-LR Certificate required to be distributed
to the Holders of the Class 1-A-LR Certificate on such Distribution Date,
subject to adjustment in certain events as specified in the Agreement.
Distributions in reduction of the principal balance of certain Subclasses of
Class 1-A Certificates will not commence on the first Distribution Date
specified above. Distributions of principal will be allocated among the
Subclasses of Class 1-A Certificates in accordance with the provisions of the
Agreement. The pass-through rate on the Class 1-A-LR Certificate applicable to
each Distribution Date will be 7.000% per annum. The amount of interest which
accrues on this Certificate in any month will be subject to reduction with
respect to any Group 1 Non-Supported Interest Shortfall and the interest portion
of certain Realized Losses on the Pool 1 Mortgage Loans allocated to the Class
1-A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trust Administrator
for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-B-1
[FORM OF FACE OF CLASS 1-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES AND THE CLASS 1-M CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-B-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 1-B-1 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 1-A Certificates and the Class 1-M Certificates as specified
in the Agreement, any Class 1-B-1 Distribution Amount required to be distributed
to Holders of Class 1-B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class 1-B-1 Certificates applicable to each Distribution Date will
be 7.000% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Group 1 Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses on the
Pool 1 Mortgage Loans allocated to the Class 1-B-1 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 1-B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-B-2
[FORM OF FACE OF CLASS 1-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-M CERTIFICATES AND THE CLASS 1-B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-B-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 1-B-2 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 1-A Certificates, the Class 1-M Certificates and each
Subclass of Class 1-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 1-B-2 Distribution Amount required to be
distributed to Holders of Class 1-B-2 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 1-B-2 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 1-B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-B-3
[FORM OF FACE OF CLASS 1-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-M CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES AND THE
CLASS 1-B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 1-B-3 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 1-A Certificates, the Class 1-M Certificates and each
Subclass of Class 1-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 1-B-3 Distribution Amount required to be
distributed to Holders of Class 1-B-3 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 1-B-3 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 1-B-3 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998 and based on its issue price
of 91.15300%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class 1-A-PO
and Class 2-A-PO Certificates), the Class M Certificates and the Class 1-B-1,
Class 1-B-2, Class 2-B-1 and Class 2-B-2 Certificates used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 8.90533333%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.29%; and
(iii) the amount of OID allocable to the short first accrual period (January 28,
1998 to February 25, 1998) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.04134034%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By_________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-B-4
[FORM OF FACE OF CLASS 1-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-M CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES, THE
CLASS 1-B-2 CERTIFICATES AND THE CLASS 1-B-3 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-B-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 1-B-4 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 1-A Certificates, the Class 1-M Certificates and each
Subclass of Class 1-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 1-B-4 Distribution Amount required to be
distributed to Holders of Class 1-B-4 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 1-B-4 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 1-B-4 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998 and based on its issue price
of 72.14800%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class 1-A-PO
and Class 2-A-PO Certificates), the Class M Certificates and the Class 1-B-1,
Class 1-B-2, Class 2-B-1 and Class 2-B-2 Certificates used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 27.91030000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 11.77%;
and (iii) the amount of OID allocable to the short first accrual period (January
28, 1998 to February 25, 1998) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.11153519%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 1-B-5
[FORM OF FACE OF CLASS 1-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-M CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES, THE
CLASS 1-B-2 CERTIFICATES, THE CLASS 1-B-3 CERTIFICATES AND THE CLASS 1-B-4
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-B-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 1-B-5 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 1-A Certificates, the Class 1-M Certificates and each
Subclass of Class 1-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 1-B-5 Distribution Amount required to be
distributed to Holders of Class 1-B-5 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 1-B-5 Certificates applicable to each
Distribution Date will be 7.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 1 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 1 Mortgage Loans allocated to the Class 1-B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 1-B-5 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998 and based on its issue price
of 34.52500%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class 1-A-PO
and Class 2-A-PO Certificates), the Class M Certificates and the Class 1-B-1,
Class 1-B-2, Class 2-B-1 and Class 2-B-2 Certificates used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 65.533333%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 26.10%;
and (iii) the amount of OID allocable to the short first accrual period (January
28, 1998 to February 25, 1998) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.15021097%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C-1
[Form of Face of Class 1-M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 1-M
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT _______________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 1-M Certificates with respect to one
of two pools comprising the Trust Estate, formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below) consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 1 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 1-A Certificates as specified in the Agreement, any Class
1-M Distribution Amount required to be distributed to Holders of Class 1-M
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The Class 1-M Pass-Through Rate
applicable to each Distribution Date will be 7.000% per annum. The amount of
interest which accrues on this Certificate in any month will be subject to
reduction with respect to any Group 1 Non-Supported Interest Shortfall and the
interest portion of certain Realized Losses on the Pool 1 Mortgage Loans
allocated to the Class 1-M Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 1-M Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 2-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 2-A-1 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 2-A Subclass
Distribution Amount for the Class 2-A-1 Certificates required to be distributed
to Holders of Class 2-A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 2-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 2-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 2-A-1 Certificates applicable to each
Distribution Date will be 6.520% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-A-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-A-2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 2-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 2-A-2 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 2-A Subclass
Distribution Amount for the Class 2-A-2 Certificates required to be distributed
to Holders of Class 2-A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 2-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 2-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 2-A-2 Certificates applicable to each
Distribution Date will be 8.000% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-A-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-A-3
[FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 2-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 2-A-3 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 2-A Subclass
Distribution Amount for the Class 2-A-3 Certificates required to be distributed
to Holders of Class 2-A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 2-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 2-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 2-A-3 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-A-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-A-4
[FORM OF FACE OF CLASS 2-A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 2-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 2-A-4 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 2-A Subclass
Distribution Amount for the Class 2-A-4 Certificates required to be distributed
to Holders of Class 2-A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 2-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 2-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 2-A-4 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-A-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-A-5
[FORM OF FACE OF CLASS 2-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 2-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 2-A-5 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 2-A Subclass
Distribution Amount for the Class 2-A-5 Certificates required to be distributed
to Holders of Class 2-A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 2-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 2-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 2-A-5 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-A-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-A-6
[FORM OF FACE OF CLASS 2-A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUST ADMINISTRATOR OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4 CLASS 2-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 2-A-6 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 2-A Subclass
Distribution Amount for the Class 2-A-6 Certificates required to be distributed
to Holders of Class 2-A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the principal balance of certain Subclasses of Class 2-A
Certificates may not commence on the first Distribution Date specified above.
Distributions of principal will be allocated among the Subclasses of Class 2-A
Certificates in accordance with the provisions of the Agreement. The
pass-through rate on the Class 2-A-6 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-A-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-A-PO
[FORM OF FACE OF CLASS 2-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 2-A-PO
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 2-A-PO Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), United States Trust
Company of New York, as trustee (the "Trustee"), and First Union National Bank,
as trust administrator (the "Trust Administrator"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class 2-A-PO
Distribution Amount required to be distributed to Holders of Class 2-A-PO
Certificates on such Distribution Date, subject to adjustment in certain events
as specified in the Agreement. The Class 2-A-PO Certificates will not be
entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution in reduction of the principal balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trust Administrator for that purpose in the notice of
final distribution.
No transfer of a Class 2-A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating that the transferee is not a Plan and is not acting on behalf
of a Plan or using the assets of a Plan to effect such purchase or (ii) if such
transferee is a Plan, or is acting on behalf of or using the assets of a Plan,
(a) an opinion of counsel acceptable to and in form and substance satisfactory
to the Trust Administrator and the Seller with respect to certain matters and
(b) such other documentation as the Seller or the Master Servicer may require,
as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998, at an issue price of
55.09375% and a stated redemption price at maturity equal to its initial
principal balance, and is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 250% SPA (as
defined in the Prospectus Supplement dated January 23, 1998 with respect to the
offering of the Class A Certificates (other than the Class 1-A-PO and Class
2-A-PO Certificates), the Class M Certificates and the Class 1-B-1, Class 1-B-2,
Class 2-B-1 and Class 2-B-2 Certificates used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 44.90625000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 10.99%; and (iii) the
amount of OID allocable to the short first accrual period (January 28, 1998 to
February 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.45383014%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-B-1
[FORM OF FACE OF CLASS 2-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES AND THE CLASS 2-M CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 2-B-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 2-B-1 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 2-A Certificates and the Class 2-M Certificates as specified
in the Agreement, any Class 2-B-1 Distribution Amount required to be distributed
to Holders of Class 2-B-1 Certificates on such Distribution Date, subject to
adjustment, in certain events, as specified in the Agreement. The pass-through
rate on the Class 2-B-1 Certificates applicable to each Distribution Date will
be 6.750% per annum. The amount of interest which accrues on this Certificate in
any month will be subject to reduction with respect to any Group 2 Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses on the
Pool 2 Mortgage Loans allocated to the Class 2-B-1 Certificates, as described in
the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 2-B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-B-2
[FORM OF FACE OF CLASS 2-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-M CERTIFICATES AND THE CLASS 2-B-1 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 2-B-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY ANY
GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 2-B-2 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 2-A Certificates, the Class 2-M Certificates and each
Subclass of Class 2-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 2-B-2 Distribution Amount required to be
distributed to Holders of Class 2-B-2 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 2-B-2 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 2-B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-B-3
[FORM OF FACE OF CLASS 2-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-M CERTIFICATES, THE CLASS 2-B-1 CERTIFICATES AND THE
CLASS 2-B-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 2-B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 2-B-3 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 2-A Certificates, the Class 2-M Certificates and each
Subclass of Class 2-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 2-B-3 Distribution Amount required to be
distributed to Holders of Class 2-B-3 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 2-B-3 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 2-B-3 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998 and based on its issue price
of 88.00625%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class 1-A-PO
and Class 2-A-PO Certificates), the Class M Certificates and the Class 1-B-1,
Class 1-B-2, Class 2-B-1 and Class 2-B-2 Certificates used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 12.05000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 8.51%; and
(iii) the amount of OID allocable to the short first accrual period (January 28,
1998 to February 25, 1998) as a percentage of the initial principal balance of
this Certificate, calculated using the exact method, is approximately
0.05535237%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-B-4
[FORM OF FACE OF CLASS 2-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-M CERTIFICATES, THE CLASS 2-B-1 CERTIFICATES, THE
CLASS 2-B-2 CERTIFICATES AND THE CLASS 2-B-3 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 2-B-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 2-B-4 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 2-A Certificates, the Class 2-M Certificates and each
Subclass of Class 2-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 2-B-4 Distribution Amount required to be
distributed to Holders of Class 2-B-4 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 2-B-4 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 2-B-4 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998 and based on its issue price
of 70.70125%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class 1-A-PO
and Class 2-A-PO Certificates), the Class M Certificates and the Class 1-B-1,
Class 1-B-2, Class 2-B-1 and Class 2-B-2 Certificates used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 29.35500000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 11.77%;
and (iii) the amount of OID allocable to the short first accrual period (January
28, 1998 to February 25, 1998) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.11734328%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT 2-B-5
[FORM OF FACE OF CLASS 2-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-M CERTIFICATES, THE CLASS 2-B-1 CERTIFICATES, THE
CLASS 2-B-2 CERTIFICATES, THE CLASS 2-B-3 CERTIFICATES AND THE CLASS 2-B-4
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 2-B-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of the Class 2-B-5 Certificates with respect to one of two pools
comprising the Trust Estate, formed by Norwest Asset Securities Corporation
(hereinafter called the "Seller", which term includes any successor entity under
the Agreement referred to below), consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust Estate
was created pursuant to a Pooling and Servicing Agreement dated as of January
28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota, National
Association, as master servicer (the "Master Servicer"), First Union National
Bank, as trust administrator (the "Trust Administrator") and United States Trust
Company of New York, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereinafter. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 2-A Certificates, the Class 2-M Certificates and each
Subclass of Class 2-B Certificates bearing a lower numerical designation as
specified in the Agreement, any Class 2-B-5 Distribution Amount required to be
distributed to Holders of Class 2-B-5 Certificates on such Distribution Date,
subject to adjustment, in certain events, as specified in the Agreement. The
pass-through rate on the Class 2-B-5 Certificates applicable to each
Distribution Date will be 6.750% per annum. The amount of interest which accrues
on this Certificate in any month will be subject to reduction with respect to
any Group 2 Non-Supported Interest Shortfall and the interest portion of certain
Realized Losses on the Pool 2 Mortgage Loans allocated to the Class 2-B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 2-B-5 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trust Administrator or the Seller may require the Holder to deliver
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trust Administrator and the Seller that such transfer is exempt (describing
the applicable exemption and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act of 1933, as amended, and
of any applicable statute of any state. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Seller, the Master Servicer, and any Paying Agent acting on
behalf of the Trust Administrator against any liability that may result if the
transfer is not so exempt or is not made in accordance with such Federal and
state laws. In connection with any such transfer, the Trust Administrator will
also require (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on January 28, 1998 and based on its issue price
of 34.50625%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus three days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated January 23, 1998 with
respect to the offering of the Class A Certificates (other than the Class 1-A-PO
and Class 2-A-PO Certificates), the Class M Certificates and the Class 1-B-1,
Class 1-B-2, Class 2-B-1 and Class 2-B-2 Certificates used to price this
Certificate: (i) the amount of OID as a percentage of the initial principal
balance of this Certificate is approximately 65.55000000%; (ii) the annual yield
to maturity of this Certificate, compounded monthly, is approximately 25.52%;
and (iii) the amount of OID allocable to the short first accrual period (January
28, 1998 to February 25, 1998) as a percentage of the initial principal balance
of this Certificate, calculated using the exact method, is approximately
0.15350228%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT C-2
[Form of Face of Class 2-M Certificate]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-4, CLASS 2-M
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF
THEIR AFFILIATES, AND IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER
SERVICER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY OF THEIR AFFILIATES, OR BY
ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: January 1, 1998
CUSIP No.: First Distribution Date: February 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
<PAGE>
THIS CERTIFIES THAT _______________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class 2-M Certificates with respect to one
of two pools comprising the Trust Estate, formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below), consisting of fixed interest
rate, conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, other than the Fixed Retained Yield, if
any, with respect thereto, and which may include loans secured by shares issued
by cooperative housing corporations (the "Pool 2 Mortgage Loans"). The Trust
Estate was created pursuant to a Pooling and Servicing Agreement dated as of
January 28, 1998 (the "Agreement") among the Seller, Norwest Bank Minnesota,
National Association, as master servicer (the "Master Servicer"), First Union
National Bank, as trust administrator (the "Trust Administrator") and United
States Trust Company of New York, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereinafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
ascribed to such terms in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class 2-A Certificates as specified in the Agreement, any Class
2-M Distribution Amount required to be distributed to Holders of Class 2-M
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The Class 2-M Pass-Through Rate
applicable to each Distribution Date will be 6.750% per annum. The amount of
interest which accrues on this Certificate in any month will be subject to
reduction with respect to any Group 2 Non-Supported Interest Shortfall and the
interest portion of certain Realized Losses on the Pool 2 Mortgage Loans
allocated to the Class 2-M Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the principal
balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 2-M Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trust
Administrator (i) a representation letter, in the form as described in the
Agreement, stating either (a) that the transferee is not a Plan and is not
acting on behalf of a Plan or using the assets of a Plan to effect such purchase
or (b) subject to certain conditions described in the Agreement, that the source
of funds used to purchase this Certificate is an "insurance company general
account," or (ii) if such transferee is a Plan, or is acting on behalf of or
using the assets of a Plan, (a) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trust Administrator and the Seller with
respect to certain matters and (b) such other documentation as the Seller or the
Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to
be duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trust Administrator
By________________________
Authorized Officer
Countersigned:
First Union National Bank,
Trust Administrator
By ________________________
Authorized Officer
<PAGE>
EXHIBIT D
[Form of Reverse of Series 1998-4 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-4
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes and Subclasses designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates"). The Certificates consist of two groups (the "Group 1
Certificates" and the "Group 2 Certificates," respectively, and each, a "Group")
The Group 1 Certificates and Group 2 Certificates are limited in right of
payment to certain collections and recoveries respecting the Pool 1 Mortgage
Loans and Pool 2 Mortgage Loans, respectively, all as more specifically set
forth herein and in the Agreement. In the event funds are advanced with respect
to any Mortgage Loan by a Servicer, the Master Servicer or the Trust
Administrator, such advances are reimbursable to such Servicer, the Master
Servicer or the Trust Administrator to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Holders of Certificates of the related Group.
As provided in the Agreement, withdrawals from the applicable Certificate
Account created for the benefit of Holders of the Certificates of the related
Group may be made by the Master Servicer from time to time for purposes other
than distributions to Certificateholders, such purposes including reimbursement
to a Servicer, the Master Servicer or the Trust Administrator, as applicable, of
advances made by such Servicer, the Master Servicer or the Trust Administrator.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer, the Trust Administrator, and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Seller, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66 2/3% of the Voting Interests of each Class or Subclass of Certificates
affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon the Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trust Administrator, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar, duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
Denominations evidencing the same Class and Subclass and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and Subclass and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trust Administrator or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Seller, the Master Servicer, the Trust Administrator, the Trustee and
the Certificate Registrar, and any agent of the Seller, the Master Servicer, the
Trust Administrator, the Trustee or the Certificate Registrar, may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Seller, the Master Servicer, the Trust Administrator,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trust Administrator on the Final Distribution Date pursuant
to the Agreement following the earlier of (i) the payment or other liquidation
(or advance with respect thereto) of the last Mortgage Loan subject thereto or
