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: March 30, 1998
(Date of earliest event reported)
Commission File No. 333-45021
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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Business of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
(Former name, former address and former fiscal year, if changed
since last report)
<PAGE>
ITEM 5. Other Events
On March 30, 1998, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1998-6, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-R, Class A-LR, Class B-1, Class B-2 and
Class B-3 (the "Offered Certificates"), having an aggregate original principal
balance of $347,388,200.00. The Offered Certificates were issued pursuant to a
Pooling and Servicing Agreement, dated as of March 30, 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 1998-6, Class A-PO Certificates (having an
initial principal balance of $89,471.73), and Class B-4, Class B-5 and Class B-6
Certificates (having an aggregate initial principal balance of $2,802,528.45)
(the "Private Class B Certificates" and, together with the Class 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 99.17% 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 this 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 Class
A-PO and Private Class B Certificates. Distributions on the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
Class A-PO Certificates.
Interest on the Offered Certificates (other than the Class A-14 and Class
A-PO 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 A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9,Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-PO, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will be treated as
"regular interests" in the Upper-Tier REMIC and the Class A-R and Class 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
(EX-4) Pooling and Servicing
Agreement, dated as of
March 30, 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
March 30, 1998
Alan S. McKenney
Assistant Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
(EX-4) Pooling and Servicing Agreement, dated as of E
March 30, 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.
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NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
UNITED STATES TRUST COMPANY OF NEW YORK
(Trustee)
and
FIRST UNION NATIONAL BANK
(Trust Administrator)
POOLING AND SERVICING AGREEMENT
Dated as of March 30, 1998
$350,280,200.18
Mortgage Pass-Through Certificates
Series 1998-6
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONSSection 1.01.
Definitions..............................................
Section 1.02. Acts of Holders..........................................
Section 1.03. Effect of Headings and Table of Contents.................
Section 1.04. Benefits of Agreement....................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE
CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.............................
Section 2.02. Acceptance by Trust Administrator........................
Section 2.03. Representations and Warranties of the
Master Servicer and the Seller...........................
Section 2.04. Execution and Delivery of Certificates...................
Section 2.05. Designation of Certificates; Designation of..............
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF THE MORTGAGE
LOANS
Section 3.01. Certificate Account......................................
Section 3.02. Permitted Withdrawals from the Certificate Account.......
Section 3.03. Advances by Master Servicer and Trust Administrator......
Section 3.04. Trust Administrator to Cooperate;........................
Section 3.05. Reports to the Trustee and Trust Administrator
Annual Compliance Statements.............................
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan............................................
Section 3.07. Amendments to Servicing Agreements,......................
Section 3.08. Oversight of Servicing...................................
Section 3.09. Termination and Substitution of Servicing Agreements....
Section 3.10. Application of Net Liquidation Proceeds..................
Section 3.11. 1934 Act Reports.........................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS TO
CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
Section 4.01. Distributions............................................
Section 4.02. Allocation of Realized Losses............................
Section 4.03. Paying Agent.............................................
Section 4.04. Statements to Certificate holders;.......................
Section 4.05. Reports to Mortgagors and the Internal Revenue Service...
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...........................
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.........................................
Section 5.02. Registration of Certificates.............................
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........
Section 5.04. Persons Deemed Owners....................................
Section 5.05. Access to List of Certificateholders' Name
and Addresses............................................
Section 5.06. Maintenance of Office or Agency..........................
Section 5.07. Definitive Certificates..................................
Section 5.08. Notices to Clearing Agency...............................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer..........
Section 6.02. Merger or Consolidation of the Seller or the Master
Servicer.................................................
Section 6.03. Limitation on Liability of the Seller,
the Master Servicer nd Others............................
Section 6.04. Resignation of the Master Servicer.......................
Section 6.05. Compensation to the Master Servicer......................
Section 6.06. Assignment or Delegation of Duties by Master
Servicer.................................................
Section 6.07. Indemnification of Trustee, Trust Administrator and
Seller by Master Servicer................................
ARTICLE VII
DEFAULT
Section 7.01. Events of Default........................................
Section 7.02. Other Remedies of Trustee................................
Section 7.03. Directions by Certificateholders and.....................
Section 7.04. Action upon Certain Failures of the......................
Section 7.05. Trust Administrator to Act; Appointment of
Successor................................................
Section 7.06. Notification to Certificateholders.......................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
Section 8.01. Duties of Trustee and Trust Administrator................
Section 8.02. Certain Matters Affecting the Trustee and
the Trust Administrator..................................
Section 8.03. Neither Trustee nor Trust Administrator
Required to Make Investigation...........................
Section 8.04. Neither Trustee nor Trust Administrator
Liable for Certificates or Mortgage Loans................
Section 8.05. Trustee and Trust Administrator May Own
Certificates.............................................
Section 8.06. The Master Servicer to Pay Fees and Expenses.............
Section 8.07. Eligibility Requirements................................
Section 8.08. Resignation and Removal..................................
Section 8.09.
Successor................................................
Section 8.10. Merger or Consolidation..................................
Section 8.11. Authenticating Agent.....................................
Section 8.12. Separate Trustees and Co-Trustees.......................
Section 8.13. Appointment of Custodians................................
Section 8.14. Tax Matters; Compliance with REMIC Provisions............
Section 8.15. Monthly Advances.........................................
ARTICLE IX
TERMINATION
Section 9.01. Termination upon Purchase by the.........................
Section 9.02. Additional Termination Requirements......................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment................................................
Section 10.02. Recordation of Agreement.................................
Section 10.03. Limitation on Rights of Certificateholders...............
Section 10.04. Governing Law;Jurisdiction...............................
Section 10.05. Notices..................................................
Section 10.06. Severability of Provisions...............................
Section 10.07. Special Notices to Rating Agencies.......................
Section 10.08. Covenant of Seller.......................................
Section 10.09. Recharacterization.......................................
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate..........................
Section 11.02. Cut-Off Date.............................................
Section 11.03. Cut-Off Date Aggregate Principal Balance.................
Section 11.04. Original Class A Percentage..............................
Section 11.05. Original Principal Balances of the Classes
of Class A Certificates..................................
Section 11.05(a). Original Class A-5 Notional Amount.......................
Section 11.06. Original Class A Non-PO Principal Balance................
Section 11.07. Original Subordinated Percentage.........................
Section 11.08. Original Class B-1 Percentage............................
Section 11.09. Original Class B-2 Percentage............................
Section 11.10. Original Class B-3 Percentage............................
Section 11.11. Original Class B-4 Percentage............................
Section 11.12. Original Class B-5 Percentage............................
Section 11.13. Original Class B-6 Percentage............................
Section 11.14. Original Class B Principal Balance.......................
Section 11.15. Original Principal Balances of the Classes
of Class B Certificates..................................
Section 11.16. Original Class B-1 Fractional Interest...................
Section 11.17. Original Class B-2 Fractional Interest...................
Section 11.18. Original Class B-3 Fractional Interest...................
Section 11.19. Original Class B-4 Fractional Interest...................
Section 11.20. Original Class B-5 Fractional Interest...................
Section 11.21. Closing Date............................................
Section 11.22. Right to Purchase........................................
Section 11.23. Wire Transfer Eligibility................................
Section 11.24. Single Certificate.......................................
Section 11.25. Servicing Fee Rate.......................................
Section 11.26. Master Servicing Fee Rate................................
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-6 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by Norwest
Mortgage from locations other than Frederick,
Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by
Norwest Mortgage in
Frederick Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other
Servicers
EXHIBIT G Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and for
Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5]
[B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [A-16][B-1] [B-2]
[B-3] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of March 30, 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 and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: For the (A) Class A-11 Certificates will be the
earlier of (i) the Distribution Date following the Distribution Date on which
the Principal Balances of the Class A-6, Class A-7, Class A-8 and Class A-16
Certificates have been reduced to zero or (ii) the Cross-Over Date, (B) Class
A-12 Certificates will be the earlier of (i) the Distribution Date following the
Distribution Date on which the Principal Balances of the Class A-9, Class A-10
and Class A-13 Certificates have been reduced to zero or (ii) the Cross-Over
Date and (C) Class A-13 Certificates will be the earlier of (i) the Distribution
Date following the Distribution Date on which the Principal Balances of the
Class A-9, Class A-10 and Class A-12 Certificates have been reduced to zero or
(ii) the Cross-Over Date.
Accrual Certificates: The Class A-11 Certificates, Class A-12 Certificates
and Class A-13 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to the
applicable Accretion Termination Date and any Class of Accrual Certificates, an
amount equal to the sum of (i) the Class A Interest Percentage of such Class of
Accrual Certificates of the Current Class A Interest Distribution Amount and
(ii) the Class A Interest Shortfall Percentage of such Class of Accrual
Certificates of the amount distributed in respect of the Classes of Class A
Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such
Distribution Date. As to any Distribution Date on or after the applicable
Accretion Termination Date, zero.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates 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.
Adjusted Principal Balance: As to any Distribution Date and any Class of
Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance
of such Class with respect to such Distribution Date minus (ii) the Adjustment
Amount for such Distribution Date less the Principal Balances for any Classes of
Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance and Class B Principal Balance as of the
related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution Date,
an amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
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.
Available Master Servicer Compensation: As to any Distribution Date, the
sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest
earned through the business day preceding the applicable Distribution Date on
any Prepayments in Full remitted to the Master Servicer and (c) the aggregate
amount of Month End Interest remitted by the Servicers to the Master Servicer
pursuant to the related Servicing Agreements.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the 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.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal $100,000
minus the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates in accordance with Section 4.02(a) since the Cut-Off Date. As of
any Distribution Date on or after the first anniversary of the Cut-Off Date, an
amount equal to (1) the lesser of (a) the Bankruptcy Loss Amount calculated as
of the close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-Off Date coinciding with or preceding such
Distribution Date (the "Relevant Anniversary") and (b) such lesser amount which,
as determined on the Relevant Anniversary will not cause any rated Certificates
to be placed on credit review status (other than for possible upgrading) by
either Rating Agency minus (2) the aggregate amount of Bankruptcy Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Relevant Anniversary. On and after the Cross-Over Date the Bankruptcy
Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-12
Certificates, Class A-13 Certificates and Class A-15 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Iowa, State of Maryland, State
of Minnesota or State of North Carolina or (iii) a day on which banking
institutions in the City of New York, or the State of Iowa, State of Maryland,
State of Minnesota or State of North Carolina are authorized or obligated by law
or executive order to be closed.
Certificate: Any one of the Class A Certificates or Class B Certificates.
Certificate Account: The trust account established and maintained by the
Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Certificate Account shall be an Eligible Account.
Certificate 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 variations in
the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-PO
Certificates Class A-R Certificate or Class A-LR Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-5, Class A-11, Class A-12, Class
A-13, Class A-14 and Class A-PO Certificates), the amount distributable to such
Class of Class A Certificates pursuant to Paragraphs first, second and third
clause (A) of Section 4.01(a)(i). As to the Class A-11, Class A-12 and Class
A-13 Certificates, (a) as to any Distribution Date prior to the applicable
Accretion Termination Date, the amount distributable to the related Class of
Accrual Certificates pursuant to the provisos in Paragraphs first and second of
Section 4.01(a)(i) and Paragraph third clause (A) of Section 4.01(a)(i) and (b)
as to any Distribution Date on or after the applicable Accretion Termination
Date, the amount distributable to the related Class of Accrual Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a)(i).
As to the Class A-5 Certificates, the amount distributable to such Class
pursuant to Paragraphs first and second of Section 4.01(a)(i). As to the Class
A-14 Certificates, the amount distributable to such Class pursuant to Paragraph
third clause (A) of Section 4.01(a)(i). As to any Distribution Date and the
Class A-PO Certificates, the amount distributable to the Class A-PO Certificates
pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the Class A Interest
Accrual Amount (determined without regard to clause (ii) of the definition of
each Interest Accrual Amount).
Class A Interest Shortfall Amount: As to any Distribution Date and any
Class of Class A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i) including, in the case of a Class of
Accrual Certificate prior to the applicable Accretion Termination Date, the
amount included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.
Class A Interest Shortfall Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall, in each case determined as of the Business Day preceding the
applicable Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the sum of (i) the Principal Balances of the Class A Certificates (other than
the Accrual Certificates and the Class A-PO Certificates) and (ii) with respect
to each Class of Accrual Certificates, the lesser of the Principal Balance of
such Class of Accrual Certificates and the Original Principal Balance of such
Class of Accrual Certificates.
Class A Loss Percentage: As to any Determination Date and any Class of
Class A Certificates (other than the Class A-PO Certificates) then outstanding,
the percentage calculated by dividing the Principal Balance of such Class (or,
in the case of a Class of Accrual Certificates, the Original Principal Balance
of such Class, if lower) by the Class A Loss Denominator (determined without
regard to any such Principal Balance of any Class of Class A Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Class A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the 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 A Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
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 the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan.
Class A Non-PO Principal Amount: As to any Distribution Date, the aggregate
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the sum of the applicable Accrual Distribution Amounts, if any,
with respect to such Distribution Date and (ii) the Class A Non-PO Principal
Amount with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-4, Class A-5, Class A-11 and
Class A-15 Certificates, the Class A Fixed Pass-Through Rate. As to the Class
A-1 Certificates 6.650%. As to the Class A-2 Certificates 6.350%. As to the
Class A-3 Certificates 6.500%. As to the Class A-9 Certificates 6.900%. As to
the Class A-10 Certificates 7.065%. As to the Class A-12 and Class A-13
Certificates 7.000%. As to the Class A-6, Class A-7, Class A-8 and Class A-16
Certificates, the Class A-6 Pass-Through Rate, the Class A-7 Pass-Through Rate,
the Class A-8 Pass-Through Rate and the Class A-16 Pass-Through Rate,
respectively. The Class A-14 and Class A-PO Certificates are not entitled to
interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and including
the Distribution Date in March 2003, 100%. As to any Distribution Date
subsequent to March 2003 to and including the Distribution Date in March 2004,
the Class A Percentage as of such Distribution Date plus 70% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to March 2004 to and including the Distribution Date in March 2005, the Class A
Percentage as of such Distribution Date plus 60% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to March
2005 to and including the Distribution Date in March 2006, the Class A
Percentage as of such Distribution Date plus 40% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to March
2006 to and including the Distribution Date in March 2007, the Class A
Percentage as of such Distribution Date plus 20% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to March
2007, the Class A Percentage as of such Distribution Date. The foregoing is
subject to the following: (i) if the aggregate distribution to Holders of Class
A Certificates on any Distribution Date of the Class A Prepayment Percentage
provided above of (a) Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Class A Non-PO Principal Balance below zero,
the Class A Prepayment Percentage for such Distribution Date shall be the
percentage necessary to bring the Class A Non-PO Principal Balance to zero and
thereafter the Class A Prepayment Percentage shall be zero and (ii) if the Class
A Percentage as of any Distribution Date is greater than the Original Class A
Percentage, the Class A Prepayment Percentage for such Distribution Date shall
be 100%. Notwithstanding the foregoing, with respect to any Distribution Date on
which the following criteria are not met, the reduction of the Class A
Prepayment Percentage described in the second through sixth sentences of this
definition of Class A Prepayment Percentage shall not be applicable with respect
to such Distribution Date. In such event, the Class A Prepayment Percentage for
such Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class A Prepayment Percentage for the
Distribution Date occurring in the March preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class A
Prepayment Percentage for the current Distribution Date, the current Class A
Percentage and Subordinated Percentage shall be utilized). 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 Mortgage Loans that were delinquent 60 days or more (including for this
purpose any payments due with respect to Mortgage Loans in foreclosure and REO
Mortgage Loans) must be less than 50% of the current Class B Principal Balance
and (b) cumulative Realized Losses shall not exceed (1) 30% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
April 2003 and March 2004 (2) 35% of the Original Class B Principal Balance if
such Distribution Date occurs between and including April 2004 and March 2005,
(3) 40% of the Original Class B Principal Balance if such Distribution Date
occurs between and including April 2005 and March 2006, (4) 45% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
April 2006 and March 2007, and (5) 50% of the Original Class B Principal Balance
if such Distribution Date occurs during or after April 2007. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trust Administrator, based upon information
provided by each Servicer as to the Mortgage Loans serviced by it that the
criteria set forth in the preceding sentence are met.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class (or in the case of a
Class of Accrual Certificates prior to the applicable Accretion Termination
Date, the amount included in the Accrual Distribution Amount pursuant to clause
(ii) of the definition thereof) on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 and Exhibit C hereto.
Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.
Class A-2 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 and Exhibit C hereto.
Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.
Class A-3 Certificate: Any one of the Certificates executed by th Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 and Exhibit C hereto.
Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.
Class A-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 and Exhibit C hereto.
Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.
Class A-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 A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-5 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-5
Certificates and (B) the Class A-5 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-5 Certificates of (x)
any Non-Supported Interest Shortfall allocated to the Class A Certificates, (y)
the interest portion of any Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to the Class A Certificates and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-5 Notional Amount: As to any Distribution Date, the sum of
1.4814814815% of the Principal Balance of the Class A-1 Certificates,
5.9259259259% of the Principal Balance of the Class A-2 Certificates and
3.7037037037% of the Principal Balance of the Class A-3 Certificates.
Class 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 A-6 and Exhibit C hereto.
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-6 Loss Amount: With respect to any Determination Date after the
Cross-Over Date, the amount, if any, by which the Principal Balance of the Class
A-6 Certificates would be reduced as a result of the application of the third
sentence of the definition of Principal Balance without regard to the proviso
set forth in such sentence.
Class A-6 Pass-Through Rate: With respect to the Distribution Date
occurring in April 1998, 5.950% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trust Administrator on
the Rate Determination Date occurring in the month preceding the month in which
such Distribution Date occurs in the manner specified in Section 4.07 hereof,
equal to the lesser of (i) 0.45% plus LIBOR and (ii) 9.00%.
Class 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 A-7 and Exhibit C hereto.
Class A-7 Certificateholder: The registered holder of a Class A-7
Certificate.
Class A-7 Pass-Through Rate: With respect to the Distribution Date
occurring in April 1998, 10.00% per annum. With respect to each succeeding
Distribution Date, a per annum rate, subject to a minimum rate of 0.00% and a
maximum rate of 37.50% determined by the Trust Administrator on the Rate
Determination Date occurring in the month preceding the month in which such
Distribution Date occurs in the manner specified in Section 4.07 hereof, equal
to 37.50% minus the product of 5.00 and LIBOR.
Class 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 A-8 and Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-8 Pass-Through Rate: With respect to the Distribution Date
occurring in April 1998, 7.875% per annum. With respect to each succeeding
Distribution Date, a per annum rate, subject to a minimum rate of 0.00% and a
maximum rate of 7.875% determined by the Trust Administrator on the Rate
Determination Date occurring in the month preceding the month in which such
Distribution Date occurs in the manner specified in Section 4.07 hereof, equal
to 64.125% minus the product of 7.50 and LIBOR.
Class 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 A-9 and Exhibit C hereto.
Class A-9 Certificateholder: The registered holder of a Class A-9
Certificate.
Class A-10 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 and Exhibit C hereto.
Class A-10 Certificateholder: The registered holder of a Class A-10
Certificate.
Class A-11 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 and Exhibit C hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-12 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 and Exhibit C hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-13 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 and Exhibit C hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class A-14 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 and Exhibit C hereto.
Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.
Class A-15 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 and Exhibit C hereto.
Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.
Class A-16 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 A-16 and Exhibit C hereto.
Class A-16 Certificateholder: The registered holder of a Class A-16
Certificate.
Class A-16 Loss Allocation Amount: With respect to any Determination Date
after the Cross-Over Date the lesser of (a) the Principal Balance of the Class
A-16 Certificates with respect to such Determination Date prior to any reduction
for the Class A-16 Loss Allocation Amount and (b) the Class A-6 Loss Amount.
Class A-16 Pass-Through Rate: With respect to the Distribution Date
occurring in April 1998, 5.950% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Trust Administrator on
the Rate Determination Date occurring in the month preceding the month in which
such Distribution Date occurs in the manner specified in Section 4.07 hereof,
equal to the lesser of (i) 0.45% plus LIBOR and (ii) 9.00%.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L1 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is equal to 1.4814814815% of the Class A Principal Balance of
the Class A-1 Certificates and the denominator of which is equal to the Interest
Fraction Denominator.
Class 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 A-L2 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is equal to 5.9259259259% of the Principal Balance of the
Class A-2 Certificates and the denominator of which is equal to the Interest
Fraction Denominator.
Class 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 A-L3 Interest Fraction: As of any Distribution Date, the fraction the
numerator of which is equal to 3.7037037037% of the Principal Balance of the
Class A-3 Certificates and the denominator of which is equal to the Interest
Fraction Denominator.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-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 A-L9 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-L10 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L12 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L14 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-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the 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 A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of
(i) (A) the principal portion of the Monthly Payment due on
the Due Date occurring in the month of such Distribution Date on such
Mortgage Loan, less (B) if the Bankruptcy Loss Amount has been reduced
to zero, the principal portion of any Debt Service Reduction with
respect to such Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by
a Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
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 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 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 A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any Class of
Class B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any Class of
Class B Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.750% per annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment Percentage,
Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4
Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment
Percentage.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth
of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the 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 B-1 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
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 the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class 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 B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the 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 B-2 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
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 the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the 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 B-3 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
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 the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the 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 B-4 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
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 the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the 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 B-5 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
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 the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by the Trust
Administrator and authenticated by the Trust Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of
the Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy
Loss Amount has been reduced to zero, the principal portion of any Debt
Service Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to
such Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled
Principal Balance of such Mortgage Loan which, during the 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 B-6 Percentage of the excess of the unpaid
principal balance of such Mortgage Loan substituted for a defective
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 the
applicable Servicer, the Master Servicer or the Trust Administrator in
respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.
Class B-6 Percentage: As to any Distribution Date, the percentage
calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction,
the numerator of which is the Class B-6 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class B
Certificates eligible to receive principal distributions for such Distribution
Date in accordance with the provisions of Section 4.01(d). Except as set forth
in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not
eligible to receive distributions of principal in accordance with the provisions
of Section 4.01(d)(i), the Class B-6 Percentage for such Distribution Date will
be zero.
Class B-6 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying (i) the Subordinated Prepayment Percentage
by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d). Except
as set forth in Section 4.01(d)(ii), in the event that the Class B-6
Certificates are not eligible to receive distributions of principal in
accordance with the provisions of Section 4.01(d)(i), the Class B-6 Prepayment
Percentage for such Distribution Date will be zero.
Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second of Section
4.01(a)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the 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 or Classes
Class A-L1 Interest Class A-1 Certificates
Class A-L2 Interest Class A-2 Certificates
Class A-L3 Interest Class A-3 Certificates
Class A-L4 Interest Class A-4 Certificates,
Class A-11 Certificates
and Class A-15
Certificates
Class A-L6 Interest Class A-6 Certificates,
Class A-7 Certificates,
Class A-8 Certificates
and Class A-16
Certificates
Class A-L9 Interest Class A-9 Certificates
Class A-L10 Interest Class A-10 Certificates
Class A-L12 Interest Class A-12 Certificates
and Class A-13
Certificates
Class A-L14 Interest Class A-14 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled
Principal Receipt Period is the Mid-Month
Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer on or after the
Determination Date in the month preceding the month
of such Distribution Date but prior to the first day
of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the
last day of the month preceding the month of such
Distribution Date; and
(B) in the case where the Applicable Unscheduled
Principal Receipt Period is the Prior Month Receipt
Period and such Unscheduled Principal Receipt is
received by the Servicer during the month preceding
the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage
Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the
last day of the month in which such Unscheduled
Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a)(i) on such Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the 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 the Trustee or Trust Administrator. Neither a Servicer, nor
the Seller nor the Master Servicer nor any Person directly or indirectly
controlling or controlled by or under common control with any such Person may be
appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date Aggregate Principal Balance: The aggregate of the Cut-Off Date
Principal Balances of the Mortgage Loans is as set forth in Section 11.03.
Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.
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 Certificate
(other than the Class A-5 Certificates) representing the principal portion of
the Cut-Off Date Aggregate Principal Balance evidenced by such Certificate. As
to the Class A-5 Certificates, the amount specified on the face of such
Certificate representing the portion of the Original Class A-5 Notional Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 6.750%.
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.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
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-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-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.
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: The fixed percentage of interest on each 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 Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned to
and not part of the Trust Estate.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per annum
rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 6.750%, (ii) the Servicing Fee Rate and (iii)
the Master Servicing Fee 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.
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 $7,005,604.00 minus the aggregate amount of Fraud Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
since the Cut-Off Date, and (Y) from the first through fifth anniversary of the
Cut-Off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as
of the most recent anniversary of the Cut-Off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Mortgage Loans as of the
most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses allocated
solely to the Class B Certificates in accordance with Section 4.02(a) since the
most recent anniversary of the Cut-Off Date. On and after the Cross-Over Date or
after the fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be
zero.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, 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 Accrual Amount: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-5, Class A-14 and Class A-PO
Certificates), (i) the product of (a) 1/12th of the Class A Pass-Through Rate
for such Class and (b) the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (ii) the Class A
Interest Percentage of such Class of (x) any Non-Supported Interest Shortfall
allocated to the Class A Certificates with respect to such Distribution Date,
(y) the interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to the Class A Certificates with
respect to such Distribution Date pursuant to Section 4.02(e) and (z) the
interest portion of any Realized Losses (other than Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) allocated to the Class
A Certificates on or after the Cross-Over Date pursuant to Section 4.02(e). As
to any Distribution Date and the Class A-5 Certificates, the Class A-5 Interest
Accrual Amount. The Class A-14 and Class A-PO Certificates have no Interest
Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Interest Fraction Denominator: As of any Distribution Date, the sum of (i)
1.4814814815% of the Principal Balance of the Class A-1 Certificates, (ii)
5.9259259259% of the Principal Balance of the Class A-2 Certificates and (iii)
3.7037037037% of the Principal Balance of the Class A-3 Certificates.
LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank offered rate quotations for one-month Eurodollar deposits, as
determined by the Trust Administrator on the related Rate Determination Date in
accordance with Section 4.07.
LIBOR Based Interest Accrual Period: With respect to any Distribution Date,
the period commencing on the 25th day of the month preceding the month in which
such Distribution Date occurs and ending on the 24th day of the month in which
such Distribution Date occurs.
LIBOR Business Day: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England and the City of New York.
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 Fixed Retained
Yield), such amounts as shall from time to time be held in the Certificate
Account (other than Fixed Retained Yield), the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure.
Master Servicer: 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 11.26.
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.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement.
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan 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-2 and F-3, 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 each Exhibit F-3 Mortgage Loan, the name of
the Servicer with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
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: As to any Distribution Date, the amount, if any,
by which (i) Aggregate Foreclosure Profits with respect to such Distribution
Date exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.25 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.26 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for
such Mortgage Loan by 6.750%.
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, 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-Supported Interest Shortfall: With respect to any Distribution Date,
the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Mortgage Loans over the aggregate Compensating Interest with respect to such
Distribution Date. With respect to each Distribution Date occurring on or after
the Cross-Over Date, the Non-Supported Interest Shortfall determined pursuant to
the preceding sentence will be increased by the amount of any Cross-Over Date
Interest Shortfall for such Distribution Date. Any Non-Supported Interest
Shortfall will be allocated to (a) the Class A Certificates according to the
percentage obtained by dividing the Class A Non-PO Principal Balance by the sum
of the Class A Non-PO Principal Balance and the Class B Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the sum of the Class A Non-PO Principal Balance
and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
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 Mortgage Loans and Exhibit F-2 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.
Optimal Adjustment Event: With respect to any Class of Class B Certificates
and any Distribution Date, an Optimal Adjustment Event will occur with respect
to such Class if: (i) the Principal Balance of such Class on the Determination
Date succeeding such Distribution Date would have been reduced to zero
(regardless of whether such Principal Balance was reduced to zero as a result of
principal distribution or the allocation of Realized Losses) and (ii) (a) the
Principal Balance of any Class of Class A Certificates would be subject to
further reduction as a result of the third or fifth sentences of the definition
of Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of clause (ii) of the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.
Original Class A Percentage: The Class A Percentage as of the Cut-Off Date,
as set forth in Section 11.04.
Original Class A Non-PO Principal Balance: The sum of the Original
Principal Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class A-15, Class A-16, Class A-R and Class A-LR Certificates, as
set forth in Section 11.06.
Original Class A-5 Notional Amount: The Original Class A-5 Notional Amount,
as set forth in Section 11.05(a).
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
Original Class B-5 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-6 Principal Balance by
the sum of the Original Class A Non-PO Principal Balance and the Original Class
B Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Class B-1 Principal Balance, Original Class B-2 Principal Balance, Original
Class B-3 Principal Balance, Original Class B-4 Principal Balance, Original
Class B-5 Principal Balance or Original Class B-6 Principal Balance as set forth
in Section 11.15.
Original Subordinated Percentage: The Subordinated Percentage as of the
Cut-Off Date, as set forth in Section 11.07.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Mortgage Loan) which was not the subject of a Full Unscheduled Principal
Receipt prior to such Due Date and which was not repurchased by the Seller prior
to such Due Date pursuant to Section 2.02 or 2.03.
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 A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates and Class A-4 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
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 a
Class A-5 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 of Class A Certificates.
With respect to a Class A-5 Certificate, the undivided percentage interest
obtained by dividing the Original Class A-5 Notional Amount evidenced by such
Certificate by the aggregate Original Class A-5 Notional Amount. 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 of Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the 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).
PO Fraction: With respect to any Discount Mortgage Loan, the difference
between 1.0 and the Non-PO Fraction for such Mortgage Loan; with respect to any
other Mortgage Loan, zero.
Pool Balance (Non-PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.
Pool Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Certificates on such Distribution Date,
which shall be the sum of (i) all previously undistributed payments or other
receipts on account of principal and interest on or in respect of the Mortgage
Loans (including, without limitation, the proceeds of any repurchase of a
Mortgage Loan by the Seller and any Substitution Principal Amount) received by
the Master Servicer with respect to the applicable Remittance Date in the month
of such Distribution Date and any Unscheduled Principal Receipts received by the
Master Servicer on or prior to the Business Day preceding such Distribution
Date, (ii) all Periodic Advances made by a Servicer pursuant to the related
Servicing Agreement or Periodic Advances made by the Master Servicer or the
Trust Administrator pursuant to Section 3.03 and (iii) all other amounts
required to be placed in the Certificate Account by the Servicer on or before
the applicable Remittance Date or by the Master Servicer or the Trust
Administrator on or prior to the Distribution Date, but excluding the following:
(a) amounts received as late payments of principal or interest
and respecting which the Master Servicer or the Trust Administrator has
made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trust
Administrator;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any,
(ii) the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal
and interest due after the Due Date occurring in the month in which
such Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the
Servicers after the Applicable Unscheduled Principal Receipt Period
relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on
such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Seller pursuant to 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 Mortgage Loan during the
month preceding the month in which such Distribution Date occurs and
the unpaid principal balance of such defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds
which represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the
Certificate Account in respect of the Mortgage Loans, to the extent not
covered by clauses (a) through (h) above, or not required to be
deposited in the Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which
had previously been allocated as a loss to one or more Classes of the
Class A or Class B Certificates pursuant to Section 4.02 other than
Recoveries covered by the last sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate of
6.750% or greater.
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
April 1998 through March 2003................ 0%
April 2003 through March 2004................ 30%
April 2004 through March 2005................ 40%
April 2005 through March 2006................ 60%
April 2006 through March 2007................ 80%
April 2007 and thereafter.................... 100%
Principal Accretion Amount: With respect to any Class of Accrual
Certificates and as to any Distribution Date prior to the applicable Accretion
Termination Date, an amount with respect to such Class equal to the sum of the
amounts calculated pursuant to clauses (i) and (ii) of the definition of Accrual
Distribution Amount with respect to such Distribution Date.
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class
B-6 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for such Class of Class B Certificates shall equal the difference between (i)
the amount that would have been distributed to such Class as principal in
accordance with Section 4.01(a) for such Distribution Date, calculated without
regard to such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any Class
of Class A Certificates (other than the Class A-5 Certificates), the Original
Principal Balance of such Class. As of any subsequent Determination Date prior
to the Cross-Over Date and as to any Class of Class A Certificates (other than
the Class A-PO Certificates), the Original Principal Balance of such Class
(increased in the case of a Class of Accrual Certificates by the Principal
Accretion Amounts with respect to prior Distribution Dates for such Class of
Accrual Certificates) less the sum of (a) all amounts previously distributed in
respect of such Class on prior Distribution Dates (i) pursuant to Paragraph
third clause (A) of Section 4.01(a), (ii) as a result of a Principal Adjustment
and (iii), if applicable, from the Accrual Distribution Amounts for such prior
Distribution Dates and (b) the Realized Losses allocated through such
Determination Date to such Class pursuant to Section 4.02(b). After the
Cross-Over Date, each such Principal Balance will also be reduced on each
Determination Date by an amount equal to the product of the Class A Loss
Percentage of such Class and the excess, if any, of (i) the Class A Non-PO
Principal Balance as of such Determination Date without regard to this sentence
over (ii) the difference between (A) the Adjusted Pool Amount for the preceding
Distribution Date and (B) the Adjusted Pool Amount (PO Portion) for the
preceding Distribution Date; provided, however, that the amount of any such
reduction for the Class A-6 Certificates will be reduced by the Class A-16 Loss
Allocation Amount. After the Cross-Over Date, the Principal Balance for the
Class A-16 Certificates will additionally be reduced by the Class A-16 Loss
Allocation Amount..
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Principal Balance of such Class
less the sum of (a) all amounts previously distributed in respect of the Class
A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date, the lesser of (i) the Principal
Balance of the Class A-15 Certificates and (ii) the sum of (A) the product of
(1) the Priority Percentage, (2) the Shift Percentage and (3) the Scheduled
Principal Amount and (B) the product of (1) the Priority Percentage, (2) the
Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
Priority Percentage: The (i) sum of the Principal Balance of the Class A-15
Certificates and $21,000,000divided by (ii) the Pool 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.
Rate Determination Date: As to any Distribution Date, the second LIBOR
Business Day preceding the Distribution Date in the month preceding the month in
which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class B-1 Certificates are
DCR and Moody's. The Rating Agency for the Class B-2, Class B-3, Class B-4 and
Class 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.
Reduction Amount: As defined in Section 4.01(b).
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 A-6 Certificates, Class A-7 Certificates,
Class A-8 Certificates, Class A-9 Certificates, Class A-10 Certificates, Class
A-12 Certificates and Class A-16 Certificates.
Scheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted 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 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 A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Percentage.
Schedule I Reduction Amount: As defined in Section 4.01(b).
Schedule II Reduction Amount: As defined in Section 4.01(b).
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, People's Bank, America First Credit
Union, The Huntington Mortgage Company, FT Mortgage Companies, First Bank
National Association, Farmers State Bank and Trust, First Union Mortgage Corp.,
National City Mortgage Co. and Suntrust Mortgage Inc., as Servicer under the
related Servicing Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
April 1998 through March 2003......................... 0%
April 2003 and thereafter.......................... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences
the smallest permissible Denomination for such Class, as set forth in
Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the
part of the 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 the Servicing Agreement.
Special Hazard Loss Amount: As of any Distribution Date, an amount equal to
$3,502,802.00 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trust Administrator. On and or after the Cross-Over Date, the Special
Hazard Loss Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A
Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution
Date, the percentage which is the difference between 100% and the
Class A Prepayment Percentage for such date.
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 Account (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.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest Shortfalls,
the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid Interest
Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid
Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class B-6
Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, 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 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 A Non-PO Optimal Principal Amount, but without that amount being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds 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 A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established
and maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-5 Certificates will
be entitled to 1% of the aggregate Voting Interest represented by all
Certificates and each remaining Class of Certificates will be entitled to a pro
rata portion of the remaining Voting Interest equal to the ratio obtained by
dividing the Principal Balance of such Class by the sum of the Class A Principal
Balance and the Class B Principal Balance. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provisions hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
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 the Fixed Retained Yield) and principal
received by the Seller on or with respect to the Mortgage Loans after the
Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the 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 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
Master 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 (A) any Mortgage Loan
identified on the Mortgage Loan Schedule as a T.O.P. Mortgage Loan and
(B) any Mortgage Loan secured by a Mortgaged Property located in any
jurisdiction, as to which an opinion of counsel of the type customarily
rendered in such jurisdiction in lieu of title insurance is instead
received) is covered by an American Land Title Association mortgagee
title insurance policy or other generally acceptable form of policy or
insurance acceptable to 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 National Flood
Insurance Act of 1968, as amended; and each Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor's
cost and expense;
(xvii) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration; the Seller has not waived any default, breach, violation
or event of acceleration; and no foreclosure action is currently
threatened or has been commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note
or Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject it to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto;
(xix) Each Mortgage Note is payable in monthly payments,
resulting in complete amortization of the Mortgage Loan over a term of
not more than 360 months;
(xx) Each Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of
the benefits of the security, including realization by judicial
foreclosure (subject to any limitation arising from any bankruptcy,
insolvency or other law for the relief of debtors), and there is no
homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States
and consists of a one- to four-unit residential property, which may
include a detached home, townhouse, condominium unit or a unit in a
planned unit development or, in the case of Mortgage Loans secured by
Co-op Shares, leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit
has been delivered to the 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
Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates (other
than the Class A-R and Class A-LR Certificates) and the Classes of Class B
Certificates as classes of "regular interests" and the Class A-R Certificate as
the single class of "residual interest" in the Upper-Tier REMIC for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby
further designates the Class A-L1 Interest, Class A-L2 Interest, Class A-L3
Interest, Class A-L4 Interest, Class A-L6 Interest, Class A-L9 Interest, Class
A-L10 Interest, Class A-L12 Interest, Class A-L14 Interest, Class A-LPO
Interest, Class A-LUR Interest, Class B-L1 Interest, Class B-L2 Interest, Class
B-L3 Interest, Class B-L4 Interest, Class B-L5 Interest and Class B-L6 Interest
as classes of "regular interests" and the Class A-LR Certificate as the single
class of "residual interest" in the Lower-Tier REMIC for the purposes of Code
Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby
designated as the "Startup Day" of each of the Upper-Tier REMIC and Lower-Tier
REMIC within the meaning of Code Section 860G(a)(9). The "latest possible
maturity date" of the regular interests in the Upper-Tier REMIC and Lower-Tier
REMIC is April 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 Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the
Master Servicer or the 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 the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the 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 the
Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid
Master Servicing Fee or Servicing Fee (as adjusted pursuant to the
related Servicing Agreement) and any unpaid assumption fees, late
payment charges or other Mortgagor charges on the related Mortgage
Loan;
(x) to withdraw from the Certificate Account
any amount deposited in the Certificate Account that was not
required to be deposited therein;
(xi) to clear and terminate the 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 the 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 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 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 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 the 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 the
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 the 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 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 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 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 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 the Certificate Account as of the close of business
on such Distribution Date stating that all distributions required to be made by
the Master Servicer under this Agreement have been made (or, if any required
distribution has not been made by the Master Servicer, specifying the nature and
status thereof) and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from such account for each
category of deposit and withdrawal specified in Sections 3.01 and 3.02. Such
statement may be in the form of the then current 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 Mortgage Loans as of the close of business as of the last
day of the calendar month immediately preceding such Distribution Date. Copies
of such statement shall be provided by the 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 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,
.odification 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 Cut-Off Date Aggregate Principal Balance of the Mortgage
Loans. 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 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 of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09. Termination and Substitution of Servicing
Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller, 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. Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation
Proceeds received from a Servicer shall be allocated first to accrued and unpaid
interest on the related Mortgage Loan and then to the unpaid principal balance
thereof.
Section 3.11. 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 A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 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 Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates, pro rata, based upon their
respective Interest Accrual Amounts, in an aggregate amount up to the Class A
Interest Accrual Amount with respect to such Distribution Date; provided that
prior to the applicable Accretion Termination Date, an amount equal to the
amount that would otherwise be distributable in respect of interest to each
Class of Accrual Certificates pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain Classes of Class A
Certificates, in each case in accordance with Section 4.01(b);
second, to the Classes of Class A Certificates, pro rata, based upon their
respective Class A Unpaid Interest Shortfalls, in an aggregate amount up to the
Aggregate Class A Unpaid Interest Shortfall; provided that prior to the
applicable Accretion Termination Date, an amount equal to the amount that would
otherwise be distributable in respect of unpaid interest shortfalls to each
Class of Accrual Certificates pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain Classes of Class A
Certificates, in each case in accordance with Section 4.01(b);
third, concurrently, to the Class A Certificates (other than the Class A-PO
Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount from amounts otherwise distributable (without regard to this
Paragraph fourth) first to the Class B-6 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-5 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-4 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-2 Certificates pursuant to Paragraph
tenth below, and sixth to the Class B-1 Certificates pursuant to Paragraph
seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
sixth, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1 Certificates pursuant to this Paragraph seventh will be reduced by
the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the Interest
Accrual Amount for the Class B-2 Certificates with respect to such Distribution
Date;
ninth, to the Class B-2 Certificates in an amount up to the
Class B-2 Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Paragraph tenth will be reduced by
the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the Interest
Accrual Amount for the Class B-3 Certificates with respect to such Distribution
Date;
twelfth, to the Class B-3 Certificates in an amount up to the
Class B-3 Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Paragraph thirteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-3
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such Distribution
Date;
fifteenth, to the Class B-4 Certificates in an amount up to the
Class B-4 Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Paragraph sixteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-4
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the Interest
Accrual Amount for the Class B-5 Certificates with respect to such Distribution
Date;
eighteenth, to the Class B-5 Certificates in an amount up to the
Class B-5 Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-5 Certificates pursuant to this Paragraph nineteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-5
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the Interest
Accrual Amount for the Class B-6 Certificates with respect to such Distribution
Date;
twenty-first, to the Class B-6 Certificates in an amount up to
the Class B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the Class
B-6 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-6 Certificates pursuant to this Paragraph twenty-second will be
reduced by the amount, if any, that would have been distributable to the Class
B-6 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class (other than the Class A-R or Class A-LR Certificates) has
been reduced to zero, such Class will be entitled to no further distributions of
principal or interest (including, without limitation, any Unpaid Interest
Shortfalls).
In addition, 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 A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-5 and
Class A-PO Certificates) and any Class of Class B Certificates with a lower
numerical designation pro rata based on their Principal Balances.
(ii)Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class A-L1 Interest, Class A-L2 Interest and
Class A-L3 Interest) shall receive distributions in respect of interest (or, in
the case of the Class A-L4 Interest (with respect to the Class A-11
Certificates) and Class A-L12 Interest as described below shall have such
amounts added to their principal balances) in an amount equal to the Interest
Accrual Amounts and Unpaid Interest Shortfalls, as the case may be, in respect
of its Corresponding Upper-Tier Class or Classes, in each case to the extent
actually distributed (or, in the case of a Class of Accrual Certificates, added
to their Principal Balance) thereon. The Class 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 A-1 Certificates and (ii) an amount
equal to the product of the Class A-L1 Interest Fraction and the amount of
interest distributed on the Class A-5 Certificates. The Class 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 A-2 Certificates and (ii)
an amount equal to the product of the Class A-L2 Interest Fraction and the
amount of interest distributed on the Class A-5 Certificates. The Class 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 A-3
Certificates and (ii) an amount equal to the product of the Class A-L3 Interest
Fraction and the amount of interest distributed on the Class A-5 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 Principal Balances of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class A-L2
Interest, Class A-L3 Interest, Class A-L4 Interest, Class A-L6 Interest, Class
B-L1 Interest, Class BL-2 Interest, Class BL-3 Interest, Class BL-4 Interest,
Class BL-5 Interest and Class BL-6 Interest shall be 6.750% per annum. The
pass-through rate with respect to the Class A-L12 Interest shall be 7.000% per
annum. The pass-through rate with respect to the Class A-L9 Interest shall be
6.900% per annum. The pass-through rate with respect to the Class A-L10 Interest
shall be 7.065% per annum. The Class A-L14 Interest and Class A-LPO Interest are
principal-only interests and are not entitled to distributions of interest. Any
Non-Supported Interest Shortfalls will be allocated to each Uncertificated
Lower-Tier Interest in the same relative proportions as interest is allocated to
such Uncertificated Lower-Tier Interest.
(b) The Class A-5 Certificates are interest-only
Certificates and are not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount will be allocated among and distributed
in reduction of the Principal Balances of the Classes of Class A Certificates
(other than the Class A-PO Certificates) in accordance with the following
priorities.
I. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-11 Certificates, the Accrual Distribution Amount for the
Class A-11 Certificates will be allocated as follows:
first, concurrently, to the Class A-6, Class A-7, Class A-8 and Class A-16
Certificates, pro rata, up to their respective Reduction Amounts for such
Distribution Date; and
second, to the Class A-11 Certificates, until the Principal
Balance thereof has been reduced to zero;
II. On each Distribution Date occurring prior to the Accretion Termination
Dates for the Class A-12 and Class A-13 Certificates, the sum of the Accrual
Distribution Amounts for the Class A-12 and Class A-13 Certificates will be
allocated as follows:
first, concurrently, to the Class A-9 and Class A-10 Certificates, pro
rata, up to their respective Schedule I Reduction Amounts for such Distribution
Date;
second, to the Class A-12 Certificates, up to their Reduction
Amount for such Distribution Date;
third, concurrently, to the Class A-9 and Class A-10 Certificates, pro
rata, up to their respective Schedule II Reduction Amounts for such Distribution
Date;
fourth, to the Class A-13 Certificates, until the Principal
Balance thereof has been reduced to zero; and
fifth, to the Class A-12 Certificates, until the Principal
Balance thereof has been reduced to zero;
III. The Class A Non-PO Principal Amount will be allocated as follows:
first, to the Class A-15 Certificates up to their Priority
Amount for such Distribution Date;
second, concurrently, to the Class A-1 Certificates and Class A-2
Certificates, pro rata, up to their respective PAC Principal Amounts for such
Distribution Date;
third, to the Class A-3 Certificates, up to their PAC Principal
Amount for such Distribution Date;
fourth, to the Class A-4 Certificates, up to their PAC Principal
Amount for such Distribution Date;
fifth, concurrently, as follows:
(A) 59.0264182486% sequentially as follows:
(i) concurrently, to the Class A-6, Class A-7, Class A-8 and Class A-16
Certificates, pro rata, up to their respective Reduction Amounts for such
Distribution Date;
(ii) to the Class A-11 Certificates, until the Principal Balance
thereof has been reduced to zero; and
(iii) concurrently, to the Class A-6, Class A-7, Class A-8 and Class
A-16 Certificates, pro rata, without regard to their respective Reduction
Amounts for such Distribution Date, until the Principal Balance of each such
Class has been reduced to zero;
(B) 39.5102395460% sequentially as follows:
(i) concurrently, to the Class A-9 and Class A-10 Certificates, pro
rata, up to their respective Schedule I Reduction Amounts for such Distribution
Date;
(ii) to the Class A-12 Certificates, up to their Reduction Amount for
such Distribution Date;
(iii) concurrently, to the Class A-9 and Class A-10 Certificates, pro
rata, up to their respective Schedule II Reduction Amounts for such Distribution
Date;
(iv) to the Class A-13 Certificates, until the Principal Balance
thereof has been reduced to zero;
(v) to the Class A-12 Certificates, without regard to their Reduction
Amount for such Distribution Date, until the Principal Balance thereof has been
reduced to zero; and
(vi) concurrently, to the Class A-9 and Class A-10 Certificates, pro
rata, without regard to their respective Schedule I or Schedule II Reduction
Amounts for such Distribution Date, until the Principal Balance of each such
Class has been reduced to zero;
(C) 1.4633422054%, to the Class A-14 Certificates, until the Principal
Balance thereof has been reduced to zero;
sixth, concurrently, to the Class A-1 and Class A-2 Certificates, pro rata,
without regard to their respective PAC Principal Amounts for such Distribution
Date, until the Principal Balance of each such Class has been reduced to zero;
seventh, to the Class A-3 Certificates, without regard to their PAC
Principal Amount for such Distribution Date, until the Principal Balance thereof
has been reduced to zero;
eighth, to the Class A-4 Certificates, without regard to their PAC
Principal Amount for such Distribution Date, until the Principal Balance thereof
has been reduced to zero;
ninth, sequentially, to the Class A-R and the Class A-LR Certificates, in
that order, until the Principal Balance of each such Class has been reduced to
zero; and
tenth, to the Class A-15 Certificates, without regard to their Priority
Amount, until the Principal Balance thereof has been reduced to zero.
As used above, the "PAC Principal Amount" for any Distribution Date and for
any Class of PAC Certificates means the amount, if any, that would reduce the
Principal Balance of such Class to the percentage of its Original Principal
Balance shown in the tables set forth below with respect to such Distribution
Date.
As used above, the "Reduction Amount" for any Distribution Date and the
Class A-6, Class A-7, Class A-8, Class A-12 and Class A-16 Certificates means
the amount, if any, that would reduce the Principal Balance of such Class to the
percentage of its Original Principal Balance shown in the tables for the Class
A-6, Class A-7, Class A-8, Class A-12 and Class A-16 Certificates set forth
below with respect to such Distribution Date.
As used above, the "Schedule I Reduction Amount" for any Distribution Date
and the Class A-9 and Class A-10 Certificates means the amount, if any, that
would reduce the Principal Balance of each such Class to the percentage of its
Original Principal Balance shown in the related Schedule I table set forth below
with respect to such Distribution Date.
As used above, the "Schedule II Reduction Amount" for any Distribution Date
and the Class A-9 and Class A-10 Certificates means the amount, if any, that
would reduce the Principal Balance of each such Class to the percentage of its
Original Principal Balance shown in the related Schedule II table set forth
below with respect to such Distribution Date.
The following tables set forth for each Distribution Date the planned
Principal Balances for the PAC Certificates and the scheduled Principal Balances
for the Scheduled Certificates, expressed as a percentage of the Original
Principal Balance of such Class.
<PAGE>
<TABLE>
<CAPTION>
Planned Principal Balances
as Percentages of Initial Principal Balance
Class A-1 Certificates
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
up to and October 64.78903127% July 2001 25.26170916%
including 2000
February 100.00000000% November 60.30770181 August 2001 20.97984643
2000 2000
March 2000 95.88921644 December 55.84898980 September 2001 16.71958736
2000
April 2000 91.66184493 January 51.41278030 October 2001 12.48082219
2001
May 2000 87.32058268 February 46.99895887 November 2001 8.26344198
2001
June 2000 82.88047032 March 2001 42.60741164 December 2001 4.06733807
July 2000 78.36518676 April 2001 38.23802541 January 2002
August 2000 73.82000602 May 2001 33.89068751 and thereafter 0.00000000
September 69.29309396 June 2001 29.56528591
2000
</TABLE>
<TABLE>
<CAPTION>
Class A-2 Certificates
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balanc
<S> <C> <C> <C> <C> <C>
up to and November 60.30770178% August 20.97984640%
including 2000 2001
February 100.00000000% December 55.84898980 September 16.71958732
2000 2000 2001
March 2000 95.88921642 January 51.41278029 October 12.48082222
2001 2001
April 2000 91.66184492 February 46.99895885 November 8.26344200
2001 2001
May 2000 87.32058265 March 42.60741164 December 4.06733806
2001 2001
June 2000 82.88047034 April 38.23802539 January 2002
2001
July 2000 78.36518671 May 2001 33.89068749 and 0.00000000
thereafter
August 73.82000604 June 2001 29.56528591
2000
September 69.29309394 July 2001 25.26170916
2000
October 64.78903126
2000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Planned Principal Balances
as Percentages of Initial Principal Balance
Class A-3 Certificates
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
up to and November 24.32486103% November 5.68676461%
including 2004 2007
December 2001 100.00000000% December 22.73308242 December 5.68676461
2004 2007
January 2002 99.93186846 January 21.19219103 January 5.68676461
2005 2008
February 2002 97.30160579 February 19.70087784 February 5.68676461
2005 2008
March 2002 94.68461138 March 2005 18.25786522 March 5.68676461
2008
April 2002 92.08081794 April 2005 17.26061513 April 5.68676461
2008
May 2002 89.49015852 May 2005 16.29909122 May 2008 5.68676461
June 2002 86.91256652 June 2005 15.37228731 June 2008 5.68676461
July 2002 84.34797572 July 2005 14.47922289 July 2008 5.68676461
August 2002 81.79632022 August 13.61894241 August 5.68676461
2005 2008
September 2002 79.25753448 September 12.79051478 September 5.68676461
2005 2008
October 2002 76.73155330 October 11.99303271 October 5.65235600
2005 2008
November 2002 74.21831187 November 11.22561217 November 5.58550268
2005 2008
December 2002 71.71774564 December 10.48739180 December 5.49001114
2005 2008
January 2003 69.22979044 January 9.77753234 January 5.36241895
2006 2009
February 2003 66.75438248 February 9.09521617 February 5.20738525
2006 2009
March 2003 64.29145824 March 8.43964671 March 5.02522830
2006 2009
April 2003 62.11420158 April 2006 8.14263856 April 4.81786020
2009
May 2003 59.94930103 May 2006 7.85931922 May 2009 4.58667816
June 2003 57.79669583 June 2006 7.58924198 June 2009 4.31572564
July 2003 55.65632557 July 2006 7.33197286 July 2009 4.02749715
August 2003 53.52813013 August 7.08709021 August 3.73116266
2006 2009
September 51.41204976 September 6.85418443 September 3.40899083
2003 2006 2009
October 49.30802504 October 6.63285764 October 3.07011023
2003 2006 2009
November 2003 47.21599685 November 6.42272337 November 2.71467028
2006 2009
December 45.13590641 December 6.22340626 December 2.34280246
2003 2006 2009
January 43.06769529 January 6.03454174 January 1.95462122
2004 2007 2010
February 41.01130535 February 5.85577580 February 1.55022504
2004 2007 2010
March 2004 38.96667878 March 5.68676461 March 1.12969736
2007 2010
April 2004 36.98848589 April 5.68676461 April 0.69060159
2007 2010
May 2004 35.02160618 May 2007 5.68676461 May 2010 0.26206979
June 2004 33.09516508 June 2007 5.68676461 June 2010
July 2004 31.22816599 July 2007 5.68676461 and 0.00000000
thereafter
August 2004 29.41909568 August 5.68676461
2007
September 27.66647696 September 5.68676461
2004 2007
October 25.96886791 October 5.68676461
2004 2007
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-4 Certificates
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
up to and including November 52.36219961% June 2013 9.00991084%
2011
May 2010 100.00000000% December 50.19002153 July 2013 7.65236583
2011
June 2010 98.73989689 January 48.07064004 August 6.32820303
2012 2013
July 2010 95.44617466 February 46.00280113 September 5.03662365
2012 2013
August 92.23180687 March 43.98527972 October 3.77684736
2010 2012 2013
September 89.09491903 April 42.01687940 November 2.54811252
2010 2012 2013
October 86.03368028 May 2012 40.09643200 December 1.34967515
2010 2013
November 83.04630272 June 2012 38.22279660 January 0.18080871
2010 2014
December 80.13103975 July 2012 36.39485910 February 9.04080406
2010 2014
January 77.28618567 August 34.61153131 March 7.92896857
2011 2012 2014
February 74.51007473 September 32.87175073 April 6.84462598
2011 2012 2014
March 2011 71.80107987 October 31.17447970 May 2014 5.78711607
2012
April 2011 69.15761216 November 29.51870475 June 4.75579379
2012 2014
May 2011 66.57811962 December 27.90343664 July 3.75002984
2012 2014
June 2011 64.06108659 January 26.32770866 August 2.76920952
2013 2014
July 2011 61.60503278 February 24.79057754 September 1.81273251
2013 2014
August 59.20851272 March 23.29112145 October 0.88001272
2011 2013 2014
September 56.87011436 April 21.82844068 November 2014
2011 2013
October 54.58845890 May 2013 20.40165656 and 0.00000000
2011 thereafter
</TABLE>
<PAGE>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-6 Certificates
<PAGE>
Percentage of
Initial
Distribution Date Principal Balance
March 1998 100.00000000%
April 1998 99.56673893
May 1998 99.04158418
June 1998 98.42474147
July 1998 97.71654494
August 1998 96.91745752
September 1998 96.02807111
October 1998 95.04910637
November 1998 93.98141227
December 1998 92.82596532
January 1999 91.58386852
February 1999 90.25634990
March 1999 88.84476095
April 1999 87.35057458
May 1999 85.77558753
June 1999 84.12149977
July 1999 82.39012484
August 1999 80.58338680
September 1999 78.70331675
October 1999 76.75208158
November 1999 74.73194383
December 1999 72.64537027
January 2000 70.49496532
February 2000 68.28321815
March 2000 66.98051245
April 2000 65.64961592
May 2000 64.29312177
June 2000 62.91846042
July 2000 61.53623162
August 2000 60.16509487
September 2000 58.82412184
October 2000 57.51467097
November 2000 56.23620797
December 2000 54.98820683
January 2001 53.77014979
February 2001 52.58152709
March 2001 51.42183696
April 2001 50.29058545
May 2001 49.18728631
June 2001 48.11146087
July 2001 47.06263795
August 2001 46.04035373
September 2001 45.04415163
October 2001 44.07358221
November 2001 43.12820306
December 2001 42.20757869
January 2002 41.31128044
February 2002 40.43888633
March 2002 39.58998106
April 2002 38.76415576
May 2002 37.96100802
June 2002 37.18014172
July 2002 36.42116700
August 2002 35.68370005
September 2002 34.96736318
October 2002 34.27178456
November 2002 33.59659825
December 2002 32.94144404
January 2003 32.30596744
February 2003 31.68981948
March 2003 31.09265674
April 2003 30.63400597
May 2003 30.19267145
June 2003 29.76832912
July 2003 29.36066011
August 2003 28.96935059
September 2003 28.59409170
October 2003 28.23457953
November 2003 27.89051502
December 2003 27.56160382
January 2004 27.24755632
February 2004 26.94808752
March 2004 26.66291697
April 2004 26.42837932
May 2004 26.20697881
June 2004 25.98760495
July 2004 25.76291463
August 2004 25.53319627
September 2004 25.29872911
October 2004 25.05978345
November 2004 24.81662090
December 2004 24.56949457
January 2005 24.31864937
February 2005 24.06432221
March 2005 23.80674216
April 2005 23.50225609
May 2005 23.19686726
June 2005 22.89073638
July 2005 22.58401810
August 2005 22.27686107
September 2005 21.96940819
October 2005 21.66179674
November 2005 21.35415857
December 2005 21.04662021
January 2006 20.73930312
February 2006 20.43232372
March 2006 20.12579364
April 2005 19.78823822
May 2006 19.45342627
June 2006 19.12138448
July 2006 18.79213708
August 2006 18.46570601
September 2006 18.14211093
October 2006 17.82136934
November 2006 17.50349665
December 2006 17.18850623
January 2007 16.87640955
February 2007 16.56721620
March 2007 16.26093397
April 2007 15.97644226
May 2007 15.69589598
June 2007 15.41923146
July 2007 15.14638590
August 2007 14.87729749
September 2007 14.61190531
October 2007 14.35014939
November 2007 14.09197059
December 2007 13.83731071
January 2008 13.58611239
February 2008 13.33831913
March 2008 13.09387527
April 2008 12.85272598
May 2008 12.61481724
June 2008 12.38009582
July 2008 12.14850933
August 2008 11.92000612
September 2008 11.69453531
October 2008 11.48483855
November 2008 11.29013635
December 2008 11.10896499
January 2009 10.94256371
February 2009 10.78915324
March 2009 10.64856876
April 2009 10.52005359
May 2009 10.40304317
June 2009 10.30342504
July 2009 10.21279281
August 2009 10.12769428
September 2009 10.05467873
October 2009 9.99031064
November 2009 9.93449314
December 2009 9.88713672