the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the sum of the applicable Pool 1 Scheduled
Principal Balance and the Pool 2 Scheduled Principal Balance of the Pool 1
Mortgage Loans and Pool 2 Mortgage Loans as of the Distribution Date upon which
the proceeds of such repurchase are distributed being less than ten percent of
the Pool 1 Cut-Off Date Aggregate Principal Balance and Pool 2 Cut-Off Date
Aggregate Principal Balance.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee)
the beneficial interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Estate.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like Denomination or Percentage Interest and Class or Subclass, to the
above named assignee and deliver such Certificate to the following address:
Social Security or other Identifying Number of Assignee:
Dated:
-----------------------------------
Signature by or on behalf of assignor
-----------------------------------
Signature Guaranteed
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, if the assignee is eligible to receive
distributions in immediately available funds, by wire transfer or otherwise, in
immediately available funds to __________________________________ for the
account of _______________________________________________ account number
_____________, or, if mailed by check, to
_______________________________________________________. Applicable statements
should be mailed to ______________________
________________________________________________________________.
This information is provided by ______________________, the
assignee named above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of _____________, by and among FIRST UNION NATIONAL
BANK, not individually, but solely as Trust Administrator (including its
successors under the Pooling and Servicing Agreement defined below, the "Trust
Administrator"), NORWEST ASSET SECURITIES CORPORATION (together with any
successor in interest, the "Seller"), NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, the "Master Servicer") and
___________________________ (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T
WHEREAS, the Seller, the Master Servicer, the Trust Administrator and
United States Trust Company of New York, as trustee, have entered into a Pooling
and Servicing Agreement dated as of January 28, 1998 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1998-4 (as in effect on the date of
this Agreement, the "Original Pooling and Servicing Agreement", and as amended
and supplemented from time to time, the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trust
Administrator for the purposes of receiving and holding certain documents and
other instruments delivered by the Seller under the Pooling and Servicing
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trust Administrator, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trust Administrator for these
purposes, acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents relating to the Mortgage Loans identified on the
schedule attached hereto and declares that it holds and will hold such Mortgage
Notes, Mortgages, assignments and other documents and any similar documents
received by the Trust Administrator subsequent to the date hereof (the
"Custodial Files") as agent for the Trust Administrator, in trust, for the use
and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trust Administrator of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Seller for the purpose of recording it in the
appropriate public office for real property records, and the Seller, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trust Administrator.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trust Administrator.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the applicable Certificate Account pursuant to
Section 3.02 of the Pooling and Servicing Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Custodial File. The Custodian agrees, upon receipt of such certification and
request, promptly to release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the applicable Certificate Account to the
extent required by the Pooling and Servicing Agreement or (ii) the Custodial
File or such document has been delivered to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document
were delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the applicable Certificate Account to the extent required by the
Pooling and Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trust Administrator. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Custodian File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trust Administrator, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Custodial
File shall be delivered by the Custodian to the Seller or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trust Administrator May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trust
Administrator shall either take custody of the Custodial Files itself and give
prompt notice thereof to the Seller, the Master Servicer and the Custodian or
promptly appoint a successor Custodian by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Custodian and one
copy to the successor Custodian. If the Trust Administrator shall not have taken
custody of the Custodial Files and no successor Custodian shall have been so
appointed and have accepted resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trust Administrator may remove the Custodian at any time. In such
event, the Trust Administrator shall appoint, or petition a court of competent
jurisdiction to appoint, a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to supervision or
examination by federal or state authority and shall be able to satisfy the other
requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trust
Administrator shall give prompt notice to the Seller and the Master Servicer of
the appointment of any successor Custodian. No successor Custodian shall have
been appointed and accepted appointment by the Trust Administrator without the
prior approval of the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trust Administrator shall enter into any amendment hereof except as
permitted by the Pooling and Servicing Agreement. The Trust Administrator shall
give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trust Administrator, but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: FIRST UNION NATIONAL BANK
230 South Tryon Street By:
Charlotte, North Carolina, 28288 Name:
Title:
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
Name:
Title:
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
Name:
Title:
Address: [CUSTODIAN]
By:
Name:
Title:
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for
the State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for
the State of __________, personally appeared __________ __________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Pool 1 Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1998-04 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6172286 ELLICOTT CITY MD 21042 SFD 8 7 $1,988.50 360 1-May-27
6193151 VICTORIA TX 77904 SFD 7.75 7 $1,948.64 360 1-Nov-27
6285870 CHESTER SPRINGS PA 19425 SFD 7.5 7 $1,573.23 360 1-Nov-27
6288472 MENDOTA HEIGHTS MN 55118 SFD 7.75 7 $2,877.11 360 1-Oct-27
6288717 CHULA VISTA CA 91914 SFD 8.25 7 $1,683.59 360 1-Oct-27
6293267 EAGLE ID 83616 SFD 7.75 7 $1,884.16 360 1-Nov-27
6295297 ALBUQUERQUE NM 87114 SFD 7.625 7 $2,264.94 360 1-Nov-27
6302177 SHOREVIEW MN 55126 SFD 7.625 7 $4,423.71 360 1-Nov-27
6316413 MESQUITE NV 89024 SFD 8.25 7 $2,099.63 360 1-Oct-27
6329989 SOUTHBORO MA 1772 SFD 7.5 7 $3,146.47 360 1-Jul-27
6333393 EAGAN MN 55123 SFD 7.5 7 $2,715.12 360 1-Nov-27
6334020 HIGHLAND VILLAGE TX 75067 SFD 7.75 7 $1,800.92 360 1-Nov-27
6339050 CRESTWOOD KY 40014 SFD 8.125 7 $1,927.52 360 1-Sep-27
6340332 TUSTIN CA 92782 SFD 7.625 7 $1,769.48 360 1-Nov-27
6343139 ALAMEDA CA 94501 SFD 7.5 7 $2,990.19 360 1-Nov-27
6348314 PRIOR LAKE MN 55372 SFD 7.625 7 $3,538.97 360 1-Nov-27
6352976 PENNINGTON NJ 8534 SFD 7.875 7 $1,943.19 360 1-Sep-27
6360034 TUSTIN CA 92782 PUD 8 7 $3,573.80 360 1-Aug-27
6360629 OMAHA NE 68114 SFD 7.875 7 $1,703.91 360 1-Oct-27
6360714 NEEDHAM MA 2194 SFD 8.5 7 $1,730.06 360 1-Aug-27
6365218 SAN RAMON CA 94583 LCO 7.375 7 $1,583.03 360 1-Nov-27
6367521 SCOTTSDALE AZ 85254 SFD 8 7 $1,796.26 360 1-Sep-27
6383108 MONTGOMERY TWP NJ 8502 SFD 7.75 7 $1,611.93 360 1-Sep-27
6383499 COTO DE CAZA CA 92679 SFD 7.5 7 $2,142.04 360 1-Nov-27
6388120 SAN FRANCISCO CA 94117 MF2 8 7 $2,054.54 360 1-Jul-27
6388218 VADNAIS HEIGHTS MN 55127 SFD 7.875 7 $1,598.78 360 1-Oct-27
6389583 CHESTERFIELD MO 63005 SFD 7.5 7 $3,298.54 360 1-Nov-27
6393122 ALPINE UT 84004 SFD 8.25 7 $9,991.85 360 1-Jul-27
6402602 CARLSBAD CA 92009 PUD 7.875 7 $2,175.14 360 1-Nov-27
6412312 WEST MELBOURNE FL 32904 PUD 8.25 7 $649.09 360 1-Oct-27
6415247 COSTA MESA CA 92627 SFD 7.75 7 $2,041.77 360 1-Nov-27
6423019 LEWES DE 19958 LCO 8.25 7 $2,065.98 360 1-Sep-27
6424637 NORTHBOROUGH MA 1532 SFD 7.75 7 $1,583.27 360 1-Sep-27
6426672 LAHAINA HI 96761 SFD 7.75 7 $1,805.36 360 1-Aug-27
6429307 SUGAR LAND TX 77479 PUD 7.75 7 $2,216.58 360 1-Aug-27
6442217 EL DORADO HILLS CA 95762 SFD 7.75 7 $2,464.46 360 1-Nov-27
6479407 SAN FRANCISCO CA 94114 LCO 7.375 7 $2,204.63 360 1-Nov-27
6511660 VICTORIA MN 55386 SFD 8 7 $3,533.08 360 1-Nov-27
6545971 MINNETONKA MN 55391 SFD 7.5 7 $2,034.71 360 1-Dec-27
6550342 PLYMOUTH MN 55447 SFD 7.5 7 $2,321.39 360 1-Nov-27
6551398 GLENVIEW IL 60025 SFD 7.875 7 $3,364.33 360 1-Nov-27
6583588 SCHAUMBURG IL 60193 SFD 7.625 7 $1,841.21 240 1-Dec-17
6587583 BURNSVILLE MN 55337 SFD 7.625 7 $1,649.16 360 1-Dec-27
6597442 BROWNTON MN 55312 SFD 7.375 7 $1,579.92 360 1-Dec-27
6612478 ARDEN HILLS MN 55112 SFD 7.75 7 $1,769.54 360 1-Jan-28
6999113 SOMERS NY 10505 SFD 7.875 7 $1,065.85 360 1-Oct-27
6999293 ANAHEIM CA 92808 SFD 8 7 $5,576.61 360 1-Nov-27
6999331 BULLHEAD CITY AZ 86442 SFD 8 7 $1,724.35 360 1-Nov-27
6999341 GREENVILLE DE 19807 SFD 7.625 7 $2,689.62 360 1-Nov-27
6999344 BENICIA CA 94510 SFD 7.75 7 $1,647.75 360 1-Nov-27
6999355 IJAMSVILLE MD 21754 SFD 7.875 7 $2,024.69 360 1-Nov-27
6999387 MIAMI FL 33186 SFD 8.5 7 $2,837.29 360 1-Jun-27
6999397 SAN JOSE CA 95138 SFD 7.75 7 $3,223.85 360 1-Nov-27
6999400 COLORADO SPRINGS CO 80919 SFD 7.5 7 $2,482.21 360 1-Nov-27
6999411 SAN JOSE CA 95138 SFD 7.125 6.859 $2,332.41 360 1-Oct-27
6999415 CANTON MA 2021 SFD 8.125 7 $2,598.74 360 1-Sep-27
6999418 MARLBORO MA 1752 SFD 7.5 7 $1,594.21 360 1-Aug-27
6999422 RENTON WA 98059 SFD 7.5 7 $2,056.91 360 1-Dec-27
</TABLE>
COUNT: 58
WAC: 7.798321968
WAM: 355.5459882
WALTV: 75.55947697
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6172286 $269,510.93 80 0.250 0.016 0.734
6193151 $271,614.82 78.61 0.250 0.016 0.484
6285870 $224,665.00 67.36 0.250 0.016 0.234
6288472 $400,744.17 80 0.250 0.016 0.484
6288717 $223,668.35 95 11 0.250 0.016 0.984
6293267 $262,627.56 64.65 0.250 0.016 0.484
6295297 $319,535.31 66.67 0.250 0.016 0.359
6302177 $624,092.41 64.1 0.250 0.016 0.359
6316413 $278,940.68 80 0.250 0.016 0.984
6329989 $447,964.60 62.5 0.250 0.016 0.234
6333393 $387,731.84 79.88 0.250 0.016 0.234
6334020 $251,024.01 90 33 0.250 0.016 0.484
6339050 $258,913.83 80 0.250 0.016 0.859
6340332 $249,636.97 71.43 0.250 0.016 0.359
6343139 $427,013.26 80 0.250 0.016 0.234
6348314 $499,273.92 69.93 0.250 0.016 0.359
6352976 $266,016.46 80 0.250 0.016 0.609
6360034 $485,394.07 80 0.250 0.016 0.734
6360629 $234,511.65 69.12 0.250 0.016 0.609
6360714 $224,308.72 90 11 0.250 0.016 1.234
6365218 $228,850.11 79.97 0.250 0.016 0.109
6367521 $244,136.36 79.98 0.250 0.016 0.734
6383108 $224,358.60 69.23 0.250 0.016 0.484
6383499 $305,893.88 90 13 0.250 0.016 0.234
6388120 $278,034.69 65.88 0.250 0.016 0.734
6388218 $220,041.76 90 1 0.250 0.016 0.609
6389583 $471,047.61 79.99 0.250 0.016 0.234
6393122 $1,324,823.14 70 0.250 0.016 0.984
6402602 $299,575.73 91.87 17 0.250 0.016 0.609
6412312 $86,233.59 69.99 0.250 0.016 0.984
6415247 $284,596.41 71.25 0.250 0.016 0.484
6423019 $274,291.32 56.7 0.250 0.016 0.984
6424637 $218,482.85 68.85 0.250 0.016 0.484
6426672 $250,917.82 70 0.250 0.016 0.484
6429307 $308,293.95 80 0.250 0.016 0.484
6442217 $343,376.43 70.2 0.250 0.016 0.484
6479407 $318,712.75 80 0.250 0.016 0.109
6511660 $479,774.49 75 0.250 0.016 0.734
6545971 $290,784.04 76.6 0.250 0.016 0.234
6550342 $331,469.63 80 0.250 0.016 0.234
6551398 $456,313.31 76.95 0.250 0.016 0.609
6583588 $225,997.37 80 0.250 0.016 0.359
6587583 $232,831.36 73.97 0.250 0.016 0.359
6597442 $228,575.94 72.9 0.250 0.016 0.109
6612478 $247,000.00 95 1 0.250 0.016 0.484
6999113 $146,694.52 45.94 0.250 0.016 0.609
6999293 $758,976.72 80 0.250 0.016 0.734
6999331 $234,683.59 62.5 0.250 0.016 0.734
6999341 $378,323.35 65.97 0.250 0.016 0.359
6999344 $229,674.29 69.7 0.250 0.016 0.484
6999355 $278,855.40 95 33 0.250 0.016 0.609
6999387 $367,401.58 89.79 17 0.250 0.016 1.234
6999397 $449,362.75 55.21 0.250 0.016 0.484
6999400 $354,471.43 78.19 0.250 0.016 0.234
6999411 $345,364.52 80 0.250 0.016 0
6999415 $349,074.86 78.39 0.250 0.016 0.859
6999418 $226,991.65 79.89 0.250 0.016 0.234
6999422 $293,826.35 80 0.250 0.016 0.234
$19,195,302.71
</TABLE>
<PAGE>
<PAGE>
EXHIBIT F-1A
[Schedule of Pool 2 Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1998-04A Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6271262 ELKHORN NE 68022 SFD 7.75 6.75 $2,177.89 360 1-Nov-27
6287978 CHARLOTTE NC 28277 PUD 7.875 6.75 $2,755.26 360 1-Nov-27
6295052 MIDDLETON MA 1949 SFD 7.75 6.75 $1,970.13 360 1-Jan-28
6324184 GRANGER IA 50109 SFD 8.25 6.75 $2,163.65 360 1-Jun-27
6330340 WASHINGTON TWP NJ 8691 SFD 7.5 6.75 $1,845.93 360 1-Dec-27
6339086 SAN JOSE CA 95135 SFD 7.375 6.75 $2,490.51 360 1-Dec-27
6346562 SAN JOSE CA 95135 SFD 7.375 6.75 $2,299.54 360 1-Jan-28
6350968 SUGAR LAND TX 77479 PUD 7.75 6.75 $1,671.75 360 1-Oct-27
6352731 CAMERON PARK CA 95682 PUD 8.375 6.75 $1,905.95 360 1-Nov-27
6354163 EVERGREEN CO 80437 SFD 8 6.75 $2,788.31 360 1-Dec-27
6358770 LA CROSSE WI 54601 SFD 8.125 6.75 $3,266.99 360 1-Dec-27
6365061 SUNLAND PARK NM 88008 PUD 7.5 6.75 $1,664.13 360 1-Jan-28
6366291 AVON CT 6001 SFD 7.875 6.75 $2,900.28 360 1-Jan-28
6367762 PHOENIX AZ 85045 SFD 7.625 6.75 $1,939.00 360 1-Jan-28
6378121 PRIOR LAKE MN 55372 SFD 7.75 6.75 $2,186.31 360 1-Nov-27
6383407 SAN DIEGO CA 92130 SFD 7.375 6.75 $1,996.05 360 1-Dec-27
6383503 ALAMEDA CA 94502 PUD 7.375 6.75 $2,491.96 360 1-Dec-27
6389414 ASHBURN VA 20147 SFD 7.625 6.75 $1,772.32 360 1-Dec-27
6391298 ANAHEIM CA 92808 SFD 7.625 6.75 $1,769.48 360 1-Dec-27
6403060 FREMONT CA 94539 SFD 7.625 6.75 $2,972.73 360 1-Dec-27
6411336 HIGHLANDS RANCH CO 80126 SFD 7.75 6.75 $1,741.60 360 1-Jan-28
6427409 SUFFERN NY 10901 SFD 8.25 6.75 $1,721.90 360 1-Dec-27
6511243 EDEN PRAIRIE MN 55346 SFD 7.625 6.75 $1,592.54 360 1-Dec-27
6511351 LINO LAKES MN 55014 SFD 7.75 6.75 $1,567.16 360 1-Dec-27
6540644 CHANHASSEN MN 55317 PUD 7.625 6.75 $1,773.02 360 1-Jan-28
6561510 CHICAGO IL 60640 SFD 7.75 6.75 $2,423.63 360 1-Nov-27
6562189 HAM LAKE MN 55304 PUD 7.5 6.75 $1,791.67 360 1-Dec-27
6567272 EAGAN MN 55122 SFD 7.375 6.75 $1,795.76 360 1-Nov-27
6567420 BARRINGTON IL 60010 SFD 7.875 6.75 $2,827.77 360 1-Jan-28
6571082 OAK PARK IL 60302 SFD 8 6.75 $2,568.18 360 1-Dec-27
6572966 BATAVIA IL 60510 SFD 7.75 6.75 $2,292.52 360 1-Dec-27
6575378 WOODBURY MN 55125 SFD 7.75 6.75 $2,088.70 360 1-Dec-27
6580812 MINNETONKA MN 55345 SFD 7.875 6.75 $2,254.97 360 1-Dec-27
6585740 MAHTOMEDI MN 55115 SFD 7.75 6.75 $2,645.00 360 1-Dec-27
6612302 INVER GROVE HTS MN 55076 SFD 7.625 6.75 $2,139.74 360 1-Dec-27
6623515 CHICAGO IL 60614 SFD 7.625 6.75 $2,236.63 360 1-Jan-28
6999266 TEMPE AZ 85284 SFD 8 6.75 $2,839.67 360 1-Oct-27
6999428 WASHOUGAL WA 98671 SFD 7.875 6.75 $3,219.31 360 1-Dec-27
6999434 WHITE PLAINS NY 10606 LCO 8.5 6.75 $2,306.74 360 1-Jun-27
6999435 BLOOMFIELD NM 87413 SFD 8.625 6.75 $2,333.37 360 1-Nov-27
6999439 EDEN PRAIRIE MN 55441 SFD 7.625 6.75 $5,308.45 360 1-Jan-28
6999444 BENTON LA 71006 SFD 8 6.75 $1,819.74 360 1-Mar-27
6999446 ENGLEWOOD CO 80110 SFD 7.75 6.75 $3,940.27 360 1-Jan-28
6999453 OGDEN DUNES IN 46368 SFD 8 6.75 $2,025.19 360 1-Jan-28
</TABLE>
COUNT: 44
WAC: 7.788401828
WAM: 358.6617108
WALTV: 76.83219311
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6271262 $303,569.50 80 0 0.250 0 0.016 0.734
6287978 $379,475.26 73.64 0.250 0.016 0.859
6295052 $275,000.00 82.09 33 0.250 0.016 0.734
6324184 $286,687.64 90 1 0.250 0.016 1.234
6330340 $263,803.59 78.57 0.250 0.016 0.484
6339086 $360,315.62 78.29 0.250 0.016 0.359
6346562 $332,941.00 90 17 0.250 0.016 0.359
6350968 $232,852.71 89.98 33 0.250 0.016 0.734
6352731 $250,446.19 95 17 0.250 0.016 1.359
6354163 $379,745.02 80 0.250 0.016 0.984
6358770 $439,712.18 80 0.250 0.016 1.109
6365061 $238,000.00 69.98 0.250 0.016 0.484
6366291 $400,000.00 80 0.250 0.016 0.859
6367762 $273,950.00 79.93 0.250 0.016 0.609
6378121 $304,742.83 74.98 0.250 0.016 0.734
6383407 $288,780.10 74.25 0.250 0.016 0.359
6383503 $360,525.46 80 0.250 0.016 0.359
6389414 $250,212.08 94.61 33 0.250 0.016 0.609
6391298 $249,464.36 79.62 0.250 0.016 0.609
6403060 $419,446.02 50.53 0.250 0.016 0.609
6411336 $243,100.00 94.98 6 0.250 0.016 0.734
6427409 $229,053.85 80 0.250 0.016 1.234
6511243 $224,837.15 90 12 0.250 0.016 0.609
6511351 $218,595.60 78.13 0.250 0.016 0.734
6540644 $250,500.00 79.78 0.250 0.016 0.609
6561510 $337,820.90 85 17 0.250 0.016 0.734
6562189 $256,049.83 80 0.250 0.016 0.484
6567272 $259,603.10 70.59 0.250 0.016 0.359
6567420 $390,000.00 63.11 0.250 0.016 0.859
6571082 $349,765.15 78.65 0.250 0.016 0.984
6572966 $319,774.15 74.42 0.250 0.016 0.734
6575378 $291,344.23 89.99 1 0.250 0.016 0.734
6580812 $310,785.97 52.8 0.250 0.016 0.859
6585740 $368,939.42 79.91 0.250 0.016 0.734
6612302 $302,091.19 90 13 0.250 0.016 0.609
6623515 $316,000.00 80 0.250 0.016 0.609
6999266 $386,215.79 78.18 0.250 0.016 0.984
6999428 $443,694.44 80 0.250 0.016 0.859
6999434 $298,652.67 58.46 0.250 0.016 1.484
6999435 $299,644.49 75 0.250 0.016 1.609
6999439 $750,000.00 64.08 0.250 0.016 0.609
6999444 $246,285.11 80 0.250 0.016 0.984
6999446 $550,000.00 67.48 0.250 0.016 0.734
6999453 $276,000.00 58.72 0.250 0.016 0.984
$14,208,422.60
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Pool 1 Mortgage Loans Serviced by Norwest Mortgage in Frederick,
Maryland]
NASCOR
NMI / 1998-04 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2136980 COLORADO SPRINGS CO 80919 SFD 7.75 7 $2,120.58 360 1-Nov-27
3059470 POUGHKEEPSIE NY 12603 SFD 8.625 7 $1,224.83 360 1-Apr-22
3179536 WHIPPANY NJ 7981 LCO 6.625 6.359 $569.88 360 1-Jan-24
4510125 BLISS ID 83314 SFD 5.875 5.609 $874.00 360 1-May-26
4572968 LOOMIS CA 95650 SFD 8 7 $2,751.62 360 1-Dec-27
4577749 HARVEY LA 70058 SFD 7.5 7 $1,678.12 360 1-Jan-28
4579048 LOS ALTOS CA 94024 SFD 7.875 7 $3,625.35 360 1-Dec-27
4579408 PLANO TX 75093 SFD 7.75 7 $2,141.72 360 1-Dec-27
4581274 MORRISTOWN NJ 7960 SFD 7.75 7 $2,668.28 360 1-Jan-28
4585520 SOMERSET NJ 8873 SFD 7.5 7 $1,852.22 360 1-Dec-27
4595785 LAUREL HOLLOW NY 11791 SFD 7.625 7 $4,193.68 360 1-Jan-28
4598412 PORT ORCHARD WA 98366 SFD 7.75 7 $1,714.02 360 1-Dec-27
4599632 ELLICOTT CITY MD 21043 SFD 7.5 7 $1,910.25 360 1-Nov-27
4603902 DALLAS TX 75225 SFD 8.125 7 $2,308.80 360 1-Jun-27
4606085 TOWNSHIP OF PARSIPPANNJTO 7054 SFD 8.125 7 $1,692.90 360 1-Dec-27
4606683 SOUTH ORANGE NJ 7079 SFD 7.75 7 $2,034.62 360 1-Jan-28
4608363 SHORT HILLS NJ 7078 SFD 7.375 7 $2,674.30 360 1-Jan-28
4613735 ROSLYN HEIGHTS NY 11577 SFD 8.25 7 $1,727.92 360 1-Dec-27
4613881 CHERRY HILL NJ 8003 SFD 7.75 7 $795.22 360 1-Aug-27
4615883 ROCKVILLE CENTRE NY 11572 SFD 8.25 7 $939.09 360 1-Jan-28
4619184 NAPERVILLE IL 60564 SFD 7.875 7 $1,894.25 360 1-Dec-27
4627010 WEST ORANGE NJ 7052 SFD 8.25 7 $939.09 360 1-Aug-27
4628795 HUNTINGTON NY 11743 SFD 7.625 7 $2,760.40 360 1-Nov-27
4630352 BARNEGAT LIGHT NJ 8006 SFD 8.75 7 $2,753.46 360 1-Dec-27
4632512 CENTERVILLE UT 84014 SFD 7.25 6.984 $1,691.80 360 1-Dec-27
4634701 POINT LOOKOUT NY 11569 SFD 8 7 $1,840.28 360 1-Mar-27
4634734 ARMONK NY 10504 SFD 7.75 7 $3,589.19 240 1-Dec-17
4635015 MECHANICSVILLE VA 23116 SFD 8.25 7 $901.52 360 1-Oct-27
4635063 MIAMI FL 33143 SFD 7.375 7 $1,618.95 360 1-Jan-28
4637254 BLUE POINT NY 11715 SFD 7.875 7 $2,196.97 360 1-Dec-27
4638313 NORTH ROYALTON OH 44133 SFD 8.5 7 $1,847.70 360 1-Jul-27
4640262 SARATOGA CA 95070 SFD 7.5 7 $2,447.26 360 1-Dec-27
4641614 BERNARDSVILLE NJ 7924 SFD 7.125 6.859 $1,546.19 360 1-Dec-27
4641676 LONGMEADOW MA 1106 SFD 8 7 $2,105.90 360 1-Dec-27
4641919 GLENDALE CA 91201 SFD 8.125 7 $2,465.09 360 1-Oct-27
4643457 WOODMERE NY 11598 SFD 8.25 7 $2,111.06 360 1-Sep-27
4643662 EAST HILLS NY 11576 SFD 8 7 $2,935.06 360 1-Dec-27
4644455 SAN RAFAEL CA 94901 SFD 8 7 $2,170.11 360 1-Jan-28
4644669 BOSTON MA 2113 LCO 8 7 $2,025.20 360 1-Dec-27
4645249 SAN JOSE CA 95131 SFD 7.75 7 $2,183.63 360 1-Dec-27
4645252 CHADDS FORD TOWNSHIP PA 19317 SFD 7.25 6.984 $1,654.28 360 1-Oct-27
4645504 LONG BEACH NY 11561 SFD 7.75 7 $2,256.70 360 1-Dec-27
4647195 DANVILLE CA 94526 SFD 7.875 7 $2,044.70 360 1-Dec-27
4647207 COCONUT CREEK FL 33063 SFD 8.375 7 $684.07 360 1-Oct-27
4647329 SEDALIA CO 80135 SFD 7.75 7 $2,507.44 360 1-Dec-27
4648198 WASHINGTON TOWNSHIP NJ 7853 SFD 7.5 7 $1,919.35 360 1-Dec-27
4648332 BLUFFTON SC 29910 SFD 7.875 7 $2,972.79 360 1-Nov-27
4648387 OVERLAND PARK KS 66213 SFD 8 7 $2,285.68 360 1-Dec-27
4649214 COTO DE CAZA CA 92679 SFD 7.85 7 $3,255.01 360 1-Sep-27
4649221 PASADENA CA 91107 SFD 7.95 7 $2,921.13 360 1-Sep-27
4649275 HASTINGS-ON-HUDSON NY 10706 SFD 8 7 $1,890.18 360 1-Sep-27
4649325 MIAMI FL 33143 SFD 7.95 7 $1,898.74 360 1-Sep-27
4649410 FULLERTON CA 92833 SFD 7.4 7 $1,661.72 360 1-Sep-27
4649658 GRAND RAPIDS MI 49546 SFD 7.875 7 $2,186.08 360 1-Dec-27
4649820 MATAWAN TWP. NJ 7747 SFD 7.875 7 $974.50 360 1-Nov-27
4649872 ROCKAWAY NJ 7866 SFD 7.875 7 $1,202.89 360 1-Nov-27
4650606 FREDERICK MD 21703 SFD 7.25 6.984 $1,919.22 354 1-May-27
4650759 KEENESBURG CO 80643 SFD 7.75 7 $1,776.70 360 1-Dec-27
4650771 N. LITTLE ROCK AR 72116 SFD 7.75 7 $2,693.71 360 1-Nov-27
4650969 LOOMIS CA 95650 SFD 8 7 $3,475.11 360 1-Sep-27
4650984 GREENWICH CT 6830 SFD 7.65 7 $4,257.09 360 1-Sep-27
4651011 SCOTTSDALE AZ 85257 SFD 8 7 $469.61 360 1-Sep-27
4651020 BROOKLYN NY 11225 SFD 8.375 7 $2,422.73 360 1-Oct-27
4651275 MARIETTA GA 30066 SFD 7.625 7 $2,251.50 360 1-Nov-27
4651425 LAS VEGAS NV 89134 SFD 7.75 7 $2,681.18 360 1-Oct-27
4651686 MANALAPAN NJ 7726 SFD 7.75 7 $2,417.90 360 1-Dec-27
4651902 SOMERVILLE NJ 8807 SFD 7.375 7 $2,113.47 360 1-Dec-27
4651988 THOUSAND OAKS CA 91362 SFD 8.125 7 $1,799.81 360 1-Sep-27
4652555 KEY WEST FL 33040 SFD 7.875 7 $1,865.24 360 1-Nov-27
4652839 CHICAGO IL 60657 SFD 7.75 7 $2,851.33 360 1-Dec-27
4653075 RESTON VA 20194 SFD 7.5 7 $2,552.14 360 1-Jan-28
4653472 WOODBURY NY 11797 SFD 7.75 7 $2,579.08 360 1-Nov-27
4653607 NEW YORK NY 10025 HCO 7.75 7 $1,361.19 360 1-Dec-27
4653619 POQUOSON VA 23662 SFD 7.5 7 $2,044.50 360 1-Nov-27
4653626 SANTA ROSA CA 95401 SFD 7.875 7 $2,864.02 360 1-Oct-27
4653639 TOPANGA CA 90290 SFD 7.75 7 $2,159.98 360 1-Oct-27
4653659 SAN FRANCISCO CA 94107 SFD 7.875 7 $2,462.34 360 1-Oct-27
4653776 PICKWICK DAM TN 38365 SFD 7.75 7 $2,149.24 360 1-Nov-27
4653976 ANN ARBOR MI 48104 SFD 7.125 6.859 $2,829.62 360 1-Jan-28
4654556 WOODINVILLE WA 98072 SFD 7.55 7 $1,758.72 360 1-Sep-27
4654703 SAN JOSE CA 95135 SFD 7.75 7 $1,663.51 360 1-Nov-27
4654802 ANNANDALE NJ 8801 SFD 7.5 7 $2,475.22 360 1-Dec-27
4654882 CINCINNATI OH 45233 SFD 7.5 7 $1,922.84 360 1-Dec-27
4654990 CATONSVILLE MD 21228 SFD 7.625 7 $1,649.16 360 1-Jan-28
4654992 GLEN HEAD NY 11545 THS 7.875 7 $1,493.65 360 1-Dec-27
4655103 MOUNT PENN PA 19606 SFD 7.5 7 $373.03 360 1-Nov-27
4655211 WYCKOFF NJ 7481 SFD 7.625 7 $1,663.32 360 1-Jan-28
4655282 MATAWAN NJ 7747 SFD 7.75 7 $802.39 360 1-Dec-27
4655654 CLIFTON VA 20124 SFD 7.875 7 $4,930.47 360 1-Dec-27
4655698 NOVATO CA 94945 SFD 7.95 7 $1,567.19 360 1-Sep-27
4655701 PORT WASHINGTON NY 11050 SFD 7.625 7 $2,231.68 360 1-Dec-27
4655713 ORINDA CA 94563 SFD 7.75 7 $931.34 360 1-Sep-27
4655723 NEW YORK NY 10010 COP 8.4 7 $1,942.69 360 1-Sep-27
4655828 VISTA CA 92083 PUD 7.4 7 $734.62 360 1-Sep-27
4655948 OAKLAND CA 94611 SFD 7.8 7 $2,355.42 360 1-Sep-27
4655953 GILROY CA 95020 SFD 7.65 7 $1,993.74 360 1-Sep-27
4656165 LAGUNA BEACH CA 92651 SFD 8.5 7 $2,214.47 360 1-Nov-27
4656197 BEND OR 97701 SFD 7.375 7 $1,726.69 360 1-Dec-27
4656206 WESTPORT CT 6880 SFD 7.75 7 $2,203.69 360 1-Dec-27
4656235 NEWPORT BEACH CA 92663 SFD 7.875 7 $2,186.08 360 1-Oct-27
4656338 CHESAPEAKE CITY MD 21915 SFD 8 7 $3,169.86 360 1-Nov-27
4656345 LOWER MERION TOWNSHIPPA 19066 SFD 7.125 6.859 $2,452.34 360 1-Nov-27
4656379 PALOS VERDES ESTATES CA 90274 SFD 7.5 7 $2,796.86 360 1-Sep-27
4656387 SUNNYVALE CA 94086 LCO 7.75 7 $1,730.86 360 1-Sep-27
4656551 GLENDALE CA 91207 SFD 7.6 7 $2,259.44 360 1-Sep-27
4656555 PISMO BEACH CA 93449 SFD 7.9 7 $1,919.50 360 1-Sep-27
4656557 NANTUCKET MA 2554 SFD 7.25 6.984 $2,619.56 360 1-Jan-28
4656691 MCDONOUGH GA 30253 SFD 7.5 7 $2,097.64 360 1-Nov-27
4656711 SAN FRANCISCO CA 94116 SFD 7.75 7 $3,094.91 360 1-Dec-27
4656854 BOYNTON BEACH FL 33426 PUD 8.25 7 $338.07 360 1-Sep-27
4656874 BOYNTON BEACH FL 33437 SFD 7.9 7 $391.75 360 1-Sep-27
4656882 SANTA BARBARA CA 93105 SFD 7.65 7 $1,951.17 360 1-Sep-27
4656985 OSSINING NY 10562 SFD 8.375 7 $1,021.54 360 1-Dec-27
4657120 CORONADO CA 92118 SFD 7.875 7 $2,900.28 360 1-Dec-27
4657153 GUILFORD CT 6437 SFD 7.35 7 $964.57 360 1-Sep-27
4657171 SAN JOSE CA 95135 LCO 7.85 7 $1,627.51 360 1-Sep-27
4657195 CARLSBAD CA 92009 SFD 7.75 7 $1,341.13 360 1-Sep-27
4657348 CERRITOS CA 90703 SFD 7.625 7 $1,799.22 360 1-Dec-27
4657401 LOS GATOS CA 95032 SFD 7.5 7 $1,957.81 360 1-Sep-27
4657415 WALNUT CREEK CA 94596 SFD 7.45 7 $2,059.56 360 1-Sep-27
4657426 WOODLAND HILLS CA 91364 SFD 7.55 7 $1,651.21 360 1-Sep-27
4657435 SAN RAMON CA 94583 SFD 7.65 7 $2,185.31 360 1-Sep-27
4657491 PALMDALE CA 93591 SFD 7.85 7 $423.16 360 1-Sep-27
4657640 MILPITAS CA 95035 SFD 7.875 7 $1,392.13 360 1-Nov-27
4657735 POTOMAC MD 20854 SFD 7.75 7 $1,823.99 360 1-Nov-27
4658278 CARLSBAD CA 92009 SFD 7.875 7 $3,625.35 360 1-Nov-27
4658417 COMMACK NY 11725 SFD 8 7 $1,951.82 360 1-Dec-27
4658650 COLUMBIA MD 21044 SFD 7.375 7 $2,089.99 360 1-Dec-27
4658764 MELBOURNE KY 41059 SFD 7.625 7 $1,920.95 360 1-Dec-27
4658784 CORAL SPRINGS FL 33076 SFD 7.75 7 $1,574.68 360 1-Dec-27
4658849 MONTAUK NY 11954 SFD 7.5 7 $2,520.67 360 1-Dec-27
4658925 MONTCLAIR TOWNSHIP NJ 7042 SFD 7.625 7 $1,769.48 360 1-Dec-27
4658998 MILLBRAE CA 94030 SFD 7.625 7 $2,253.62 360 1-Nov-27
4659015 TOPANGA AREA CA 90290 SFD 7.625 7 $1,855.30 360 1-Nov-27
4659292 ALAMO CA 94507 SFD 7.75 7 $3,725.35 360 1-Oct-27
4659301 SEVERNA PARK MD 21146 SFD 7.875 7 $1,812.67 360 1-Dec-27
4659380 SAN DIEGO CA 92107 SFD 7.5 7 $2,097.65 360 1-Sep-27
4659400 SANDY UT 84093 SFD 7.625 7 $2,197.00 360 1-Dec-27
4659401 ANGIER NC 27501 SFD 7.75 7 $2,077.60 360 1-Jan-28
4659573 LOS GATOS CA 95032 SFD 7.625 7 $2,831.18 360 1-Jan-28
4659581 CORRALITOS CA 95076 SFD 7.125 6.859 $3,471.00 360 1-Jan-28
4659591 PORT CHARLOTTE FL 33952 SFD 8.25 7 $591.25 360 1-Aug-27
4659636 NOVATO CA 94945 SFD 8.45 7 $1,297.31 360 1-Aug-27
4659726 PORTLAND OR 97203 SFD 8.2 7 $782.16 360 1-Oct-27
4659813 CLAREMONT CA 91711 SFD 7.5 7 $2,550.74 360 1-Nov-27
4659816 ENGLEWOOD CO 80111 SFD 7.5 7 $2,052.20 360 1-Jan-28
4659844 LITTLE ROCK AR 72227 SFD 7.5 7 $1,608.19 360 1-Dec-27
4660026 SIMI VALLEY CA 93065 SFD 8 7 $2,605.23 360 1-Oct-27
4660070 TEMECULA CA 92592 SFD 8 7 $2,788.31 360 1-Oct-27
4660102 WEST PALM BEACH FL 33417 PUD 7.95 7 $449.13 360 1-Oct-27
4660179 ANAHEIM CA 92807 SFD 7.5 7 $1,648.75 360 1-Dec-27
4660245 HOLLISTER CA 95023 SFD 7.85 7 $1,141.43 360 1-Sep-27
4660252 SAN FRANCISCO CA 94110 MF2 7.85 7 $3,030.78 360 1-Sep-27
4660275 GILROY CA 95020 LCO 8.05 7 $479.22 360 1-Sep-27
4660293 REDONDO BEACH CA 90277 SFD 7.5 7 $2,123.52 360 1-Sep-27
4660297 SAN JOSE CA 95134 LCO 7.9 7 $1,497.22 360 1-Sep-27
4660396 TORRANCE CA 90505 SFD 7.55 7 $1,944.92 360 1-Sep-27
4660467 CALEXICO CA 92231 SFD 7.5 7 $524.42 360 1-Nov-27
4660550 SOUTH PASADENA CA 91030 SFD 8 7 $2,524.15 360 1-Oct-27
4660553 SONORA CA 95370 SFD 7.875 7 $1,769.17 360 1-Dec-27