January 2010 9.84815872
February 2010 9.81748309
March 2010 9.62556506
April 2010 9.41260428
May 2010 9.20107602
June 2010 8.99098609
July 2010 8.78233942
August 2010 8.57514014
September 2010 8.36939159
October 2010 8.16509631
November 2010 7.96225614
December 2010 7.76087215
January 2011 7.56094481
February 2011 7.36247384
March 2011 7.16545837
April 2011 6.96989692
May 2011 6.77578740
June 2011 6.58312718
July 2011 6.39191303
August 2011 6.20214128
September 2011 6.01380766
October 2011 5.82690750
November 2011 5.64143562
December 2011 5.45738641
January 2012 5.27475382
February 2012 5.09353140
March 2012 4.91371231
April 2012 4.73528933
May 2012 4.55825487
June 2012 4.38260102
July 2012 4.20831953
August 2012 4.03540183
September 2012 3.86383906
October 2012 3.69362206
November 2012 3.52474141
December 2012 3.35718743
January 2013 3.19095019
February 2013 3.02601953
March 2013 2.86238507
April 2013 2.70003620
May 2013 2.53896212
June 2013 2.37915188
July 2013 2.22059426
August 2013 2.06327797
September 2013 1.90719150
October 2013 1.75232322
November 2013 1.59866133
December 2013 1.44619390
January 2014 1.29490895
February 2014 1.14479426
March 2014 0.99583763
April 2014 0.84802666
May 2014 0.70134892
June 2014 0.55579187
July 2014 0.41134289
August 2014 0.26798930
September 2014 0.12571836
October 2014
and thereafter 0.00000000
<PAGE>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-7 Certificates
<PAGE>
Percentage of
Initial
Distribution Date Principal Balance
March 1998 100.00000000%
April 1998 99.56673896
May 1998 99.04158419
June 1998 98.42474150
July 1998 97.71654493
August 1998 96.91745749
September 1998 96.02807108
October 1998 95.04910634
November 1998 93.98141224
December 1998 92.82596532
January 1999 91.58386852
February 1999 90.25634988
March 1999 88.84476098
April 1999 87.35057458
May 1999 85.77558757
June 1999 84.12149975
July 1999 82.39012486
August 1999 80.58338679
September 1999 78.70331672
October 1999 76.75208158
November 1999 74.73194381
December 1999 72.64537024
January 2000 70.49496532
February 2000 68.28321815
March 2000 66.98051247
April 2000 65.64961588
May 2000 64.29312180
June 2000 62.91846042
July 2000 61.53623164
August 2000 60.16509488
September 2000 58.82412187
October 2000 57.51467099
November 2000 56.23620797
December 2000 54.98820682
January 2001 53.77014980
February 2001 52.58152711
March 2001 51.42183696
April 2001 50.29058547
May 2001 49.18728631
June 2001 48.11146086
July 2001 47.06263797
August 2001 46.04035376
September 2001 45.04415165
October 2001 44.07358222
November 2001 43.12820307
December 2001 42.20757872
January 2002 41.31128045
February 2002 40.43888634
March 2002 39.58998104
April 2002 38.76415578
May 2002 37.96100802
June 2002 37.18014172
July 2002 36.42116698
August 2002 35.68370008
September 2002 34.96736318
October 2002 34.27178459
November 2002 33.59659826
December 2002 32.94144406
January 2003 32.30596742
February 2003 31.68981946
March 2003 31.09265674
April 2003 30.63400598
May 2003 30.19267144
June 2003 29.76832913
July 2003 29.36066011
August 2003 28.96935058
September 2003 28.59409170
October 2003 28.23457955
November 2003 27.89051502
December 2003 27.56160379
January 2004 27.24755632
February 2004 26.94808750
March 2004 26.66291695
April 2004 26.42837934
May 2004 26.20697881
June 2004 25.98760494
July 2004 25.76291466
August 2004 25.53319626
September 2004 25.29872910
October 2004 25.05978344
November 2004 24.81662091
December 2004 24.56949459
January 2005 24.31864936
February 2005 24.06432220
March 2005 23.80674214
April 2005 23.50225608
May 2005 23.19686725
June 2005 22.89073641
July 2005 22.58401807
August 2005 22.27686108
September 2005 21.96940817
October 2005 21.66179674
November 2005 21.35415858
December 2005 21.04662021
January 2006 20.73930311
February 2006 20.43232372
March 2006 20.12579362
April 2005 19.78823826
May 2006 19.45342631
June 2006 19.12138450
July 2006 18.79213708
August 2006 18.46570599
September 2006 18.14211092
October 2006 17.82136935
November 2006 17.50349663
December 2006 17.18850624
January 2007 16.87640957
February 2007 16.56721618
March 2007 16.26093394
April 2007 15.97644228
May 2007 15.69589595
June 2007 15.41923145
July 2007 15.14638590
August 2007 14.87729751
September 2007 14.61190531
October 2007 14.35014936
November 2007 14.09197060
December 2007 13.83731074
January 2008 13.58611238
February 2008 13.33831914
March 2008 13.09387527
April 2008 12.85272598
May 2008 12.61481723
June 2008 12.38009584
July 2008 12.14850935
August 2008 11.92000611
September 2008 11.69453532
October 2008 11.48483855
November 2008 11.29013638
December 2008 11.10896500
January 2009 10.94256370
February 2009 10.78915324
March 2009 10.64856879
April 2009 10.52005358
May 2009 10.40304315
June 2009 10.30342504
July 2009 10.21279280
August 2009 10.12769429
September 2009 10.05467876
October 2009 9.99031061
November 2009 9.93449313
December 2009 9.88713669
January 2010 9.84815871
February 2010 9.81748307
March 2010 9.62556504
April 2010 9.41260430
May 2010 9.20107605
June 2010 8.99098606
July 2010 8.78233944
August 2010 8.57514013
September 2010 8.36939163
October 2010 8.16509635
November 2010 7.96225614
December 2010 7.76087215
January 2011 7.56094483
February 2011 7.36247384
March 2011 7.16545838
April 2011 6.96989691
May 2011 6.77578739
June 2011 6.58312715
July 2011 6.39191301
August 2011 6.20214128
September 2011 6.01380769
October 2011 5.82690753
November 2011 5.64143560
December 2011 5.45738641
January 2012 5.27475385
February 2012 5.09353137
March 2012 4.91371229
April 2012 4.73528930
May 2012 4.55825487
June 2012 4.38260099
July 2012 4.20831952
August 2012 4.03540181
September 2012 3.86383906
October 2012 3.69362206
November 2012 3.52474138
December 2012 3.35718741
January 2013 3.19095017
February 2013 3.02601954
March 2013 2.86238507
April 2013 2.70003621
May 2013 2.53896214
June 2013 2.37915190
July 2013 2.22059425
August 2013 2.06327797
September 2013 1.90719149
October 2013 1.75232321
November 2013 1.59866132
December 2013 1.44619390
January 2014 1.29490893
February 2014 1.14479426
March 2014 0.99583760
April 2014 0.84802666
May 2014 0.70134892
June 2014 0.55579184
July 2014 0.41134288
August 2014 0.26798931
September 2014 0.12571834
October 2014
and thereafter 0.00000000
<PAGE>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-8 Certificates
<PAGE>
Percentage of
Initial
Distribution Date Principal Balance
March 1998 100.00000000%
April 1998 99.56673893
May 1998 99.04158419
June 1998 98.42474150
July 1998 97.71654496
August 1998 96.91745752
September 1998 96.02807111
October 1998 95.04910634
November 1998 93.98141228
December 1998 92.82596535
January 1999 91.58386856
February 1999 90.25634994
March 1999 88.84476098
April 1999 87.35057455
May 1999 85.77558753
June 1999 84.12149981
July 1999 82.39012486
August 1999 80.58338679
September 1999 78.70331672
October 1999 76.75208162
November 1999 74.73194387
December 1999 72.64537027
January 2000 70.49496535
February 2000 68.28321812
March 2000 66.98051241
April 2000 65.64961588
May 2000 64.29312180
June 2000 62.91846039
July 2000 61.53623158
August 2000 60.16509488
September 2000 58.82412180
October 2000 57.51467096
November 2000 56.23620800
December 2000 54.98820685
January 2001 53.77014977
February 2001 52.58152711
March 2001 51.42183696
April 2001 50.29058543
May 2001 49.18728627
June 2001 48.11146086
July 2001 47.06263793
August 2001 46.04035376
September 2001 45.04415168
October 2001 44.07358219
November 2001 43.12820304
December 2001 42.20757866
January 2002 41.31128045
February 2002 40.43888631
March 2002 39.58998110
April 2002 38.76415578
May 2002 37.96100802
June 2002 37.18014175
July 2002 36.42116695
August 2002 35.68370008
September 2002 34.96736321
October 2002 34.27178456
November 2002 33.59659822
December 2002 32.94144406
January 2003 32.30596745
February 2003 31.68981949
March 2003 31.09265674
April 2003 30.63400592
May 2003 30.19267144
June 2003 29.76832913
July 2003 29.36066008
August 2003 28.96935061
September 2003 28.59409173
October 2003 28.23457952
November 2003 27.89051499
December 2003 27.56160386
January 2004 27.24755632
February 2004 26.94808753
March 2004 26.66291695
April 2004 26.42837934
May 2004 26.20697881
June 2004 25.98760491
July 2004 25.76291466
August 2004 25.53319626
September 2004 25.29872910
October 2004 25.05978341
November 2004 24.81662085
December 2004 24.56949456
January 2005 24.31864939
February 2005 24.06432216
March 2005 23.80674217
April 2005 23.50225611
May 2005 23.19686722
June 2005 22.89073635
July 2005 22.58401814
August 2005 22.27686111
September 2005 21.96940817
October 2005 21.66179677
November 2005 21.35415855
December 2005 21.04662018
January 2006 20.73930307
February 2006 20.43232369
March 2006 20.12579362
April 2006 19.78823826
May 2006 19.45342631
June 2006 19.12138450
July 2006 18.79213708
August 2006 18.46570599
September 2006 18.14211092
October 2006 17.82136932
November 2006 17.50349666
December 2006 17.18850620
January 2007 16.87640951
February 2007 16.56721621
March 2007 16.26093394
April 2007 15.97644225
May 2007 15.69589595
June 2007 15.41923148
July 2007 15.14638593
August 2007 14.87729744
September 2007 14.61190531
October 2007 14.35014939
November 2007 14.09197060
December 2007 13.83731071
January 2008 13.58611235
February 2008 13.33831911
March 2008 13.09387524
April 2008 12.85272595
May 2008 12.61481720
June 2008 12.38009584
July 2008 12.14850935
August 2008 11.92000611
September 2008 11.69453532
October 2008 11.48483858
November 2008 11.29013631
December 2008 11.10896497
January 2009 10.94256367
February 2009 10.78915321
March 2009 10.64856873
April 2009 10.52005355
May 2009 10.40304315
June 2009 10.30342507
July 2009 10.21279276
August 2009 10.12769425
September 2009 10.05467869
October 2009 9.99031061
November 2009 9.93449313
December 2009 9.88713669
January 2010 9.84815874
February 2010 9.81748310
March 2010 9.62556510
April 2010 9.41260424
May 2010 9.20107598
June 2010 8.99098606
July 2010 8.78233944
August 2010 8.57514013
September 2010 8.36939156
October 2010 8.16509632
November 2010 7.96225611
December 2010 7.76087218
January 2011 7.56094483
February 2011 7.36247384
March 2011 7.16545838
April 2011 6.96989691
May 2011 6.77578742
June 2011 6.58312715
July 2011 6.39191304
August 2011 6.20214128
September 2011 6.01380766
October 2011 5.82690750
November 2011 5.64143566
December 2011 5.45738641
January 2012 5.27475382
February 2012 5.09353141
March 2012 4.91371229
April 2012 4.73528933
May 2012 4.55825487
June 2012 4.38260099
July 2012 4.20831949
August 2012 4.03540187
September 2012 3.86383906
October 2012 3.69362209
November 2012 3.52474141
December 2012 3.35718738
January 2013 3.19095017
February 2013 3.02601957
March 2013 2.86238507
April 2013 2.70003618
May 2013 2.53896210
June 2013 2.37915187
July 2013 2.22059431
August 2013 2.06327797
September 2013 1.90719149
October 2013 1.75232321
November 2013 1.59866132
December 2013 1.44619387
January 2014 1.29490893
February 2014 1.14479429
March 2014 0.99583763
April 2014 0.84802663
May 2014 0.70134889
June 2014 0.55579191
July 2014 0.41134288
August 2014 0.26798931
September 2014 0.12571840
October 2014
and thereafter 0.00000000
<PAGE>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-9 Certificates
Schedule I
<PAGE>
Percentage of
Initial
Distribution Date Principal Balance
March 1998 100.00000000%
April 1998 99.62764344
May 1998 99.20846280
June 1998 98.74255556
July 1998 98.23004896
August 1998 97.67109988
September 1998 97.06589512
October 1998 96.41465096
November 1998 95.71761328
December 1998 94.97505740
January 1999 94.18728780
February 1999 93.35463816
March 1999 92.47747080
April 1999 91.55617672
May 1999 90.59127708
June 1999 89.58321696
July 1999 88.53246908
August 1999 87.43953320
September 1999 86.30493600
October 1999 85.12924672
November 1999 83.91305912
December 1999 82.65704820
January 2000 81.36193976
February 2000 80.02838276
March 2000 79.72656696
April 2000 79.41825600
May 2000 79.10373580
June 2000 78.78407788
July 2000 78.46088852
August 2000 78.13711876
September 2000 77.81585288
October 2000 77.49736128
November 2000 77.18161176
December 2000 76.86857236
January 2001 76.55821140
February 2001 76.25049728
March 2001 75.94539872
April 2001 75.64288452
May 2001 75.34292384
June 2001 75.04548592
July 2001 74.75054024
August 2001 74.45805644
September 2001 74.16800444
October 2001 73.88035428
November 2001 73.59507624
December 2001 73.31214072
January 2002 73.03151832
February 2002 72.75317996
March 2002 72.47709660
April 2002 72.20323936
May 2002 71.93157972
June 2002 71.66208916
July 2002 71.39473944
August 2002 71.12950244
September 2002 70.86635024
October 2002 70.60525512
November 2002 70.34618952
December 2002 70.08912600
January 2003 69.83403732
February 2003 69.58089644
March 2003 69.32967648
April 2003 69.09841796
May 2003 68.86892228
June 2003 68.64116296
July 2003 68.41511380
August 2003 68.19074868
September 2003 67.96804164
October 2003 67.74696688
November 2003 67.52749876
December 2003 67.30961180
January 2004 67.09328064
February 2004 66.87848012
March 2004 66.66518520
April 2004 66.45906184
May 2004 66.25433324
June 2004 66.03898536
July 2004 65.80516300
August 2004 65.55344068
September 2004 65.28437848
October 2004 64.99852208
November 2004 64.69640340
December 2004 64.37854072
January 2005 64.04543920
February 2005 63.69759100
March 2005 63.33547564
April 2005 62.84951308
May 2005 62.35386256
June 2005 61.84889460
July 2005 61.33496944
August 2005 60.81243720
September 2005 60.28163828
October 2005 59.74290348
November 2005 59.19655428
December 2005 58.64290308
January 2006 58.08225336
February 2006 57.51490004
March 2006 56.94112956
April 2006 56.27499836
May 2006 55.60712372
June 2006 54.93765268
July 2006 54.26672732
August 2006 53.59448488
September 2006 52.92105768
October 2006 52.24657360
November 2006 51.57115584
December 2006 50.89492340
January 2007 50.21799084
February 2007 49.54046868
March 2007 48.86246336
April 2007 48.16498976
May 2007 47.47027508
June 2007 46.77829112
July 2007 46.08900968
August 2007 45.40240280
September 2007 44.71844252
October 2007 44.03710108
November 2007 43.35835084
December 2007 42.68216424
January 2008 42.00851380
February 2008 41.33737224
March 2008 40.66871240
April 2008 40.00250712
May 2008 39.33872944
June 2008 38.67735252
July 2008 38.01834956
August 2008 37.36169392
September 2008 36.70735908
October 2008 36.06945552
November 2008 35.44715016
December 2008 34.83885272
January 2009 34.24595968
February 2009 33.66653080
March 2009 33.10040936
April 2009 32.54678396
May 2009 32.00505476
June 2009 31.48175204
July 2009 30.96760820
August 2009 30.45883032
September 2009 29.96267800
October 2009 29.47537552
November 2009 28.99683632
December 2009 28.52698132
January 2010 28.06573848
February 2010 27.61304244
March 2010 27.16883416
April 2010 26.73409000
May 2010 26.29681624
June 2010 25.85709076
July 2010 25.41498912
August 2010 24.97058472
September 2010 24.52394860
October 2010 24.07514988
November 2010 23.62425536
December 2010 23.17132996
January 2011 22.71643652
February 2011 22.25963596
March 2011 21.80098732
April 2011 21.34054768
May 2011 20.87837248
June 2011 20.41451520
July 2011 19.94902772
August 2011 19.48196020
September 2011 19.01336112
October 2011 18.54327736
November 2011 18.07175424
December 2011 17.59883556