4660559 SAN DIEGO CA 92128 SFD 7.5 7 $2,517.17 360 1-Oct-27
4660574 PALM HARBOR FL 34685 PUD 7.8 7 $302.35 360 1-Sep-27
4660629 ST PETERSBURG FL 33715 LCO 8.1 7 $471.86 360 1-Sep-27
4660642 HOUSTON TX 77042 SFD 7.65 7 $1,388.52 360 1-Sep-27
4660661 EDMONDS WA 98020 SFD 7.75 7 $3,116.39 360 1-Jan-28
4660677 NORTH MIAMI BEACH FL 33160 HCO 8.4 7 $266.65 360 1-Sep-27
4660688 SEATTLE WA 98116 SFD 7.45 7 $1,649.04 360 1-Sep-27
4660698 ENUMCLAW WA 98022 SFD 7.5 7 $1,500.52 360 1-Sep-27
4660707 TAMARAC FL 33319 SFD 7.95 7 $219.09 360 1-Sep-27
4660735 STATEN ISLAND NY 10310 SFD 8.25 7 $1,045.77 360 1-Jan-28
4660793 SAN ANTONIO TX 78230 SFD 7.375 7 $2,182.54 360 1-Dec-27
4660846 CHATSWORTH CA 91311 SFD 8.25 7 $2,148.63 360 1-Dec-27
4660892 DEERFIELD BEACH FL 33442 SFD 8.1 7 $791.12 360 1-Sep-27
4660898 HOLLYWOOD FL 33021 LCO 7.95 7 $599.57 360 1-Sep-27
4660921 HALLANDALE FL 33009 HCO 8.35 7 $545.99 360 1-Sep-27
4660925 HALLANDALE FL 33009 HCO 8.1 7 $385.19 360 1-Sep-27
4660929 PLANTATION FL 33322 SFD 7.85 7 $314.66 360 1-Sep-27
4660938 FORT LAUDERDALE FL 33308 HCO 8.1 7 $985.20 360 1-Sep-27
4660944 SARATOGA CA 95070 SFD 7.75 7 $4,011.91 360 1-Dec-27
4660989 GREAT NECK NY 11024 SFD 7.6 7 $2,379.48 360 1-Sep-27
4661109 ST GEORGE'S DE 19733 SFD 7.5 7 $598.53 360 1-Oct-27
4661169 UPPER NYACK NY 10960 SFD 7.75 7 $1,748.05 360 1-Sep-27
4661175 NEW YORK NY 10021 COP 8.35 7 $787.13 360 1-Sep-27
4661204 EAST HAMPTON NY 11937 SFD 8.25 7 $1,502.54 360 1-Jan-28
4661394 EAST HAMPTON NY 11937 SFD 8 7 $1,966.49 360 1-Jan-28
4661725 WESTHAMPTON NY 11977 SFD 8.125 7 $1,930.50 360 1-Dec-27
4661753 LOMITA CA 90717 SFD 7.375 7 $1,353.73 360 1-Dec-27
4661832 LINDENHURST NY 11757 SFD 7.875 7 $732.33 360 1-Jan-28
4661884 CORDOVA TN 38018 SFD 7.75 7 $2,285.36 360 1-Dec-27
4661916 ALAMEDA CA 94502 SFD 7.625 7 $2,544.52 360 1-Nov-27
4661958 HOLMDEL NJ 7733 SFD 7.375 7 $1,933.90 360 1-Jan-28
4662001 BELLE MEAD NJ 8502 SFD 7.5 7 $3,006.63 360 1-Jan-28
4662146 YORBA LINDA CA 92887 SFD 7.625 7 $2,728.54 360 1-Dec-27
4662313 MIDDLETOWN NJ 7701 SFD 7.875 7 $1,769.17 360 1-Dec-27
4662357 EUGENE OR 97405 SFD 7.25 6.984 $3,956.63 360 1-Dec-27
4662589 SALT LAKE CITY UT 84111 SFD 7.75 7 $3,940.27 360 1-Dec-27
4662691 AMAGANSETT NY 11930 SFD 7.875 7 $2,175.21 360 1-Jan-28
4662758 BROOKLYN NY 11229 MF2 8.125 7 $2,226.61 360 1-Dec-27
4662764 LAGUNA NIGEL CA 92677 SFD 7.625 7 $1,939.35 360 1-Dec-27
4662804 LARCHMONT NY 10538 SFD 7.5 7 $1,748.04 360 1-Jan-28
4662865 WAYNE NJ 7470 SFD 7.875 7 $1,827.18 360 1-Dec-27
4663073 FLORHAM PARK NJ 7932 SFD 7 6.734 $1,846.22 360 1-Jan-28
4663293 CINCINNATI OH 45248 SFD 7.375 7 $1,657.62 360 1-Dec-27
4663305 LA MIRADA CA 90638 PUD 7.75 7 $1,662.08 360 1-Dec-27
4663314 TROY OH 45373 SFD 7.75 7 $1,862.68 360 1-Dec-27
4663366 ST LEONARD MD 20685 SFD 8 7 $2,338.51 360 1-Nov-27
4663370 VALLEY FORGE PA 19481 SFD 7.75 7 $2,091.92 360 1-Oct-27
4663377 PROSPECT KY 40059 SFD 7.75 7 $2,945.89 360 1-Oct-27
4663387 COLTS NECK NJ 7722 SFD 8 7 $4,303.53 360 1-Oct-27
4663433 PARK CITY UT 84098 SFD 7.5 7 $2,447.25 360 1-Dec-27
4663503 MISSION VIEJO CA 92691 SFD 7.875 7 $2,079.86 360 1-Oct-27
4663517 WEST FRIENDSHIP MD 21794 SFD 7.875 7 $2,228.50 360 1-Nov-27
4663518 MADISON NJ 7940 SFD 7.5 7 $2,328.39 360 1-Dec-27
4663717 WESTHAMPTON BEACH NY 11978 SFD 8 7 $1,948.15 360 1-Dec-27
4663838 NEWPORT BEACH CA 92660 SFD 8 7 $2,993.76 360 1-Nov-27
4663981 FRANKLIN TN 37069 SFD 8 7 $2,160.21 360 1-Dec-27
4663989 REDWOOD CITY CA 94061 SFD 7.375 7 $1,836.61 360 1-Jan-28
4664034 JASPER IN 47546 SFD 8 7 $744.77 360 1-Nov-27
4664065 UPLAND CA 91784 SFD 7.875 7 $2,559.49 360 1-Oct-27
4664071 NORTHBROOK IL 60062 SFD 7.125 6.859 $3,368.60 360 1-Oct-27
4664095 WASHINGTON DC 20036 THS 7.75 7 $2,177.90 360 1-Oct-27
4664260 MERIDIAN ID 83642 SFD 7.625 7 $2,615.30 360 1-Dec-27
4664299 GALLATIN TN 37066 SFD 7.25 6.984 $1,889.63 360 1-Dec-27
4664415 IRVINE CA 92612 PUD 7.75 7 $2,399.99 360 1-Dec-27
4664423 WALL NJ 7719 SFD 7.25 6.984 $1,569.01 360 1-Jan-28
4664676 RANCHO PALOS VERDES CA 90275 PUD 7.625 7 $3,107.22 360 1-Dec-27
4664852 LEWES BEACH DE 19958 SFD 7.625 7 $2,123.39 360 1-Dec-27
4664904 HAMPTON COVE AL 35763 SFD 7.75 7 $2,229.47 360 1-Nov-27
4665133 VIRGINIA BEACH VA 23454 SFD 7.875 7 $2,652.67 360 1-Dec-27
4665281 NORTH BEND WA 98045 SFD 7.875 7 $1,748.87 360 1-Dec-27
4665445 SACRAMENTO CA 95831 SFD 7.5 7 $3,125.49 360 1-Dec-27
4665456 FAR HILLS NJ 7931 LCO 7.625 7 $3,185.08 360 1-Jan-28
4665662 SEAL BEACH CA 90740 SFD 7.75 7 $2,804.76 360 1-Dec-27
4665678 SCARSDALE NY 10583 SFD 7.75 7 $2,034.62 360 1-Jan-28
4665690 WESTMINSTER CO 80030 SFD 7.875 7 $2,668.26 360 1-Jan-28
4665961 SANDY UT 84092 SFD 7.625 7 $2,610.54 240 1-Nov-17
4666117 DARIEN IL 60561 SFD 8.125 7 $2,465.10 360 1-Jan-28
4666157 LUTHERVILLE MD 21093 SFD 7.875 7 $3,625.35 360 1-Nov-27
4666165 IRVINE CA 92606 SFD 7.5 7 $1,957.80 360 1-Dec-27
4666281 WATER MILL NY 11976 SFD 8.125 7 $2,732.39 360 1-Dec-27
4666358 REDWOOD CITY CA 94062 SFD 7.375 7 $2,693.64 360 1-Dec-27
4666403 IRVINGTON NY 10533 SFD 7.75 7 $1,934.32 360 1-Jan-28
4666631 MANALAPAN NJ 7601 SFD 8.25 7 $2,704.56 360 1-Dec-27
4666650 EAST LYME CT 6333 SFD 7.75 7 $1,755.22 360 1-Dec-27
4666653 IRVINE CA 92620 PUD 7.75 7 $2,160.70 360 1-Dec-27
4666886 MONMOUTH BEACH NJ 7750 SFD 7 6.734 $1,862.85 360 1-Jan-28
4667038 SEACAUCUS NJ 7094 SFD 8.25 7 $1,126.90 360 1-Dec-27
4667063 BOCA RATON FL 33496 SFD 8 7 $513.64 360 1-Dec-27
4667233 SANTA BARBARA CA 93105 SFD 7.375 7 $2,127.28 360 1-Jan-28
4667514 AUSTIN TX 78759 SFD 7.375 7 $2,210.17 360 1-Dec-27
4667549 INTERLAKEN NJ 7712 SFD 7.375 7 $1,436.61 360 1-Dec-27
4667592 LAGUNA NIGUEL CA 92677 SFD 7.625 7 $1,702.24 360 1-Jan-28
4667662 IRVINE CA 92714 PUD 8.25 7 $2,223.75 360 1-Dec-27
4667670 DALLAS TX 75229 SFD 7.625 7 $2,649.27 360 1-Dec-27
4667752 YORBA LINDA CA 92886 SFD 7.75 7 $2,034.61 360 1-Dec-27
4667787 BASKING RIDGE NJ 7920 SFD 7.625 7 $2,696.70 360 1-Jan-28
4667818 ELLICOTT CITY MD 21042 SFD 7.75 7 $1,737.30 360 1-Dec-27
4667823 COROLLA NC 27927 SFD 8.125 7 $1,782.00 360 1-Dec-27
4667870 ST. LOUIS MO 63131 SFD 7.75 7 $1,934.32 360 1-Dec-27
4667907 LAKEWOOD WA 98498 SFD 7.875 7 $3,567.34 360 1-Dec-27
4667915 HOLLYWOOD FL 33021 SFD 8 7 $1,144.68 360 1-Dec-27
4667940 BELLEVUE ID 83313 SFD 7.625 7 $1,946.44 360 1-Dec-27
4667979 ANAHEIM CA 92807 SFD 7.875 7 $1,960.59 360 1-Dec-27
4667984 ELLICOTT CITY MD 21042 SFD 7.75 7 $4,298.48 360 1-Dec-27
4668019 FRESNO CA 93711 SFD 7.875 7 $1,656.06 360 1-Dec-27
4668060 SEWICKLEY PA 15143 SFD 8 7 $3,903.63 360 1-Dec-27
4668087 EVERGREEN CO 80439 SFD 7.75 7 $3,037.59 360 1-Nov-27
4668100 LOS ANGELES CA 90068 SFD 7.375 7 $2,779.97 360 1-Dec-27
4668113 CARLSBAD CA 92009 PUD 7.875 7 $1,759.02 360 1-Dec-27
4668156 PORT LUDLOW WA 98365 SFD 7.5 7 $2,359.85 360 1-Dec-27
4668182 EDMONDS WA 98020 SFD 7.625 7 $2,010.13 360 1-Dec-27
4668220 LOVELAND OH 45140 SFD 7.25 6.984 $1,569.01 360 1-Jan-28
4668308 CLARKSVILLE MD 21029 SFD 7.375 7 $1,640.36 360 1-Jan-28
4668318 NORTH HOLLYWOOD CA 91602 SFD 7.625 7 $2,717.93 360 1-Dec-27
4668506 SCARSDALE NY 10583 SFD 8 7 $1,687.66 360 1-Jan-28
4668523 BROOKLYN NY 11235 SFD 7.75 7 $3,581.70 360 1-Dec-27
4668566 SAN JOSE CA 95120 PUD 7.875 7 $2,381.86 360 1-Dec-27
4668575 PAWLEYS ISLAND SC 29585 HCO 7.875 7 $1,972.19 360 1-Dec-27
4668660 LITTLETON CO 80121 SFD 7.5 7 $2,657.02 360 1-Dec-27
4668906 SEATTLE WA 98126 SFD 7.375 7 $2,876.66 360 1-Dec-27
4668921 HOLLISTER CA 95023 SFD 7.875 7 $1,735.10 360 1-Dec-27
4668945 POWAY CA 92064 SFD 7.875 7 $2,175.21 360 1-Dec-27
4669044 SAN JOSE CA 95135 SFD 8.125 7 $3,029.39 360 1-Nov-27
4669086 SAN JOSE CA 95118 SFD 7.5 7 $3,244.36 360 1-Dec-27
4669095 SAVANNAH GA 31401 SFD 7.875 7 $1,794.55 360 1-Nov-27
4669144 CORVALLIS OR 97330 SFD 7.5 7 $1,873.89 360 1-Dec-27
4669153 BEDFORD MA 1730 SFD 7.375 7 $1,574.74 360 1-Dec-27
4669170 ROCKFORD MI 49341 SFD 7.875 7 $1,812.68 360 1-Dec-27
4669174 POQUOSON VA 23662 SFD 7.75 7 $2,147.09 360 1-Dec-27
4669210 SANTA FE NM 87501 SFD 7.625 7 $2,406.50 360 1-Dec-27
4669217 CASTRO VALLEY CA 94546 SFD 7.875 7 $2,167.96 360 1-Dec-27
4669393 CHESTERFIELD MO 63017 SFD 7.625 7 $2,400.13 360 1-Dec-27
4669434 BROOKFIELD WI 53005 SFD 7.5 7 $1,887.88 360 1-Dec-27
4669702 BAKERSFIELD CA 93301 SFD 8 7 $2,542.50 360 1-Nov-27
4669759 MANASSAS VA 20112 SFD 8.25 7 $2,064.49 360 1-Dec-27
4669806 SANTA ANA CA 92707 SFD 7.625 7 $2,236.63 360 1-Dec-27
4669972 SOUTHAMPTON NY 11968 SFD 7.875 7 $2,356.48 360 1-Jan-28
4670042 SAN DIEGO CA 92124 LCO 7.75 7 $716.42 360 1-Dec-27
4670158 FAIRFAX VA 22031 SFD 8.25 7 $2,839.79 360 1-Dec-27
4670314 SHOREHAM NY 11786 SFD 7.75 7 $1,576.11 360 1-Dec-27
4670434 FRANKLIN MA 2038 SFD 7.5 7 $1,603.30 360 1-Dec-27
4670503 FAIRFIELD CT 6430 SFD 7.75 7 $1,916.41 360 1-Jan-28
4670504 CINCINNATI OH 45242 SFD 7.875 7 $2,352.85 360 1-Jan-28
4670507 SALEM OR 97304 SFD 8 7 $1,805.07 360 1-Dec-27
4670520 SEATTLE WA 98115 SFD 7.625 7 $2,208.32 360 1-Dec-27
4670571 CALABASH NC 28467 LCO 8.25 7 $343.71 360 1-Jan-28
4670632 LAKE FOREST PARK WA 98155 SFD 7.25 6.984 $1,896.45 360 1-Dec-27
4670643 PARK CITY UT 84060 PUD 7.75 7 $3,318.42 360 1-Nov-27
4670655 SANDY UT 84092 SFD 8 7 $1,639.96 360 1-Nov-27
4670660 ALTADENA CA 91001 SFD 7.375 7 $2,072.03 360 1-Dec-27
4670787 WASHINGTON DC 20007 SFD 7.625 7 $4,453.08 360 1-Dec-27
4670988 OLYMPIA WA 98502 SFD 7.75 7 $2,229.83 360 1-Dec-27
4671033 LAS VEGAS NV 89118 SFD 7.5 7 $1,845.93 360 1-Dec-27
4671036 ATLANTA GA 30309 SFD 7.5 7 $3,146.47 360 1-Sep-27
4671050 SOMERSET NJ 8873 SFD 7.25 6.984 $1,691.46 360 1-Dec-27
4671097 WESTPORT CT 6880 SFD 7.625 7 $2,831.17 360 1-Dec-27
4671182 CAROLINA BEACH NC 28428 SFD 7.625 7 $1,626.51 240 1-Dec-17
4671240 WESTHAMPTON BEACH NY 11978 LCO 8.125 7 $668.25 360 1-Dec-27
4671279 DAVIE FL 33325 SFD 7.875 7 $470.21 360 1-Dec-27
4671280 SEWELL NJ 8080 SFD 7.75 7 $358.21 360 1-Dec-27
4671341 KERRVILLE TX 78028 SFD 8.25 7 $2,629.44 360 1-Nov-27
4671461 PALM BEACH GARDENS FL 33418 SFD 7.75 7 $2,117.00 360 1-Dec-27
4671469 MARTINEZ CA 94553 SFD 7.5 7 $1,552.26 360 1-Dec-27
4671504 PARKLAND FL 33067 SFD 7.625 7 $2,300.33 360 1-Dec-27
4671512 TRABUCO CANYON CA 92679 PUD 8.125 7 $2,331.45 360 1-Dec-27
4671588 OCEAN CITY NJ 8226 SFD 7.875 7 $1,728.57 360 1-Dec-27
4671801 TOPANGA CA 90290 SFD 7.625 7 $1,118.32 360 1-Dec-27
4671915 SANTA CLARA CA 95051 SFD 7.75 7 $1,884.17 360 1-Dec-27
4672047 ALPHARETTA GA 30005 SFD 6.875 6.609 $1,482.82 360 1-Dec-27
4672208 EUGENE OR 97401 SFD 7.75 7 $2,417.90 360 1-Dec-27
4672269 RANDOLPH NJ 7869 SFD 8.125 7 $1,670.62 360 1-Dec-27
4672337 OCEAN CITY MD 21842 SFD 7.875 7 $2,392.73 360 1-Dec-27
4672398 REDWOOD CITY CA 94061 LCO 7.75 7 $1,826.86 360 1-Dec-27
4672428 CINCINNATI OH 45241 SFD 7.125 6.859 $3,018.26 360 1-Dec-27
4672511 BIG SANDY TX 75755 SFD 7.75 7 $2,636.40 360 1-Dec-27
4672586 BEND OR 97702 SFD 7.5 7 $2,447.25 360 1-Dec-27
4672629 SAN FRANCISCO CA 94132 SFD 7.875 7 $2,043.25 360 1-Nov-27
4672638 PLANO TX 75093 SFD 7.875 7 $2,348.14 360 1-Nov-27
4672676 SAN FRANCISCO CA 94121 SFD 7.875 7 $2,323.85 360 1-Nov-27
4672708 HUNTINGTON NY 11743 SFD 7.75 7 $2,179.33 360 1-Jan-28
4672723 SAN FRANCISCO CA 94122 SFD 7.875 7 $1,653.16 360 1-Dec-27
4672781 WILLOW SPRINGS IL 60480 SFD 7.875 7 $1,464.64 360 1-Dec-27
4672784 KENT WA 98042 SFD 7.625 7 $1,762.41 360 1-Dec-27
4672835 SEATTLE WA 98177 SFD 7.75 7 $1,627.69 360 1-Dec-27
4672953 ALPHARETTA GA 30004 SFD 7.5 7 $1,793.49 360 1-Dec-27
4672990 OZONE PARK NY 11417 LCO 8.25 7 $760.29 360 1-Jan-28
4673013 SANTA MONICA CA 90404 SFD 8 7 $1,737.56 360 1-Jan-28
4673029 MILLVILLE DE 19970 LCO 8.125 7 $789.65 360 1-Jan-28
4673177 WILTON CA 95693 SFD 7.5 7 $2,223.50 360 1-Dec-27
4673263 LOS ANGELES CA 90048 SFD 7.5 7 $2,209.52 360 1-Jan-28
4673317 VIRGINIA BEACH VA 23452 SFD 7.5 7 $1,845.93 360 1-Dec-27
4673482 THE WOODLANDS TX 77382 SFD 7.25 6.984 $1,463.95 360 1-Dec-27
4673539 ROSLYN NY 11577 SFD 7.75 7 $2,177.90 360 1-Jan-28
4673576 LOOMIS CA 95650 SFD 7.875 7 $1,797.81 360 1-Dec-27
4673682 HUNTINGTON BEACH CA 92648 PUD 7.625 7 $2,660.60 360 1-Dec-27
4673815 PALM BEACH GARDENS FL 33410 SFD 7.875 7 $2,900.28 360 1-Dec-27
4673842 HOT SPRINGS VILLAGE AR 71909 SFD 7.5 7 $1,828.80 360 1-Nov-27
4674417 BRIGHTON MI 48116 SFD 8.25 7 $2,853.32 360 1-Dec-27
4674516 LOWELL AR 72745 SFD 7.25 6.984 $1,619.49 360 1-Dec-27
4674724 WAUKESHA WI 53186 SFD 7.625 7 $1,642.09 360 1-Jan-28
4675660 LOS ANGELES CA 90210 SFD 7.75 7 $3,295.50 360 1-Jan-28
4675678 WOODBURY NY 11797 SFD 7.5 7 $3,205.90 360 1-Jan-28
4676328 REDWOOD CITY CA 94065 SFD 7.75 7 $1,712.23 360 1-Nov-27
4676361 MURRAY UT 84107 SFD 7.875 7 $1,761.92 360 1-Nov-27
4676600 AGOURA HILLS CA 91301 SFD 7.75 7 $2,514.61 360 1-Nov-27
4676915 BAKERSFIELD CA 93312 SFD 7.625 7 $1,727.02 360 1-Dec-27
4676999 PUYALLUP WA 98373 SFD 8.25 7 $1,630.25 360 1-Nov-27
4677073 SAN RAMON CA 94583 SFD 7.875 7 $2,037.45 360 1-Dec-27
4677099 SARATOGA CA 95070 SFD 7.75 7 $1,940.40 360 1-Nov-27
4677231 LANCASTER CA 93536 SFD 7.875 7 $2,218.71 360 1-Nov-27
4677317 GYPSUM CO 81637 SFD 7.75 7 $1,662.08 360 1-Dec-27
4677328 GLEN ELLEN CA 95442 SFD 7.75 7 $1,792.46 360 1-Nov-27
4677331 MIDLOTHIAN TX 76065 SFD 7.875 7 $1,769.54 360 1-Dec-27
4677419 CHINO HILLS CA 91709 SFD 7.75 7 $1,611.93 360 1-Nov-27
4677488 PARK CITY UT 84098 SFD 8 7 $2,034.73 360 1-Dec-27
4677756 MONTVALE NJ 7675 SFD 7.25 6.984 $1,616.76 360 1-Dec-27
4677963 WILMINGTON MA 1887 SFD 7.625 7 $1,901.84 360 1-Nov-27
4678002 ARLINGTON TX 76016 SFD 7.875 7 $1,809.05 360 1-Nov-27
4678030 ESCONDIDO CA 92026 SFD 7.5 7 $1,817.96 360 1-Nov-27
4678048 BUENA VISTA CO 81211 SFD 7.375 7 $2,265.42 360 1-Jan-28
4678054 MENLO PARK CA 94025 SFD 7.75 7 $2,865.65 360 1-Jan-28
4678106 WESTBURY NY 11590 SFD 7.75 7 $779.10 360 1-Jan-28
4678261 ENCINO CA 91436 SFD 7.75 7 $2,693.72 360 1-Dec-27
4678354 LEESBURG VA 20175 SFD 7.75 7 $2,082.26 360 1-Jan-28
4678388 FAIRFAX VA 22033 SFD 7.875 7 $3,139.55 360 1-Dec-27
4678470 TARZANA CA 91356 SFD 8.25 7 $2,944.97 360 1-Dec-27
4678521 YARMOUTH ME 4096 SFD 7.375 7 $2,002.96 360 1-Dec-27
4678540 ROCKLIN CA 95765 SFD 8.25 7 $1,761.35 360 1-Dec-27
4678747 SAN DIEGO CA 92129 SFD 7.75 7 $1,719.39 360 1-Nov-27
4678821 SANTA CLARA CA 95051 SFD 7.5 7 $1,594.21 360 1-Nov-27
4678859 LAS VEGAS NV 89134 SFD 7.875 7 $2,309.71 360 1-Oct-27
4679112 BOCA RATON FL 33434 SFD 7.625 7 $2,158.78 360 1-Jan-28
4679185 RALEIGH NC 27607 SFD 7.5 7 $2,225.26 360 1-Jan-28
4679362 SAN DIEGO CA 92131 SFD 7.875 7 $1,742.70 360 1-Dec-27
4679422 HOUSTON TX 77024 SFD 7.75 7 $6,216.67 360 1-Dec-27
4679701 ORANGE CITY FL 32763 SFD 7.625 7 $315.68 360 1-Jan-28
4679705 CUPERTINO CA 95014 SFD 8 7 $1,863.77 360 1-Jan-28
4679827 CINCINNATI OH 45208 SFD 7.5 7 $1,101.26 360 1-Jan-28
4680008 SANIBEL FL 33957 SFD 7.875 7 $2,537.75 360 1-Jan-28
4680009 EL CAJON CA 92019 SFD 8.25 7 $1,940.52 360 1-Dec-27
4680064 THOUSAND OAKS CA 91360 SFD 7.125 6.859 $1,886.41 360 1-Nov-27
4680071 FOUNTAIN VALLEY CA 92708 SFD 7.75 7 $1,208.95 360 1-Nov-27
4680110 MILLBRAE CA 94030 SFD 7.75 7 $2,142.08 360 1-Dec-27
4680181 POMPANO BEACH FL 33062 SFD 7.5 7 $1,048.83 360 1-Dec-27
4680351 ENCINITAS CA 92024 SFD 7.75 7 $1,885.24 360 1-Dec-27
4680399 STATEN ISLAND NY 10307 SFD 7.875 7 $1,761.20 360 1-Jan-28
4680536 THE SEA RANCH CA 95497 SFD 7.5 7 $2,055.69 360 1-Nov-27
4680548 RICHMOND VA 23226 SFD 7.875 7 $2,370.98 360 1-Nov-27
4680569 KAYSVILLE UT 84037 SFD 7.75 7 $2,686.55 360 1-Jan-28
4680570 CHULA VISTA CA 91902 SFD 7.625 7 $1,656.24 360 1-Dec-27
4680923 HOUSTON TX 77056 SFD 8.25 7 $1,872.91 360 1-Dec-27
4681555 SOUTH SAN FRANCISCO CA 94080 LCO 7.75 7 $716.41 360 1-Dec-27
4681923 WOODLAND HILLS CA 91303 SFD 8 7 $1,115.32 360 1-Dec-27
4682125 AUSTIN TX 78727 SFD 8.125 7 $428.80 360 1-Jan-28
4682302 WELLINGTON FL 33414 SFD 7.75 7 $2,063.27 360 1-Jan-28
4682609 GILROY CA 95020 SFD 7.5 7 $3,146.47 360 1-Jan-28
4682897 CORAL GABLES FL 33134 SFD 7.75 7 $2,091.93 360 1-Jan-28
4683071 MECHANICSVILLE MD 20659 SFD 7.875 7 $2,117.21 360 1-Dec-27
4683137 FLAGSTAFF AZ 86001 SFD 7.5 7 $2,097.65 360 1-Dec-27
4683467 STATEN ISLAND NY 10314 SFD 8.125 7 $1,076.62 360 1-Dec-27
4683872 SUWANEE GA 30174 SFD 7.75 7 $2,034.61 360 1-Dec-27
4684444 DIAMOND BAR CA 91765 SFD 7.75 7 $1,740.88 360 1-Nov-27
4684857 WOODSTOCK GA 30189 SFD 7.625 7 $1,815.49 360 1-Dec-27
4685334 NEWPORT BEACH CA 92660 SFD 8 7 $2,973.95 360 1-Dec-27
4685629 SAN DIEGO CA 92111 SFD 7.75 7 $917.01 360 1-Dec-27
4685741 LAGUNA NIGUEL CA 92677 SFD 7.875 7 $1,247.12 360 1-Dec-27
4686008 SAN DIEGO CA 92130 SFD 7.375 7 $2,099.65 360 1-Dec-27
4686547 TULSA OK 74136 SFD 7.5 7 $3,017.11 360 1-Dec-27
4686551 FAYETTEVILLE AR 72701 SFD 7.5 7 $1,987.52 360 1-Jan-28
4687149 CHATSWORTH CA 91311 SFD 7.875 7 $2,639.26 360 1-Dec-27
4687465 CARLSBAD CA 92009 SFD 7.875 7 $1,848.93 360 1-Dec-27
6142743 COLLEGE STATION TX 77845 SFD 7.875 7 $1,602.40 360 1-Aug-27
6171401 COLORADO SPRINGS CO 80906 SFD 7.5 7 $1,538.27 360 1-Oct-27
6178788 WEST DES MOINES IA 50266 SFD 8 7 $1,761.04 360 1-Oct-27
6349027 SAN MATEO CA 94402 SFD 7.625 7 $2,916.11 360 1-Nov-27
6356874 EPHRATA PA 17522 SFD 8 7 $1,707.84 360 1-Aug-27
6363159 CHANHASSEN MN 55317 SFD 7.875 7 $1,638.08 360 1-Oct-27
6370181 GREENBRAE CA 94904 SFD 7.875 7 $4,582.44 360 1-Nov-27
6407254 CUMMING GA 30131 SFD 7.75 7 $1,616.58 360 1-Sep-27
6412475 NAPERVILLE IL 60564 SFD 7.25 6.984 $2,046.53 360 1-Dec-27
6414214 EDEN PRAIRIE MN 55346 SFD 7.75 7 $2,743.86 360 1-Jul-27
6416467 BOONTON TOWNSHIP NJ 7005 SFD 7.75 7 $3,782.66 360 1-Sep-27
6434539 CARLSBAD CA 92009 SFD 8.25 7 $1,934.51 360 1-Oct-27
6435172 CAMARILLO CA 93012 SFD 7.5 7 $1,576.38 360 1-Sep-27
6436337 EAGAN MN 55075 SFD 7.875 7 $1,670.07 360 1-Oct-27
6437326 DILLON CO 80435 PUD 7.875 7 $2,506.93 360 1-Nov-27
6439396 CHESAPEAKE VA 23320 SFD 8 7 $1,798.46 360 1-Nov-27
6444807 ROCKVILLE MD 20855 SFD 8.5 7 $1,960.73 360 1-Aug-27
6445083 NEWTON HIGHLANDS MA 2161 LCO 7.5 7 $1,706.08 360 1-Oct-27
6447778 CORRALES NM 87048 SFD 8.125 7 $2,227.49 360 1-Sep-27
6451731 PALM DESERT CA 92211 PUD 7.75 7 $2,107.40 360 1-Sep-27
6453092 CLIVE IA 50325 SFD 7.5 7 $1,817.96 360 1-Nov-27
6453513 ROUGH AND READY CA 95975 SFD 7.625 7 $1,845.22 360 1-Dec-27
6453824 EL DORADO HILLS CA 95762 SFD 7.875 7 $1,646.40 360 1-Nov-27
6455894 MAMMOTH LAKES CA 93546 SFD 8.375 7 $1,672.16 360 1-Oct-27
6459611 WESTLAKE VILLAGE CA 93161 SFD 7.75 7 $2,937.29 360 1-Oct-27
6460280 TUSTIN CA 92680 SFD 7.625 7 $2,871.94 360 1-Oct-27
6462002 ALPHARETTA GA 30005 PUD 7.5 7 $1,852.22 360 1-Sep-27
6464542 SAN JOSE CA 95138 SFD 7.5 7 $2,175.96 360 1-Nov-27
6464792 CAMARILLO CA 93010 SFD 7.5 7 $2,400.05 360 1-Nov-27
6466374 PLANO TX 75093 SFD 7.75 7 $3,290.48 360 1-Oct-27
6468043 HOUSTON TX 77094 SFD 8 7 $2,318.70 360 1-Sep-27
6468574 BARRINGTON IL 60010 SFD 7.875 7 $7,250.69 360 1-Sep-27
6470259 SCOTTSDALE AZ 85255 SFD 7.875 7 $1,904.76 360 1-Nov-27
6471047 HOUSTON TX 77094 SFD 7.625 7 $1,783.64 360 1-Oct-27
6471961 GILROY CA 95020 SFD 8 7 $2,146.26 360 1-Nov-27
6477199 SAN DIEGO CA 92120 SFD 8 7 $2,215.97 360 1-Oct-27
6478348 CHAPEL HILL NC 27516 SFD 7.75 7 $1,853.72 360 1-Nov-27
6479278 HOUSTON TX 77019 SFD 7.875 7 $1,838.78 360 1-Sep-27
6480191 NEWTON MA 2158 SFD 7.625 7 $1,946.43 360 1-Sep-27
6480824 HOLLISTER CA 95023 SFD 8 7 $1,617.95 360 1-Oct-27
6483065 WASHINGTON TWP NJ 7853 SFD 8 7 $1,938.24 360 1-Oct-27
6485179 BRECKENRIDGE CO 80424 LCO 7.875 7 $1,595.15 360 1-Oct-27
6490222 PARAMUS NJ 7652 SFD 8.125 7 $1,673.59 360 1-Nov-27
6491032 FOND DU LAC WI 54935 SFD 8.25 7 $1,679.08 360 1-Oct-27
6491038 BUTTE MT 59701 SFD 8.25 7 $1,664.81 360 1-Oct-27
6493551 WINDSOR CO 80550 SFD 8.125 7 $1,870.20 360 1-Oct-27
6497334 CAMARILLO CA 93010 SFD 7.875 7 $1,645.91 360 1-Oct-27
6497520 RESTON VA 20191 SFD 7.5 7 $1,666.93 360 1-Nov-27
6498151 ALBUQUERQUE NM 87105 SFD 8.125 7 $1,670.62 360 1-Oct-27
6501609 CHINO HILLS CA 91709 SFD 8 7 $1,693.90 360 1-Nov-27
6501830 CARLSBAD CA 92009 SFD 7.875 7 $2,076.60 360 1-Oct-27
6501938 SOUTH JORDAN UT 84095 SFD 8.5 7 $2,345.19 360 1-Oct-27
6502373 BURNSVILLE MN 55337 SFD 7.875 7 $1,610.23 360 1-Nov-27
6503386 BARNEGAT LIGHT NJ 8006 SFD 8 7 $2,164.61 360 1-Nov-27
6504552 CHARLOTTE NC 28270 SFD 8 7 $1,540.91 360 1-Oct-27
6505641 ALTADENA CA 91001 SFD 7.75 7 $2,613.08 360 1-Nov-27
6505707 RIFLE CO 81650 SFD 7.875 7 $861.38 360 1-Nov-27
6505876 MARLBORO MA 1752 SFD 8 7 $1,755.16 360 1-Oct-27
6506725 EAT LEROY MI 49017 SFD 7.625 7 $1,783.64 360 1-Nov-27
6507783 CARLSBAD CA 92009 SFD 7.5 7 $1,556.12 360 1-Oct-27
6509496 MANHATTAN BEACH CA 90266 MF2 7.625 7 $2,831.17 360 1-Nov-27
6509737 CHINO CA 91710 SFD 7.75 7 $1,773.12 360 1-Oct-27
6513891 LAKEWOOD CO 80215 SFD 8.125 7 $3,712.49 360 1-Nov-27
6514258 MIDDLETOWN NJ 7748 SFD 8 7 $1,595.94 360 1-Nov-27
6516250 LAVERKIN UT 84745 MAN 7.75 7 $611.82 360 1-Oct-27
6516411 CANNON FALLS MN 55009 SFD 7.75 7 $1,719.39 360 1-Nov-27
6517083 BOSTON MA 2105 PUD 7.75 7 $2,544.70 360 1-Oct-27
6518402 BORING OR 97009 SFD 7.875 7 $1,997.57 360 1-Nov-27
6520491 LOS ANGELES CA 90045 SFD 7.75 7 $1,748.05 360 1-Nov-27
6520620 PLEASANTON CA 94566 SFD 7.875 7 $2,616.05 360 1-Nov-27
6520749 ATLANTIC BEACH NY 11509 SFD 7.5 7 $1,160.70 360 1-Oct-27
6520770 MAPLE GROVE MN 55311 SFD 8.125 7 $2,826.69 360 1-Nov-27
6522608 SAN JOSE CA 95138 SFD 7.75 7 $2,390.31 360 1-Oct-27
6525289 MINNEAPOLIS MN 55408 SFD 8.125 7 $2,153.24 360 1-Oct-27
6525915 TAJIQUE NM 87057 SFD 7.875 7 $2,186.08 360 1-Nov-27
6526332 THOUSAND OAKS CA 91320 SFD 8 7 $2,384.73 360 1-Nov-27
6526960 WALPOLE MA 2081 SFD 8.125 7 $868.72 360 1-Nov-27
6526980 LOS GATOS CA 95032 SFD 7.625 7 $3,220.46 360 1-Nov-27
6526998 THOUSAND OAKS CA 91360 PUD 8.125 7 $824.17 360 1-Nov-27
6527306 MOUND MN 55364 SFD 7.75 7 $1,576.11 360 1-Nov-27
6527982 LIBERTYVILLE IL 60048 SFD 7.75 7 $1,746.25 360 1-Nov-27
6528494 LOS ANGELES CA 91403 SFD 7.75 7 $845.37 360 1-Nov-27
6530795 BARRINGTON IL 60010 SFD 7.875 7 $1,993.94 360 1-Nov-27
6531451 CORAL SPRINGS FL 33071 SFD 7.875 7 $2,428.98 360 1-Nov-27
6532718 SYLMAR AREA CA 91342 SFD 7.625 7 $382.21 360 1-Oct-27
6533503 GOLD RIVER CA 95670 SFD 8.25 7 $2,547.92 360 1-Nov-27
6534488 MATAWAN NJ 7747 SFD 8.125 7 $992.67 360 1-Nov-27
6535953 FALLS CHURCH VA 22043 SFD 7.375 7 $2,127.28 360 1-Nov-27
6536867 CAMARILLO CA 93012 SFD 8.125 7 $1,770.86 360 1-Nov-27
6537994 LAKETOWN TOWNSHIP MN 55318 SFD 7.625 7 $1,946.43 360 1-Nov-27
6538051 MINNETRISTA MN 55364 SFD 7.5 7 $2,230.49 360 1-Nov-27
6538244 VANCOUVER WA 98685 SFD 7.75 7 $2,157.12 360 1-Nov-27
6538504 LOS ANGELES CA 90049 SFD 7.75 7 $2,994.60 360 1-Nov-27
6539142 BERNARDS TWP NJ 7920 SFD 7.25 6.984 $2,166.59 360 1-Nov-27
6539507 GOLD RIVER CA 95670 SFD 7.875 7 $1,580.65 360 1-Nov-27
6539905 LAGUNA BEACH CA 92651 SFD 8 7 $3,309.28 360 1-Nov-27
6540479 STILLWATER MN 55082 SFD 8.125 7 $2,105.31 240 1-Nov-17
6542008 SPRING HILL FL 34607 SFD 7.625 7 $2,689.62 360 1-Nov-27
6542348 WESTERVILLE OH 43082 SFD 7.375 7 $2,013.32 360 1-Nov-27
6544234 GERMANTOWN TN 38138 SFD 7.875 7 $2,838.65 360 1-Nov-27
6544667 ORONO MN 55356 SFD 7.625 7 $2,831.17 360 1-Nov-27
6545286 LA CANADA FLINTR CA 91011 SFD 7.5 7 $6,250.98 360 1-Nov-27
6546062 ALAMEDA CA 94502 SFD 8 7 $1,963.91 360 1-Dec-27
6546239 SAN RAFAEL CA 94901 SFD 7.75 7 $1,783.87 360 1-Nov-27
6546863 BURLINGAME CA 94010 SFD 7.75 7 $2,758.19 360 1-Nov-27
6547507 WASHINGTON DC 20016 SFD 7.875 7 $3,023.54 360 1-Nov-27
6547684 SAN FRANCISCO CA 94133 HCO 7.75 7 $5,416.08 360 1-Nov-27
6547776 TRABUCO CANYON CA 92679 SFD 7.25 6.984 $1,923.74 360 1-Nov-27
6548191 HAWTHORN WOODS IL 60047 SFD 7.5 7 $2,721.34 360 1-Nov-27
6548402 SCHAUMBURG IL 60173 SFD 7.75 7 $2,662.90 360 1-Nov-27
6548472 BOULDER CO 80301 SFD 7.75 7 $7,149.79 360 1-Nov-27
6550415 EDMONDS WA 98026 SFD 7.875 7 $2,372.43 360 1-Nov-27
6550515 ORINDA CA 94563 SFD 7.5 7 $5,943.32 360 1-Nov-27
6551394 PISMO BEACH CA 93449 SFD 7.625 7 $2,463.12 360 1-Nov-27
6552289 BRIGHTON CO 80601 SFD 8.25 7 $1,698.61 360 1-Nov-27
6552948 BURNSVILLE MN 55337 SFD 7.5 7 $3,216.39 360 1-Nov-27
6552958 FAYETTEVILLE GA 30214 SFD 7.375 7 $3,177.11 360 1-Nov-27
6553065 MARIETTA GA 30062 SFD 8.25 7 $1,794.96 360 1-Nov-27
6555268 SAN JOSE CA 95132 SFD 7.5 7 $1,748.04 360 1-Dec-27
6555410 TIBURON CA 94920 SFD 7.875 7 $2,465.24 360 1-Nov-27
6558884 LA HABRA HEIGHTS CA 90631 SFD 7.5 7 $1,869.70 360 1-Dec-27
6560946 LOS ANGELES CA 90210 SFD 7.75 7 $1,955.81 360 1-Nov-27
6561398 OMAHA NE 68130 SFD 7.5 7 $2,377.33 360 1-Nov-27
6562358 SIMI VALLEY CA 93065 SFD 8.375 7 $1,694.96 360 1-Nov-27
6564392 DEEPHAVEN MN 55391 SFD 7.5 7 $3,496.07 360 1-Nov-27
6564749 DRAPER UT 84020 SFD 7.875 7 $1,812.67 360 1-Nov-27
6568528 PARK CITY UT 84098 SFD 7.625 7 $2,208.32 360 1-Nov-27
6568606 FAIRFAX VA 22030 SFD 7.5 7 $1,678.11 360 1-Dec-27
6582253 REDWOOD CITY CA 94062 SFD 7.625 7 $1,911.04 360 1-Dec-27
</TABLE>
COUNT: 560
WAC: 7.745471408
WAM: 357.2837802
WALTV: 75.18879659
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2136980 $295,580.83 75.9 0.250 0.016 0.484
3059470 $149,209.01 78.05 0.250 0.016 1.359
3179536 $84,104.61 79.47 0.250 0.016 0
4510125 $144,592.89 72.07 0.250 0.016 0
4572968 $374,748.38 68.18 0.250 0.016 0.734
4577749 $240,000.00 80 0.250 0.016 0.234
4579048 $499,655.90 78.74 0.250 0.016 0.609
4579408 $298,739.00 80 0.250 0.016 0.484
4581274 $372,450.00 80 0.250 0.016 0.484
4585520 $264,703.41 89.8 17 0.250 0.016 0.234
4595785 $592,500.00 75 0.250 0.016 0.359
4598412 $239,081.14 82.5 17 0.250 0.016 0.484
4599632 $271,593.23 74.58 0.250 0.016 0.234
4603902 $309,496.90 79.94 0.250 0.016 0.859
4606085 $227,850.85 80 0.250 0.016 0.859
4606683 $284,000.00 78.89 0.250 0.016 0.484
4608363 $387,200.00 80 0.250 0.016 0.109
4613735 $229,853.33 92 17 0.250 0.016 0.984
4613881 $110,603.18 73.51 0.250 0.016 0.484
4615883 $125,000.00 62.5 0.250 0.016 0.984
4619184 $261,070.20 95 17 0.250 0.016 0.609
4627010 $124,595.91 43.86 0.250 0.016 0.984
4628795 $389,305.13 65.55 0.250 0.016 0.359
4630352 $349,798.62 89.97 0.250 0.016 1.484
4632512 $247,806.53 80 0.250 0.016 0
4634701 $249,065.75 95 6 0.250 0.016 0.734
4634734 $436,434.39 51.13 0.250 0.016 0.484
4635015 $119,768.85 80 0.250 0.016 0.984
4635063 $234,400.00 80 0.250 0.016 0.109
4637254 $302,741.47 79.95 0.250 0.016 0.609
4638313 $239,410.95 90 12 0.250 0.016 1.234
4640262 $349,740.24 35.25 0.250 0.016 0.234
4641614 $229,316.47 90 17 0.250 0.016 0
4641676 $286,807.43 85.16 12 0.250 0.016 0.734
4641919 $331,344.07 80 0.250 0.016 0.859
4643457 $280,275.83 73.95 0.250 0.016 0.984
4643662 $399,731.61 56.74 0.250 0.016 0.734
4644455 $295,750.00 65 0.250 0.016 0.734
4644669 $275,814.80 80 0.250 0.016 0.734
4645249 $304,584.87 80 0.250 0.016 0.484
4645252 $241,929.04 88.99 1 0.250 0.016 0
4645504 $314,777.67 90 0.250 0.016 0.484
4647195 $281,805.93 73.25 0.250 0.016 0.609
4647207 $89,630.99 77.09 0.250 0.016 1.109
4647329 $349,752.98 76.09 0.250 0.016 0.484
4648198 $274,194.48 90 11 0.250 0.016 0.234
4648332 $409,433.82 54.67 0.250 0.016 0.609
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4680536 $293,562.26 71.71 0.250 0.016 0.234
4680548 $326,548.44 87.2 6 0.250 0.016 0.609
4680569 $375,000.00 60 0.250 0.016 0.484
4680570 $233,830.64 90 12 0.250 0.016 0.359
4680923 $249,141.03 94.97 0.250 0.016 0.984
4681555 $99,929.42 58.14 0.250 0.016 0.484
4681923 $151,898.01 78.76 0.250 0.016 0.734
4682125 $57,750.00 75 0.250 0.016 0.859
4682302 $288,000.00 80 0.250 0.016 0.484
4682609 $450,000.00 69.23 0.250 0.016 0.234
4682897 $292,000.00 80 0.250 0.016 0.484
4683071 $291,799.04 76.84 0.250 0.016 0.609
4683137 $299,777.35 61.86 0.250 0.016 0.234
4683467 $144,905.15 77.96 0.250 0.016 0.859
4683872 $283,799.56 80 0.250 0.016 0.484
4684444 $242,655.88 90 6 0.250 0.016 0.484
4684857 $256,314.35 82.21 6 0.250 0.016 0.359
4685334 $405,028.05 77.94 0.250 0.016 0.734
4685629 $127,909.66 75.96 0.250 0.016 0.484
4685741 $171,881.63 80 0.250 0.016 0.609
4686008 $303,768.69 80 0.250 0.016 0.109
4686547 $431,179.77 74.4 0.250 0.016 0.234
4686551 $284,250.00 75 0.250 0.016 0.234
4687149 $363,749.49 80 0.250 0.016 0.609
4687465 $254,824.51 75 0.250 0.016 0.609
6142743 $219,567.69 79.99 0.250 0.016 0.609
6171401 $219,507.12 74.58 0.250 0.016 0.234
6178788 $239,513.66 72.51 0.250 0.016 0.734
6349027 $411,200.45 68.78 0.250 0.016 0.359
6356874 $229,829.68 95 17 0.250 0.016 0.734
6363159 $225,450.49 80 0.250 0.016 0.609
6370181 $631,127.27 80 0.250 0.016 0.609
6407254 $225,006.77 89.99 33 0.250 0.016 0.484
6412475 $299,765.97 77.8 0.250 0.016 0
6414214 $381,351.68 63.83 0.250 0.016 0.484
6416467 $526,494.85 79.4 0.250 0.016 0.484
6434539 $257,004.01 94.98 24 0.250 0.016 0.984
6435172 $224,748.07 79.99 0.250 0.016 0.234
6436337 $229,773.74 95 16 0.250 0.016 0.609
6437326 $345,272.54 80 0.250 0.016 0.609
6439396 $244,769.98 95 6 0.250 0.016 0.734
6444807 $254,145.25 68 0.250 0.016 1.234
6445083 $243,453.36 80 0.250 0.016 0.234
6447778 $299,207.03 73.17 0.250 0.016 0.859
6451731 $293,321.44 80 0.250 0.016 0.484
6453092 $259,488.39 76.47 0.250 0.016 0.234
6453513 $260,511.31 89.9 33 0.250 0.016 0.359
6453824 $226,754.44 94.83 33 0.250 0.016 0.609
6455894 $219,586.90 80 0.250 0.016 1.109
6459611 $409,126.27 65.08 0.250 0.016 0.484
6460280 $404,873.37 79.98 0.250 0.016 0.359
6462002 $263,498.69 75.71 0.250 0.016 0.234
6464542 $310,736.64 73.88 0.250 0.016 0.234
6464792 $342,738.93 90 11 0.250 0.016 0.234
6466374 $458,009.68 79.88 0.250 0.016 0.484
6468043 $315,143.35 80 0.250 0.016 0.734
6468574 $997,220.02 76.92 0.250 0.016 0.609
6470259 $262,337.23 72.43 0.250 0.016 0.609
6471047 $250,697.59 74.12 0.250 0.016 0.359
6471961 $292,106.17 90 17 0.250 0.016 0.734
6477199 $301,388.02 80 0.250 0.016 0.734
6478348 $258,383.56 75 0.250 0.016 0.484
6479278 $252,894.97 80 0.250 0.016 0.609
6480191 $274,196.25 79.94 0.250 0.016 0.359
6480824 $219,759.30 79.89 0.250 0.016 0.734
6483065 $263,614.73 90 17 0.250 0.016 0.734
6485179 $219,542.82 80 0.250 0.016 0.609
6490222 $225,104.12 70 0.250 0.016 0.859
6491032 $223,069.50 75 0.250 0.016 0.984
6491038 $221,173.15 80 0.250 0.016 0.984
6493551 $251,382.36 89.99 11 0.250 0.016 0.859
6497334 $226,528.25 65.23 0.250 0.016 0.609
6497520 $238,045.03 80 0.250 0.016 0.234
6498151 $224,555.46 90 33 0.250 0.016 0.859
6501609 $230,524.17 95 33 0.250 0.016 0.734
6501830 $285,804.81 80 0.250 0.016 0.609
6501938 $304,441.75 78.21 0.250 0.016 1.234
6502373 $221,773.34 80 0.250 0.016 0.609
6503386 $294,602.80 79.95 0.250 0.016 0.734
6504552 $209,574.45 73.01 0.250 0.016 0.734
6505641 $364,229.48 86.84 17 0.250 0.016 0.484
6505707 $118,635.96 69.92 0.250 0.016 0.609
6505876 $238,715.31 80 0.250 0.016 0.734
6506725 $251,278.61 80 0.250 0.016 0.359
6507783 $222,053.39 59.74 0.250 0.016 0.234
6509496 $399,419.16 87.91 33 0.250 0.016 0.359
6509737 $246,968.95 90 11 0.250 0.016 0.484
6513891 $499,343.64 72.99 0.250 0.016 0.859
6514258 $217,207.15 68.5 0.250 0.016 0.734
6516250 $85,217.99 94.89 24 0.250 0.016 0.484
6516411 $239,660.13 75 0.250 0.016 0.484
6517083 $354,443.03 80 0.250 0.016 0.484
6518402 $275,119.55 95 33 0.250 0.016 0.609
6520491 $243,654.45 80 0.250 0.016 0.484
6520620 $360,301.77 61.68 0.250 0.016 0.609
6520749 $165,628.09 66.4 0.250 0.016 0.234
6520770 $380,200.25 90 33 0.250 0.016 0.859
6522608 $332,938.96 80 0.250 0.016 0.484
6525289 $289,427.04 77.33 0.250 0.016 0.859
6525915 $301,083.66 90 17 0.250 0.016 0.609
6526332 $324,562.42 83.33 24 0.250 0.016 0.734
6526960 $116,846.42 69.64 0.250 0.016 0.859
6526980 $454,339.28 70 0.250 0.016 0.359
6526998 $110,854.29 60 0.250 0.016 0.859
6527306 $219,688.44 67.69 0.250 0.016 0.484
6527982 $243,404.83 75 0.250 0.016 0.484
6528494 $117,832.89 25.38 0.250 0.016 0.484
6530795 $274,620.26 64.71 0.250 0.016 0.609
6531451 $334,394.90 68.09 0.250 0.016 0.609
6532718 $53,882.01 26.97 0.250 0.016 0.359
6533503 $338,715.99 95 24 0.250 0.016 0.984
6534488 $133,517.49 70 0.250 0.016 0.859
6535953 $307,529.84 80 0.250 0.016 0.109
6536867 $238,186.91 90 0.250 0.016 0.859
6537994 $274,600.67 78.57 0.250 0.016 0.359
6538051 $318,525.04 55 0.250 0.016 0.234
6538244 $300,371.65 89.98 17 0.250 0.016 0.484
6538504 $417,408.06 44 0.250 0.016 0.484
6539142 $317,102.99 80 0.250 0.016 0
6539507 $217,698.97 80 0.250 0.016 0.609
6539905 $450,392.76 79.82 0.250 0.016 0.734
6540479 $248,251.19 95 6 0.250 0.016 0.859
6542008 $379,422.86 78.35 0.250 0.016 0.359
6542348 $291,055.02 90 24 0.250 0.016 0.109
6544234 $390,959.37 90 6 0.250 0.016 0.609
6544667 $399,419.16 56.2 0.250 0.016 0.359
6545286 $892,668.89 80 0.250 0.016 0.234
6546062 $267,368.41 95 24 0.250 0.016 0.734
6546239 $248,525.04 74.11 0.250 0.016 0.484
6546863 $384,454.78 70 0.250 0.016 0.484
6547507 $416,424.16 69.5 0.250 0.016 0.609
6547684 $754,929.39 70 0.250 0.016 0.484
6547776 $281,258.09 76.22 0.250 0.016 0
6548191 $388,061.45 70 0.250 0.016 0.234
6548402 $371,173.63 79.09 0.250 0.016 0.484
6548472 $996,586.71 39.92 0.250 0.016 0.484
6550415 $326,748.16 80 0.250 0.016 0.609
6550515 $848,734.42 68 0.250 0.016 0.234
6551394 $347,494.66 61.59 0.250 0.016 0.359
6552289 $225,810.67 95 6 0.250 0.016 0.984
6552948 $458,746.09 80 0.250 0.016 0.234
6552958 $459,297.79 57.5 0.250 0.016 0.109
6553065 $238,619.25 95 33 0.250 0.016 0.984
6555268 $249,814.46 51.98 0.250 0.016 0.234
6555410 $339,530.48 36.76 0.250 0.016 0.609
6558884 $267,001.55 70 0.250 0.016 0.234
6560946 $272,613.38 65 0.250 0.016 0.484
6561398 $339,493.76 73.12 0.250 0.016 0.234
6562358 $222,721.82 89.92 0.250 0.016 1.109
6564392 $496,238.28 54.05 0.250 0.016 0.234
6564749 $249,654.12 76.77 0.250 0.016 0.609
6568528 $311,546.93 80 0.250 0.016 0.359
6568606 $239,642.67 80 0.250 0.016 0.234
6582253 $269,804.59 67.5 0.250 0.016 0.359
</TABLE>
<PAGE>
EXHIBIT F-2A
[Schedule of Pool 2 Mortgage Loans Serviced by Norwest Mortgage in Frederick,
Maryland]
NASCOR
NMI / 1998-04A Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4578870 CENTRAL POINT OR 97502 SFD 7.5 6.75 $3,363.23 360 1-Jan-28
4587367 SCOTTSDALE AZ 85262 SFD 7.5 6.75 $2,097.65 360 1-Jan-28
4598570 PHOENIX AZ 85022 SFD 7.75 6.75 $1,640.23 360 1-Jan-28
4603714 KIRKLAND WA 98033 LCO 7.375 6.75 $3,971.39 360 1-Jan-28
4610029 NORTH MIAMI BEACH FL 33179 SFD 8.625 6.75 $1,858.92 360 1-Feb-27
4610523 ROCHESTER NY 14607 MF2 7.875 6.75 $1,305.13 360 1-Aug-27
4611660 FAIRFIELD CT 6430 SFD 7.75 6.75 $2,659.33 360 1-Jan-28
4618248 STATEN ISLAND NY 10314 SFD 8.125 6.75 $1,878.52 360 1-Jan-28
4620685 GOLDEN CO 80401 SFD 7.75 6.75 $1,694.32 360 1-Jan-28
4624277 SAN FRANCISCO CA 94114 LCO 7.75 6.75 $1,834.02 360 1-Jan-28
4626780 SALEM NH 3079 SFD 7.5 6.75 $2,230.50 360 1-Dec-27
4627232 MORRIS TOWNSHIP NJ 7960 SFD 7.875 6.75 $2,365.18 360 1-Dec-27
4628335 MAHWAH NJ 7430 LCO 8.125 6.75 $635.58 360 1-Jan-28
4630311 RICHMOND VA 23220 SFD 8 6.75 $2,854.35 360 1-Jan-28
4631652 WOOSTER OH 44691 SFD 7.625 6.75 $1,694.46 360 1-Jan-28
4631666 MELVILLE NY 11747 SFD 8.375 6.75 $2,907.28 360 1-Dec-27
4636240 BROOKLYN NY 11217 THS 8 6.75 $2,476.46 360 1-Jan-28
4640223 VALRICO FL 33594 SFD 7.625 6.75 $1,898.95 240 1-Jan-18
4642748 EUGENE OR 97405 SFD 8 6.75 $1,761.04 360 1-Jan-28
4643228 RARITAN TOWNSHIP NJ 8822 PUD 8.125 6.75 $749.93 360 1-Dec-27
4644529 SAVAGE MN 55378 SFD 7.75 6.75 $1,642.02 360 1-Jan-28
4646388 LEAWOOD KS 66224 SFD 7.625 6.75 $1,695.17 360 1-Jan-28
4646752 PRESTON ID 83263 SFD 8.375 6.75 $2,971.89 360 1-Dec-27
4648012 HILTON HEAD ISL SC 29926 SFD 8.375 6.75 $6,916.66 360 1-Dec-27
4648317 KAYSVILLE UT 84037 SFD 7.75 6.75 $2,325.48 360 1-Jan-28
4649597 PASADENA CA 91104 SFD 7.5 6.75 $1,594.21 360 1-Sep-27
4649598 SACRAMENTO CA 95818 SFD 7.875 6.75 $1,993.94 360 1-Jan-28
4652213 PARK CITY UT 84060 LCO 8 6.75 $3,052.46 360 1-Oct-27
4652267 UNION NJ 7083 SFD 8.5 6.75 $979.60 360 1-Nov-27
4652422 SAINT HELENA CA 94574 SFD 7.25 6.75 $3,915.70 360 1-Jan-28
4652907 LAKE CHARLES LA 70605 SFD 7.875 6.75 $1,980.53 360 1-Jan-28
4653592 SPARTA NJ 7871 SFD 7.75 6.75 $1,217.91 360 1-Oct-27
4653890 CULVER CITY CA 90232 SFD 8 6.75 $1,761.03 360 1-Nov-27
4654425 PARK CITY UT 84098 SFD 7.375 6.75 $3,190.92 360 1-Dec-27
4654534 SANGER TX 76266 SFD 7.75 6.75 $2,005.96 360 1-Sep-27
4654547 HASTINGS ON HUDSON NY 10706 SFD 7.75 6.75 $3,324.16 360 1-Sep-27
4655115 MENDHAM BOROUGH NJ 7945 SFD 7.125 6.75 $1,616.93 360 1-Jan-28
4655744 LOS ANGELES CA 90049 SFD 7.625 6.75 $2,689.62 360 1-Dec-27
4655922 PONTE VEDRA BEACH FL 32082 SFD 7.625 6.75 $2,555.14 360 1-Jan-28
4655930 ENCINO CA 91316 SFD 7.55 6.75 $3,934.24 360 1-Sep-27
4655941 BEVERLY HILLS CA 90210 SFD 7.75 6.75 $6,644.73 360 1-Sep-27
4656038 LOS ALAMOS NM 87544 SFD 7.625 6.75 $1,780.11 360 1-Jan-28
4656340 MILL VALLEY CA 94941 SFD 7.7 6.75 $2,281.48 360 1-Sep-27
4656448 VERNON HILLS IL 60001 SFD 7.875 6.75 $1,812.68 360 1-Dec-27
4656515 BELMONT CA 94002 SFD 7.7 6.75 $3,208.33 360 1-Sep-27
4656516 ANAHEIM CA 92807 SFD 7.45 6.75 $3,562.47 360 1-Sep-27
4656522 GILROY CA 95020 SFD 7.65 6.75 $1,773.79 360 1-Sep-27
4656524 SAN JOSE CA 95140 SFD 7.9 6.75 $3,046.77 360 1-Sep-27
4656550 LA CANADA FLINTRIDGE CA 91011 SFD 7.95 6.75 $5,769.23 360 1-Sep-27
4656704 TARRYTOWN NY 10591 SFD 7.5 6.75 $2,481.52 360 1-Jan-28
4656748 LOS ALAMITOS CA 90720 SFD 7.3 6.75 $1,645.38 360 1-Sep-27
4657138 BOCA RATON FL 33487 SFD 8.05 6.75 $779.28 360 1-Sep-27
4657147 SHERMAN OAKS CA 91423 SFD 7.55 6.75 $1,939.30 360 1-Sep-27
4657376 ORANGE CA 92867 SFD 8.125 6.75 $2,782.88 360 1-Dec-27
4657379 NEWPORT BEACH CA 92660 SFD 7.95 6.75 $2,921.13 360 1-Sep-27
4657389 RANCHO PALOS VERDES CA 90275 SFD 7.15 6.75 $2,026.23 360 1-Sep-27
4657419 FOSTER CITY CA 94404 SFD 7.9 6.75 $2,849.08 360 1-Sep-27
4657434 NAPLES FL 34102 SFD 7.9 6.75 $436.09 360 1-Sep-27
4657449 FOUNTAIN VALLEY CA 92708 LCO 7.95 6.75 $424.30 360 1-Sep-27
4657707 SAG HARBOR NY 11963 SFD 8.25 6.75 $841.42 360 1-Jan-28
4658457 PALM BEACH GARDENS FL 33418 SFD 7.375 6.75 $2,072.03 360 1-Nov-27
4658726 SMITHTOWN NY 11787 SFD 7.75 6.75 $957.13 360 1-Dec-27
4658889 SUWANEE GA 30024 SFD 7.5 6.75 $2,311.95 360 1-Dec-27
4658895 SAN JOSE CA 95120 SFD 7.9 6.75 $2,071.40 360 1-Sep-27
4658930 WILMINGTON NC 28402 MF2 7.5 6.75 $2,097.65 360 1-Jan-28
4659018 SCOTTSDALE AZ 85258 SFD 7.875 6.75 $1,711.16 360 1-Nov-27
4659105 TEMPE AZ 85284 SFD 7.875 6.75 $2,690.01 360 1-Dec-27
4659134 WESTFIELD NJ 7090 SFD 7.5 6.75 $1,608.20 360 1-Jan-28
4659320 BRANCHBURG TOWNSHIP NJ 8853 SFD 7.75 6.75 $1,863.39 360 1-Nov-27
4659382 FORTLAND OR 97212 SFD 8.05 6.75 $1,091.88 360 1-Oct-27
4659487 MOORESBURG TN 37811 SFD 7.25 6.75 $2,346.69 360 1-Dec-27
4659511 PLEASANTON CA 94588 THS 7.125 6.75 $991.18 360 1-Nov-27
4659640 SCOTCH PLAINS TOWNSHINJ 7076 SFD 7.625 6.75 $1,942.90 360 1-Dec-27
4660129 LONGMEADOW MA 1106 SFD 8.125 6.75 $623.70 360 1-Dec-27
4660256 POWAY CA 92064 SFD 8 6.75 $3,786.23 360 1-Sep-27
4660386 ARCADIA CA 91007 SFD 8.1 6.75 $740.75 360 1-Sep-27
4660566 IRVINE CA 92620 SFD 7.375 6.75 $1,840.65 360 1-Dec-27
4660659 MIAMI FL 33176 SFD 7.65 6.75 $730.80 360 1-Sep-27
4660910 SAN JOSE CA 95134 LCO 7.5 6.75 $1,734.06 360 1-Dec-27
4660936 SMITHTOWN NY 11787 SFD 7.95 6.75 $771.91 360 1-Sep-27
4660945 ROLLING HILLS CA 90274 SFD 7.55 6.75 $3,488.62 360 1-Sep-27
4661045 FAIRFAX VA 22033 PUD 8.25 6.75 $751.27 360 1-Nov-27
4661184 NAPLES FL 34110 LCO 8.05 6.75 $735.05 360 1-Sep-27
4661806 STATEN ISLAND NY 10314 SFD 7.625 6.75 $1,344.81 360 1-Dec-27
4662160 HAMPTON NH 3842 SFD 7.875 6.75 $2,185.36 360 1-Dec-27
4662405 LAWRENCE KS 66049 SFD 7.75 6.75 $1,898.50 360 1-Dec-27
4662452 BOWLING GREEN KY 42103 SFD 7.75 6.75 $1,948.65 360 1-Jan-28
4662509 CORDOVA TN 38018 SFD 7.625 6.75 $2,831.17 360 1-Nov-27
4662562 DURANGO CO 81301 SFD 7.75 6.75 $2,149.24 360 1-Dec-27
4662673 SEATTLE WA 98105 SFD 7.875 6.75 $2,102.70 360 1-Dec-27
4662744 ST. LOUIS MO 63105 SFD 7.5 6.75 $1,608.20 360 1-Jan-28
4662862 SCITUATE MA 2066 SFD 7.5 6.75 $1,835.44 360 1-Jan-28
4663005 PISCATAWAY NJ 8854 SFD 7.875 6.75 $1,884.10 360 1-Jan-28
4663307 WESTFIELD NJ 7090 SFD 7.875 6.75 $1,921.44 360 1-Jan-28
4663362 BRIDGEWATER NJ 8807 SFD 7.5 6.75 $1,762.03 360 1-Jan-28
4663661 SCARSDALE NY 10583 SFD 7.625 6.75 $2,919.65 360 1-Jan-28
4663716 GREENWICH CT 6831 SFD 7.5 6.75 $2,587.10 360 1-Jan-28
4663730 EAST HAMPTON NY 11937 SFD 8.25 6.75 $2,298.88 360 1-Jan-28
4663866 GLEN MILLS PA 19342 SFD 7.125 6.75 $2,909.12 360 1-Jan-28
4664089 GALLATIN TN 37066 SFD 7.75 6.75 $1,661.36 360 1-Dec-27
4664469 BRADENTON FL 34202 SFD 8.25 6.75 $921.81 360 1-Dec-27
4664486 WATCHUNG NJ 7060 SFD 7.75 6.75 $1,934.32 360 1-Dec-27
4664659 MISSION HILLS KS 66208 SFD 6.875 6.609 $1,997.07 360 1-Dec-27
4664805 SHREWSBURY MA 1545 SFD 7.75 6.75 $2,062.55 360 1-Dec-27
4664888 WASHINGTON TOWNSHIP NJ 7840 SFD 7.875 6.75 $1,629.24 360 1-Dec-27
4665003 SCOTTSDALE AZ 85259 SFD 7.875 6.75 $3,425.96 360 1-Dec-27
4665079 AVON NC 27915 SFD 8.25 6.75 $2,332.69 360 1-Dec-27
4665137 HALLANDALE FL 33008 LCO 8 6.75 $545.93 360 1-Dec-27
4665370 SUDBURY MA 1776 SFD 7.125 6.75 $3,368.60 360 1-Jan-28
4665476 WALLINGFORD CT 6492 SFD 7.875 6.75 $1,392.14 360 1-Dec-27
4665629 NEW YORK NY 10040 HCO 8.25 6.75 $473.30 360 1-Jan-28
4665852 CHICAGO IL 60612 LCO 7.75 6.75 $510.45 360 1-Nov-27
4665974 LAGUNA NIGUEL CA 92677 SFD 7.625 6.75 $1,640.67 360 1-Jan-28
4665992 SANDIA PARK NM 87047 SFD 7.875 6.75 $1,703.19 360 1-Nov-27
4665997 LAGUNA NIGUEL CA 92677 SFD 7.5 6.75 $2,132.61 360 1-Dec-27
4666134 BEDFORD NH 3110 SFD 7.875 6.75 $1,931.59 360 1-Jan-28
4666196 BERNARDS TWP. NJ 7920 SFD 7.75 6.75 $1,969.78 360 1-Dec-27
4666331 JACKSONVILLE FL 32259 SFD 7.875 6.75 $1,915.64 360 1-Dec-27
4666350 BELLINGHAM WA 98225 SFD 7.25 6.75 $2,974.29 360 1-Jan-28
4666447 LAS VEGAS NV 89129 PUD 7.875 6.75 $3,117.80 360 1-Jan-28
4666523 EL DORADO HILLS CA 95762 SFD 8.125 6.75 $1,856.24 360 1-Dec-27
4666554 ASPEN CO 81611 SFD 7.625 6.75 $4,954.56 360 1-Jan-28
4666559 CARMEL VALLEY CA 93924 SFD 7.375 6.75 $2,028.17 360 1-Jan-28
4666710 DIX HILLS NY 11746 SFD 7.625 6.75 $1,518.93 360 1-Jan-28
4667171 AURORA CO 80015 SFD 7.625 6.75 $1,675.35 360 1-Dec-27
4667472 EAST NORWICH NY 11732 SFD 7.625 6.75 $2,774.55 360 1-Jan-28
4667782 OLYMPIA WA 98156 SFD 7.625 6.75 $1,663.32 360 1-Dec-27
4667821 HOLLYWOOD FL 33019 SFD 7.875 6.75 $1,053.16 360 1-Nov-27
4667896 DUVALL WA 98019 SFD 7.25 6.75 $1,580.94 360 1-Nov-27
4668078 SAN JOSE CA 95138 SFD 7.625 6.75 $2,436.23 360 1-Dec-27
4668223 GREENWICH CT 6831 SFD 7.25 6.75 $3,932.75 360 1-Jan-28
4668274 PALM BEACH FL 33480 SFD 7.75 6.75 $2,471.63 360 1-Jan-28
4668601 WESTFORD MA 1886 SFD 7.75 6.75 $2,192.23 360 1-Jan-28
4668731 PROVO UT 84604 SFD 7.625 6.75 $1,925.20 360 1-Dec-27
4668749 GLEN ROCK NJ 7452 SFD 7.625 6.75 $1,642.09 360 1-Jan-28
4668754 SHOREWOOD MN 55331 SFD 7.625 6.75 $2,268.48 360 1-Dec-27
4668854 HAYDEN LAKE ID 83835 SFD 7.5 6.75 $2,097.64 360 1-Dec-27
4668888 SEA ISLE CITY NJ 8243 SFD 7.875 6.75 $2,668.26 360 1-Jan-28
4668952 ALAMEDA CA 94502 PUD 7.75 6.75 $2,417.90 360 1-Dec-27
4669009 CINCINNATI OH 45208 SFD 7.375 6.75 $2,831.77 360 1-Jan-28
4669102 DULUTH GA 30097 SFD 7.625 6.75 $1,656.24 360 1-Oct-27
4669163 READING MA 1867 SFD 7.625 6.75 $2,349.88 360 1-Jan-28
4669164 SUMMIT CITY NJ 7901 SFD 7 6.734 $1,995.91 360 1-Dec-27
4669173 KETCHUM ID 83340 SFD 7.25 6.75 $2,304.40 360 1-Jan-28
4669248 FREMONT CA 94539 SFD 7.875 6.75 $1,827.18 360 1-Jan-28
4669259 CINCINNATI OH 45243 SFD 7.875 6.75 $3,398.76 360 1-Dec-27
4669276 BELMONT MI 49306 SFD 7.875 6.75 $1,696.66 360 1-Dec-27
4669328 SANTA CRUZ CA 95060 SFD 7.5 6.75 $2,321.39 360 1-Dec-27
4669329 WAYNE NJ 7470 SFD 7.5 6.75 $1,608.19 360 1-Dec-27
4669423 PLANO TX 75093 SFD 7.375 6.75 $2,068.92 360 1-Dec-27
4669565 LONG BEACH CA 90803 SFD 7.625 6.75 $2,123.39 360 1-Dec-27
4669685 LUTHERVILLE MD 21093 SFD 6.875 6.609 $2,253.27 360 1-Jan-28
4669755 FULLERTON CA 92831 SFD 8 6.75 $3,316.62 360 1-Nov-27
4669783 HINGHAM MA 2043 SFD 7.25 6.75 $1,875.98 360 1-Dec-27
4669824 YORBA LINDA CA 92887 SFD 7.5 6.75 $1,848.73 360 1-Jan-28
4669900 REDONDO BEACH CA 90278 LCO 7.625 6.75 $1,783.64 360 1-Dec-27
4669964 IRVINE CA 92620 SFD 7.75 6.75 $1,690.73 360 1-Dec-27
4670061 SALT LAKE CITY UT 84117 SFD 7.75 6.75 $1,862.68 360 1-Jan-28
4670107 ARLINGTON TX 76016 SFD 7.75 6.75 $1,788.16 360 1-Jan-28
4670486 SAN JOSE CA 95129 SFD 8 6.75 $2,311.36 360 1-Dec-27
4670658 CHAPPAQUA NY 10514 SFD 7.625 6.75 $2,123.39 360 1-Dec-27
4670737 ACWORTH GA 30101 SFD 7.625 6.75 $3,043.51 360 1-Nov-27
4670784 WASHINGTON DC 20015 SFD 7.625 6.75 $1,636.42 360 1-Dec-27
4671172 ANAHEIM CA 92807 SFD 7.75 6.75 $1,753.78 360 1-Jan-28
4671425 ATHENS AL 35611 SFD 7.5 6.75 $1,671.13 360 1-Dec-27
4671596 COLLEYVILLE TX 76034 SFD 8 6.75 $2,202.03 360 1-Jan-28
4671669 MONSEY NY 10952 SFD 7.625 6.75 $1,061.70 360 1-Jan-28
4671674 LAUREL NY 11948 SFD 7.875 6.75 $2,001.20 360 1-Jan-28
4671965 FREMONT CA 94539 SFD 7.875 6.75 $3,045.29 360 1-Dec-27
4671987 SAN JOSE CA 95123 SFD 7.875 6.75 $1,774.97 360 1-Dec-27
4672305 HONOLULU HI 96816 SFD 7.125 6.75 $2,694.87 360 1-Dec-27
4672527 NEW YORK NY 10023 HCO 8 6.75 $2,685.58 360 1-Jan-28
4672711 FREMONT CA 94536 SFD 7.875 6.75 $1,658.23 360 1-Nov-27
4672801 BOUNTIFUL UT 84010 SFD 8 6.75 $2,718.60 360 1-Dec-27
4672927 BELLE MEAD NJ 8502 SFD 7.875 6.75 $1,840.23 360 1-Dec-27
4672934 SOUTHAMPTON NY 11968 SFD 8.25 6.75 $1,051.78 360 1-Jan-28
4673025 AGOURA HILLS CA 91301 SFD 7.375 6.75 $1,574.74 360 1-Jan-28
4673090 BOTHELL WA 98012 SFD 7.5 6.75 $2,908.74 360 1-Jan-28
4673129 MEDFORD OR 97501 SFD 7.875 6.75 $690.27 360 1-Dec-27
4673305 JACKSON HEIGHTS NY 11372 SFD 8.25 6.75 $1,352.28 360 1-Dec-27
4673320 GOLETA CA 93117 SFD 7.625 6.75 $2,061.10 360 1-Jan-28
4673376 LOS ANGELES CA 90034 SFD 7.625 6.75 $2,221.06 360 1-Jan-28
4673632 BURMINGHAM AL 35242 SFD 7.625 6.75 $4,305.16 360 1-Dec-27
4673726 AURORA IL 60504 SFD 7.625 6.75 $1,769.49 360 1-Jan-28
4673824 WEST WINDSOR NJ 8512 SFD 7.875 6.75 $1,885.18 360 1-Jan-28
4674210 POTOMAC MD 20854 SFD 7.375 6.75 $2,039.91 360 1-Jan-28
4674291 NEW YORK NY 10019 HCO 8 6.75 $1,082.31 360 1-Jan-28
4674546 COMMERCE MI 48382 SFD 7.625 6.75 $2,372.56 360 1-Jan-28
4674635 GRASS VALLEY CA 95949 SFD 7.875 6.75 $1,740.17 360 1-Jan-28
4675370 TAMPA FL 33609 SFD 7.5 6.75 $2,272.45 360 1-Dec-27
4675616 LOS ANGELES CA 90049 SFD 7.75 6.75 $6,648.31 360 1-Jan-28
4675866 ODESSA FL 33556 SFD 7.125 6.75 $1,589.98 360 1-Dec-27
4675931 LONGMONT CO 80501 SFD 7.375 6.75 $2,463.06 300 1-Jan-23
4675979 POTOMAC MD 20854 SFD 7.5 6.75 $2,572.42 360 1-Jan-28
4676035 ENCINITAS CA 92024 SFD 7.5 6.75 $2,181.55 360 1-Dec-27
4676247 SALT LAKE CITY UT 84121 SFD 7.625 6.75 $2,314.49 360 1-Jan-28
4676395 CINCINNATI OH 45243 SFD 7.625 6.75 $2,087.99 360 1-Dec-27
4676678 SAN JOSE CA 95126 SFD 7.875 6.75 $2,247.72 360 1-Nov-27
4676841 LAWRENCE KS 66047 SFD 7.375 6.75 $1,569.56 360 1-Jan-28
4676878 SAN DIEGO CA 92131 SFD 7.5 6.75 $1,643.15 360 1-Jan-28
4676881 TAMPA FL 33629 SFD 7.75 6.75 $2,091.93 360 1-Jan-28
4677014 VENICE CA 90291 SFD 7.5 6.75 $1,769.02 360 1-Jan-28
4677018 HUNTINGTON BEACH CA 92648 SFD 7.375 6.75 $2,657.38 360 1-Jan-28
4677092 PLEASANTON CA 94588 PUD 7.625 6.75 $1,688.09 360 1-Nov-27
4677389 SHOREVIEW MN 55126 SFD 7.5 6.75 $1,817.96 360 1-Jan-28
4677400 DUXBURG MA 2332 SFD 8.125 6.75 $2,465.09 360 1-Dec-27
4677640 WELLESLEY MA 2181 SFD 7.875 6.75 $2,175.21 360 1-Dec-27
4677898 MINNEAPOLIS MN 55403 LCO 7.625 6.75 $2,242.29 360 1-Jan-28
4677948 GLENDALE AZ 85310 SFD 7.875 6.75 $1,223.92 360 1-Nov-27
4677952 NEWTOWN SQUARE PA 19073 SFD 8 6.75 $1,777.54 360 1-Dec-27
4677983 LEESBURG VA 20175 SFD 7.375 6.75 $1,616.88 360 1-Jan-28
4678253 TORRANCE CA 90505 SFD 7.625 6.75 $1,712.87 360 1-Jan-28
4678258 LOS ANGELES CA 90049 SFD 7.625 6.75 $2,335.72 360 1-Jan-28
4678315 SAN RAFAEL CA 94901 SFD 7.5 6.75 $1,817.96 360 1-Nov-27
4678554 LAGUNA BEACH CA 92651 SFD 7.625 6.75 $2,395.88 360 1-Dec-27
4678569 CROWNSVILLE MD 21032 SFD 7.875 6.75 $3,290.01 360 1-Jan-28
4678636 SOMERS NY 10589 SFD 7.375 6.75 $1,036.01 360 1-Jan-28
4678774 SCARSDALE NY 10583 SFD 7.875 6.75 $1,885.19 360 1-Jan-28
4678794 BETHESDA MD 20817 SFD 7.875 6.75 $3,444.08 360 1-Nov-27
4678811 LUTHERVILLE MD 21093 SFD 7.75 6.75 $2,516.04 360 1-Dec-27
4678818 LAKEWOOD CO 80227 SFD 7.75 6.75 $508.65 360 1-Nov-27
4678912 PALO ALTO CA 94306 SFD 8.25 6.75 $2,479.18 360 1-Jan-28
4679164 ORANGE CA 92869 SFD 8 6.75 $2,011.95 360 1-Jan-28
4679175 LIVERMORE CA 94550 SFD 7.5 6.75 $1,650.15 360 1-Jan-28
4679187 LANTANA FL 33462 SFD 8.25 6.75 $2,565.58 360 1-Dec-27
4679225 EUGENE OR 97408 SFD 7.75 6.75 $2,189.36 360 1-Dec-27
4679289 LARCHMONT NY 10538 SFD 7.75 6.75 $2,425.06 360 1-Jan-28
4679296 HUDSON CO 80642 SFD 7.5 6.75 $1,748.04 360 1-Jan-28
4679331 PALM SPRINGS CA 92264 SFD 7.75 6.75 $2,507.45 360 1-Jan-28
4679359 MEDINA WA 98039 SFD 7.5 6.75 $2,007.79 360 1-Dec-27
4679380 TROY MI 48098 SFD 7.875 6.75 $1,798.18 360 1-Dec-27
4679459 BIRMINGHAM AL 35244 SFD 7.5 6.75 $1,873.90 360 1-Dec-27
4679535 REDONDO BEACH CA 90278 LCO 7.875 6.75 $2,265.12 360 1-Jan-28
4679621 SANTA CLARA CA 95050 SFD 7.5 6.75 $1,678.11 360 1-Nov-27
4679626 CORAL GABLES FL 33143 SFD 7.625 6.75 $3,397.41 360 1-Jan-28
4679631 NORTHRIDGE CA 91326 SFD 8.125 6.75 $2,034.44 360 1-Nov-27
4679672 HOUSTON TX 77024 SFD 7.5 6.75 $1,946.62 360 1-Jan-28
4679681 BELLAIRE TX 77401 SFD 7.625 6.75 $3,085.99 360 1-Jan-28
4679694 BRIGANTINE NJ 8203 SFD 7.75 6.75 $1,002.98 360 1-Jan-28
4679710 LAUREL MD 20724 SFD 7.25 6.75 $1,587.77 360 1-Dec-27
4679743 SOUTH SALEM NY 10590 SFD 7.875 6.75 $1,758.30 360 1-Jan-28
4679745 FAIRFIELD CT 6490 SFD 8 6.75 $6,558.03 360 1-Jan-28
4679769 WELLS ME 4090 SFD 7.875 6.75 $2,827.78 360 1-Jan-28
4679801 BOWIE MD 20721 SFD 7.875 6.75 $2,030.20 360 1-Jan-28
4679832 SAN DIEGO CA 92117 SFD 7.75 6.75 $1,676.41 360 1-Jan-28
4679977 OCEAN CITY NJ 8226 LCO 8 6.75 $1,995.84 360 1-Dec-27
4680007 EL PASO TX 79932 SFD 7.375 6.75 $2,896.01 360 1-Jan-28
4680068 MARTINEZ CA 94553 SFD 8.25 6.75 $1,721.15 360 1-Nov-27
4680078 NEWPORT COAST CA 92657 PUD 7.75 6.75 $3,037.59 360 1-Dec-27
4680378 BIRMINGHAM AL 35216 SFD 7.875 6.75 $2,349.22 360 1-Dec-27
4680391 REDMOND WA 98053 SFD 7.5 6.75 $1,678.11 360 1-Dec-27
4680582 SEATTLE WA 98105 SFD 7 6.734 $1,995.91 360 1-Jan-28
4680695 WILMINGTON NC 28409 SFD 7.75 6.75 $1,479.40 360 1-Jan-28
4680828 ARLINGTON VA 22201 HCO 7.25 6.75 $447.51 360 1-Dec-27
4680924 CARLSBAD CA 92008 SFD 7.5 6.75 $2,160.57 360 1-Jan-28
4680947 SAG HARBOR NY 11963 SFD 8.25 6.75 $1,126.90 360 1-Jan-28
4680995 EL PASO TX 79912 SFD 7.875 6.75 $1,722.04 360 1-Jan-28
4681042 WOODSIDE CA 94062 SFD 7.875 6.75 $6,888.16 360 1-Jan-28
4681109 MOORPARK CA 93021 SFD 7.75 6.75 $1,524.53 360 1-Jan-28
4681118 REDWOOD CITY CA 94065 PUD 7.625 6.75 $2,774.56 360 1-Jan-28
4681215 LAKE FOREST PARK WA 98155 SFD 7.375 6.75 $1,740.51 360 1-Jan-28
4681520 TOMONIUM MD 21093 SFD 7.625 6.75 $2,182.84 360 1-Jan-28
4681628 ALAMO CA 94507 SFD 7.75 6.75 $2,349.83 360 1-Dec-27
4681705 LAFAYETTE LA 70503 SFD 7.125 6.75 $1,958.62 240 1-Jan-18
4681760 AMMANO ISLAND WA 98292 SFD 7.875 6.75 $1,703.91 360 1-Dec-27
4681774 SCOTTSDALE AZ 85255 SFD 7.875 6.75 $1,792.37 360 1-Dec-27
4681776 LOS ANGELES CA 90064 SFD 7.75 6.75 $2,567.63 360 1-Jan-28
4681814 PORTAGE MI 49024 SFD 7.75 6.75 $2,558.67 360 1-Jan-28
4682086 SAN JOSE CA 95135 SFD 7.25 6.75 $1,826.87 360 1-Jan-28
4682157 LAFAYETTE CA 94549 SFD 7.75 6.75 $2,256.70 360 1-Dec-27
4682176 HUNTSVILLE TX 77340 SFD 7.625 6.75 $2,123.38 360 1-Dec-27
4682288 UNION CITY CA 94587 SFD 8 6.75 $1,827.08 360 1-Jan-28
4682419 SANTA CRUZ CA 95065 SFD 7.625 6.75 $2,006.60 360 1-Jan-28
4682440 PALO ALTO CA 94303 SFD 8.125 6.75 $3,474.89 360 1-Jan-28
4682494 COPPELL TX 75019 SFD 7.375 6.75 $1,676.27 360 1-Dec-27
4682495 EVERETT WA 98203 SFD 7.75 6.75 $1,663.51 360 1-Jan-28
4682722 BASKING RIDGE NJ 7920 SFD 7.5 6.75 $2,272.45 360 1-Oct-27
4682756 DALLAS TX 75206 SFD 8 6.75 $1,929.81 360 1-Jan-28
4682812 STOCKTON CA 95209 SFD 7.75 6.75 $1,791.03 360 1-Jan-28
4682839 BELLAIRE TX 77401 SFD 7.375 6.75 $1,812.33 360 1-Jan-28
4682989 HOMEWOOD CA 96141 LCO 7.875 6.75 $3,306.32 360 1-Jan-28
4683063 SUNDANCE UT 84604 SFD 7.875 6.75 $1,334.13 360 1-Dec-27
4683069 PORT ORCHARD WA 98367 SFD 7.625 6.75 $2,123.39 360 1-Jan-28
4683291 MESA AZ 85215 SFD 7.5 6.75 $2,377.33 360 1-Dec-27
4683384 WAXAHACHIE TX 75165 SFD 7.625 6.75 $1,862.21 360 1-Jan-28
4683427 SCOTTSDALE AZ 85254 SFD 7.875 6.75 $2,545.00 360 1-Jan-28
4683634 SANDY UT 84093 SFD 7.875 6.75 $1,587.90 360 1-Jan-28
4683860 SAN JOSE CA 95136 SFD 8 6.75 $1,878.44 360 1-Jan-28
4683961 MARATHON FL 33050 SFD 8.375 6.75 $1,162.92 360 1-Jan-28
4684076 PALO ALTO CA 94306 LCO 7.75 6.75 $2,011.69 360 1-Jan-28
4684107 BELLE MEAD NJ 8502 SFD 7.75 6.75 $1,826.86 360 1-Jan-28
4684108 BOUNTIFUL UT 84010 SFD 7.75 6.75 $2,493.11 360 1-Dec-27
4684109 EDMONDS WA 98020 LCO 7.25 6.75 $1,814.59 360 1-Jan-28
4684126 THOUSAND OAKS CA 91362 LCO 8.25 6.75 $2,126.84 360 1-Jan-28
4684239 EAST HILLS NY 11576 SFD 7.75 6.75 $2,865.65 360 1-Jan-28
4684286 HOMESTEAD FL 33031 SFD 8.375 6.75 $1,504.95 360 1-Jan-28
4684456 LAKESIDE CA 92040 SFD 7.75 6.75 $1,710.43 360 1-Dec-27
4684467 CAPE CORAL FL 33914 SFD 8 6.75 $1,152.02 360 1-Jan-28
4684540 SCOTTSDALE AZ 85262 PUD 7.875 6.75 $4,251.81 360 1-Jan-28
4684653 NATICK MA 1760 SFD 7.875 6.75 $2,069.35 360 1-Jan-28
4684899 ENGLEWOOD CO 80111 SFD 8.25 6.75 $1,998.37 360 1-Jan-28
4684904 MARCO ISLAND FL 34145 SFD 7.875 6.75 $2,900.28 360 1-Jan-28
4684925 ALPHARETTA GA 30022 SFD 7.75 6.75 $1,902.08 360 1-Jan-28
4685064 OJAI CA 93023 SFD 7.875 6.75 $1,914.19 360 1-Jan-28
4685116 DENVER CO 80209 SFD 7.5 6.75 $2,740.92 360 1-Dec-27
4685176 ARCADIA CA 91006 SFD 8.125 6.75 $2,821.49 360 1-Jan-28
4685249 MIAMI FL 33173 LCO 7.75 6.75 $475.70 360 1-Jan-28
4685563 NEWPORT BEACH CA 92660 PUD 7.625 6.75 $2,972.74 360 1-Jan-28
4685761 SILVER SPRING MD 20902 SFD 8 6.75 $763.12 360 1-Jan-28
4685834 SAN FRANCISCO CA 94122 SFD 7.25 6.75 $1,951.02 360 1-Jan-28
4685907 SAN RAMON CA 94583 LCO 7.5 6.75 $1,854.32 360 1-Jan-28
4685948 MERCER ISLAND WA 98040 SFD 7.75 6.75 $4,186.71 360 1-Jan-28
4685978 MAPLETON IL 61547 SFD 7.625 6.75 $1,585.46 360 1-Dec-27
4686041 ARNOLD MD 21012 SFD 7.875 6.75 $2,018.60 360 1-Dec-27
4686118 EUGENE OR 97408 SFD 7.625 6.75 $2,123.38 360 1-Jan-28
4686147 COLLEYVILLE TX 76034 SFD 7.625 6.75 $2,548.06 360 1-Jan-28
4686244 TARPON SPRINGS FL 34689 SFD 7.5 6.75 $2,265.46 360 1-Jan-28
4686308 CERRITOS CA 90703 SFD 7.75 6.75 $2,758.19 360 1-Jan-28
4686437 CORTE MADERA CA 94925 SFD 7.75 6.75 $2,192.23 360 1-Jan-28
4686485 JACKSON MS 39211 SFD 7.5 6.75 $1,913.05 360 1-Jan-28
4686657 WEST HOLLYWOOD CA 90069 HCO 7.75 6.75 $2,865.65 360 1-Jan-28
4686765 LOS ANGELES CA 90025 LCO 8 6.75 $1,761.04 360 1-Jan-28
4686881 HUNTINGTON BEACH CA 92648 SFD 7 6.734 $1,773.04 360 1-Jan-28
4686922 SANTA CRUZ CA 95062 SFD 8 6.75 $2,678.25 360 1-Jan-28
4686950 ANN ARBOR MI 48105 SFD 8 6.75 $1,747.09 360 1-Jan-28
4687049 SAN JOSE CA 95135 SFD 7.375 6.75 $1,786.09 360 1-Jan-28
4687270 CROPWELL AL 35054 SFD 7.5 6.75 $1,748.04 360 1-Jan-28
4687285 FAYETTEVILLE GA 30215 SFD 7.75 6.75 $1,892.41 360 1-Jan-28
4687473 SAN DIEGO CA 92107 SFD 7.875 6.75 $2,356.48 360 1-Dec-27
4687826 LAFAYETTE CO 80026 SFD 7.375 6.75 $2,419.09 360 1-Jan-28
4688162 POULSBO WA 98370 SFD 7.5 6.75 $384.57 360 1-Jan-28
4688542 OVERLAND PARK KS 66223 SFD 7.5 6.75 $1,704.34 360 1-Jan-28
4688688 ENCINITAS CA 92024 SFD 7.75 6.75 $2,693.72 360 1-Jan-28
4688718 KATY TX 77493 SFD 7.875 6.75 $1,911.29 360 1-Jan-28
4689165 GAINESVILLE VA 22065 SFD 7.75 6.75 $1,824.71 360 1-Jan-28
4689194 LONG BEACH CA 90807 SFD 7.75 6.75 $2,829.83 360 1-Jan-28
4689289 ARSDSLEY NY 10502 SFD 8 6.75 $1,724.35 360 1-Jan-28
4690031 STERLING VA 21065 SFD 7.75 6.75 $1,669.24 360 1-Jan-28
4690379 RIVERSIDE CA 92506 SFD 7.75 6.75 $664.84 360 1-Jan-28
4690549 MCDONOUGH GA 30252 SFD 7.625 6.75 $1,922.37 360 1-Jan-28
4690638 CHARLESTON SC 29412 SFD 7.75 6.75 $1,031.64 360 1-Jan-28
4690795 SOQUEL CA 95073 SFD 7.625 6.75 $1,918.12 360 1-Dec-27
4690805 PALO CEDRO CA 96073 SFD 7.875 6.75 $3,262.81 360 1-Jan-28
4690984 CARLSBAD CA 92009 SFD 7.5 6.75 $1,654.34 360 1-Dec-27
4691260 REDLANDS CA 92373 SFD 7.375 6.75 $1,771.58 360 1-Jan-28
4691527 DAWSONVILLE GA 30534 SFD 7.25 6.75 $5,320.97 360 1-Jan-28
4691886 LOS ANGELES CA 90046 SFD 8 6.75 $2,008.68 360 1-Jan-28
4692377 WOODMERE NY 11598 SFD 7.375 6.75 $1,978.09 360 1-Dec-27
4692591 SAN CARLOS CA 94070 LCO 7.5 6.75 $1,982.27 360 1-Jan-28
4692652 SAN DIEGO CA 92014 SFD 7.625 6.75 $1,670.39 360 1-Jan-28
4692667 SAN FRANCISCO CA 94111 HCO 8 6.75 $1,502.38 360 1-Jan-28
4692811 ANNAPOLIS MD 21401 SFD 7.75 6.75 $2,015.99 360 1-Jan-28
4692832 SAN FRANCISCO CA 94132 SFD 7.5 6.75 $1,922.84 360 1-Jan-28
4692852 TEMPLETON CA 93465 SFD 7.625 6.75 $3,892.87 360 1-Jan-28
4693041 SAN RAMON CA 94583 SFD 7.75 6.75 $1,672.82 360 1-Jan-28
4693554 ENCINITAS CA 92007 SFD 7.375 6.75 $2,160.43 360 1-Jan-28
4693588 RANCHO MIRAGE CA 92270 SFD 7.375 6.75 $2,646.32 360 1-Jan-28
6317616 MINNETONKA MN 55345 PUD 7.875 6.75 $2,784.27 360 1-Nov-27
6340341 SAN DIEGO CA 92131 SFD 7.5 6.75 $1,619.38 360 1-Nov-27