January 2012 17.12456356
February 2012 16.64897912
March 2012 16.17212160
April 2012 15.69402896
May 2012 15.21473788
June 2012 14.73428364
July 2012 14.25270024
August 2012 13.77002040
September 2012 13.28627564
October 2012 12.80149624
November 2012 12.31571128
December 2012 11.82894872
January 2013 11.34123540
February 2013 10.85259704
March 2013 10.36305828
April 2013 9.87264272
May 2013 9.38137300
June 2013 8.88927060
July 2013 8.39635620
August 2013 7.90264944
September 2013 7.40816904
October 2013 6.91293280
November 2013 6.41695764
December 2013 5.92025968
January 2014 5.42285408
February 2014 4.92475524
March 2014 4.42597676
April 2014 3.92653144
May 2014 3.42643128
June 2014 2.92568756
July 2014 2.42431088
August 2014 1.92231100
September 2014 1.41969708
October 2014 0.80050628
November 2014 0.16361020
December 2014
and thereafter 0.00000000
<PAGE>
<TABLE>
<CAPTION>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-9 Certificates
Schedule II
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
March 2000 59.42398340% April 2002 13.14773488%
March 1998 100.00000000% April 2000 57.03139024 May 2002 12.01778024
April 1998 99.62764344 May 2000 54.60647532 June 2002 10.93325588
May 1998 99.20846280 June 2000 52.16415956 July 2002 9.89301244
June 1998 98.74255556 July 2000 49.72500432 August 2002 8.89592740
July 1998 98.23004896 August 2000 47.32411964 September 2002 7.94090460
August 1998 97.67109988 September 2000 44.99668336 October 2002 7.02687336
September 1998 97.06589512 October 2000 42.74439808 November 2002 6.15278828
October 1998 96.41465096 November 2000 40.56542256 December 2002 5.31762820
November 1998 95.71761328 December 2000 38.45795820 January 2003 4.52039608
December 1998 94.97505740 January 2001 36.42024820 February 2003 3.76011820
January 1999 94.18728780 February 2001 34.45057660 March 2003 3.03584364
February 1999 93.35463816 March 2001 32.54726728 April 2003 2.58344052
March 1999 92.47747080 April 2001 30.70868304 May 2003 2.16268724
April 1999 90.99129604 May 2001 28.93322484 June 2003 1.77271388
May 1999 88.55670932 June 2001 27.21933068 July 2003 1.41267128
June 1999 86.00194448 July 2001 25.56547508 August 2003 1.08173048
July 1999 83.33107512 August 2001 23.97016792 September 2003 0.77908220
August 1999 80.54842092 September 2001 22.43195380 October 2003 0.50393652
September 1999 77.65853660 October 2001 20.94941128 November 2003 0.25552236
October 1999 74.66625148 November 2001 19.52115196 December 2003 0.03308704
November 1999 71.57659768 December 2001 18.14581988 January 2004
December 1999 68.39497552 January 2002 16.82209060 and thereafter 0.00000000
January 2000 65.12703632 February 2002 15.54867064
February 2000 61.77827292 March 2002 14.32429668
</TABLE>
<PAGE>
Scheduled Principal Balances as Percentages of Initial Principal Balances
Class A-10 Certificates
Schedule I
<PAGE>
IV-32
NYLIB1\0243576.01
Percentage of
Initial
Distribution Date Principal Balance
March 1998 100.00000000%
April 1998 99.62764343
May 1998 99.20846281
June 1998 98.74255555
July 1998 98.23004895
August 1998 97.67109990
September 1998 97.06589514
October 1998 96.41465095
November 1998 95.71761329
December 1998 94.97505737
January 1999 94.18728780
February 1999 93.35463815
March 1999 92.47747079
April 1999 91.55617672
May 1999 90.59127709
June 1999 89.58321696
July 1999 88.53246905
August 1999 87.43953321
September 1999 86.30493599
October 1999 85.12924674
November 1999 83.91305912
December 1999 82.65704822
January 2000 81.36193977
February 2000 80.02838278
March 2000 79.72656694
April 2000 79.41825599
May 2000 79.10373579
June 2000 78.78407789
July 2000 78.46088853
August 2000 78.13711875
September 2000 77.81585287
October 2000 77.49736127
November 2000 77.18161176
December 2000 76.86857238
January 2001 76.55821139
February 2001 76.25049730
March 2001 75.94539870
April 2001 75.64288453
May 2001 75.34292385
June 2001 75.04548593
July 2001 74.75054023
August 2001 74.45805646
September 2001 74.16800445
October 2001 73.88035430
November 2001 73.59507623
December 2001 73.31214070
January 2002 73.03151834
February 2002 72.75317997
March 2002 72.47709659
April 2002 72.20323938
May 2002 71.93157971
June 2002 71.66208915
July 2002 71.39473943
August 2002 71.12950244
September 2002 70.86635025
October 2002 70.60525514
November 2002 70.34618952
December 2002 70.08912598
January 2003 69.83403732
February 2003 69.58089646
March 2003 69.32967649
April 2003 69.09841797
May 2003 68.86892229
June 2003 68.64116296
July 2003 68.41511381
August 2003 68.19074869
September 2003 67.96804164
October 2003 67.74696687
November 2003 67.52749875
December 2003 67.30961181
January 2004 67.09328065
February 2004 66.87848013
March 2004 66.66518518
April 2004 66.45906185
May 2004 66.25433326
June 2004 66.03898536
July 2004 65.80516299
August 2004 65.55344070
September 2004 65.28437847
October 2004 64.99852208
November 2004 64.69640338
December 2004 64.37854073
January 2005 64.04543922
February 2005 63.69759100
March 2005 63.33547566
April 2005 62.84951308
May 2005 62.35386257
June 2005 61.84889462
July 2005 61.33496944
August 2005 60.81243722
September 2005 60.28163831
October 2005 59.74290349
November 2005 59.19655430
December 2005 58.64290307
January 2006 58.08225337
February 2006 57.51490005
March 2006 56.94112954
April 2006 56.27499839
May 2006 55.60712372
June 2006 54.93765269
July 2006 54.26672733
August 2006 53.59448486
September 2006 52.92105769
October 2006 52.24657358
November 2006 51.57115586
December 2006 50.89492341
January 2007 50.21799085
February 2007 49.54046869
March 2007 48.86246336
April 2007 48.16498975
May 2007 47.47027508
June 2007 46.77829111
July 2007 46.08900970
August 2007 45.40240278
September 2007 44.71844252
October 2007 44.03710109
November 2007 43.35835085
December 2007 42.68216421
January 2008 42.00851381
February 2008 41.33737225
March 2008 40.66871241
April 2008 40.00250713
May 2008 39.33872947
June 2008 38.67735251
July 2008 38.01834957
August 2008 37.36169391
September 2008 36.70735906
October 2008 36.06945553
November 2008 35.44715014
December 2008 34.83885272
January 2009 34.24595969
February 2009 33.66653079
March 2009 33.10040936
April 2009 32.54678393
May 2009 32.00505477
June 2009 31.48175204
July 2009 30.96760822
August 2009 30.45883030
September 2009 29.96267800
October 2009 29.47537553
November 2009 28.99683633
December 2009 28.52698133
January 2010 28.06573847
February 2010 27.61304244
March 2010 27.16883417
April 2010 26.73409001
May 2010 26.29681625
June 2010 25.85709077
July 2010 25.41498913
August 2010 24.97058471
September 2010 24.52394861
October 2010 24.07514986
November 2010 23.62425537
December 2010 23.17132996
January 2011 22.71643651
February 2011 22.25963597
March 2011 21.80098731
April 2011 21.34054770
May 2011 20.87837248
June 2011 20.41451521
July 2011 19.94902772
August 2011 19.48196018
September 2011 19.01336109
October 2011 18.54327735
November 2011 18.07175423
December 2011 17.59883555
January 2012 17.12456356
February 2012 16.64897912
March 2012 16.17212159
April 2012 15.69402897
May 2012 15.21473789
June 2012 14.73428364
July 2012 14.25270023
August 2012 13.77002042
September 2012 13.28627566
October 2012 12.80149623
November 2012 12.31571129
December 2012 11.82894874
January 2013 11.34123542
February 2013 10.85259704
March 2013 10.36305828
April 2013 9.87264273
May 2013 9.38137298
June 2013 8.88927061
July 2013 8.39635620
August 2013 7.90264944
September 2013 7.40816902
October 2013 6.91293277
November 2013 6.41695763
December 2013 5.92025966
January 2014 5.42285407
February 2014 4.92475524
March 2014 4.42597675
April 2014 3.92653142
May 2014 3.42643126
June 2014 2.92568757
July 2014 2.42431087
August 2014 1.92231100
September 2014 1.41969706
October 2014 0.80050627
November 2014 0.16361020
December 2014
and thereafter 0.00000000
<PAGE>
<TABLE>
<CAPTION>
Scheduled Principal Balances as Percentages of Initial Principal Balances
Class A-10 Certificates
Schedule II
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
<S> <C> <C> <C> <C> <C>
March 2000 59.42398341% April 2002 13.14773488%
March 1998 100.00000000% April 2000 57.03139022 May 2002 12.01778023
April 1998 99.62764343 May 2000 54.60647532 June 2002 10.93325586
May 1998 99.20846281 June 2000 52.16415953 July 2002 9.89301243
June 1998 98.74255555 July 2000 49.72500432 August 2002 8.89592741
July 1998 98.23004895 August 2000 47.32411964 September 2002 7.94090458
August 1998 97.67109990 September 2000 44.99668336 October 2002 7.02687337
September 1998 97.06589514 October 2000 42.74439810 November 2002 6.15278827
October 1998 96.41465095 November 2000 40.56542255 December 2002 5.31762819
November 1998 95.71761329 December 2000 38.45795818 January 2003 4.52039610
December 1998 94.97505737 January 2001 36.42024822 February 2003 3.76011821
January 1999 94.18728780 February 2001 34.45057662 March 2003 3.03584364
February 1999 93.35463815 March 2001 32.54726728 April 2003 2.58344052
March 1999 92.47747079 April 2001 30.70868304 May 2003 2.16268723
April 1999 90.99129602 May 2001 28.93322484 June 2003 1.77271389
May 1999 88.55670931 June 2001 27.21933069 July 2003 1.41267129
June 1999 86.00194447 July 2001 25.56547508 August 2003 1.08173048
July 1999 83.33107511 August 2001 23.97016791 September 2003 0.77908221
August 1999 80.54842094 September 2001 22.43195378 October 2003 0.50393654
September 1999 77.65853659 October 2001 20.94941126 November 2003 0.25552237
October 1999 74.66625147 November 2001 19.52115196 December 2003 0.03308702
November 1999 71.57659769 December 2001 18.14581987 January 2004
December 1999 68.39497553 January 2002 16.82209059 and thereafter 0.00000000
January 2000 65.12703633 February 2002 15.54867064
February 2000 61.77827290 March 2002 14.32429667
</TABLE>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-12 Certificates
Percentage of
Initial
Distribution Date Principal Balance
March 1998 100.00000000%
April 1998 97.57791827
May 1998 94.17488298
June 1998 89.79314406
July 1998 84.43757272
August 1998 78.11568042
September 1998 70.83762924
October 1998 62.61623098
November 1998 53.46693935
December 1998 43.40783013
January 1999 32.45957317
February 1999 20.64539337
March 1999 7.99102322
April 1999
and thereafter 0.00000000
<PAGE>
Scheduled Principal Balances as Percentages of Initial Principal Balance
Class A-16 Certificates
<PAGE>
Percentage of
Initial
Distribution Date Principal Balance
March 1998 100.00000000%
April 1998 99.56673900
May 1998 99.04158400
June 1998 98.42474100
July 1998 97.71654500
August 1998 96.91745800
September 1998 96.02807100
October 1998 95.04910600
November 1998 93.98141200
December 1998 92.82596500
January 1999 91.58386900
February 1999 90.25635000
March 1999 88.84476100
April 1999 87.35057500
May 1999 85.77558800
June 1999 84.12150000
July 1999 82.39012500
August 1999 80.58338700
September 1999 78.70331700
October 1999 76.75208200
November 1999 74.73194400
December 1999 72.64537000
January 2000 70.49496500
February 2000 68.28321800
March 2000 66.98051200
April 2000 65.64961600
May 2000 64.29312200
June 2000 62.91846000
July 2000 61.53623200
August 2000 60.16509500
September 2000 58.82412200
October 2000 57.51467100
November 2000 56.23620800
December 2000 54.98820700
January 2001 53.77015000
February 2001 52.58152700
March 2001 51.42183700
April 2001 50.29058500
May 2001 49.18728600
June 2001 48.11146100
July 2001 47.06263800
August 2001 46.04035400
September 2001 45.04415200
October 2001 44.07358200
November 2001 43.12820300
December 2001 42.20757900
January 2002 41.31128000
February 2002 40.43888600
March 2002 39.58998100
April 2002 38.76415600
May 2002 37.96100800
June 2002 37.18014200
July 2002 36.42116700
August 2002 35.68370000
September 2002 34.96736300
October 2002 34.27178500
November 2002 33.59659800
December 2002 32.94144400
January 2003 32.30596700
February 2003 31.68981900
March 2003 31.09265700
April 2003 30.63400600
May 2003 30.19267100
June 2003 29.76832900
July 2003 29.36066000
August 2003 28.96935100
September 2003 28.59409200
October 2003 28.23458000
November 2003 27.89051500
December 2003 27.56160400
January 2004 27.24755600
February 2004 26.94808800
March 2004 26.66291700
April 2004 26.42837900
May 2004 26.20697900
June 2004 25.98760500
July 2004 25.76291500
August 2004 25.53319600
September 2004 25.29872900
October 2004 25.05978300
November 2004 24.81662100
December 2004 24.56949500
January 2005 24.31864900
February 2005 24.06432200
March 2005 23.80674200
April 2005 23.50225600
May 2005 23.19686700
June 2005 22.89073600
July 2005 22.58401800
August 2005 22.27686100
September 2005 21.96940800
October 2005 21.66179700
November 2005 21.35415900
December 2005 21.04662000
January 2006 20.73930300
February 2006 20.43232400
March 2006 20.12579400
April 2006 19.78823800
May 2006 19.45342600
June 2006 19.12138400
July 2006 18.79213700
August 2006 18.46570600
September 2006 18.14211100
October 2006 17.82136900
November 2006 17.50349700
December 2006 17.18850600
January 2007 16.87641000
February 2007 16.56721600
March 2007 16.26093400
April 2007 15.97644200
May 2007 15.69589600
June 2007 15.41923100
July 2007 15.14638600
August 2007 14.87729700
September 2007 14.61190500
October 2007 14.35014900
November 2007 14.09197100
December 2007 13.83731100
January 2008 13.58611200
February 2008 13.33831900
March 2008 13.09387500
April 2008 12.85272600
May 2008 12.61481700
June 2008 12.38009600
July 2008 12.14850900
August 2008 11.92000600
September 2008 11.69453500
October 2008 11.48483900
November 2008 11.29013600
December 2008 11.10896500
January 2009 10.94256400
February 2009 10.78915300
March 2009 10.64856900
April 2009 10.52005400
May 2009 10.40304300
June 2009 10.30342500
July 2009 10.21279300
August 2009 10.12769400
September 2009 10.05467900
October 2009 9.99031100
November 2009 9.93449300
December 2009 9.88713700
January 2010 9.84815900
February 2010 9.81748300
March 2010 9.62556500
April 2010 9.41260400
May 2010 9.20107600
June 2010 8.99098600
July 2010 8.78233900
August 2010 8.57514000
September 2010 8.36939200
October 2010 8.16509600
November 2010 7.96225600
December 2010 7.76087200
January 2011 7.56094500
February 2011 7.36247400
March 2011 7.16545800
April 2011 6.96989700
May 2011 6.77578700
June 2011 6.58312700
July 2011 6.39191300
August 2011 6.20214100
September 2011 6.01380800
October 2011 5.82690800
November 2011 5.64143600
December 2011 5.45738600
January 2012 5.27475400
February 2012 5.09353100
March 2012 4.91371200
April 2012 4.73528900
May 2012 4.55825500
June 2012 4.38260100
July 2012 4.20832000
August 2012 4.03540200
September 2012 3.86383900
October 2012 3.69362200
November 2012 3.52474100
December 2012 3.35718700
January 2013 3.19095000
February 2013 3.02602000
March 2013 2.86238500
April 2013 2.70003600
May 2013 2.53896200
June 2013 2.37915200
July 2013 2.22059400
August 2013 2.06327800
September 2013 1.90719200
October 2013 1.75232300
November 2013 1.59866100
December 2013 1.44619400
January 2014 1.29490900
February 2014 1.14479400
March 2014 0.99583800
April 2014 0.84802700
May 2014 0.70134900
June 2014 0.55579200
July 2014 0.41134300
August 2014 0.26798900
September 2014 0.12571800
October 2014
and thereafter 0.00000000
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Classes of Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or the priorities
set forth in Section 4.01(b).