6346291 ENCINITAS CA 92024 SFD 7.5 6.75 $1,588.96 360 1-Nov-27
6365970 LEXINGTON MA 2173 SFD 7.875 6.75 $1,827.17 360 1-Dec-27
6367568 JORDAN MN 55352 SFD 7.75 6.75 $2,228.04 360 1-Dec-27
6375663 NAPERVILLE IL 60565 SFD 8.25 6.75 $3,005.07 360 1-Dec-27
6431251 PLYMOUTH MN 55441 SFD 7.875 6.75 $1,604.22 360 1-Sep-27
6434679 OAK PARK IL 60302 SFD 7.875 6.75 $2,192.61 360 1-Dec-27
6442368 SHREWSBURY NJ 7701 SFD 7.125 6.75 $2,223.27 360 1-Dec-27
6444833 FOLSOM CA 95630 SFD 8 6.75 $2,392.62 360 1-Nov-27
6447203 BROOKFIELD WI 53045 SFD 8 6.75 $2,259.99 360 1-Nov-27
6454624 ROSWELL GA 30075 SFD 8.25 6.75 $2,140.36 360 1-Nov-27
6456681 SAN DIEGO CA 92130 SFD 7.25 6.75 $2,573.85 360 1-Jan-28
6457472 LOS GATOS CA 95032 SFD 7.625 6.75 $2,335.72 360 1-Nov-27
6460231 LAKEWOOD CO 80227 SFD 7.875 6.75 $2,810.16 360 1-Sep-27
6466797 THOUSAND OAKS CA 91320 PUD 7.75 6.75 $1,941.12 360 1-Oct-27
6469610 SAN DIEGO CA 92121 SFD 7 6.734 $1,789.66 360 1-Jan-28
6473057 PHOENIX AZ 85018 SFD 7.625 6.75 $4,282.15 360 1-Dec-27
6474252 LAS VEGAS NV 89123 SFD 7.5 6.75 $1,090.77 360 1-Nov-27
6475667 SCOTTSDALE AZ 85254 PUD 8.375 6.75 $2,280.22 360 1-Sep-27
6475909 EVERETT WA 98208 PUD 7.375 6.75 $1,581.65 360 1-Dec-27
6477367 GORE SPRINGS MS 38901 SFD 7.625 6.75 $2,229.55 360 1-Jan-28
6477973 OCEAN NJ 7712 SFD 8.125 6.75 $2,672.99 360 1-Nov-27
6479077 RIVER EDGE NJ 7661 SFD 8.25 6.75 $1,791.77 360 1-Nov-27
6479173 LAVONIA GA 30553 SFD 7.625 6.75 $1,992.44 360 1-Dec-27
6487779 ARMONK NY 10506 SFD 7.75 6.75 $2,865.65 360 1-Dec-27
6488202 LOS ALTOS CA 94022 SFD 7.875 6.75 $2,138.95 360 1-Dec-27
6490336 SAN DIEGO CA 92122 SFD 7.25 6.75 $2,039.71 360 1-Jan-28
6493822 LAS VEGAS NV 89117 PUD 8.125 6.75 $2,554.19 360 1-Oct-27
6493849 OWINGS MILLS MD 21117 PUD 8.5 6.75 $1,722.81 360 1-Oct-27
6494705 ALAMEDA CA 94502 PUD 6.625 6.359 $2,401.17 360 1-Dec-27
6495561 ST PAUL MN 55105 SFD 7.625 6.75 $2,434.81 360 1-Nov-27
6496995 SAN DIEGO CA 92130 SFD 7.375 6.75 $3,011.00 360 1-Jan-28
6498502 TWIN FALLS ID 83301 SFD 8.25 6.75 $1,690.35 360 1-Sep-27
6499879 SNOWMASS VILLAGE CO 81615 SFD 7.75 6.75 $3,599.97 360 1-Dec-27
6500498 REHOBOTH BEACH DE 19971 SFD 8.25 6.75 $3,530.95 360 1-Oct-27
6501182 BLOOMINGTON MN 55438 SFD 7.5 6.75 $2,740.92 360 1-Dec-27
6501883 DENVER CO 80210 SFD 8 6.75 $1,716.35 360 1-Oct-27
6502326 RUNNELLS IA 50237 SFD 7.75 6.75 $1,654.91 360 1-Dec-27
6505886 NEWBURY NH 3255 SFD 8 6.75 $3,610.12 360 1-Jan-28
6506096 SMYRNA GA 30080 SFD 7.625 6.75 $1,769.48 360 1-Nov-27
6507175 LAKEWOOD CO 80232 SFD 8.125 6.75 $2,041.87 360 1-Oct-27
6509535 CHANDLER AZ 85224 SFD 8.125 6.75 $2,216.35 360 1-Nov-27
6512252 OMAHA NE 68114 SFD 8.125 6.75 $4,157.98 360 1-Jan-28
6513094 GRANITE BAY CA 95746 SFD 7.625 6.75 $2,900.18 360 1-Nov-27
6513144 CHESTER NJ 7930 SFD 8 6.75 $3,618.93 360 1-Dec-27
6513518 FLAGSTAFF AZ 86001 SFD 8 6.75 $2,935.06 360 1-Dec-27
6513595 SANTA MARIA CA 93455 SFD 7.875 6.75 $1,957.69 360 1-Dec-27
6514224 SAN JOSE CA 95123 SFD 7.5 6.75 $2,052.89 360 1-Nov-27
6518474 SAN DIEGO CA 92130 SFD 7.375 6.75 $2,747.85 360 1-Dec-27
6519582 WYCKOFF NJ 7481 SFD 7.625 6.75 $2,013.67 360 1-Nov-27
6519657 DUNWOODY GA 30350 SFD 7.875 6.75 $2,131.70 360 1-Nov-27
6519864 HUNTSVILLE UT 84317 SFD 8 6.75 $1,761.04 360 1-Nov-27
6521354 GREEN MTN FALLS CO 80819 SFD 7.625 6.75 $1,840.26 360 1-Jan-28
6521687 GREENWOOD VILLAGE CO 80121 PUD 7.5 6.75 $4,544.89 360 1-Dec-27
6522233 PLEASANTON CA 94566 SFD 7.25 6.75 $2,762.81 360 1-Jan-28
6523861 COLUMBIA MD 21046 SFD 7.5 6.75 $1,272.57 360 1-Nov-27
6525012 SANTA CLARITA CA 91355 SFD 7.5 6.75 $2,041.71 360 1-Nov-27
6526039 FREMONT CA 94539 PUD 7.625 6.75 $4,954.56 360 1-Jan-28
6527318 CHESTERFIELD MO 63017 PUD 7.75 6.75 $2,482.01 360 1-Nov-27
6527661 SAN JOSE CA 95138 SFD 7.25 6.75 $2,046.53 360 1-Dec-27
6528884 DUVALL WA 98019 SFD 8.25 6.75 $1,893.19 360 1-Nov-27
6530939 PITTSFORD NY 14534 SFD 7.625 6.75 $2,038.45 360 1-Dec-27
6531093 CALDWELL NJ 7006 SFD 7.75 6.75 $1,705.06 360 1-Dec-27
6532963 NORCROSS GA 30092 PUD 7.875 6.75 $2,095.81 360 1-Dec-27
6533069 RENO NV 89511 SFD 7.875 6.75 $3,480.33 360 1-Nov-27
6533365 BETHESDA MD 20814 SFD 7.75 6.75 $2,720.93 360 1-Dec-27
6533389 ARROYO GRANDE CA 93420 SFD 7.75 6.75 $1,633.42 360 1-Nov-27
6535010 BEMUS POINT NY 14712 SFD 7.875 6.75 $3,262.81 360 1-Dec-27
6535922 MINNEAPOLIS MN 55403 SFD 7.5 6.75 $2,195.53 360 1-Dec-27
6536285 FAIR LAWN NJ 7410 SFD 7.625 6.75 $1,528.83 360 1-Nov-27
6536701 FT LAUDERDALE FL 33301 SFD 7.875 6.75 $2,073.70 360 1-Dec-27
6536718 SAN CLEMENTE CA 92673 SFD 8 6.75 $2,142.59 360 1-Dec-27
6538721 ANAHEIM CA 92780 SFD 7.5 6.75 $1,650.50 360 1-Nov-27
6539006 OVIEDO FL 32765 SFD 7.875 6.75 $2,153.59 360 1-Nov-27
6539538 PUYALLUP WA 98371 SFD 7.875 6.75 $1,111.53 360 1-Dec-27
6541153 MISSOULA MT 59803 SFD 8.25 6.75 $2,175.37 360 1-Dec-27
6541378 DURANGO CO 81301 SFD 7.875 6.75 $3,284.56 360 1-Dec-27
6541843 BYRON CA 94514 SFD 7.25 6.75 $2,313.94 360 1-Jan-28
6542130 MCLEAN VA 22102 SFD 7.125 6.75 $1,859.46 360 1-Jan-28
6542253 BETHANY BEACH DE 19930 PUD 8 6.75 $1,872.57 360 1-Dec-27
6542407 COLORADO SPRINGS CO 80906 SFD 7.625 6.75 $1,981.82 360 1-Nov-27
6542715 SAN JOSE CA 95127 SFD 8 6.75 $1,871.10 360 1-Dec-27
6542835 WALNUT CREEK CA 94596 PUD 7.25 6.75 $2,230.72 360 1-Nov-27
6542969 ALGONQUIN IL 60102 PUD 7.75 6.75 $1,611.93 360 1-Nov-27
6543840 PARADISE VALLEY AZ 85253 SFD 7.5 6.75 $4,544.89 360 1-Dec-27
6544116 LAGUNA BEACH CA 92651 SFD 7.75 6.75 $1,793.90 360 1-Dec-27
6545909 DUCK NC 27949 SFD 7.75 6.75 $2,031.03 360 1-Nov-27
6546122 ASPEN CO 81611 SFD 7.625 6.75 $2,052.60 360 1-Nov-27
6546506 MINNETONKA BEACH MN 55361 SFD 7.75 6.75 $2,883.56 360 1-Jan-28
6547522 AVALON NJ 8202 SFD 7.875 6.75 $2,221.61 360 1-Jan-28
6547686 TULSA OK 74137 SFD 7.75 6.75 $1,970.13 360 1-Nov-27
6548901 LITTLETON CO 80123 PUD 7.5 6.75 $2,517.17 360 1-Nov-27
6549063 NAPERVILLE IL 60565 SFD 7.875 6.75 $1,624.16 360 1-Nov-27
6549114 SAN RAMON CA 94583 PUD 7.5 6.75 $1,802.44 360 1-Nov-27
6549355 SNOWMASS VILLAGE CO 81615 LCO 8 6.75 $2,127.92 360 1-Nov-27
6549947 MAHWAH NJ 7430 SFD 8 6.75 $2,520.48 360 1-Dec-27
6551983 HUNTINGTON BEACH CA 92648 SFD 7.5 6.75 $1,536.52 360 1-Nov-27
6552380 FREMONT CA 94539 PUD 7.25 6.75 $2,865.14 360 1-Nov-27
6552950 CLIVE IA 50325 SFD 7.375 6.75 $1,657.62 360 1-Dec-27
6553058 LAYTON UT 84040 SFD 8 6.75 $821.08 360 1-Nov-27
6553731 STURGEON BAY WI 54235 SFD 7.75 6.75 $2,586.25 360 1-Dec-27
6553771 SAN JOSE CA 95120 SFD 7.625 6.75 $3,538.97 360 1-Dec-27
6554499 EL PASO TX 79912 SFD 7.875 6.75 $1,944.53 360 1-Nov-27
6554567 CALABASAS CA 91302 PUD 7.875 6.75 $4,422.92 360 1-Dec-27
6554587 BOULDER CO 80302 SFD 6.875 6.609 $3,547.42 360 1-Jan-28
6555256 LANDENBERG PA 19350 SFD 7.625 6.75 $2,594.06 360 1-Nov-27
6555959 PUEBLO CO 81005 SFD 7.75 6.75 $1,633.42 360 1-Nov-27
6556386 ANDOVER MA 1810 SFD 7.75 6.75 $1,970.13 360 1-Dec-27
6556559 VILLA PARK CA 92861 SFD 7.875 6.75 $2,639.25 360 1-Dec-27
6556624 PHOENIX MD 21131 SFD 7.75 6.75 $2,937.29 360 1-Dec-27
6556853 BULLHEAD CITY AZ 86442 SFD 7.625 6.75 $3,482.35 360 1-Nov-27
6557346 MT VERNON WA 98273 SFD 7.375 6.75 $1,920.77 360 1-Dec-27
6558104 CHAPEL HILL NC 27514 SFD 7.25 6.75 $2,558.16 360 1-Jan-28
6558221 BASALT CO 81621 SFD 7.875 6.75 $1,950.44 360 1-Dec-27
6558724 TUCSON AZ 85718 SFD 7.75 6.75 $2,922.96 360 1-Jan-28
6559864 PARK CITY UT 84098 SFD 7.75 6.75 $2,973.11 360 1-Dec-27
6559897 SOLANA BEACH CA 92075 LCO 7.75 6.75 $3,347.08 360 1-Nov-27
6559944 LIBERTY UT 84310 SFD 8.375 6.75 $1,900.18 360 1-Nov-27
6561036 JACKSON WY 83001 SFD 7.75 6.75 $2,557.59 360 1-Dec-27
6561508 SOUTH LAKE TAHOE CA 96150 SFD 7.75 6.75 $1,919.98 360 1-Dec-27
6561884 BOULDER CO 80303 SFD 7.875 6.75 $1,826.52 360 1-Jan-28
6562069 ALAMO CA 94507 PUD 7.5 6.75 $3,565.99 360 1-Dec-27
6562724 BRANCHBURG NJ 8876 PUD 7.125 6.75 $1,680.93 360 1-Jan-28
6563127 BLUFFDALE UT 84065 SFD 8 6.75 $2,201.29 360 1-Dec-27
6563301 HOLMDEL NJ 7733 SFD 7.625 6.75 $2,144.61 360 1-Dec-27
6563335 WINNETKA IL 60093 SFD 7.625 6.75 $4,159.43 360 1-Dec-27
6564456 MOORESVILLE NC 28115 SFD 7.875 6.75 $2,097.44 360 1-Nov-27
6564500 SAN DIEGO CA 92131 SFD 8 6.75 $1,981.16 360 1-Nov-27
6564510 SOUTHBORO MA 1772 SFD 7.875 6.75 $2,120.83 360 1-Dec-27
6565154 SAN JOSE CA 95124 SFD 7.5 6.75 $1,756.43 360 1-Dec-27
6565638 CASTRO VALLEY CA 94546 SFD 7.5 6.75 $2,094.50 360 1-Dec-27
6565697 SAN JOSE CA 95120 PUD 7.625 6.75 $2,604.33 360 1-Dec-27
6566150 MINA SD 57462 SFD 7.375 6.75 $1,830.29 360 1-Dec-27
6566684 SEWICKLEY PA 15143 SFD 7.375 6.75 $2,331.72 360 1-Jan-28
6568184 PHOENIX AZ 85048 SFD 6.875 6.609 $1,563.49 360 1-Dec-27
6568449 PLAINVIEW NY 11803 SFD 7.25 6.75 $1,569.01 360 1-Jan-28
6568530 WHITEFISH MT 59937 SFD 8.125 6.75 $1,093.29 240 1-Nov-17
6568538 BETHESDA MD 20817 SFD 7.625 6.75 $1,925.20 360 1-Dec-27
6569140 SNOWMASS CO 81654 SFD 7.625 6.75 $1,610.94 360 1-Nov-27
6569242 SPOKANE WA 99208 SFD 7.75 6.75 $4,298.47 360 1-Dec-27
6569384 POTOMAC MD 20854 PUD 7.375 6.75 $2,831.77 360 1-Dec-27
6569974 HEBRON KY 41048 SFD 7.375 6.75 $1,734.98 360 1-Dec-27
6570725 ANAHEIM CA 92808 SFD 7.625 6.75 $1,726.66 360 1-Dec-27
6570729 SAN RAMON CA 94583 SFD 7.75 6.75 $2,470.19 360 1-Dec-27
6571096 NAGS HEAD NC 27959 LCO 7.75 6.75 $1,905.66 360 1-Jan-28
6571599 VALENCIA CA 91354 SFD 7 6.734 $1,656.60 360 1-Jan-28
6571717 ATLANTA GA 30328 SFD 7.5 6.75 $2,307.41 360 1-Jan-28
6571951 DIAMOND BAR CA 91765 SFD 7.5 6.75 $1,762.02 360 1-Jan-28
6572192 BRIGHTON MI 48116 SFD 7.25 6.75 $2,108.61 360 1-Jan-28
6572463 CARLSBAD CA 92008 SFD 7.375 6.75 $2,058.21 360 1-Jan-28
6573098 TARZANA CA 91356 SFD 7.75 6.75 $3,159.38 360 1-Dec-27
6573231 SAN JOSE CA 95118 SFD 7.75 6.75 $1,740.88 360 1-Dec-27
6573867 WILMINGTON NC 28409 SFD 7.5 6.75 $3,670.88 360 1-Jan-28
6574518 NORWALK CT 6851 SFD 8 6.75 $1,761.04 360 1-Jan-28
6574968 OWINGS MILLS MD 21117 SFD 7.625 6.75 $1,642.08 360 1-Dec-27
6575561 MT PLEASANT SC 29464 SFD 7.5 6.75 $2,097.64 360 1-Dec-27
6576148 TAKOMA PARK MD 20912 SFD 7.375 6.75 $1,645.53 360 1-Dec-27
6576275 VIENNA VA 22182 SFD 7.375 6.75 $2,817.95 360 1-Dec-27
6576842 ENGLEWOOD CO 80111 SFD 7.625 6.75 $2,555.14 360 1-Dec-27
6577055 ATHERTON CA 94027 SFD 7.5 6.75 $5,593.72 360 1-Dec-27
6577329 SAN JOSE CA 95138 SFD 7.625 6.75 $2,623.44 360 1-Dec-27
6577703 COMMERCE TWP MI 48382 SFD 7.875 6.75 $2,280.34 360 1-Dec-27
6578076 ORONO MN 55391 SFD 7.5 6.75 $3,496.07 360 1-Dec-27
6578087 BELLINGHAM WA 98226 SFD 7.875 6.75 $2,089.38 360 1-Dec-27
6578460 CAMBRIA CA 93428 SFD 7.25 6.75 $4,365.93 360 1-Jan-28
6579127 POTOMAC MD 20854 SFD 7.125 6.75 $1,845.99 360 1-Dec-27
6579269 SOUTHERN PINES NC 28387 SFD 7.75 6.75 $1,922.67 360 1-Dec-27
6580148 DURANGO CO 81301 SFD 7.625 6.75 $2,548.06 360 1-Dec-27
6581342 ORANGE CA 92869 SFD 7.625 6.75 $2,066.76 360 1-Dec-27
6582026 CHULA VISTA CA 91915 SFD 7.625 6.75 $2,017.21 360 1-Dec-27
6582370 DENVER CO 80209 SFD 7.875 6.75 $2,183.00 360 1-Dec-27
6582408 SAN DIEGO CA 92130 PUD 7.625 6.75 $2,551.95 360 1-Dec-27
6582464 SAN DIEGO CA 92129 PUD 7.875 6.75 $1,774.97 360 1-Dec-27
6582493 SAN DIEGO CA 92131 SFD 7.5 6.75 $2,489.20 360 1-Dec-27
6582631 ATLANTA GA 30307 SFD 6.875 6.609 $2,463.48 360 1-Jan-28
6582659 GRASS VALLEY CA 95949 SFD 7.5 6.75 $2,307.41 360 1-Jan-28
6583164 BOTHELL WA 98021 SFD 8 6.75 $1,761.04 360 1-Dec-27
6584147 MILFORD PA 18337 SFD 8.25 6.75 $1,765.48 360 1-Jan-28
6584661 DULUTH GA 30097 SFD 7.375 6.75 $2,762.70 360 1-Dec-27
6585965 ISSAQUAH WA 98029 PUD 7.625 6.75 $1,642.08 360 1-Dec-27
6587842 ALEXANDER AR 72022 SFD 7.5 6.75 $1,727.06 360 1-Jan-28
6588488 CHESTERFIELD MO 63005 PUD 7.625 6.75 $1,667.56 360 1-Jan-28
6589181 HENDERSONVILLE TN 37075 SFD 7.375 6.75 $1,626.19 360 1-Jan-28
6589349 FREMONT CA 94536 SFD 7.875 6.75 $1,664.03 360 1-Jan-28
6589408 MC LEAN VA 22101 SFD 7.625 6.75 $2,274.85 360 1-Dec-27
6589616 LONGMONT CO 80503 PUD 7.375 6.75 $1,875.87 360 1-Jan-28
6589658 OMAHA NE 68130 PUD 7.25 6.75 $3,530.26 360 1-Jan-28
6590346 SNOWMASS VILLAGE CO 81615 LCO 7.875 6.75 $2,030.19 360 1-Dec-27
6590877 CASTLE ROCK CO 80104 SFD 7.5 6.75 $2,587.09 360 1-Jan-28
6590901 SANTA CLARITA CA 91321 SFD 7.75 6.75 $2,794.01 360 1-Jan-28
6591250 CLOSTER NJ 7624 SFD 7.5 6.75 $2,569.61 360 1-Jan-28
6591364 ONEIDA WI 54155 SFD 7.625 6.75 $2,123.38 360 1-Dec-27
6591683 SAN JOSE CA 95135 SFD 7.75 6.75 $1,719.39 360 1-Jan-28
6591709 CARLSBAD CA 92009 SFD 7.625 6.75 $1,794.96 360 1-Dec-27
6591725 BAINBRIDGE ISLAND WA 98110 SFD 7.375 6.75 $2,072.03 360 1-Dec-27
6592684 SAN DIEGO CA 92116 SFD 7.375 6.75 $1,754.31 360 1-Jan-28
6593295 HARDING TOWNSHIP NJ 7976 SFD 7.75 6.75 $1,617.30 360 1-Jan-28
6593430 CHARLOTTE NC 28209 SFD 7.5 6.75 $2,085.06 360 1-Dec-27
6593824 UNION CITY CA 94587 SFD 7.25 6.75 $1,833.01 360 1-Dec-27
6593960 NEWCASTLE WA 98059 SFD 7.125 6.75 $1,697.77 360 1-Dec-27
6594083 SAN FRANCISCO CA 94122 SFD 7.875 6.75 $2,131.70 360 1-Dec-27
6594679 DRAPER UT 84020 SFD 7.875 6.75 $2,719.01 360 1-Dec-27
6594739 SAN RAMON CA 94583 PUD 7.25 6.75 $2,013.78 360 1-Dec-27
6595953 MONONA WI 53716 SFD 7.875 6.75 $3,755.86 360 1-Dec-27
6596122 LOS ANGELES CA 91364 SFD 7.5 6.75 $1,985.77 360 1-Dec-27
6596547 ROCHESTER MN 55902 SFD 7.25 6.75 $1,569.01 360 1-Jan-28
6596557 DANVILLE CA 94506 PUD 7.625 6.75 $2,222.47 360 1-Jan-28
6597210 THOUSAND OAKS CA 91362 SFD 7.25 6.75 $1,582.65 360 1-Dec-27
6597535 SAN DIEGO CA 92130 SFD 7.375 6.75 $1,692.15 360 1-Jan-28
6597764 ROCHESTER NY 14618 SFD 7.125 6.75 $2,347.91 360 1-Jan-28
6598065 THE WOODLANDS TX 77380 SFD 8.25 6.75 $3,082.07 360 1-Jan-28
6598200 BOTHELL WA 98011 PUD 7.375 6.75 $1,491.86 360 1-Jan-28
6598225 SIOUX FALLS SD 57108 SFD 7.875 6.75 $1,972.19 360 1-Jan-28
6598521 WOODBURY MN 55125 SFD 7.5 6.75 $1,852.92 360 1-Dec-27
6598675 CORONADO CA 92118 LCO 7.625 6.75 $1,981.82 360 1-Dec-27
6599086 BOZEMAN MT 59715 PUD 7.625 6.75 $1,804.87 360 1-Jan-28
6599722 BLUE RIDGE GA 30513 SFD 7.75 6.75 $2,665.05 360 1-Dec-27
6599792 ANCHORAGE AK 99516 SFD 7.5 6.75 $2,382.92 360 1-Jan-28
6601300 GENESEO IL 61254 SFD 7.625 6.75 $1,896.89 360 1-Jan-28
6601501 CLIFTON VA 22024 SFD 7.375 6.75 $1,961.52 360 1-Jan-28
6601585 RENTON WA 98059 SFD 7.375 6.75 $1,591.32 360 1-Jan-28
6601609 RED LODGE MT 59068 SFD 7.5 6.75 $1,929.83 360 1-Jan-28
6601830 WEST NEWBURY MA 1985 SFD 7.25 6.75 $2,046.53 360 1-Jan-28
6601836 SAN DIEGO CA 92128 PUD 6.875 6.609 $2,248.01 360 1-Jan-28
6602015 ALBANY OR 97321 SFD 7.875 6.75 $1,879.38 360 1-Jan-28
6603909 CASTLE ROCK CO 80104 SFD 7.25 6.75 $2,319.40 360 1-Jan-28
6604016 FOX RIVER GROVE IL 60021 SFD 7.875 6.75 $2,030.19 360 1-Jan-28
6604845 SAN CLEMENTE CA 92672 SFD 7.625 6.75 $1,804.87 360 1-Jan-28
6605314 ISSAQUAH WA 98029 SFD 6.875 6.609 $2,039.76 360 1-Jan-28
6605529 SMITHTOWN NY 11787 SFD 7.875 6.75 $1,740.17 360 1-Jan-28
6605564 WAYNE PA 19087 SFD 7.875 6.75 $2,157.08 360 1-Dec-27
6605762 OLD SNOWMASS CO 81654 SFD 7.75 6.75 $2,235.21 360 1-Jan-28
6605887 UNION CITY CA 94587 SFD 7.375 6.75 $2,166.65 360 1-Jan-28
6606076 WASHINGTON DC 20007 SFD 7.5 6.75 $1,750.83 360 1-Jan-28
6606993 SAN JOSE CA 95136 SFD 7.5 6.75 $2,008.14 360 1-Jan-28
6607940 UNION CITY CA 94587 SFD 7.375 6.75 $2,358.66 360 1-Jan-28
6608107 OAKLAND CA 94605 SFD 7.5 6.75 $1,736.85 360 1-Jan-28
6608523 MAUMELLE AR 72113 SFD 7.5 6.75 $1,848.37 360 1-Jan-28
6608631 LONGMONT CO 80501 PUD 7.25 6.75 $1,547.18 360 1-Jan-28
6610031 SAN FRANCISCO CA 94123 SFD 7.5 6.75 $3,434.54 360 1-Jan-28
6611112 TEMPE AZ 85284 SFD 7.75 6.75 $2,185.06 360 1-Jan-28
6611860 CAMARILLO CA 93012 PUD 6.875 6.609 $1,590.75 360 1-Jan-28
6612384 SILVER SPRING MD 20910 SFD 7.875 6.75 $1,812.67 360 1-Jan-28
6612445 PALM HARBOR FL 34683 SFD 8.125 6.75 $1,975.04 360 1-Jan-28
6613013 CAMARILLO CA 93012 SFD 7 6.734 $1,808.29 360 1-Jan-28
6614138 ANACORTES WA 98221 SFD 7.25 6.75 $2,387.62 360 1-Jan-28
6615941 JACKSONVILLE FL 32224 PUD 7.5 6.75 $1,683.36 360 1-Jan-28
6616087 OCEAN CITY NJ 8226 LCO 7.75 6.75 $2,745.29 360 1-Jan-28
6616565 MILPITAS CA 95035 PUD 7 6.734 $1,921.06 360 1-Jan-28
6616894 POTTER VALLEY CA 95469 SFD 7.625 6.75 $1,953.51 360 1-Jan-28
6618035 FRESNO CA 93711 SFD 7.75 6.75 $1,925.72 360 1-Jan-28
6618901 SAN DIEGO CA 92107 SFD 7.5 6.75 $2,821.12 360 1-Jan-28
6620133 VIRGINIA BEACH VA 23455 SFD 7.75 6.75 $1,837.60 360 1-Jan-28
6622210 MINNETONKA MN 55345 SFD 7.125 6.75 $1,611.53 360 1-Jan-28
6627397 BOWIE MD 20715 SFD 7.5 6.75 $1,907.81 360 1-Jan-28
</TABLE>
COUNT: 613
WAC: 7.670996741
WAM: 358.6646924
WALTV: 74.4565384
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4578870 $481,000.00 77.58 0 0.250 0 0.016 0.484
4587367 $300,000.00 46.69 0.250 0.016 0.484
4598570 $228,950.00 95 17 0.250 0.016 0.734
4603714 $575,000.00 48.23 0.250 0.016 0.359
4610029 $237,390.84 89.93 1 0.250 0.016 1.609
4610523 $179,346.26 80 0.250 0.016 0.859
4611660 $371,200.00 90 17 0.250 0.016 0.734
4618248 $253,000.00 71.67 0.250 0.016 1.109
4620685 $236,500.00 73.91 0.250 0.016 0.734
4624277 $256,000.00 80 0.250 0.016 0.734
4626780 $318,763.25 79.95 0.250 0.016 0.484
4627232 $325,975.51 89.99 6 0.250 0.016 0.859
4628335 $85,600.00 80 0.250 0.016 1.109
4630311 $389,000.00 70.73 0.250 0.016 0.984
4631652 $239,400.00 90 17 0.250 0.016 0.609
4631666 $382,262.26 90 0.250 0.016 1.359
4636240 $337,500.00 90 17 0.250 0.016 0.984
4640223 $233,500.00 89.99 17 0.250 0.016 0.609
4642748 $240,000.00 73.85 0.250 0.016 0.984
4643228 $100,933.93 69.18 0.250 0.016 1.109
4644529 $229,200.00 79.99 0.250 0.016 0.734
4646388 $239,500.00 79.99 0.250 0.016 0.609
4646752 $390,756.96 89.89 0.250 0.016 1.359
4648012 $909,434.38 65 0.250 0.016 1.359
4648317 $324,600.00 84.31 17 0.250 0.016 0.734
4649597 $227,014.90 80 0.250 0.016 0.484
4649598 $275,000.00 68.75 0.250 0.016 0.859
4652213 $415,157.02 80 0.250 0.016 0.984
4652267 $127,245.08 70 0.250 0.016 1.484
4652422 $574,000.00 71.75 0.250 0.016 0.234
4652907 $273,150.00 77.6 0.250 0.016 0.859
4653592 $169,637.69 45.33 0.250 0.016 0.734
4653890 $239,676.87 80 0.250 0.016 0.984
4654425 $461,648.46 77 0.250 0.016 0.359
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6501182 $391,709.08 80 0.250 0.016 0.484
6501883 $233,436.00 90 33 0.250 0.016 0.984
6502326 $228,972.55 64.17 0.250 0.016 0.734
6505886 $492,000.00 80 0.250 0.016 0.984
6506096 $249,636.97 64.52 0.250 0.016 0.609
6507175 $274,456.66 74.32 0.250 0.016 1.109
6509535 $287,552.67 78.55 0.250 0.016 1.109
6512252 $560,000.00 74.67 0.250 0.016 1.109
6513094 $402,253.57 71.89 0.250 0.016 0.609
6513144 $492,869.07 90 17 0.250 0.016 0.984
6513518 $399,731.61 77.67 0.250 0.016 0.984
6513595 $269,814.19 90 17 0.250 0.016 0.859
6514224 $293,162.86 80 0.250 0.016 0.484
6518474 $397,547.27 80 0.250 0.016 0.359
6519582 $284,086.87 67.02 0.250 0.016 0.609
6519657 $293,594.03 70 0.250 0.016 0.859
6519864 $239,676.85 60 0.250 0.016 0.984
6521354 $260,000.00 80 0.250 0.016 0.609
6521687 $649,517.61 65 0.250 0.016 0.484
6522233 $405,000.00 66.39 0.250 0.016 0.234
6523861 $181,729.02 80 0.250 0.016 0.484
6525012 $291,565.23 80 0.250 0.016 0.484
6526039 $700,000.00 69.03 0.250 0.016 0.609
6527318 $345,959.38 69.99 0.250 0.016 0.734
6527661 $299,765.97 73.35 0.250 0.016 0.234
6528884 $251,677.52 80 0.250 0.016 1.234
6530939 $287,791.55 90 33 0.250 0.016 0.609
6531093 $237,632.02 83.51 33 0.250 0.016 0.734
6532963 $288,851.08 79.99 0.250 0.016 0.859
6533069 $479,337.17 80 0.250 0.016 0.859
6533365 $379,531.94 90 6 0.250 0.016 0.734
6533389 $227,677.12 72.38 0.250 0.016 0.734
6535010 $449,690.32 71.43 0.250 0.016 0.859
6535922 $313,766.97 80 0.250 0.016 0.484
6536285 $215,686.35 80 0.250 0.016 0.609
6536701 $285,803.18 79.89 0.250 0.016 0.859
6536718 $291,804.08 80 0.250 0.016 0.984
6538721 $235,698.53 79.99 0.250 0.016 0.484
6539006 $296,607.84 73.34 0.250 0.016 0.859
6539538 $151,987.29 74.96 0.250 0.016 0.859
6541153 $289,375.36 95 33 0.250 0.016 1.234
6541378 $452,688.25 69.69 0.250 0.016 0.859
6541843 $339,200.00 80 0.250 0.016 0.234
6542130 $276,000.00 80 0.250 0.016 0.109
6542253 $255,028.76 80 0.250 0.016 0.984
6542407 $279,593.41 60.87 0.250 0.016 0.609
6542715 $254,828.90 85 17 0.250 0.016 0.984
6542835 $326,238.27 76.05 0.250 0.016 0.234
6542969 $224,681.36 68.18 0.250 0.016 0.734
6543840 $649,517.61 61.9 0.250 0.016 0.484
6544116 $250,223.27 80 0.250 0.016 0.734
6545909 $283,098.53 90 33 0.250 0.016 0.734
6546122 $289,578.88 26.36 0.250 0.016 0.609
6546506 $402,500.00 70 0.250 0.016 0.734
6547522 $306,400.00 80 0.250 0.016 0.859
6547686 $274,610.57 64.71 0.250 0.016 0.734
6548901 $358,460.87 75 0.250 0.016 0.484
6549063 $223,690.67 54.63 0.250 0.016 0.859
6549114 $257,397.19 80 0.250 0.016 0.484
6549355 $289,609.53 49.57 0.250 0.016 0.984
6549947 $343,269.52 75.2 0.250 0.016 0.984
6551983 $219,422.82 79.98 0.250 0.016 0.484
6552380 $419,342.74 56.83 0.250 0.016 0.234
6552950 $239,817.38 80 0.250 0.016 0.359
6553058 $111,696.36 64.31 0.250 0.016 0.984
6553731 $360,745.21 74.13 0.250 0.016 0.734
6553771 $499,638.11 78.99 0.250 0.016 0.609
6554499 $267,815.67 66.55 0.250 0.016 0.859
6554567 $609,580.21 78.71 0.250 0.016 0.859
6554587 $540,000.00 77.14 0.250 0.016 0
6555256 $365,967.80 75.57 0.250 0.016 0.609
6555959 $227,308.17 58.16 0.250 0.016 0.734
6556386 $274,605.91 61.45 0.250 0.016 0.734
6556559 $360,883.09 50.21 0.250 0.016 0.859
6556624 $409,710.63 89.13 16 0.250 0.016 0.734
6556853 $491,285.54 80 0.250 0.016 0.609
6557346 $277,888.39 90 17 0.250 0.016 0.359
6558104 $375,000.00 73.53 0.250 0.016 0.234
6558221 $268,814.87 79.12 0.250 0.016 0.859
6558724 $408,000.00 47.06 0.250 0.016 0.734
6559864 $414,707.10 32.86 0.250 0.016 0.734
6559897 $466,538.37 80 0.250 0.016 0.734
6559944 $249,688.14 66.67 0.250 0.016 1.359
6561036 $356,748.03 70 0.250 0.016 0.734
6561508 $267,710.85 78.82 0.250 0.016 0.734
6561884 $251,910.00 90 33 0.250 0.016 0.859
6562069 $509,321.51 78.95 0.250 0.016 0.484
6562724 $249,500.00 74.92 0.250 0.016 0.109
6563127 $299,798.71 75 0.250 0.016 0.984
6563301 $302,780.70 65.16 0.250 0.016 0.609
6563335 $587,236.67 61.86 0.250 0.016 0.609
6564456 $288,875.55 95 12 0.250 0.016 0.859
6564500 $269,114.17 79.41 0.250 0.016 0.984
6564510 $292,298.70 90 6 0.250 0.016 0.859
6565154 $251,013.57 80 0.250 0.016 0.484
6565638 $299,327.69 79.99 0.250 0.016 0.484
6565697 $367,683.69 79.99 0.250 0.016 0.609
6566150 $264,798.36 89.83 33 0.250 0.016 0.359
6566684 $337,600.00 80 0.250 0.016 0.359
6568184 $237,800.05 70 0.250 0.016 0
6568449 $230,000.00 74.19 0.250 0.016 0.234
6568530 $129,065.60 70 0.250 0.016 1.109
6568538 $271,803.13 69.04 0.250 0.016 0.609
6569140 $227,269.49 80 0.250 0.016 0.609
6569242 $599,576.53 75 0.250 0.016 0.734
6569384 $409,688.02 71.57 0.250 0.016 0.359
6569974 $251,008.85 80 0.250 0.016 0.359
6570725 $243,773.44 79.99 0.250 0.016 0.609
6570729 $344,556.64 80 0.250 0.016 0.734
6571096 $266,000.00 80 0.250 0.016 0.734
6571599 $249,000.00 89.99 17 0.250 0.016 0
6571717 $330,000.00 79.98 0.250 0.016 0.484
6571951 $252,000.00 80 0.250 0.016 0.484
6572192 $309,100.00 89.99 6 0.250 0.016 0.234
6572463 $298,000.00 80 0.250 0.016 0.359
6573098 $440,688.74 63.91 0.250 0.016 0.734
6573231 $242,828.49 90 17 0.250 0.016 0.734
6573867 $525,000.00 63.64 0.250 0.016 0.484
6574518 $240,000.00 77.42 0.250 0.016 0.984
6574968 $231,832.09 80 0.250 0.016 0.609
6575561 $299,777.36 93.93 17 0.250 0.016 0.484
6576148 $238,018.71 69.46 0.250 0.016 0.359
6576275 $407,689.55 80 0.250 0.016 0.359
6576842 $360,738.71 82.05 33 0.250 0.016 0.609
6577055 $792,625.28 26.23 0.250 0.016 0.484
6577329 $370,381.73 80 0.250 0.016 0.609
6577703 $314,283.57 48.38 0.250 0.016 0.859
6578076 $499,628.93 64.94 0.250 0.016 0.484
6578087 $287,904.69 78.95 0.250 0.016 0.859
6578460 $640,000.00 69.95 0.250 0.016 0.234
6579127 $273,780.89 80 0.250 0.016 0.109
6579269 $268,185.59 95 13 0.250 0.016 0.734
6580148 $359,739.44 78.26 0.250 0.016 0.609
6581342 $291,788.66 80 0.250 0.016 0.609
6582026 $284,793.73 89.93 17 0.250 0.016 0.609
6582370 $300,867.80 68.12 0.250 0.016 0.859
6582408 $360,289.04 72.69 0.250 0.016 0.609
6582464 $244,631.53 80 0.250 0.016 0.859
6582493 $355,735.80 78.24 0.250 0.016 0.484
6582631 $375,000.00 65.79 0.250 0.016 0
6582659 $330,000.00 73.33 0.250 0.016 0.484
6583164 $239,838.96 69.57 0.250 0.016 0.984
6584147 $235,000.00 61.04 0.250 0.016 1.234
6584661 $399,695.63 80 0.250 0.016 0.359
6585965 $231,832.09 72.5 0.250 0.016 0.609
6587842 $247,000.00 89.82 6 0.250 0.016 0.484
6588488 $235,600.00 95 33 0.250 0.016 0.609
6589181 $235,450.00 85 6 0.250 0.016 0.359
6589349 $229,500.00 75 0.250 0.016 0.859
6589408 $321,167.38 71.42 0.250 0.016 0.609
6589616 $271,600.00 80 0.250 0.016 0.359
6589658 $517,500.00 75 0.250 0.016 0.234
6590346 $279,807.31 80 0.250 0.016 0.859
6590877 $370,000.00 75.59 0.250 0.016 0.484
6590901 $390,000.00 78.79 0.250 0.016 0.734
6591250 $367,500.00 70 0.250 0.016 0.484
6591364 $299,782.87 69.61 0.250 0.016 0.609
6591683 $240,000.00 78.95 0.250 0.016 0.734
6591709 $251,318.88 79.97 0.250 0.016 0.609
6591725 $299,771.72 74.07 0.250 0.016 0.359
6592684 $254,000.00 80 0.250 0.016 0.359
6593295 $225,750.00 70 0.250 0.016 0.734
6593430 $295,451.07 54.22 0.250 0.016 0.484
6593824 $266,099.35 79.98 0.250 0.016 0.234
6593960 $251,798.48 70 0.250 0.016 0.109
6594083 $293,797.68 61.25 0.250 0.016 0.859
6594679 $374,741.93 78.95 0.250 0.016 0.859
6594739 $294,969.72 79.98 0.250 0.016 0.234
6595953 $517,643.52 70 0.250 0.016 0.859
6596122 $283,789.23 80 0.250 0.016 0.484
6596547 $230,000.00 80 0.250 0.016 0.234
6596557 $314,000.00 60.38 0.250 0.016 0.609
6597210 $231,819.02 69.25 0.250 0.016 0.234
6597535 $245,000.00 67.12 0.250 0.016 0.359
6597764 $348,500.00 85 33 0.250 0.016 0.109
6598065 $406,770.12 77.41 0.250 0.016 1.234
6598200 $216,000.00 75 0.250 0.016 0.359
6598225 $272,000.00 66.67 0.250 0.016 0.859
6598521 $264,803.33 74.23 0.250 0.016 0.484
6598675 $279,797.35 80 0.250 0.016 0.609
6599086 $255,000.00 75 0.250 0.016 0.609
6599722 $371,737.45 80 0.250 0.016 0.734
6599792 $340,800.00 80 0.250 0.016 0.484
6601300 $268,000.00 64.58 0.250 0.016 0.609
6601501 $284,000.00 80 0.250 0.016 0.359
6601585 $230,400.00 80 0.250 0.016 0.359
6601609 $276,000.00 80 0.250 0.016 0.484
6601830 $300,000.00 68.65 0.250 0.016 0.234
6601836 $342,200.00 80 0.250 0.016 0
6602015 $259,200.00 74.59 0.250 0.016 0.859
6603909 $340,000.00 73.91 0.250 0.016 0.234
6604016 $280,000.00 80 0.250 0.016 0.859
6604845 $255,000.00 72.86 0.250 0.016 0.609
6605314 $310,500.00 75 0.250 0.016 0
6605529 $240,000.00 80 0.250 0.016 0.859
6605564 $297,295.26 87.24 33 0.250 0.016 0.859
6605762 $312,000.00 46.22 0.250 0.016 0.734
6605887 $313,700.00 79.99 0.250 0.016 0.359
6606076 $250,400.00 80 0.250 0.016 0.484
6606993 $287,200.00 80 0.250 0.016 0.484
6607940 $341,500.00 89.98 24 0.250 0.016 0.359
6608107 $248,400.00 90 33 0.250 0.016 0.484
6608523 $264,350.00 74.99 0.250 0.016 0.484
6608631 $226,800.00 90 33 0.250 0.016 0.234
6610031 $491,200.00 80 0.250 0.016 0.484
6611112 $305,000.00 64.89 0.250 0.016 0.734
6611860 $242,150.00 79.99 0.250 0.016 0
6612384 $250,000.00 74.63 0.250 0.016 0.859
6612445 $266,000.00 95 33 0.250 0.016 1.109
6613013 $271,800.00 89.93 17 0.250 0.016 0
6614138 $350,000.00 79.73 0.250 0.016 0.234
6615941 $240,750.00 74.08 0.250 0.016 0.484
6616087 $383,200.00 79.17 0.250 0.016 0.734
6616565 $288,750.00 75 0.250 0.016 0
6616894 $276,000.00 80 0.250 0.016 0.609
6618035 $268,800.00 80 0.250 0.016 0.734
6618901 $403,470.00 89.5 33 0.250 0.016 0.484
6620133 $256,500.00 95 6 0.250 0.016 0.734
6622210 $239,200.00 79.81 0.250 0.016 0.109
6627397 $272,850.00 94.95 17 0.250 0.016 0.484
$188,932,762.18
</TABLE>
<PAGE>
EXHIBIT F-3
[Schedule of Pool 1 Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-04 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4627321 GREAT FALLS MT 59404 SFD 8.125 7 $1,670.62 360 1-Dec-27
4629416 SNOHOMISH WA 98296 SFD 8 7 $1,643.63 360 1-Aug-27
4641125 GREENVILLE SC 29607 SFD 7.875 7 $2,298.48 360 1-Sep-27
4645679 ORLANDO FL 32836 SFD 8 7 $2,221.84 360 1-Sep-27
4650377 BAYTOWN MN 55082 SFD 7.75 7 $2,283.93 360 1-Dec-27
4650510 MORGANTOWN WV 26505 SFD 7.75 7 $1,659.93 347 1-Oct-26
4653581 PARK CITY UT 84098 SFD 8.125 7 $1,967.62 360 1-Sep-27
4654041 MARIETTA GA 30068 SFD 7.625 7 $2,491.44 360 1-Oct-27
4654161 LITTLETON CO 80127 SFD 7.625 7 $2,446.14 360 1-Oct-27
4654178 CALISTOGA CA 94515 SFD 7.75 7 $2,378.49 360 1-Sep-27
4654218 EDINA MN 55424 SFD 7.875 7 $1,812.68 360 1-Dec-27
4654310 PETALUMA CA 94952 SFD 7.875 7 $2,887.95 360 1-Oct-27
4654314 SAN FRANCISCO CA 94131 SFD 7.875 7 $2,900.28 360 1-Oct-27
4654354 GRANGER IN 46530 SFD 7.375 7 $2,873.21 360 1-Oct-27
4654367 FREMONT CA 94536 SFD 7.5 7 $1,727.06 360 1-Sep-27
4656170 REDMOND WA 98053 SFD 7.625 7 $1,392.94 360 1-Sep-27
4656232 LAS VEGAS NV 89128 SFD 7.875 7 $2,871.12 360 1-Sep-27
4656241 ALPHARETTA GA 30022 SFD 7.25 6.984 $2,090.19 360 1-Sep-27
4656809 PORTLAND OR 97201 THS 7.625 7 $2,177.18 360 1-Oct-27
4658164 MAPLEWOOD MN 55119 SFD 7.625 7 $1,868.58 360 1-Dec-27
4658516 LARKSPUR CO 80118 SFD 7.5 7 $2,013.74 360 1-Oct-27
4662905 SHOREWOOD MN 55331 SFD 7.5 7 $1,748.04 360 1-Nov-27
4663166 MINNEAPOLIS MN 55406 SFD 7.75 7 $2,149.24 360 1-Dec-27
4664634 COLUMBUS OH 43206 SFD 7.875 7 $1,856.18 360 1-Dec-27
4664692 BRIGHTON MA 2135 MF2 7.75 7 $2,095.51 360 1-Sep-27
4665068 NAPLES FL 33963 SFD 7.625 7 $3,609.75 360 1-Dec-27
4665097 VIENNA VA 22182 SFD 7.625 7 $1,558.56 360 1-Oct-27
4665175 BRAINTREE MA 2184 SFD 7.625 7 $1,607.05 360 1-Oct-27
4665802 NEWNAN GA 30265 SFD 7.875 7 $1,575.26 360 1-Oct-27
4666081 SOUTH ORANGE VILLAGE NJ 7079 SFD 8.375 7 $1,653.16 360 1-Oct-27
4666481 PARADISE VALLEY AZ 85253 SFD 8 7 $5,778.40 360 1-Oct-27
4666898 LOUISVILLE KY 40205 SFD 7.75 7 $1,805.36 360 1-Dec-27
4668763 MORGANTOWN WV 26505 SFD 7.5 7 $2,125.62 360 1-Dec-27
4677376 CHARLOTTESVILLE VA 22911 SFD 7.875 7 $2,610.25 360 1-Dec-27
4677385 MONKTON MD 21111 SFD 7.75 7 $2,478.79 360 1-Nov-27
4677572 LITTLETON CO 80125 SFD 7.875 7 $1,649.53 360 1-Nov-27
4677994 ATLANTA GA 30350 SFD 7.5 7 $3,146.47 360 1-Sep-27
4678026 LAKE BLUFF IL 60044 SFD 7.625 7 $1,981.82 360 1-Nov-27
4678189 CINCINNATI OH 45244 SFD 7.875 7 $2,515.99 360 1-Nov-27
4678194 CLAYTON OH 45315 SFD 7.75 7 $1,719.39 360 1-Nov-27
4679046 CARMEL IN 46033 SFD 7.5 7 $2,097.65 360 1-Nov-27
4679110 LAKELAND FL 33810 SFD 7.75 7 $2,263.87 360 1-Nov-27
4679154 COLLEYVILLE TX 76034 SFD 7.625 7 $1,585.46 360 1-Nov-27
4679955 MECHANICSBURG PA 17055 SFD 7.75 7 $1,964.77 360 1-Nov-27
4679971 BROOKFIELD WI 53045 SFD 7.75 7 $1,697.90 360 1-Nov-27
4679979 CAMP HILL PA 17011 SFD 7.75 7 $1,907.45 360 1-Nov-27
4680011 MARIETTA GA 30062 SFD 7.5 7 $2,003.95 360 1-Nov-27
4680039 SUPERIOR CO 80027 SFD 7.875 7 $1,956.97 360 1-Nov-27
4680173 TOPSFIELD MA 1983 SFD 7.75 7 $1,719.39 360 1-Nov-27
4680693 CRYSTAL LAKE IL 60014 SFD 7.75 7 $2,643.56 360 1-Nov-27
4680701 ENGLEWOOD CO 80111 SFD 7.625 7 $1,811.96 360 1-Nov-27
4680722 DUBLIN OH 43016 SFD 7.625 7 $2,675.46 360 1-Nov-27
4681229 ESCONDIDO CA 92029 SFD 7.625 7 $1,652.00 360 1-Nov-27
4681263 POMPANO BEACH FL 33062 SFD 7.625 7 $1,840.27 360 1-Nov-27
4681317 SAN RAMON CA 94583 SFD 8.25 7 $2,479.19 360 1-Nov-27
4681325 BROOKFIELD WI 53045 SFD 7.75 7 $1,748.05 360 1-Dec-27
4681500 LUTHERVILLE MD 21093 SFD 7.625 7 $2,123.39 360 1-Dec-27
4682553 ORO VALLEY AZ 85737 SFD 7.75 7 $2,102.67 360 1-Nov-27
4682975 TEMPLE HILLS MD 20748 SFD 7.75 7 $2,493.12 360 1-Nov-27
4682984 ISSAQUAH WA 98029 SFD 7.875 7 $2,436.23 360 1-Nov-27
4683270 SEATTLE WA 98178 SFD 7.875 7 $2,436.23 360 1-Nov-27
</TABLE>
COUNT: 61
WAC: 7.746840867
WAM: 357.4375723
WALTV: 75.10205338
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4627321 $224,852.82 75 0.250 0.016 0.859
4629416 $223,238.43 80 0.250 0.016 0.734
4641125 $315,713.43 79.25 0.250 0.016 0.609
4645679 $301,979.15 80 0.250 0.016 0.734
4650377 $318,574.99 80 0.250 0.016 0.484
4650510 $229,132.23 89.3 12 0.250 0.016 0.484
4653581 $264,299.54 45.3 0.250 0.016 0.859
4654041 $351,230.82 80 0.250 0.016 0.359
4654161 $344,844.80 90 1 0.250 0.016 0.359
4654178 $330,684.34 80 0.250 0.016 0.484
4654218 $249,827.95 80 0.250 0.016 0.609
4654310 $397,472.26 72.42 0.250 0.016 0.609
4654314 $399,168.73 60.61 0.250 0.016 0.609
4654354 $415,044.52 75.64 0.250 0.016 0.109
4654367 $246,256.86 95 24 0.250 0.016 0.234
4656170 $196,224.78 79.35 0.250 0.016 0.359
4656232 $394,877.18 88.98 6 0.250 0.016 0.609
4656241 $304,531.47 79.79 0.250 0.016 0
4656809 $306,927.83 80 0.250 0.016 0.359
4658164 $263,808.92 80 0.250 0.016 0.359
4658516 $287,354.76 77.84 0.250 0.016 0.234
4662905 $249,627.76 64.1 0.250 0.016 0.234
4663166 $299,788.26 75.95 0.250 0.016 0.484
4664634 $255,823.82 73.14 0.250 0.016 0.609
4664692 $291,467.41 87.31 12 0.250 0.016 0.484
4665068 $509,630.88 63.39 0.250 0.016 0.359
4665097 $219,718.84 60 0.250 0.016 0.359
4665175 $226,553.85 94.6 1 0.250 0.016 0.359
4665802 $216,033.52 76.77 0.250 0.016 0.609
4666081 $217,091.60 74.49 0.250 0.016 1.109
4666481 $779,519.18 62.25 0.250 0.016 0.734
4666898 $251,822.14 80 0.250 0.016 0.484
4668763 $303,774.38 80 0.250 0.016 0.234
4677376 $359,752.25 61.22 0.250 0.016 0.609
4677385 $345,496.98 78.64 0.250 0.016 0.484
4677572 $227,179.39 70 0.250 0.016 0.609
4677994 $448,651.54 75 0.250 0.016 0.234
4678026 $279,593.41 72.73 0.250 0.016 0.359
4678189 $346,520.83 79.77 0.250 0.016 0.609
4678194 $239,660.13 77.42 0.250 0.016 0.484
4679046 $299,553.31 71.43 0.250 0.016 0.234
4679110 $315,552.48 77.07 0.250 0.016 0.484
4679154 $223,674.71 80 0.250 0.016 0.359
4679955 $273,861.61 74.32 0.250 0.016 0.484
4679971 $236,664.36 55.12 0.250 0.016 0.484
4679979 $265,872.95 75 0.250 0.016 0.484
4680011 $285,167.02 60.08 0.250 0.016 0.234
4680039 $269,527.28 89.97 6 0.250 0.016 0.609
4680173 $239,660.13 77.42 0.250 0.016 0.484
4680693 $368,477.44 88.92 6 0.250 0.016 0.484
4680701 $255,628.24 89.82 6 0.250 0.016 0.359
4680722 $377,451.10 63 0.250 0.016 0.359
4681229 $233,061.05 68.65 0.250 0.016 0.359
4681263 $259,622.43 80 0.250 0.016 0.359
4681317 $329,577.67 77.65 0.250 0.016 0.984
4681325 $243,827.78 72.84 0.250 0.016 0.484
4681500 $299,782.86 68.18 0.250 0.016 0.359
4682553 $293,084.36 87.61 6 0.250 0.016 0.484
4682975 $347,507.17 57.05 0.250 0.016 0.484
4682984 $335,536.02 74.67 0.250 0.016 0.609
4683270 $335,536.02 73.04 0.250 0.016 0.609
$18,522,377.97
</TABLE>
<PAGE>
NASCOR
NMI / 1998-04 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- ------ -------- ------
4627321 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4629416 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4641125 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4645679 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4650377 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4650510 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4653581 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
4654041 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4654161 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4654178 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4654218 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4654310 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4654314 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4654354 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4654367 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4656170 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4656232 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4656241 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4656809 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4658164 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4658516 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4662905 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4663166 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4664634 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4664692 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665068 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4665097 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665175 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665802 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4666081 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4666481 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4666898 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4668763 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4677376 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4677385 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4677572 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4677994 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4678026 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4678189 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4678194 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4679046 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4679110 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4679154 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4679955 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4679971 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4679979 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680011 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680039 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680173 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680693 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680701 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680722 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681229 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681263 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681317 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681325 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681500 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4682553 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4682975 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4682984 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4683270 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
COUNT: 61
WAC: 7.746840867
WAM: 357.4375723
WALTV: 75.10205338
<PAGE>
EXHIBIT F-3A
[Schedule of Pool 2 Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-04A Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4645722 COSTA MESA CA 92626 SFD 7.75 6.75 $1,409.18 360 1-Sep-27
4646289 ATLANTA GA 30331 SFD 8.25 6.75 $1,934.89 360 1-Aug-27
4650035 KIRKLAND WA 98034 SFD 7.625 6.75 $2,223.19 360 1-Oct-27
4652532 TAMPA FL 33647 SFD 7.75 6.75 $2,192.22 360 1-Sep-27
4653064 HOLLYWOOD FL 33019 SFD 7.875 6.75 $1,603.85 360 1-Sep-27
4653140 TAMPA FL 33611 SFD 7.875 6.75 $1,834.43 360 1-Oct-27
4654342 SHOREWOOD MN 55331 SFD 7.625 6.75 $2,300.33 360 1-Dec-27
4655060 COLORADO SPRINGS CO 80907 SFD 7.375 6.75 $1,530.20 360 1-Oct-27
4655595 SARASOTA FL 34238 SFD 7.875 6.75 $1,711.16 360 1-Sep-27
4655623 MIAMI FL 33178 SFD 8.25 6.75 $1,661.43 360 1-Sep-27
4656951 SARASOTA FL 34241 SFD 8 6.75 $1,724.35 360 1-Sep-27
4657019 GERMANTOWN TN 38138 SFD 7.875 6.75 $1,734.73 360 1-Sep-27
4657485 NORTH AUGUSTA SC 29841 SFD 7.625 6.75 $1,591.90 360 1-Sep-27
4659717 TUALATIN OR 97062 SFD 7.375 6.75 $2,072.03 360 1-Dec-27
4660108 NORTH PLYMOUTH MN 55441 SFD 7.5 6.75 $2,097.65 360 1-Dec-27
4660743 MINNEAPOLIS MN 55403 HCO 7.625 6.75 $1,952.81 360 1-Dec-27
4662906 SHOREWOOD MN 55331 SFD 7.375 6.75 $1,795.76 360 1-Nov-27
4664509 YONKERS NY 10701 SFD 8.25 6.75 $3,035.11 360 1-Oct-27
4664537 AUSTIN TX 78734 SFD 7.875 6.75 $1,667.66 360 1-Oct-27
4664681 EVANS GA 30809 SFD 7.75 6.75 $2,020.28 360 1-Oct-27
4664784 FULLERTON CA 92832 SFD 7.5 6.75 $1,957.81 360 1-Nov-27
4664794 SAN RAMON CA 94583 SFD 8.375 6.75 $1,747.41 360 1-Oct-27
4665140 ADVANCE NC 27006 SFD 7.625 6.75 $1,576.97 360 1-Oct-27
4665194 TUCSON AZ 85749 SFD 8.125 6.75 $1,901.54 360 1-Oct-27
4665204 LIGHTHOUSE POINT FL 33064 SFD 8.25 6.75 $2,404.06 360 1-Oct-27
4665607 DAYTON OH 45440 SFD 7.25 6.75 $1,645.41 360 1-Oct-27
4665615 DALLAS TX 75252 SFD 6.75 6.484 $1,686.36 360 1-Sep-27
4666070 ATLANTA GA 30306 SFD 7.75 6.75 $2,341.24 360 1-Oct-27
4666373 REDDING CT 6896 SFD 8.25 6.75 $1,945.78 360 1-Oct-27
4666874 BELMONT CA 94002 SFD 7.75 6.75 $2,322.61 360 1-Sep-27
4666893 MT LAUREL NJ 8054 SFD 7.5 6.75 $1,025.05 360 1-Aug-27
4667078 ATLANTA GA 30328 SFD 7.625 6.75 $2,123.39 360 1-Jan-28
4667677 SHELBY TOWNSHIP MI 48316 SFD 8 6.75 $1,907.79 360 1-Jan-28
4668379 REDMOND WA 98052 SFD 7.75 6.75 $2,084.76 360 1-Nov-27
4668797 ATLANTA GA 30327 SFD 7.75 6.75 $2,097.66 360 1-Sep-27
4671361 ELKHART IN 46516 SFD 7.875 6.75 $1,722.04 360 1-Jan-28
4671868 COLUMBUS OH 43209 SFD 7.875 6.75 $2,135.33 360 1-Dec-27
4677458 NORTH BARRINGTON IL 60010 SFD 7.75 6.75 $1,791.03 360 1-Nov-27
4679998 LAKEWOOD CO 80228 SFD 7.5 6.75 $1,957.80 360 1-Nov-27
4681332 BIG PINE KEY FL 33043 SFD 7.875 6.75 $2,055.57 360 1-Nov-27
4683262 YARDLEY PA 19067 SFD 7 6.734 $1,631.65 360 1-Nov-27
4684885 SIGNAL MOUNTAIN TN 37377 SFD 7.25 6.75 $2,148.86 360 1-Nov-27
4684897 KNOXVILLE TN 37922 SFD 7.125 6.75 $1,643.87 360 1-Nov-27
4684902 NASHVILLE TN 37221 SFD 7.5 6.75 $2,337.48 360 1-Nov-27
4684941 CORONA CA 91719 SFD 7.75 6.75 $2,751.02 360 1-Nov-27
4684958 MORGAN HILL CA 95037 SFD 8 6.75 $2,043.90 360 1-Sep-27
4684963 SCOTTSDALE AZ 85260 SFD 8.125 6.75 $2,922.47 360 1-Nov-27
4684967 GREAT FALLS VA 22066 SFD 7.375 6.75 $2,458.81 360 1-Nov-27
4684970 SANTA ANA AREA CA 92705 SFD 7.5 6.75 $2,321.39 360 1-Dec-27
4684975 LOS ALAMITOS AREA CA 90720 SFD 8 6.75 $2,171.94 360 1-Dec-27
4684978 PARKLAND FL 33067 SFD 7.75 6.75 $2,751.03 360 1-Nov-27
4684983 NORTH READING MA 1864 SFD 8 6.75 $1,743.43 360 1-Dec-27
4684985 CLIFTON VA 20124 SFD 7.25 6.75 $671.27 360 1-Nov-27
4685003 SEATTLE WA 98105 SFD 7.75 6.75 $3,761.16 360 1-Nov-27
4685010 TUSTIN CA 92780 SFD 7.625 6.75 $1,458.06 360 1-Dec-27
4685022 MISSION VIEJO CA 92691 SFD 7.75 6.75 $1,202.86 360 1-Dec-27
4685027 ORANGE CA 92869 SFD 7.875 6.75 $1,856.18 360 1-Dec-27
4685034 DULUTH GA 30097 SFD 7.5 6.75 $2,608.08 360 1-Dec-27
4685042 HALF MOON BAY CA 94019 SFD 7.5 6.75 $1,943.82 360 1-Nov-27
4685313 ORLANDO FL 32819 SFD 7.875 6.75 $2,088.20 360 1-Nov-27
4685324 KNOXVILLE TN 37922 SFD 7.125 6.75 $1,682.95 360 1-Nov-27
4685347 RALEIGH NC 27615 SFD 7.25 6.75 $2,041.41 360 1-Nov-27
4685352 SANIBEL FL 33957 SFD 8 6.75 $2,001.71 360 1-Nov-27
4685358 WINTER SPRINGS FL 32708 SFD 7.75 6.75 $2,063.27 360 1-Nov-27
4685370 RALEIGH NC 27606 SFD 7.5 6.75 $2,116.17 360 1-Nov-27
4685489 EDMONDS WA 98026 SFD 7.875 6.75 $3,295.08 360 1-Nov-27
4685496 CROFTON MD 21114 SFD 7.25 6.75 $1,090.80 360 1-Nov-27
4685501 FOLSOM CA 95630 SFD 7.875 6.75 $1,363.13 360 1-Nov-27
4685511 NEWPORT BEACH CA 92660 SFD 8.125 6.75 $1,865.15 360 1-Dec-27
4685517 SAN JOSE CA 95138 SFD 7.75 6.75 $2,015.98 360 1-Oct-27
4685523 FORT MYERS BEACH FL 33931 HCO 7.625 6.75 $1,693.04 360 1-Dec-27
4685526 OAKTON VA 22124 SFD 7 6.734 $1,768.71 360 1-Dec-27
4685531 OLNEY MD 20872 SFD 7.625 6.75 $1,755.33 360 1-Nov-27
4685544 ORLANDO FL 32819 SFD 7.75 6.75 $1,862.68 360 1-Dec-27
4685561 COLLIERVILLE TN 38017 SFD 7.875 6.75 $1,827.17 360 1-Oct-27
4685571 CORAL GABLES FL 33146 SFD 7.75 6.75 $2,091.92 360 1-Nov-27
4685577 FRANKLIN TN 37064 SFD 7.375 6.75 $1,563.69 360 1-Nov-27
4685590 PARKER CO 80134 SFD 7.5 6.75 $1,713.08 360 1-Dec-27
4685592 PONTE VEDRA BEACH FL 32082 SFD 7.25 6.75 $1,705.44 360 1-Nov-27
4685603 WOODINVILLE WA 98072 SFD 7.375 6.75 $1,878.64 360 1-Nov-27
4685611 ELKO NV 89801 SFD 7.625 6.75 $1,783.64 360 1-Nov-27
4685615 RESTON VA 20191 SFD 7.5 6.75 $1,750.84 360 1-Dec-27
4685619 BOWIE MD 20720 SFD 7.375 6.75 $1,466.65 360 1-Nov-27
4685631 ACWORTH GA 30101 SFD 7.5 6.75 $1,905.71 360 1-Dec-27
4685633 APTOS CA 95003 SFD 7.75 6.75 $2,192.22 360 1-Nov-27
4685635 FREMONT CA 94536 SFD 8 6.75 $1,713.35 360 1-Nov-27
4685649 YORBA LINDA CA 92887 SFD 7.375 6.75 $1,945.62 360 1-Dec-27
4685650 WINDSOR CA 95492 SFD 8.5 6.75 $1,884.61 360 1-Nov-27
4685654 TUSTIN CA 92782 LCO 7.875 6.75 $1,965.66 360 1-Dec-27
4685657 CANTON GA 30114 SFD 7.25 6.75 $1,704.76 360 1-Dec-27
4685658 NAGS HEAD NC 27959 SFD 7.625 6.75 $2,500.99 360 1-Nov-27
4685659 HENDERSON NV 89015 SFD 7.875 6.75 $1,870.68 360 1-Dec-27
4685661 CAMBRIDGE MA 2140 SFD 7.875 6.75 $1,740.17 360 1-Dec-27
4685662 SPRINGFIELD VA 22151 SFD 7.75 6.75 $1,866.98 360 1-Dec-27
4685663 FAIRFAX VA 22033 SFD 7.375 6.75 $1,585.80 360 1-Dec-27
4685664 LAPLATA MD 20646 SFD 7.5 6.75 $1,922.84 360 1-Dec-27
4686053 COLUMBIA SC 29212 SFD 7.875 6.75 $1,725.67 360 1-Nov-27
4686062 ORANGE PARK FL 32073 SFD 7.75 6.75 $2,001.66 360 1-Nov-27
4686073 ATLANTA GA 30350 SFD 7.5 6.75 $2,169.46 240 1-Nov-17
4686086 RALEIGH NC 27614 SFD 7.25 6.75 $1,991.95 360 1-Nov-27
4686095 VALRICO FL 33594 SFD 7.5 6.75 $1,783.00 360 1-Nov-27
4686107 ATLANTA GA 30306 SFD 7.5 6.75 $2,202.53 360 1-Nov-27
4686117 ALPHARETTA GA 30004 SFD 7.375 6.75 $2,790.33 360 1-Nov-27
4686126 SAINT SIMONS ISLAND GA 31522 SFD 7.375 6.75 $1,642.43 360 1-Dec-27
4686141 BIRMINGHAM AL 35223 SFD 7.625 6.75 $1,911.04 360 1-Nov-27
4686156 UNION CITY CA 94587 SFD 8 6.75 $1,777.54 360 1-Oct-27
4686162 MENLO PARK CA 94025 SFD 7.5 6.75 $1,817.96 360 1-Nov-27
4686164 SAN JOSE CA 95138 SFD 7.625 6.75 $2,321.56 360 1-Nov-27
4686170 ALAMO CA 94507 SFD 7.75 6.75 $3,223.86 360 1-Dec-27
4686175 MERIDIAN ID 83642 SFD 7.625 6.75 $2,151.70 360 1-Dec-27
4686180 ATLANTA GA 30342 SFD 7.375 6.75 $1,761.23 360 1-Nov-27
4686185 WOODLAND PARK CO 80863 SFD 7.25 6.75 $1,705.45 360 1-Dec-27
4686190 GARLAND TX 75044 SFD 8.125 6.75 $994.20 360 1-Nov-27
4686192 PARKLAND FL 33076 SFD 8 6.75 $2,446.38 360 1-Dec-27
4686197 LOS ANGELES CA 90025 SFD 7.625 6.75 $2,250.79 360 1-Dec-27
4686202 PLEASANTON CA 94566 SFD 8.125 6.75 $1,989.90 360 1-Dec-27
4686207 SAN FRANCISCO CA 94110 SFD 7.625 6.75 $2,310.95 360 1-Nov-27
4686208 ATLANTA GA 30306 SFD 7.625 6.75 $1,840.27 360 1-Dec-27
4686209 BERKELEY CA 94708 SFD 8.25 6.75 $2,229.76 360 1-Oct-27
4686214 COLUMBIA MD 21044 SFD 7.875 6.75 $2,369.53 360 1-Dec-27
4686219 ATLANTA GA 30309 HCO 8.125 6.75 $1,798.70 360 1-Dec-27
4686221 DANVILLE CA 94526 SFD 7.625 6.75 $2,746.24 360 1-Dec-27
4686225 SAN JOSE CA 95138 SFD 7.75 6.75 $2,477.00 360 1-Dec-27
4686228 MARTINEZ CA 94553 SFD 7.75 6.75 $1,332.53 360 1-Nov-27
4686230 AUSTIN TX 78746 SFD 7.25 6.75 $1,875.98 360 1-Dec-27
4686569 ATHENS GA 30606 SFD 7.375 6.75 $2,762.70 360 1-Nov-27
4686596 MIAMI FL 33156 SFD 7.75 6.75 $1,805.36 360 1-Nov-27
4686608 APEX NC 27502 SFD 7.375 6.75 $2,677.06 360 1-Nov-27
4686611 RALEIGH NC 27612 SFD 7.375 6.75 $2,033.35 360 1-Nov-27
4686616 HOLLY SPRINGS NC 27540 SFD 7.375 6.75 $1,920.08 360 1-Nov-27
4686620 KNOXVILLE TN 37922 SFD 7.375 6.75 $2,393.19 360 1-Nov-27
4686632 MIAMI FL 33176 SFD 7.75 6.75 $2,980.27 360 1-Nov-27
4686638 ATLANTA GA 30328 SFD 7.625 6.75 $1,810.19 360 1-Oct-27
4686876 SAN JOSE CA 95135 SFD 7.5 6.75 $2,097.65 360 1-Nov-27
4686888 MANSFIELD TX 76063 SFD 7.75 6.75 $1,647.75 360 1-Nov-27
4686916 HOPKINTON MA 1748 SFD 7.5 6.75 $2,237.48 360 1-Nov-27
4686926 SOUTHERN PINES NC 28387 SFD 7.75 6.75 $1,791.03 360 1-Oct-27
4686948 CHICAGO IL 60615 SFD 8 6.75 $2,593.86 360 1-Nov-27
4687006 POULSBO WA 98370 SFD 7.75 6.75 $1,748.05 360 1-Nov-27
4687013 CHARLOTTE NC 28270 SFD 7.5 6.75 $1,961.29 360 1-Nov-27
4687023 SMITHFIELD VA 23430 SFD 7.5 6.75 $1,809.21 360 1-Nov-27
4687035 COLORADOSPRINGS CO 80919 SFD 7.625 6.75 $1,956.70 360 1-Nov-27
4687042 BELMONT NC 28012 SFD 7.75 6.75 $1,647.74 360 1-Nov-27
4687095 RIDGELAND MS 29157 SFD 8 6.75 $1,650.98 360 1-Nov-27
4687098 ALEXANDRIA VA 22301 SFD 7.75 6.75 $2,303.98 360 1-Nov-27
4687152 DAYTONA BEACH FL 32124 SFD 7.75 6.75 $2,198.67 360 1-Nov-27
4687161 BIRMINGHAM AL 35243 SFD 7.5 6.75 $2,363.35 360 1-Nov-27
4687181 GILBERT AZ 85296 SFD 8 6.75 $1,929.81 360 1-Dec-27
4687187 SAN JOSE CA 95128 SFD 8.375 6.75 $2,467.96 360 1-Nov-27
4687194 CLEMMONS NC 27012 SFD 7.5 6.75 $1,699.10 360 1-Nov-27
4687205 MORRISTOWN NJ 7860 SFD 7.875 6.75 $2,175.20 360 1-Nov-27
4687409 ALBUQUERQUE NM 87112 SFD 7.5 6.75 $1,594.21 360 1-Nov-27
4687445 MORRIS TOWNSHIP NJ 7980 SFD 7.75 6.75 $1,919.98 360 1-Dec-27
4687450 PHOENIX AZ 85048 SFD 7.75 6.75 $2,467.33 360 1-Nov-27
4687457 DALLAS TX 75243 SFD 7.75 6.75 $1,654.92 360 1-Nov-27
4687462 WILMINGTON NC 28405 SFD 7.25 6.75 $2,049.60 360 1-Nov-27
4687466 THOUSAND OAKS CA 91361 SFD 7.875 6.75 $2,363.73 360 1-Nov-27
4687470 MOORPARK CA 93021 SFD 7.875 6.75 $2,558.05 360 1-Nov-27
4687492 PHOENIX AZ 85018 SFD 8 6.75 $2,403.08 360 1-Nov-27
4687501 SCOTTSDALE AZ 85260 SFD 7.5 6.75 $2,015.14 360 1-Nov-27
4687511 SALINAS CA 93908 SFD 7.75 6.75 $1,633.42 360 1-Nov-27
4687712 FAIRFIELD CT 6430 SFD 7.375 6.75 $3,211.64 360 1-Nov-27
4687738 KATONAH NY 10536 SFD 7.75 6.75 $2,256.69 360 1-Oct-27
4687769 HOBOKEN NJ 7030 SFD 8 6.75 $2,568.18 360 1-Dec-27
4687775 NAPLES FL 34102 SFD 7.375 6.75 $4,026.64 360 1-Nov-27
4687781 CONCORD NC 28027 SFD 7.5 6.75 $1,647.00 360 1-Nov-27
4687791 AMBLER PA 19002 SFD 7.125 6.75 $2,189.58 360 1-Nov-27
4687820 SACRAMENTO CA 95829 SFD 8 6.75 $968.20 360 1-Nov-27
4687824 MARIETTA GA 30062 SFD 7.75 6.75 $2,149.23 360 1-Nov-27
4687830 CHESTER NJ 7930 SFD 8 6.75 $5,018.65 240 1-Dec-17
4687832 TRAPPE MD 21673 SFD 7.875 6.75 $2,530.50 360 1-Dec-27
4687835 NANTUCKET MA 2554 SFD 7.75 6.75 $3,202.36 360 1-Nov-27
4687840 DUNWOODY GA 30338 SFD 8 6.75 $1,753.70 360 1-Sep-27
4687843 LONG BEACH CA 90814 SFD 7.75 6.75 $1,432.82 360 1-Dec-27
4687861 FLORENCE SC 29501 SFD 7.625 6.75 $1,868.57 360 1-Nov-27
4687863 STERLING VA 20165 SFD 7.875 6.75 $1,706.82 360 1-Dec-27
4687867 SACRAMENTO CA 95818 SFD 7.75 6.75 $1,633.42 360 1-Dec-27
4687869 WESTFIELD NJ 7090 SFD 8 6.75 $2,406.74 360 1-Nov-27
4688005 MORGAN HILL CA 95037 SFD 8 6.75 $1,939.34 360 1-Dec-27
4688006 SAN JOSE CA 95117 SFD 7.75 6.75 $2,256.70 360 1-Nov-27
4688009 CAREFREE AZ 85377 SFD 7.75 6.75 $2,543.27 360 1-Dec-27
4688010 GREENWOOD SC 29649 SFD 7.75 6.75 $1,804.64 360 1-Dec-27
4688012 LITTLETON CO 80125 SFD 7.375 6.75 $2,797.24 360 1-Nov-27
4688015 SALINAS CA 93508 SFD 7.25 6.75 $3,001.57 360 1-Nov-27
4688228 TAMPA FL 33809 SFD 7.625 6.75 $2,123.38 360 1-Nov-27
4688234 NORTH KINGSTOWN RI 2874 SFD 7.625 6.75 $1,698.71 360 1-Nov-27
4688241 PISCATAWAY NJ 8854 SFD 7.75 6.75 $1,901.36 360 1-Nov-27
4688246 NASHVILLE TN 37221 SFD 7.25 6.75 $1,910.10 360 1-Nov-27
4688330 BOSTON MA 2114 HCO 8 6.75 $2,421.43 360 1-Sep-27
4689457 JACKSONVILLE FL 32225 SFD 7.75 6.75 $1,977.30 360 1-Dec-27
4689460 CUPERTINO CA 95014 SFD 7.625 6.75 $2,654.23 360 1-Nov-27
4689463 SANTA CLARA CA 95051 SFD 8.125 6.75 $3,148.19 360 1-Nov-27
4689466 SPRING LAKE NJ 7782 SFD 7.75 6.75 $2,077.59 360 1-Dec-27
4689468 SEATTLE WA 98155 SFD 7.625 6.75 $2,229.56 360 1-Nov-27
4689471 WILTON CT 6897 SFD 7.625 6.75 $3,155.34 360 1-Nov-27
4689472 SAN JOSE CA 95132 SFD 7.875 6.75 $2,505.12 360 1-Nov-27
4689476 FORT MYERS FL 33913 SFD 7.75 6.75 $1,834.01 360 1-Nov-27
4689484 PLEASANTON CA 94566 SFD 8.125 6.75 $2,569.05 360 1-Nov-27
4689512 NEWTON MA 2160 LCO 7.625 6.75 $2,158.77 360 1-Nov-27
4689516 MCLEAN VA 22101 SFD 7.75 6.75 $4,538.47 360 1-Nov-27
4689529 WOODBRIDGE CT 6525 SFD 7.625 6.75 $1,727.02 360 1-Dec-27
4689563 BARTLETT IL 60103 SFD 8 6.75 $1,624.56 360 1-Nov-27
4689586 OAKLAND CA 94618 SFD 7.375 6.75 $1,809.57 360 1-Dec-27
4689670 COLUMBIA SC 29212 SFD 7.375 6.75 $1,623.09 360 1-Dec-27
4689672 SAVANNAH GA 31411 SFD 7.375 6.75 $2,821.41 360 1-Nov-27
4689755 PORTLAND OR 97214 SFD 7.5 6.75 $1,783.00 360 1-Nov-27
4689764 ISSAQUAH WA 98029 SFD 7.875 6.75 $2,421.74 360 1-Dec-27
4689767 SAN JOSE CA 95120 SFD 7.375 6.75 $2,065.12 360 1-Nov-27
4689773 MIAMI FL 33156 SFD 7.875 6.75 $1,962.77 360 1-Nov-27
4689796 RANDOLPH NJ 7845 SFD 7.75 6.75 $1,931.44 360 1-Dec-27
4689809 ALBUQUERQUE NM 87111 SFD 7.5 6.75 $1,573.24 360 1-Nov-27
4689810 BELMONT CA 94002 SFD 7.5 6.75 $1,879.49 360 1-Nov-27
4689815 PHOENIX AZ 85016 SFD 8 6.75 $1,871.10 360 1-Nov-27
4689829 SAN FRANCISCO CA 94116 SFD 8 6.75 $2,050.88 360 1-Dec-27
4689843 LANGLEY WA 98260 SFD 7.875 6.75 $1,595.16 360 1-Dec-27
4689844 WINTER PARK FL 32789 SFD 7.625 6.75 $1,751.08 360 1-Dec-27
4689854 ATLANTA GA 30306 SFD 7.5 6.75 $1,736.84 360 1-Nov-27
4689862 SUNNYVALE CA 94087 SFD 7.5 6.75 $1,678.12 360 1-Nov-27
4689871 LITTLETON CO 80124 SFD 7.625 6.75 $2,206.91 360 1-Nov-27
4689872 TUCSON AZ 85718 SFD 7.5 6.75 $1,789.99 360 1-Nov-27
4689876 SAN JOSE CA 95139 SFD 8 6.75 $1,834.42 360 1-Nov-27
4689880 SAN RAMON CA 94583 SFD 7.625 6.75 $2,070.66 360 1-Nov-27
4689886 GROSSE ILE MI 48138 SFD 8.125 6.75 $1,930.50 360 1-Dec-27
4690042 LAKE FOREST CA 92630 SFD 7.875 6.75 $1,848.93 360 1-Nov-27
4690050 UNIVERSITY PLACE WA 98467 SFD 7.75 6.75 $2,865.65 360 1-Nov-27
4690063 SEATTLE WA 98107 SFD 7.5 6.75 $1,762.03 360 1-Nov-27
4690081 WINSTON SALEM NC 27106 SFD 7.875 6.75 $1,841.67 360 1-Nov-27
4690089 CUPERTINO CA 95014 SFD 8.375 6.75 $3,040.29 360 1-Dec-27
4690093 ST GEORGE UT 84790 SFD 7.75 6.75 $2,120.59 360 1-Nov-27
4690096 CAVE CREEK AZ 85331 SFD 7.75 6.75 $3,331.32 360 1-Nov-27
4690099 WASHINGTON TOWNSHIP NJ 7675 SFD 7.75 6.75 $2,041.05 360 1-Nov-27
4690104 BOCA RATON FL 33429 SFD 8.25 6.75 $1,893.20 360 1-Nov-27
4690117 POMONA NY 10970 SFD 8 6.75 $1,907.78 360 1-Nov-27
4690122 SPRINGBORO OH 45066 SFD 8.25 6.75 $2,231.27 360 1-Dec-27
4690151 LAKE OSWEGO OR 97034 SFD 7.25 6.75 $1,534.90 360 1-Nov-27
4690199 WILLIAMSBURG VA 23188 SFD 7.25 6.75 $2,056.76 360 1-Nov-27
4690200 BRENTWOOD TN 37027 SFD 7.75 6.75 $2,228.04 360 1-Nov-27
4690207 PACIFICA CA 94044 SFD 7.5 6.75 $2,097.65 360 1-Dec-27
4690208 FREMONT CA 94539 SFD 7.75 6.75 $3,534.07 360 1-Nov-27
4690218 FREMONT CA 94539 SFD 8.125 6.75 $2,218.59 360 1-Nov-27
4690223 SACRAMENTO CA 95864 SFD 7.625 6.75 $1,840.27 360 1-Nov-27
4690224 RARITAN TOWNSHIP NJ 8551 SFD 7.125 6.75 $2,095.27 360 1-Nov-27
4690231 BETHEL CT 6801 SFD 7.75 6.75 $2,288.22 360 1-Nov-27
4690857 RIVERSIDE CT 6878 SFD 7.75 6.75 $1,845.47 360 1-Dec-27
4691947 ROSWELL GA 30076 SFD 7.5 6.75 $1,829.15 360 1-Dec-27
4691957 ALTAMONTE SPRINGS FL 32701 SFD 7.625 6.75 $2,654.23 360 1-Dec-27
</TABLE>
COUNT: 246
WAC: 7.69381478
WAM: 356.8059731
WALTV: 76.55038088
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4645722 $196,139.30 79.99 0.250 0.016 0.734
4646289 $256,717.47 78.69 0.250 0.016 1.234
4650035 $313,413.62 90 0.250 0.016 0.609
4652532 $305,127.72 90 0.250 0.016 0.734
4653064 $220,310.88 94.73 0.250 0.016 0.859
4653140 $252,474.21 79.06 0.250 0.016 0.859
4654342 $324,764.77 67.71 13 0.250 0.016 0.609
4655060 $221,041.11 79.13 0.250 0.016 0.359
4655595 $235,343.93 80 0.250 0.016 0.859
4655623 $220,580.07 79.98 12 0.250 0.016 1.234
4656951 $234,362.94 69.12 0.250 0.016 0.984
4657019 $238,074.50 75 13 0.250 0.016 0.859
4657485 $224,252.63 87.17 0.250 0.016 0.609
4659717 $299,771.72 70.59 0.250 0.016 0.359
4660108 $299,777.35 73.49 0.250 0.016 0.484
4660743 $275,700.30 79.05 0.250 0.016 0.609
4662906 $259,602.90 60.19 0.250 0.016 0.359
4664509 $402,793.70 79.22 0.250 0.016 1.234
4664537 $229,522.03 92 0.250 0.016 0.859
4664681 $281,399.04 75.2 12 0.250 0.016 0.734
4664784 $279,792.19 80 0.250 0.016 0.484
4664794 $229,468.30 95 0.250 0.016 1.359
4665140 $222,111.21 79.86 0.250 0.016 0.609
4665194 $255,594.00 89.86 0.250 0.016 1.109
4665204 $319,383.60 80 0.250 0.016 1.234
4665607 $240,521.93 79.6 0.250 0.016 0.234
4665615 $259,096.97 75.36 0.250 0.016 0.000
4666070 $326,103.54 79.9 0.250 0.016 0.734
4666373 $258,501.13 63.17 0.250 0.016 1.234
4666874 $323,275.82 80 12 0.250 0.016 0.734
4666893 $146,049.16 79.99 12 0.250 0.016 0.484
4667078 $300,000.00 74.07 0.250 0.016 0.609
4667677 $260,000.00 59.09 11 0.250 0.016 0.984
4668379 $290,006.93 78.65 0.250 0.016 0.734
4668797 $291,965.32 80 0.250 0.016 0.734
4671361 $237,500.00 95 0.250 0.016 0.859
4671868 $294,297.33 95 0.250 0.016 0.859
4677458 $249,523.46 69.44 0.250 0.016 0.734
4679998 $279,583.10 72.53 0.250 0.016 0.484
4681332 $283,108.52 89.15 0.250 0.016 0.859
4683262 $244,846.77 90 12 0.250 0.016 0.000
4684885 $314,507.05 73.26 0.250 0.016 0.234
4684897 $243,608.60 75.08 0.250 0.016 0.109
4684902 $333,802.24 89.15 0.250 0.016 0.484
4684941 $383,456.21 80 0.250 0.016 0.734
4684958 $277,794.89 79.81 12 0.250 0.016 0.984
4684963 $393,083.32 77.94 0.250 0.016 1.109
4684967 $355,456.55 79.11 0.250 0.016 0.359
4684970 $331,753.61 80 0.250 0.016 0.484
4684975 $295,801.39 80 0.250 0.016 0.984
4684978 $383,456.19 76.8 0.250 0.016 0.734
4684983 $237,440.57 83.37 0.250 0.016 0.984
4684985 $98,246.00 76.28 0.250 0.016 0.234
4685003 $524,256.54 71.92 0.250 0.016 0.734
4685010 $205,850.90 80 0.250 0.016 0.609
4685022 $167,781.49 79.95 11 0.250 0.016 0.734
4685027 $255,823.82 80 0.250 0.016 0.859
4685034 $372,723.17 58.74 0.250 0.016 0.484
4685042 $277,539.53 79.43 0.250 0.016 0.484
4685313 $287,602.30 80 0.250 0.016 0.859
4685324 $249,399.29 66.61 0.250 0.016 0.109
4685347 $298,781.71 95 0.250 0.016 0.234