(d) (i) For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than
the Original Class B-1 Fractional Interest and the Class B-1 Principal
Balance is greater than zero, the Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) if the Current Class B-2 Fractional Interest is less than
the Original Class B-2 Fractional Interest and the Class B-2 Principal
Balance is greater than zero, the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions
of principal; or
(C) if the Current Class B-3 Fractional Interest is less than
the Original Class B-3 Fractional Interest and the Class B-3 Principal
Balance is greater than zero, the Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of
principal; or
(D) if the Current Class B-4 Fractional Interest is less than
the Original Class B-4 Fractional Interest and the Class B-4 Principal
Balance is greater than zero, the Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than
the Original Class B-5 Fractional Interest and the Class B-5 Principal
Balance is greater than zero, the Class B-6 Certificates shall not be
eligible to receive distributions of principal.
(ii)Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) The 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 A-LR Certificateholder (other than as provided in
Section 9.01 respecting the final distribution to Certificateholders) by check
mailed to such Holder at the address of such Holder appearing in the Certificate
Register, the Class A Distribution Amount with respect to the Class A-LR
Certificate and all other amounts distributable to the Class A-LR Certificate.
The 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 A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.24, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates and the Class B Distribution
Amount with respect to each such Class of Class B Certificates.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-5, Class A-R or Class A-LR Certificates) or the Principal Balance of any
Class of Class B Certificates would be reduced to zero, in the case of the Class
A-5 Certificates, the Class A-5 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 with a copy to the Certificate Registrar, specifying that the final
distribution with respect to such Class will be made on such Distribution Date
only upon the presentation and surrender of such Certificateholder's
Certificates at the office or agency of the 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) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal Balance
has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and Class A-PO Certificates, pro rata, based on the Non-PO
Fraction and the PO Fraction, respectively.
After the Cross-Over Date, the principal portion of Realized Losses, other
than Excess Losses, allocated to the Class A-6 Certificates will be borne by the
Class A-16 Certificates to the extent set forth in the proviso to the third
sentence of the first paragraph under the definition of Principal Balance.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates or
Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) 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 Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class 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 in accordance with the preceding provisions, each outstanding Class 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. 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
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 of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the 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) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated between (i) the Class A
Certificates and (ii) the Class B Certificates, pro rata based on the Class A
Interest Accrual Amount and the Class B Interest Accrual Amount for the related
Distribution Date, without regard to any reduction pursuant to this sentence.
Any such loss allocated to the Class A Certificates shall be allocated among the
outstanding Classes of Class A Certificates based on their Class A Interest
Percentages. Any such loss allocated to the Class B Certificates will be
allocated among the outstanding Classes of Class B Certificates based on their
Class B Interest Percentages. In addition, after the Class B Principal Balance
has been reduced to zero, the interest portion of Realized Losses (other than
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses)
will be allocated among the outstanding Classes of Class A Certificates based on
their Class A Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated 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 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 Pool
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 and the Seller a statement setting
forth:
(i) the amount of such distribution to Holders of each Class
of Class A Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(ii) (a) the amount of such distribution to Holders of each
Class of Class A Certificates allocable to interest, (b) the amount of
the Current Class A Interest Distribution Amount allocated to each
Class of Class A Certificates, (c) any Class A Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class A Unpaid Interest Shortfall with respect to each Class
after giving effect to such distribution, (d) the amount of any
Non-Supported Interest Shortfall allocated to each Class of Class A
Certificates for such Distribution Date and (e) the interest portion of
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy
Losses allocated to each Class for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class
of Class B Certificates allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(iv) (a) the amount of such distribution to Holders of each
Class of Class B Certificates allocable to interest, (b) the amount of
the Current Class B Interest Distribution Amount allocated to each
Class of Class B Certificates, (c) any Class B Interest Shortfall
Amounts arising with respect to such Distribution Date and any
remaining Class B Unpaid Interest Shortfall with respect to each Class
B of Class B Certificates after giving effect to such distribution, (d)
the amount of any Non-Supported Interest Shortfall allocated to each
Class of Class B Certificates for such Distribution Date, and (e) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to each Class of Class B
Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the
Master Servicer or the Trust Administrator pursuant to the Servicing
Agreements or this Agreement;
(vi) the number of Mortgage Loans outstanding as of the
preceding Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of
each Class of Class A Certificates, the Class B Principal Balance and
the Principal Balance of each Class of Class B Certificates as of the
following Determination Date after giving effect to the distributions
of principal made, and the principal portion of Realized Losses, if
any, allocated with respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans
for such Distribution Date and the aggregate Scheduled Principal
Balance of the Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the
Mortgage Loans serviced by Norwest Mortgage and, collectively, by the
Other Servicers as of such Distribution Date;
(x) the Class 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);
(xi) the Class 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);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 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);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 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);
(xiv) the number and aggregate principal balances of Mortgage
Loans delinquent (a) one month, (b) two months and (c) three months or
more;
(xv) the number and aggregate principal balances of the
Mortgage Loans in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through
foreclosure or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount,
Fraud Loss Amount and Bankruptcy Loss Amount as of the close of
business on such Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses
or Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to
each Class of Class B Certificates in accordance with Section 4.02(a)
since the Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class
of Class B Certificates has been reduced as a result of Realized Losses
allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to
which the Servicer of such Mortgage Loan has determined not to
foreclose because it believes the related Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous
substances;
(xxii) the amount of the aggregate Servicing Fees and Master
Servicing Fees paid (and not previously reported) with respect to the
related Distribution Date and the amount by which the aggregate
Available Master Servicer Compensation has been reduced by the
Prepayment Interest Shortfall for the related Distribution Date;
(xxiii) in the case of the Class A-6, Class A-7, Class A-8 and
Class A-16 Certificates, the Class A-6 Pass-Through Rate, the Class A-7
Pass-Through Rate, the Class A-8 Pass-Through Rate and the Class A-16
Pass-Through Rate;
(xxiv) in the case of the Class A-5 Certificates, the Class A-5
Notional Amount, if any; and
(xxv) the Class A-PO Deferred Amount, if any; and
(xxvi) 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 Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R and Class A-LR Certificates) with a $1,000 Denomination, and
as a dollar amount per Class A-R and Class A-LR 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 a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trust
Administrator, any Paying Agent and the Seller (the information in such
statement to be made available to Certificateholders by the Master Servicer on
written request) setting forth the Class A Distribution Amount with respect to
each Class of Class A Certificates and the Class B Distribution Amount with
respect to each Class of Class B Certificates. The determination by the Master
Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the 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 A-PO, Class B-4, Class B-5 or Class B-6
Certificate such additional information, if any, as may be required to permit
the proposed transfer to be effected pursuant to Rule 144A.
Section 4.05. Reports to Mortgagors and the Internal Revenue Service.
The Master Servicer shall, in each year beginning after the Cut-Off Date,
make the reports of foreclosures and abandonments of any Mortgaged Property as
required by Code Section 6050J. In order to facilitate this reporting process,
the Master Servicer shall request that each Servicer, on or before January 15th
of each year, shall provide to the Internal Revenue Service, with copies to the
Master Servicer, reports relating to each instance occurring during the previous
calendar year in which such Servicer (i) on behalf of the 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.
Section 4.07. Determination of LIBOR.
On each Rate Determination Date, the Trust Administrator shall determine
LIBOR for the succeeding LIBOR Based Interest Accrual Period on the basis of the
British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month
deposits in U.S. dollars as found on Telerate page 3750 as of 11:00 A.M. London
time on such Rate Determination Date. As used herein, "Telerate page 3750" means
the display designated as page 3750 on the Dow Jones Telerate Service.
If on any Rate Determination Date the Trust Administrator is unable to
determine LIBOR on the basis of the method set forth in the preceding paragraph
LIBOR for the Distribution Date in the succeeding month will be whichever is
higher of (x) LIBOR as determined on the previous Rate Determination Date or (y)
the Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per
annum which the Trust Administrator determines to be either (A) the arithmetic
mean (rounding such arithmetic mean upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month Eurodollar lending rates that New York City
banks selected by the Trust Administrator are quoting, on the relevant Rate
Determination Date, to the principal London offices of at least two leading
banks in the London interbank market or (B) in the event that the Trust
Administrator can determine no such arithmetic mean, the lowest one-month
Eurodollar lending rate that the New York City banks selected by the Trust
Administrator are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date the Trust Administrator is required but
is unable to determine the Reserve Interest Rate in the manner provided in the
preceding paragraph, LIBOR for the Distribution Date in the succeeding month
will be LIBOR as determined on the previous Rate Determination Date, or, in the
case of the first Rate Determination Date, 5.50%.
The establishment of LIBOR by the Trust Administrator and the
Trust Administrator's subsequent calculation of the rates of interest applicable
to the Class A-6, Class A-7, Class A-8 and Class A-16 Certificates, in the
absence of manifest error, will be final and binding. After a Rate Determination
Date, the Trust Administrator shall provide the Pass-Through Rates of the Class
A-6, Class A-7, Class A-8 and Class A-16 Certificates for the related
Distribution Date to Beneficial Owners or Holders of Class A-6 , Class A-7,
Class A-8 and Class A-16 Certificates who place a telephone call to the Trust
Administrator at (704) 590-6161 and make a request therefor.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Class A-5, Class A-16,
Class A-PO, Class A-R and Class A-LR Certificates, integral multiples of $1,000
in excess thereof (except, if necessary, for one Certificate of each Class
(other than the Class A-5, Class A-16, Class A-PO, Class A-R and Class A-LR
Certificates) that evidences one Single Certificate plus such additional
principal portion or notional amount as is required in order for all
Certificates of such Class to equal the aggregate Original Principal Balance of
such Class, as the case may be), and shall be substantially in the respective
forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10,
A-11, A-12, A-13, A-14, A-15, A-16, A-PO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5,
B-6, and C (reverse side of Certificates) hereto. On original issue the
Certificates shall be executed and delivered by the 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 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 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.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the 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 A-PO, Class B-4, Class B-5 or Class B-6
Certificate shall be made unless the registration requirements of the Securities
Act of 1933, as amended, and any applicable State securities laws are complied
with, or such transfer is exempt from the registration requirements under said
Act and laws. In the event that a transfer is to be made in reliance upon an
exemption from said Act or laws, (i) unless such transfer is made in reliance on
Rule 144A, the 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
A-PO, Class B-4, Class B-5 or Class B-6 Certificateholder to deliver a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
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 (other than an affiliate of the Seller on the
Closing Date) to execute an investment letter in the form of Exhibit J hereto
certifying to the Seller and the Trust Administrator the facts surrounding such
transfer, which investment letter shall not be an expense of the Trust
Administrator, the Seller or the Master Servicer. The Holder of a Class A-PO,
Class B-4, Class B-5 or Class B-6 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
A-PO, Class B-3, Class B-4 or Class B-5 Certificates under said Act or any other
securities law.
(c) No transfer of a Class A-16, Class A-PO or Class B Certificate shall be
made (other than the transfer of the Class 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 A-PO, Class B-4, Class B-5 or Class B-6
Certificate, or in the form of Exhibit K hereto, in the case of a Class A-16,
Class B-1, Class B-2 or Class B-3 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) with respect to the Class A-16 Certificates
and the Class B Certificates only, if such transferee is an insurance company,
(A) the source of funds used to purchase the Class A-16 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)), (B) there is no Plan with respect to which the amount of
such general account's reserves and liabilities for the contract(s) held by or
on behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class A-16 or Class B Certificates are covered by Sections I and III of PTE
95-60 or (ii) in the case of any such Class A-16, Class A-PO 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 A-16,
Class A-PO 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 Trustee, the Seller or the Master
Servicer. The Class A-16, Class A-PO 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 A-R
or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the 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 A-R or Class A-LR Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and that
such transfer of the Class A-R or Class A-LR Certificate will not be disregarded
for federal income tax purposes (any such person who is not covered by clauses
(i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign
Holder"), and any such purported transfer shall be void and have no effect. The
Trust Administrator shall not execute, and shall not authenticate (or cause the
Authenticating Agent to authenticate) and deliver, a new Class A-R or Class A-LR
Certificate in connection with any such transfer to a disqualified organization
or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited
Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar
nor the Trust Administrator shall accept a surrender for transfer or
registration of transfer, or register the transfer of, the Class A-R or Class
A-LR Certificate, unless the transferor shall have provided to the 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 A-R or Class A-LR
Certificate to disqualified organizations, ERISA Prohibited Holders or
Non-permitted Foreign Holders. Such affidavit shall also contain the statement
of the transferee that (i) the transferee has historically paid its debts as
they have come due and intends to do so in the future, (ii) the transferee
understands that it may incur liabilities in excess of cash flows generated by
the residual interest, (iii) the transferee intends to pay taxes associated with
holding the residual interest as they become due and (iv) the transferee will
not transfer the Class A-R or Class A-LR Certificate to any Person who does not
provide an affidavit substantially in the form attached as Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to the Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the 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. 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 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 Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the 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 Class 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 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 Account, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated in reduction of distributions on the Class A and Class B Certificates
in the same manner as Realized Losses are allocated pursuant to Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee 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 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 the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the 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 the 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 the 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 A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-PO and Class
A-R Certificates, the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates and the interests in the Lower-Tier REMIC represented by
the Class A-L1, Class A-L2, Class A-L3, Class A-L4, Class A-L6, Class A-L9,
Class A-L10, Class A-L12, Class A-L14, Class A-LPO, Class A-LUR, Class B-L1,
Class B-L2, Class B-L3, Class B-L4, Class B-L5 and Class B-L6 Interests and the
Class A-LR Certificate; (viii) exercise reasonable care not to allow the
occurrence of any "prohibited transactions" within the meaning of Code Section
860F(a), unless the Master Servicer shall have provided an Opinion of Counsel to
the Trustee 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 A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons 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 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 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 Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the 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 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 to Certificateholders on the Final
Distribution Date in proportion to their respective Percentage Interests an
amount equal to (i) as to the Classes of Class A Certificates, the respective
Principal Balance together with any related Class A Unpaid Interest Shortfall
and one month's interest in an amount equal to the respective Interest Accrual
Amount, (ii) as to the Classes of Class B Certificates, the respective Principal
Balance together with any related Class B Unpaid Interest Shortfall and one
month's interest in an amount equal to the respective Interest Accrual Amount
and (iii) as to the Class A-R and Class A-LR Certificates, the amounts, if any,
which remain on deposit in the Upper-Tier Certificate Account and the
Certificate Account, respectively (other than amounts retained to meet claims)
after application pursuant to clauses (i), (ii) and (iii) above and payment to
the Master Servicer of any amounts it is entitled as reimbursement or otherwise
hereunder. Such amount shall be distributed in respect of interest and principal
in respect of the Uncertificated Lower-Tier Interests in the same amounts as
distributed to their Corresponding Upper-Tier Class or Classes in the manner
specified in Section 4.01(a)(ii). Notwithstanding the foregoing, if the price
paid pursuant to clause (i) of the first paragraph of this Section 9.01, after
reimbursement to the Servicers, the Master Servicer and the 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 Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer (if
it exercised its right to purchase the assets of the Trust Estate) or the 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 Account
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 of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause (i)
hereof without the consent of Holders of Certificates of such Class evidencing,
as to such Class, Voting Interests aggregating not less than 66-2/3% or (iii)
reduce the aforesaid percentage of Certificates of any Class the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates of such Class then outstanding.
Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the 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 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. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.750% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is March 1, 1998.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $350,280,200.18.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.99888652%
Section 11.05. Original Principal Balances of the Classes of Class A
Certificates.
As to the following Classes of Class A Certificates, the Principal Balance
of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
Class A-1 $ 11,962,000.00
Class A-2 $ 29,817,000.00
Class A-3 $ 65,980,000.00
Class A-4 $ 8,176,000.00
Class A-6 $ 77,570,000.00
Class A-7 $ 15,714,000.00
Class A-8 $ 10,476,000.00
Class A-9 $ 25,000,000.00
Class A-10 $ 38,450,000.00
Class A-11 $ 2,576,000.00
Class A-12 $ 6,546,000.00
Class A-13 $ 1,851,000.00
Class A-14 $ 2,661,000.00
Class A-15 $ 38,400,000.00
Class A-16 $ 1,000,000.00
Class A-PO $ 89,471.73
Class A-R $ 100.00
Class A-LR $ 100.00
Section 11.05(a). Original Class A-5 Notional Amount.
The Original Class A-5 Notional Amount is $4,387,851.85
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $336,179,200.00.
Section 11.07. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.00111348%.
Section 11.08. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.25017587%.
Section 11.09. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.50061083%.
Section 11.10. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.45004047%.
Section 11.11. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.35009493%.
Section 11.12. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.19989107%.
Section 11.13. Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.25030030%.
Section 11.14. Original Class B Principal Balance.
The Original Class B Principal Balance is $14,011,528.45.
Section 11.15. Original Principal Balances of the Classes of Class B
Certificates.
As to the following Classes of Class B Certificate, the Principal Balance
of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
Class B-1 $ 4,378,000.00
Class B-2 $ 5,255,000.00
Class B-3 $ 1,576,000.00
Class B-4 $ 1,226,000.00
Class B-5 $ 700,000.00
Class B-6 $ 876,528.45
Section 11.16. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.75093760%.
Section 11.17. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.25032677%.
Section 11.18. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.80028630%.
Section 11.19. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.45019137%.
Section 11.20. Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.25030030%.
Section 11.21. Closing Date.
The Closing Date is March 30, 1998.
Section 11.22. Right to Purchase.
The right of the Seller to purchase all of the Mortgage Loans pursuant to
Section 9.01 hereof shall be conditioned upon the Pool Scheduled Principal
Balance of the Mortgage Loans being less than $35,028,020.02 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23. Wire Transfer Eligibility.
With respect to the Class A (other than the Class A-5, Class A-PO, Class
A-R and Class A-LR Certificates) and the Class B Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is $500,000.
With respect to the Class A-5 and Class A-PO Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is 100%
Percentage Interest. The Class A-R and Class A-LR Certificates are not eligible
for wire transfer.
Section 11.24. Single Certificate.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-5, Class A-7, Class A-8, Class A-16, Class A-PO, Class A-R and Class
A-LR Certificates) and each Class of the Class B Certificates (other than the
Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000
Denomination. A Single Certificate for the Class A-R and Class A-LR Certificates
represents a $100 Denomination. A Single Certificate for the Class B-4, Class
B-5 and Class B-6 Certificates represents a $250,000 Denomination. A Single
Certificate for the Class A-7, Class A-8 and Class A-16 Certificates represents
a $1,000,000 Denomination. A Single Certificate for the Class A-5 Certificates
represents a $4,387,851.85 Denomination. A Single Certificate for the Class A-PO
Certificates represents a $89,471.73 Denomination.
Section 11.25. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to 0.250% per annum.
Section 11.26. 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 30th day of March, 1998, before me, a notary public in
and for the State of New York, personally appeared Alan McKenney, known to me
who, being by me duly sworn, did depose and say that he resides at McLean,
Virginia; that he is an 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 30th day of March, 1998, before me, a notary public in
and for the State of New York, personally appeared Nancy E. Burgess, known to me
who, being by me duly sworn, did depose and say that she resides at Frederick,
Maryland; that she 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 she signed 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 30th day of March, 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 30th day of March, 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 30th day of March, 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 30th day of March, 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>
<TABLE>
<CAPTION>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1998-6 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
<S> <C> <C>
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc. (Exhibit F-2) Mid Month Mid Month
The Huntington Mortgage Company Prior Month Prior Month
First Bank National Association Prior Month Prior Month
FT Mortgage Companies Mid-Month Prior Month
Suntrust Mortgage Inc. Prior Month Prior Month
First Union Mortgage Corp. Prior Month Prior Month
National City Mortgage Co. Prior Month Prior Month
Farmers State Bank and Trust Mid Month Prior Month
People's Bank Mid Month Prior Month
America First Credit Union Mid Month Prior Month
</TABLE>
<PAGE>
A-1-4
EXHIBIT A-1
[FORM OF FACE OF CLASS A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-1 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.650% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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>
A-2-5
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 1998
<PAGE>
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 A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.350% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 1998
<PAGE>
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 A-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 A-4
[FORM OF FACE OF CLASS A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-4 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 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 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 A-5
[FORM OF FACE OF CLASS A-5 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-6 CLASS A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 1998
Percentage Interest evidenced Denomination $ (Initial Class A-5
Notional Amount)
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 A-5 Certificate with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-5
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-5 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.750% and (ii) the Class A-5 Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution 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.
This Certificate is issued on March 30, 1998, at an issue price of
20.14175% of the initial Class A-5 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 275% SPA (as defined in the
Prospectus Supplement dated March 19, 1998, with respect to the offering of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-R, Class A-LR, Class B-1, Class B-2 and
Class B-3 Certificates) used to price this Certificate: (i) the amount of OID as
a percentage of the initial Class A-5 Notional Amount is approximately
11.00494494%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 17.93%; and (iii) the amount of OID allocable to the
short first accrual period (March 30, 1998 to April 25, 1998) as a percentage of
the initial Class A-5 Notional Amount, calculated using the exact method, is
approximately 0.25050700%.
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 A-6
[FORM OF FACE OF CLASS A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-6 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 5.950% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to the lesser of (i) 0.45% plus
LIBOR, as determined on the second business day preceding the commencement of
such LIBOR Based Interest Accrual Period, and (ii) 9.00%. The amount of interest
which accrues on this Certificate in any LIBOR Based Interest Accrual Period
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 A-7
[FORM OF FACE OF CLASS A-7 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-7
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-7 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 10.000% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to (i) 37.50% minus (ii) the product
of 5.00 and LIBOR, as determined on the second business day preceding the
commencement of such LIBOR Based Interest Accrual Period, subject to a minimum
rate of 0.00% and a maximum rate of 37.50%. The amount of interest which accrues
on this Certificate in any LIBOR Based Interest Accrual Period will be subject
to reduction with respect to any Non-Supported Interest Shortfall and the
interest portion of certain Realized Losses allocated to the Class A-7
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 March 30, 1998, and based on its issue price
of 96.11989%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 5 days of interest at the
initial pass-through rate hereon), is issued with original issue discount
("OID") for federal income tax purposes. Assuming (a) that this Certificate pays
in accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated March 19, 1998, with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class 16, Class A-R, Class A-LR, Class
B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate and
(b) that the interest rate at which distributions of interest on this
Certificate actually will be made will be determined as though the pass-through
rate on this Certificate applicable to the first Distribution Date will not
change thereafter: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 4.01900000%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 10.64%; and (iii) the amount of OID allocable to the short first
accrual period (March 30, 1998 to April 25, 1998) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.01496266%.
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 A-8
[FORM OF FACE OF CLASS A-8 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-8 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 7.875% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to 64.125% minus the product of 7.50
and LIBOR, as determined on the second business day preceding the commencement
of such LIBOR Based Interest Accrual Period, subject to a minimum rate of 0.00%
and a maximum rate of 7.875%. The amount of interest which accrues on this
Certificate in any LIBOR Based Interest Accrual Period will be subject to
reduction with respect to any Non-Supported Interest Shortfall and the interest
portion of certain Realized Losses allocated to the Class A-8 Certificates, as
described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 March 30, 1998, and based on its issue price
of 96.67188%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 5 days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming (a) that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated March 19, 1998, with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR,
Class B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate
and (b) that the interest rate at which distributions of interest on this
Certificate actually will be made will be determined as though the pass-through
rate on this Certificate applicable to the first Distribution Date will not
change thereafter: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 3.43750000%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 8.88%; and (iii) the amount of OID allocable to the short first
accrual period (March 30, 1998 to April 25, 1998) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.04920958%.
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 A-9
[FORM OF FACE OF CLASS A-9 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-9 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.900% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 A-10
[FORM OF FACE OF CLASS A-10 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 ISWRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-6 CLASS A-10
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-10 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 7.065% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 A-11
[FORM OF FACE OF CLASS A-11 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-11
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, 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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-11 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class 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
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 March 30, 1998, at an issue
price of 93.65775%, 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 275% SPA (as defined in the Prospectus Supplement dated
March 19, 1998, with respect to the offering of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16,
Class A-R, Class A-LR, Class B-1, Class B-2 and Class B-3) Certificates used to
price this Certificate: (i) the amount of OID as a percentage of the initial
principal balance of this Certificate is approximately 264.76540877%; (ii) the
annual yield to maturity of this Certificate, compounded monthly, is
approximately 7.13%; and (iii) the amount of OID allocable to the short first
accrual period (March 30, 1998 to April 25, 1998) as a percentage of the initial
principal balance of this Certificate, calculated using the exact method, is
approximately 0.46346135%.
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 A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, 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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-12 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-12 Certificates required to be distributed
to Holders of Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-12 Certificates applicable to each Distribution Date will be 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-12
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-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 is issued on March 30, 1998, at an issue price of
99.38189%, 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
275% SPA (as defined in the Prospectus Supplement dated March 19, 1998, with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR,
Class B-1, Class B-2 and Class B-3) Certificates used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.62666412%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.76%; and (iii) the
amount of OID allocable to the short first accrual period (March 30, 1998 to
April 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.53519674%.
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 A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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, 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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-13 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-13 Certificates required to be distributed
to Holders of Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-13 Certificates applicable to each Distribution Date will be 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-13
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-13 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of
the Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution in reduction of the
Principal Balance of this Certificate will be made after due notice of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency specified by the 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 March 30, 1998, at an issue price of
93.68089%, 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
275% SPA (as defined in the Prospectus Supplement dated March 19, 1998, with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR,
Class B-1, Class B-2 and Class B-3 Certificates) used to price this Certificate:
(i) the amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 300.36377075%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.34%; and (iii) the
amount of OID allocable to the short first accrual period (March 30, 1998 to
April 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.47757932%.
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 A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-6 CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-14 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-14 Certificates required to be distributed
to Holders of Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-14 Certificate will
not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 March 30, 1998, at an issue price of
71.90600% 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 275% SPA (as
defined in the Prospectus Supplement dated March 19, 1998, with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16 Class A-R, Class A-LR, Class B-1, Class
B-2 and Class B-3 Certificates) used to price this Certificate: (i) the amount
of OID as a percentage of the initial principal balance of this Certificate is
approximately 28.09400000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.16%; and (iii) the amount of
OID allocable to the short first accrual period (March 30, 1998 to April 25,
1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.35725410%.
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 A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-6 CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-15 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-15 Certificates required to be distributed
to Holders of Class A-15 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-15 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 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-15 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution 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 A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-6
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 1998-6 CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-16 Certificates with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-16 Certificates required to be distributed
to Holders of Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-16 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 5.950% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to the lesser of (i) 0.45% plus
LIBOR, as determined on the second business day preceding the commencement of
such LIBOR Based Interest Accrual Period, and (ii) 9.00%. The amount of interest
which accrues on this Certificate in any LIBOR Based Interest Accrual Period
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-16 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 A-PO
[FORM OF FACE OF CLASS 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 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.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-6, CLASS A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-PO Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class 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 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, (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 March 30, 1998, at an issue price of
57.00000% 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 275% SPA (as
defined in the Prospectus Supplement dated March 19, 1998, with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR, Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 43.00000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.25%; and (iii) the
amount of OID allocable to the short first accrual period (March 30, 1998 to
April 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.44495531%.
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 A-R
[Form of Face of Class A-R Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE 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 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 1998-6, CLASS A-R
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-R Certificate with respect to
a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-R Certificate required to be distributed to
Holders of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the 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 A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE 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 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 1998-6, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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 MANNERDESCRIBED 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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 A-LR Certificate with respect
to a Trust Estate consisting of a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Mortgage Loans"), formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A
Distribution Amount for the Class A-LR Certificate required to be distributed to
Holders of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the 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 B-1
[FORM OF FACE OF CLASS B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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 1998-6, CLASS B-1
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 B-1 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-1
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 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, (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 B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND THE CLASS B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
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 1998-6, CLASS B-2
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 B-2 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class 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, (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 B-3
[FORM OF FACE OF CLASS B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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 1998-6, CLASS B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 B-3 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans") formed by Norwest Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of March 30, 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 A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-3
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-3 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, (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 March 30, 1998, and based on its issue price
of 97.01250%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 5 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 275% SPA (as
defined in the Prospectus Supplement dated March 19, 1998, with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR, Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 3.081250000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.18%; and (iii) the
amount of OID allocable to the short first accrual period (March 30, 1998 to
April 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.01469054%.
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 B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE
CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-6, CLASS B-4
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 B-4 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-4
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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, (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 March 30, 1998, and based on its issue price
of 89.79375%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 5 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 275% SPA (as
defined in the Prospectus Supplement dated March 19, 1998, with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR, Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 10.30000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.27%; and (iii) the
amount of OID allocable to the short first accrual period (March 30, 1998 to
April 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.04642988%.
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 B-5
[FORM OF FACE OF CLASS B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-6, CLASS B-5
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 B-5 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-5 Distribution Amount required to be distributed to Holders of