4685352 $272,432.70 79.77 0.250 0.016 0.984
4685358 $287,592.15 74.81 0.250 0.016 0.734
4685370 $302,199.38 79.64 0.250 0.016 0.484
4685489 $453,822.45 79.79 0.250 0.016 0.859
4685496 $159,649.77 78.77 0.250 0.016 0.234
4685501 $187,740.39 80 0.250 0.016 0.859
4685511 $251,035.68 78.5 12 0.250 0.016 1.109
4685517 $280,800.33 79.94 0.250 0.016 0.734
4685523 $239,026.88 74.75 12 0.250 0.016 0.609
4685526 $265,632.08 74.99 0.250 0.016 0.000
4685531 $247,639.86 78.98 0.250 0.016 0.609
4685544 $259,816.49 62.65 13 0.250 0.016 0.734
4685561 $251,652.02 78.75 0.250 0.016 0.859
4685571 $291,586.49 66.36 0.250 0.016 0.734
4685577 $226,054.40 79.44 0.250 0.016 0.359
4685590 $244,531.25 66.22 0.250 0.016 0.484
4685592 $248,306.40 50.71 12 0.250 0.016 0.234
4685603 $271,584.78 77.71 0.250 0.016 0.359
4685611 $251,607.90 90 0.250 0.016 0.609
4685615 $250,214.16 80 0.250 0.016 0.484
4685619 $212,025.84 79.98 0.250 0.016 0.359
4685631 $272,347.73 79.69 1 0.250 0.016 0.484
4685633 $305,566.67 89.74 0.250 0.016 0.734
4685635 $233,185.61 79.97 0.250 0.016 0.984
4685649 $281,485.66 90 6 0.250 0.016 0.359
4685650 $244,801.98 79.58 0.250 0.016 1.484
4685654 $270,913.43 79.97 0.250 0.016 0.859
4685657 $249,705.05 69.42 0.250 0.016 0.234
4685658 $352,836.88 67.95 0.250 0.016 0.609
4685659 $257,822.45 73.71 11 0.250 0.016 0.859
4685661 $239,834.83 80 0.250 0.016 0.859
4685662 $260,416.06 79.94 12 0.250 0.016 0.734
4685663 $229,425.28 80 0.250 0.016 0.359
4685664 $272,372.76 78.57 0.250 0.016 0.484
4686053 $237,671.34 87.5 0.250 0.016 0.859
4686062 $278,525.68 84.67 0.250 0.016 0.734
4686073 $268,324.30 69.05 0.250 0.016 0.484
4686086 $291,543.06 80 0.250 0.016 0.234
4686095 $254,620.32 72.44 12 0.250 0.016 0.484
4686107 $314,530.98 75 12 0.250 0.016 0.484
4686117 $402,522.87 80 12 0.250 0.016 0.359
4686126 $237,619.05 79.27 13 0.250 0.016 0.359
4686141 $269,094.11 76.06 0.250 0.016 0.609
4686156 $241,759.13 95 12 0.250 0.016 0.984
4686162 $259,612.87 61.9 0.250 0.016 0.484
4686164 $327,523.71 80 0.250 0.016 0.609
4686170 $449,682.39 72 0.250 0.016 0.734
4686175 $303,779.97 80 11 0.250 0.016 0.609
4686180 $254,610.72 77.27 0.250 0.016 0.359
4686185 $249,804.97 78.74 0.250 0.016 0.234
4686190 $133,673.89 76.95 12 0.250 0.016 1.109
4686192 $333,176.29 89.99 0.250 0.016 0.984
4686197 $317,768.84 79.96 0.250 0.016 0.609
4686202 $267,824.68 80 6 0.250 0.016 1.109
4686207 $326,025.87 79.25 0.250 0.016 0.609
4686208 $259,811.81 73.24 0.250 0.016 0.609
4686209 $296,228.31 80 0.250 0.016 1.234
4686214 $326,575.10 78.75 0.250 0.016 0.859
4686219 $242,091.53 93.17 0.250 0.016 1.109
4686221 $387,719.18 80 0.250 0.016 0.609
4686225 $345,505.97 79.94 0.250 0.016 0.734
4686228 $185,736.59 75 0.250 0.016 0.734
4686230 $274,785.48 57.89 13 0.250 0.016 0.234
4686569 $398,913.33 72.73 0.250 0.016 0.359
4686596 $251,643.13 80 0.250 0.016 0.734
4686608 $382,919.70 85 0.250 0.016 0.359
4686611 $293,950.59 80 0.250 0.016 0.359
4686616 $277,570.59 71.28 0.250 0.016 0.359
4686620 $345,971.06 90 0.250 0.016 0.359
4686632 $415,410.90 80 0.250 0.016 0.734
4686638 $255,029.75 73.39 0.250 0.016 0.609
4686876 $299,553.31 74.45 0.250 0.016 0.484
4686888 $229,674.29 79.58 0.250 0.016 0.734
4686916 $319,523.56 65.31 0.250 0.016 0.484
4686926 $249,106.29 76.45 0.250 0.016 0.734
4686948 $353,024.04 89.99 0.250 0.016 0.984
4687006 $243,654.45 79.74 0.250 0.016 0.734
4687013 $280,082.37 59.05 0.250 0.016 0.484
4687023 $258,364.76 75 0.250 0.016 0.484
4687035 $275,847.28 79.99 0.250 0.016 0.609
4687042 $229,674.31 69.7 0.250 0.016 0.734
4687095 $224,697.03 60.32 1 0.250 0.016 0.984
4687098 $321,144.57 79.9 0.250 0.016 0.734
4687152 $306,113.12 68.2 0.250 0.016 0.734
4687161 $336,493.61 62.59 0.250 0.016 0.484
4687181 $262,823.52 75.14 6 0.250 0.016 0.984
4687187 $324,294.95 80 0.250 0.016 1.359
4687194 $242,638.17 90 1 0.250 0.016 0.484
4687205 $299,585.73 88.24 0.250 0.016 0.859
4687409 $227,660.52 80 0.250 0.016 0.484
4687445 $267,810.85 82.46 0.250 0.016 0.734
4687450 $343,912.27 69.44 0.250 0.016 0.734
4687457 $230,574.13 73.33 0.250 0.016 0.734
4687462 $299,979.82 75.11 0.250 0.016 0.234
4687466 $325,549.82 79.51 0.250 0.016 0.859
4687470 $352,312.81 79.82 0.250 0.016 0.859
4687492 $327,059.04 74.43 0.250 0.016 0.984
4687501 $287,770.88 75.84 1 0.250 0.016 0.484
4687511 $227,530.92 95 0.250 0.016 0.734
4687712 $464,290.17 50.82 0.250 0.016 0.359
4687738 $314,328.73 59.32 0.250 0.016 0.734
4687769 $349,765.15 77.26 0.250 0.016 0.984
4687775 $581,130.69 74.74 0.250 0.016 0.359
4687781 $235,199.28 84.13 0.250 0.016 0.484
4687791 $324,478.67 78.88 0.250 0.016 0.109
4687820 $131,772.35 79.01 13 0.250 0.016 0.984
4687824 $299,575.17 48.39 0.250 0.016 0.734
4687830 $598,981.35 64.52 0.250 0.016 0.984
4687832 $348,759.81 73.47 0.250 0.016 0.859
4687835 $446,367.00 74.5 0.250 0.016 0.734
4687840 $238,352.08 66.39 0.250 0.016 0.984
4687843 $199,858.85 80 0.250 0.016 0.734
4687861 $263,616.65 75.86 1 0.250 0.016 0.609
4687863 $235,237.99 78.99 0.250 0.016 0.859
4687867 $227,839.08 73.55 0.250 0.016 0.734
4687869 $327,558.39 80 0.250 0.016 0.984
4688005 $264,122.66 76.17 0.250 0.016 0.984
4688006 $314,151.98 74.64 0.250 0.016 0.734
4688009 $354,749.44 71 0.250 0.016 0.734
4688010 $251,722.21 68.08 0.250 0.016 0.734
4688012 $404,381.75 87.66 0.250 0.016 0.359
4688015 $439,311.45 80 0.250 0.016 0.234
4688228 $299,564.35 77.92 0.250 0.016 0.609
4688234 $239,651.48 80 0.250 0.016 0.609
4688241 $265,024.15 78.06 0.250 0.016 0.734
4688246 $279,767.43 80 0.250 0.016 0.234
4688330 $329,105.38 77.65 6 0.250 0.016 0.984
4689457 $275,805.20 80 6 0.250 0.016 0.734
4689460 $374,455.44 65.33 0.250 0.016 0.609
4689463 $423,443.41 80 0.250 0.016 1.109
4689466 $289,795.32 50.22 1 0.250 0.016 0.734
4689468 $314,542.55 75 0.250 0.016 0.609
4689471 $444,889.07 78.9 0.250 0.016 0.609
4689472 $344,524.76 79.79 0.250 0.016 0.859
4689476 $255,587.15 89.82 0.250 0.016 0.734
4689484 $345,545.79 75.71 0.250 0.016 1.109
4689512 $304,557.10 89.97 11 0.250 0.016 0.609
4689516 $632,602.88 76.79 11 0.250 0.016 0.734
4689529 $243,823.40 80 0.250 0.016 0.609
4689563 $221,101.89 86.82 0.250 0.016 0.984
4689586 $261,800.64 37.43 0.250 0.016 0.359
4689670 $234,821.18 65.55 0.250 0.016 0.359
4689672 $407,876.41 48.06 0.250 0.016 0.359
4689755 $254,620.32 68.92 11 0.250 0.016 0.484
4689764 $333,517.48 67.47 0.250 0.016 0.859
4689767 $298,543.57 49.92 0.250 0.016 0.359
4689773 $270,124.86 88.75 11 0.250 0.016 0.859
4689796 $269,409.72 80 0.250 0.016 0.734
4689809 $224,370.69 70.31 0.250 0.016 0.484
4689810 $268,399.77 80 11 0.250 0.016 0.484
4689815 $254,656.66 78.46 0.250 0.016 0.984
4689829 $279,312.45 82.33 0.250 0.016 0.984
4689843 $219,848.59 50.69 1 0.250 0.016 0.859
4689844 $247,220.93 67.23 0.250 0.016 0.609
4689854 $248,030.17 90 0.250 0.016 0.484
4689862 $239,642.65 48 0.250 0.016 0.484
4689871 $310,715.89 78.76 0.250 0.016 0.609
4689872 $255,407.12 58.45 0.250 0.016 0.484
4689876 $249,663.38 49.5 0.250 0.016 0.984
4689880 $292,125.16 84.99 0.250 0.016 0.609
4689886 $259,829.92 74.29 1 0.250 0.016 1.109
4690042 $254,647.87 88.54 1 0.250 0.016 0.859
4690050 $399,433.54 73.13 0.250 0.016 0.734
4690063 $251,624.77 73.68 0.250 0.016 0.484
4690081 $253,649.27 57.08 0.250 0.016 0.859
4690089 $399,751.38 75.47 0.250 0.016 1.359
4690093 $295,391.04 74.94 0.250 0.016 0.734
4690096 $463,908.81 73.81 0.250 0.016 0.734
4690099 $284,496.56 87.69 0.250 0.016 0.734
4690104 $251,100.56 92.99 0.250 0.016 1.234
4690117 $259,649.93 92.86 0.250 0.016 0.984
4690122 $296,810.61 90 1 0.250 0.016 1.234
4690151 $224,647.89 61.64 0.250 0.016 0.234
4690199 $301,028.17 90 0.250 0.016 0.234
4690200 $310,559.58 79.34 0.250 0.016 0.734
4690207 $299,777.35 72.82 0.250 0.016 0.484
4690208 $492,601.41 60.9 0.250 0.016 0.734
4690218 $298,407.75 90 0.250 0.016 1.109
4690223 $259,622.43 64.68 0.250 0.016 0.609
4690224 $310,501.11 72.33 0.250 0.016 0.109
4690231 $318,947.68 90 0.250 0.016 0.734
4690857 $257,418.20 77.59 0.250 0.016 0.734
4691947 $261,405.85 70 0.250 0.016 0.484
4691957 $374,728.58 75 0.250 0.016 0.609
$71,301,130.66
</TABLE>
<PAGE>
NASCOR
NMI / 1998-04A Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- ------ -------- ------
4645722 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4646289 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4650035 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4652532 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4653064 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4653140 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4654342 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4655060 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4655595 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4655623 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4656951 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4657019 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4657485 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4659717 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4660108 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4660743 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4662906 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4664509 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4664537 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4664681 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4664784 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4664794 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665140 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665194 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665204 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665607 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4665615 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4666070 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4666373 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4666874 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4666893 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4667078 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4667677 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4668379 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4668797 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4671361 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4671868 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4677458 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4679998 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4681332 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4683262 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684885 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684897 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684902 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684941 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684958 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684963 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684967 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684970 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684975 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684978 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684983 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4684985 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685003 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685010 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685022 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685027 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685034 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685042 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685313 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685324 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685347 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685352 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685358 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685370 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685489 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685496 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685501 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685511 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685517 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685523 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685526 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685531 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685544 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685561 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685571 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685577 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685590 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685592 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685603 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685611 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685615 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685619 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685631 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685633 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685635 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685649 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685650 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685654 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685657 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685658 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685659 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685661 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685662 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685663 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4685664 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686053 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686062 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686073 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686086 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686095 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686107 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686117 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686126 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686141 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686156 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686162 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686164 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686170 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686175 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686180 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686185 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686190 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686192 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686197 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686202 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686207 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686208 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686209 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686214 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686219 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686221 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686225 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686228 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686230 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686569 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686596 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686608 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686611 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686616 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686620 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686632 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686638 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686876 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686888 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686916 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686926 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4686948 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687006 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687013 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687023 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687035 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687042 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687095 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687098 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687152 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687161 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687181 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687187 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687194 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687205 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687409 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687445 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687450 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687457 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687462 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687466 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687470 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687492 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687501 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687511 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687712 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687738 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687769 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687775 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687781 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687791 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687820 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687824 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687830 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687832 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687835 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687840 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687843 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687861 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687863 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687867 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4687869 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688005 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688006 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688009 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688010 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688012 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688015 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688228 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688234 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4688241 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4688246 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4688330 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4689457 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4689460 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4689463 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4689466 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4689468 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4689471 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4689472 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4689476 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4689484 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689512 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689516 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689529 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689563 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689586 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689670 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689672 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689755 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689764 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689767 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689773 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689796 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689809 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689810 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689815 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689829 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689843 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689844 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689854 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689862 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689871 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689872 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689876 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689880 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689886 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690042 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690050 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690063 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690081 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690089 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690093 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690096 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690099 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690104 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690117 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690122 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690151 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690199 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690200 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690207 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690208 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690218 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690223 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690224 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690231 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690857 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4691947 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4691957 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 246
WAC: 7.69381478
WAM: 356.8059731
WALTV: 76.55038088
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trust Administrator
Name: _____________________________
Address: _____________________________
-----------------------------
Custodian/Trust Administrator
Mortgage File No.: _____________________________
Seller
Name: _____________________________
Address: _____________________________
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1998-4
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank, as Trust Administrator for the Holders of
Mortgage Pass-Through Certificates, Series 1998-4, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of January 28, 1998 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal sum
of $___________, made by ____________________, payable to, or endorsed to the
order of, the Trustee.
( ) Mortgage recorded on _____________________ as instrument no. ______________
in the County Recorder's Office of the County of ____________________, State of
_______________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Deed of Trust recorded on ____________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
______________________________ as instrument no. ______________ in the County
Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other assumptions
of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the
Agreement.
(2) The Master Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest, charges,
writs of attachment or other impositions nor shall the Master Servicer assert or
seek to assert any claims or rights of setoff to or against the Documents or any
proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trust
Administrator when the need therefor no longer exists, unless the Mortgage Loan
relating to the Documents has been liquidated and the proceeds thereof have been
remitted to the applicable Certificate Account and except as expressly provided
in the Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer shall at
all times be earmarked for the account of the Trust Administrator, on behalf of
the Trustee, and the Master Servicer shall keep the Documents and any proceeds
separate and distinct from all other property in the Master Servicer's
possession, custody or control.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By: __________________________
Title: ________________________
Date: ________________, 19__
<PAGE>
EXHIBIT H
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, AND FOR NON-ERISA INVESTORS
STATE OF )
ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Purchaser] (the "Purchaser"),
a [description of type of entity] duly organized and existing under the laws of
the [State of ] [United States], on behalf of which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is [ ].
3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5),of the Internal Revenue Code of 1986, as amended
(the "Code"), or an ERISA Prohibited Holder, and will not be a "disqualified
organization" or an ERISA Prohibited Holder, as of [date of transfer], and that
the Purchaser is not acquiring Norwest Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 1998-4, Class [1-A-R][1-A-LR] Certificate (the
"Class [1-A-R][1-A-LR] Certificate") for the account of, or as agent (including
a broker, nominee, or other middleman) for, any person or entity from which it
has not received an affidavit substantially in the form of this affidavit. For
these purposes, a "disqualified organization" means the United States, any state
or political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan
subject to the fiduciary provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and/or Code Section 4975 or any governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (collectively, a "Plan") or a Person acting on behalf of or
investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [1-A-R][1-A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [1-A-R][1-A-LR] Certificate in excess of cash flows
generated by the Class [1-A-R][1-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [1-A-R][1-A-LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit and as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3, 4
or 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a
U.S. Person (a "Non-U.S. Person") that holds the Class [1-A-R][1-A-LR]
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trust Administrator with
an effective Internal Revenue Service Form 4224 or successor form at the time
and in the manner required by the Code or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trust Administrator an opinion of a
nationally recognized tax counsel to the effect that the transfer of the Class
[1-A-R][1-A-LR] Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class [1-A-R][1-A-LR] Certificate will not be disregarded for federal income tax
purposes. "U.S. Person" means a citizen or resident of the United States, a
corporation, partnership (except to the extent 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 that is subject to
U.S. federal income tax regardless of the source of its income or a trust if (i)
for taxable years beginning after December 31, 1996 (or after August 20, 1996,
if the trustee has made an applicable election), a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust or (ii) for all other taxable years, such
trust is subject to U.S. federal income tax regardless of the source of its
income.
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [1-A-R][1-A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the [Upper-Tier REMIC] [Lower-Tier
REMIC] pursuant to Section 3.01 of the Pooling and Servicing Agreement, and if
such designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , ---------- 19 __.
[NAME OF PURCHASER]
By:__________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this __ day of , 19 __. ----------
- -----------------------------
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [1-A-R][1-A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation, Series 1998-4, Class
[1-A-R][1-A-LR]
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true. Very truly
yours, [Transferor]
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-4
CLASS [1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5]
CERTIFICATES
TRANSFEREE'S LETTER
----------------- --, ----
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1998-4, Class
[1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates
(the "Class [1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of January 28, 1998 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), First Union National Bank, as trust administrator (the "Trust
Administrator") and United States Trust Company of New York, as trustee (the
"Trustee"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-4.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to NASCOR, the
Master Servicer and the Trust Administrator that:
(a) The Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which the Purchaser is
organized, is authorized to invest in the Class [1-A-PO] [2-A-PO] [1-B-3]
[1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates, and to enter into
this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [1-A-PO] [2-A-PO] [1-B-3]
[1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates for its own account as
principal and not with a view to the distribution thereof, in whole or in
part.
[(c) The Purchaser has knowledge of financial and business matters and
is capable of evaluating the merits and risks of an investment in the Class
[1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5]
Certificates; the Purchaser has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment
decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3]
[2-B-4] [2-B-5] Certificates and can afford a complete loss of such
investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the
meaning of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a
copy of the Private Placement Memorandum dated _____________, _______,
relating to the Class [1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3]
[2-B-4] [2-B-5] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive
answers from NASCOR concerning the Class [1-A-PO] [2-A-PO] [1-B-3] [1-B-4]
[1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates and all matters relating
thereto, and obtain any additional information (including documents)
relevant to its decision to purchase the Class [1-A-PO] [2-A-PO] [1-B-3]
[1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates that NASCOR possesses
or can possess without unreasonable effort or expense and (c) it has
undertaken its own independent analysis of the investment in the Class
[1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5]
Certificates. The Purchaser will not use or disclose any information it
receives in connection with its purchase of the Class [1-A-PO] [2-A-PO]
[1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates other than in
connection with a subsequent sale of Class [1-A-PO] [2-A-PO] [1-B-3]
[1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA, subject to any federal, state
or local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) [for Class [1-B-3][1-B-4][1-B-5][2-B-3][2-B-4][2-B-5]
Certificates only] if the Purchaser is an insurance company, the source of
funds used to purchase the Class [1-B-3][1-B-4][1-B-5][2-B-3][2-B-4][2-B-5]
Certificate is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60
("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995) and there is no Plan with
respect to which the amount of such general account's reserves and
liabilities for the contract(s) held by or on behalf of such Plan and all
other Plans maintained by the same employer (or affiliate thereof as
defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization exceeds 10% of the total of all reserves and liabilities of
such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition or (iii) the Purchaser has provided
(a) a "Benefit Plan Opinion" satisfactory to NASCOR and the Trust
Administrator of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as NASCOR or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the
effect that the proposed transfer will not cause the assets of the Trust
Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not
subject the Trust Administrator, the Trustee, the Seller or the Master
Servicer to any obligation in addition to those undertaken in the Pooling
and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
(f) If the Purchaser is a depository institution subject to the
jurisdiction of the Office of the Comptroller of the Currency ("OCC"), the
Board of Governors of the Federal Reserve System ("FRB"), the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS") or the National Credit Union Administration ("NCUA"), the Purchaser
has reviewed the "Supervisory Policy Statement on Securities Activities"
dated January 28, 1992 of the Federal Financial Institutions Examination
Council and the April 15, 1994 Interim Revision thereto as adopted by the
OCC, FRB, FDIC, OTS and NCUA (with modifications as applicable), as
appropriate, other applicable investment authority, rules, supervisory
policies and guidelines of these agencies and, to the extent appropriate,
state banking authorities and has concluded that its purchase of the Class
[1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5]
Certificates is in compliance therewith.
Section 3. Transfer of Class [1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5]
[2-B-3] [2-B-4] [2-B-5] Certificates.
(a) The Purchaser understands that the Class [1-A-PO] [2-A-PO] [1-B-3]
[1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates have not been
registered under the Securities Act of 1933 (the "Act") or any state
securities laws and that no transfer may be made unless the Class [1-A-PO]
[2-A-PO] [1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates are
registered under the Act and applicable state law or unless an exemption
from registration is available. The Purchaser further understands that
neither NASCOR, the Master Servicer nor the Trust Administrator is under
any obligation to register the Class [1-A-PO] [2-A-PO] [1-B-3] [1-B-4]
[1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates or make an exemption
available. In the event that such a transfer is to be made in reliance upon
an exemption from the Act or applicable state securities laws, (i) the
Trust Administrator shall require, in order to assure compliance with such
laws, that the Certificateholder's prospective transferee certify to NASCOR
and the Trust Administrator as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act,
the Trust Administrator or NASCOR may, if such transfer is made within
three years from the later of (a) the Closing Date or (b) the last date on
which NASCOR or any affiliate thereof was a holder of the Certificates
proposed to be transferred, require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Act and state
securities laws, which Opinion of Counsel shall not be an expense of the
Trust Administrator, the Master Servicer or NASCOR. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Trust Administrator, the Master
Servicer, any Paying Agent acting on behalf of the Trust Administrator and
NASCOR against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
(b) No transfer of a Class [1-A-PO] [2-A-PO] [1-B-3] [1-B-4] [1-B-5]
[2-B-3] [2-B-4] [2-B-5] Certificate shall be made unless the transferee
provides NASCOR and the Trust Administrator with a Transferee's Letter,
substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [1-A-PO] [2-A-PO]
[1-B-3] [1-B-4] [1-B-5] [2-B-3] [2-B-4] [2-B-5] Certificates bear a legend
setting forth the applicable restrictions on transfer.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: ______________________________
Its: ______________________________
<PAGE>
EXHIBIT K
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-4
CLASS [1-M] [2-M] [1-B-1] [1-B-2] [2-B-1] [2-B-2] CERTIFICATES
TRANSFEREE'S LETTER
---------------- --, ----
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Norwest Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
The undersigned (the "Purchaser") proposes to purchase Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1998-4, Class
[1-M] [2-M] [1-B-1] [1-B-2] [2-B-1] [2-B-2] Certificates (the "Class [1-M] [2-M]
[1-B-1] [1-B-2] [2-B-1] [2-B-2] Certificates") in the principal amount of
$___________. In doing so, the Purchaser hereby acknowledges and agrees as
follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of January 28, 1998 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller ("NASCOR"),
Norwest Bank Minnesota, National Association, as master servicer (the "Master
Servicer"), First Union National Bank, as trust administrator (the "Trust
Administrator"), and United States Trust Company of New York, as trustee (the
"Trustee") of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-4.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the NASCOR,
the Master Servicer and the Trust Administrator that:
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or a
governmental plan, as defined in Section 3(32) of ERISA subject to any
federal, state or local law ("Similar Law") which is, to a material
extent, similar to the foregoing provisions of ERISA or the Code
(collectively, a "Plan"), an agent acting on behalf of a Plan, or a
person utilizing the assets of a Plan or (ii) if the Purchaser is an
insurance company, the source of funds used to purchase the Class [1-M]
[2-M] [1-B-1] [1-B-2] [2-B-1] [2-B-2] Certificate is an "insurance
company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed.
Reg. 35925 (June 12, 1995) and there is no Plan with respect to which
the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTE 95-60) or by the same employee organization,
exceed 10% of the total of all reserves and liabilities of such general
account (as such amounts are determined under Section I(a) of PTE
95-60) at the date of acquisition or (iii) the Purchaser has provided
(a) a "Benefit Plan Opinion" satisfactory to NASCOR and the Trust
Administrator of the Trust Estate and (b) such other opinions of
counsel, officers' certificates and agreements as NASCOR or the Master
Servicer may have required. A Benefit Plan Opinion is an opinion of
counsel to the effect that the proposed transfer will not cause the
assets of the Trust Estate to be regarded as "plan assets" and subject
to the prohibited transaction provisions of ERISA, the Code or Similar
Law and will not subject the Trustee, the Seller or the Master Servicer
to any obligation in addition to those undertaken in the Pooling and
Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or
Similar Law).
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly
executed by its duly authorized representative as of the day and the year first
above written.
[PURCHASER]
By: _____________________________
Its: _____________________________
[Reserved]
<PAGE>
EXHIBIT L
National City Mortgage Co. Servicing Agreement
America First Credit Union Servicing Agreement
First Bank National Association Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
FT Mortgage Companies Servicing Agreement
Huntington Mortgage Corp. Servicing Agreement
Suntrust Mortgage, Inc. Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of , between Norwest Bank Minnesota, National
Association (the "Company" and "Norwest Bank") ------------ and (the
"Purchaser"). ----------------------------------------
PRELIMINARY STATEMENT
is the holder of the entire interest in Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-4, Class ____ (the
"Class B ---------------------------------- Certificates"). The Class B
Certificates were issued pursuant to a Pooling and Servicing Agreement dated as
of January 28, 1998 among Norwest Asset Securities Corporation, as Seller
("NASCOR"), Norwest Bank Minnesota, National Association, as Master Servicer and
First Union National Bank, as Trustee.
________________________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the [Pool 1] [Pool 2] Mortgage Loans which
comprise a portion of the Trust Estate related to the above referenced series
under the related servicing agreements (each a related "Servicing Agreement"),
to engage in certain special servicing procedures relating to foreclosures for
the benefit of the Purchaser, and that the Purchaser will deposit funds in a
collateral fund to cover any losses attributable to such procedures as well as
all advances and costs in connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least Aa2 by Moody's
or AA by S&P, (y) the certificate of deposit or other unsecured short-term debt
obligations of such depository institution or trust company have a rating of at
least P-1 by Moody's or A-1 by S&P or (z) the depository institution or trust
company is one that is acceptable to either Moody's or S&P and, for each of the
preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be not
later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any [Pool 1] [Pool 2] Mortgage Loan as
to which the Purchaser has made an Election to Delay Foreclosure, an appraisal
of the related Mortgaged Property obtained by the Purchaser at its own expense
from an independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted [Pool 1] [Pool 2]
Mortgage Loans, the Company as Master Servicer shall provide to the Purchaser
the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
[Pool 1] [Pool 2] Mortgage Loans that are (A) thirty days, (B) sixty days,
(C) ninety days or more delinquent or (D) in foreclosure, and indicating
for each such [Pool 1] [Pool 2] Mortgage Loan the loan number and
outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
[Pool 1] [Pool 2] Mortgage Loan, the Company shall cause (to the extent
that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the Servicer to provide the Purchaser with a
notice (sent by telecopier) of such proposed and imminent foreclosure,
stating the loan number and the aggregate amount owing under the [Pool 1]
[Pool 2] Mortgage Loan. Such notice may be provided to the Purchaser in the
form of a copy of a referral letter from such Servicer to an attorney
requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to make its servicing personnel available (during
their normal business hours) to respond to reasonable inquiries, by phone or in
writing by facsimile, electronic, or overnight mail transmission, by the
Purchaser in connection with any [Pool 1] [Pool 2] Mortgage Loan identified in a
report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which
has been given to the Purchaser; provided, that (1) the related Servicer shall
only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each [Pool 1] [Pool 2]
Mortgage Loan that is at least ninety days delinquent and each [Pool 1] [Pool 2]
Mortgage Loan which has become real estate owned, through the final liquidation
thereof; provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
[Pool 1] [Pool 2] Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the [Pool
1] [Pool 2] Mortgage Loan has been brought current or if a refinancing or
prepayment occurs with respect to the [Pool 1] [Pool 2] Mortgage Loan (including
by means of a short payoff approved by the related Servicer) or (ii) if the
related Servicer has reached the terms of a forbearance agreement with the
borrower. In the latter case, the related Servicer may complete such forbearance
agreement unless instructed otherwise by the Purchaser within two Business Days
notification.
(b) In connection with any [Pool 1] [Pool 2] Mortgage Loan with respect to
which a notice under Section 2.01(a)(ii) has been given to the Purchaser, the
Purchaser may elect to instruct the Company to cause, to the extent that the
Company as Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the related Servicer may proceed with
the Commencement of Foreclosure. Such election must be evidenced by written
notice received within 24 hours (exclusive of any intervening non-Business Days)
of transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any [Pool 1] [Pool 2] Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Purchaser shall obtain
a Current Appraisal as soon as practicable, but in no event more than 15
business days thereafter, and shall provide the Company with a copy of such
Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the [Pool 1] [Pool 2]
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the [Pool 1] [Pool 2] Mortgage Loan at the applicable
Mortgage Interest Rate. If any Election to Delay Foreclosure extends for a
period in excess of three months (such excess period being referred to herein as
the "Excess Period"), within two Business Days the Purchaser shall remit by wire
transfer in advance to the Company for deposit in the Collateral Fund the amount
of each additional month's interest, as calculated by the Company, equal to
interest on the [Pool 1] [Pool 2] Mortgage Loan at the applicable Mortgage
Interest Rate for the Excess Period. The terms of this Agreement will no longer
apply to the servicing of any [Pool 1] [Pool 2] Mortgage Loan upon the failure
of the Purchaser to deposit any of the above amounts relating to the [Pool 1]
[Pool 2] Mortgage Loan within two Business Days of the Election to Delay
Foreclosure or within two Business Days of the commencement of the Excess Period
subject to Section 3.01.
(e) With respect to any [Pool 1] [Pool 2] Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company may withdraw
from the Collateral Fund from time to time amounts necessary to reimburse the
related Servicer for all related Monthly Advances and Liquidation Expenses
thereafter made by such Servicer in accordance with the Pooling and Servicing
Agreement and the related Servicing Agreement. To the extent that the amount of
any such Liquidation Expenses is determined by the Company based on estimated
costs, and the actual costs are subsequently determined to be higher, the
Company may withdraw the additional amount from the Collateral Fund. In the
event that the [Pool 1] [Pool 2] Mortgage Loan is brought current by the
mortgagor and the foreclosure action is discontinued, the amounts so withdrawn
from the Collateral Fund shall be redeposited if and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement or the related Servicing
Agreement, applicable law or the related mortgage note. Except as provided in
the preceding sentence, amounts withdrawn from the Collateral Fund to cover
Monthly Advances and Liquidation Expenses shall not be redeposited therein or
otherwise reimbursed to the Purchaser. If and when any such [Pool 1] [Pool 2]
Mortgage Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such [Pool 1] [Pool 2] Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any [Pool 1] [Pool 2] Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the related Servicer shall
continue to service the [Pool 1] [Pool 2] Mortgage Loan in accordance with its
customary procedures (other than the delay in Commencement of Foreclosure as
provided herein). If and when the Purchaser shall notify the Company that it
believes that it is appropriate to do so, the related Servicer may proceed with
the Commencement of Foreclosure. In any event, if the [Pool 1] [Pool 2] Mortgage
Loan is not brought current by the mortgagor by the time the loan becomes 6
months delinquent, the Purchaser's election shall no longer be effective and at
the Purchaser's option, either (i) the Purchaser shall purchase the [Pool 1]
[Pool 2] Mortgage Loan from the related Trust Estate at a purchase price equal
to the fair market value as shown on the Current Appraisal, to be paid by (x)
applying any balance in the Collateral Fund to such to such purchase price, and
(y) to the extent of any deficiency, by wire transfer of immediately available
funds from the Purchaser to the Company for deposit in the related Certificate
Account; or (ii) the related Servicer shall proceed with the Commencement of
Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any [Pool 1] [Pool
2] Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such [Pool 1] [Pool 2] Mortgage Loan (after adjustment for all permitted
withdrawals and deposits pursuant to this Agreement) shall be released to the
Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any [Pool 1] [Pool 2] Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the
Company to cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement, the related Servicer to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the [Pool 1] [Pool 2] Mortgage Loan and three months
interest on the [Pool 1] [Pool 2] Mortgage Loan at the applicable Mortgage
Interest Rate. If and when any such [Pool 1] [Pool 2] Mortgage Loan is brought
current by the mortgagor, all amounts in the Collateral Fund in respect of such
[Pool 1] [Pool 2] Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any [Pool 1] [Pool 2]
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the [Pool 1] [Pool 2] Mortgage Loan within two Business Days of the
Election to Foreclose subject to Section 3.01.
(c) With respect to any [Pool 1] [Pool 2] Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the related Servicer shall continue
to service the [Pool 1] [Pool 2] Mortgage Loan in accordance with its customary
procedures (other than Commencement of Foreclosure as provided herein). In
connection therewith, the Company shall have the same rights to make withdrawals
for Monthly Advances and Liquidation Expenses from the Collateral Fund as are
provided under Section 2.02(e), and the Company shall make reimbursements
thereto to the limited extent provided under such subsection in accordance with
its customary procedures. The Company shall not be required to cause, to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure if (i) the same is stayed as a result of the
mortgagor's bankruptcy or is otherwise barred by applicable law, or to the
extent that all legal conditions precedent thereto have not yet been complied
with, or (ii) the Company believes there is a breach of representations or
warranties by the Company, a Servicer, or a Seller, which may result in a
repurchase or substitution of such [Pool 1] [Pool 2] Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the [Pool 1] [Pool 2]
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the [Pool 1] [Pool 2] Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (y) with notice to the Purchaser if
the related Servicer has reached the terms of a forbearance agreement unless
instructed otherwise by the Purchaser within two Business Days of such
notification. Any such instruction shall be based upon a decision that such
forbearance agreement is not in conformity with reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any [Pool 1] [Pool
2] Mortgage Loan as to which the Purchaser made an Election to Foreclose and as
to which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the [Pool 1] [Pool 2] Mortgage
Loan at the time of liquidation (plus all unreimbursed interest and servicing
advances and Liquidation Expenses in connection therewith other than those paid
from the Collateral Fund) exceeds the actual sales price obtained for the
related Mortgaged Property, and the Company shall withdraw the amount of such
excess from the Collateral Fund, shall remit the same to the Trust Estate and in
its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to subsection (c) in
respect of such [Pool 1] [Pool 2] Mortgage Loan shall be released to the
Purchaser.
Section 2.04 Termination
(a) With respect to all [Pool 1] [Pool 2] Mortgage Loans included in the
Trust Estate, the Purchaser's right to make any Election to Delay Foreclosure or
any Election to Foreclose and the Company's obligations under Section 2.01 shall
terminate (i) at such time as the Principal Balance of the Class B Certificates
has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or
higher percentage that represents the related Servicer's actual historical loss
experience with respect to the [Pool 1] [Pool 2] Mortgage Loans in the related
pool as determined by the Company) of the aggregate principal balance of all
[Pool 1] [Pool 2] Mortgage Loans that are in foreclosure or are more than 90
days delinquent on a contractual basis and REO properties or (y) the aggregate
amount that the Company estimates through the normal servicing practices of the
related Servicer will be required to be withdrawn from the Collateral Fund with
respect to [Pool 1] [Pool 2] Mortgage Loans as to which the Purchaser has made
an Election to Delay Foreclosure or an Election to Foreclosure, exceeds (z) the
then-current principal balance of the Class B Certificates, (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written acknowledgment to the
Company of the Purchaser's right hereunder and that such transferee will have no
rights hereunder) in the Class B Certificates (whether or not such transfer is
registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Estate or (iv) upon any
breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last [Pool 1] [Pool 2] Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular [Pool 1] [Pool
2] Mortgage Loan shall terminate if the Purchaser fails to make any deposit
required pursuant to Section 2.02(d) or 2.03(b) or if the Purchaser fails to
make any other deposit to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-4 [Group 1 Certificates] [Group 2 Certificates].
Amounts held in the Collateral Fund shall continue to be the property of the
Purchaser, subject to the first priority security interest granted hereunder for
the benefit of the Holders of the [Group 1] [Group 2] Certificates, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all [Pool 1]
[Pool 2] Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a [Pool 1] [Pool 2] Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)),
shall cause an immediate termination of the Purchaser's right to make any
Election to Delay Foreclosure or Election to Foreclose and the Company's
obligations under this Agreement with respect to all [Pool 1] [Pool 2] Mortgage
Loans to which such insufficiencies relate, without the necessity of any further
notice or demand on the part of the Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
Attention:
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, NASCOR,
and each Servicer and each person who controls the Company, NASCOR, or a
Servicer and each of their respective officers, directors, affiliates and agents
acting at the Company's, NASCOR's, or a Servicer's direction (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities to which
they may be subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of, or are based upon, actions taken by,
or actions not taken by, the Company, NASCOR, or a Servicer, or on their behalf,
in accordance with the provisions of this Agreement and (i) which actions
conflict with the Company's, NASCOR's, or a Servicer's obligations under the
Pooling and Servicing Agreement or the related Servicing Agreement, or (ii) give
rise to securities law liability under federal or state securities laws with
respect to the Certificates. The Purchaser hereby agrees to reimburse the
Indemnified Parties for the reasonable legal or other expenses incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action. The indemnification obligations of the Purchaser hereunder
shall survive the termination or expiration of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National Association
By:
Name:
Title:
By:
Name:
Title: ________________________
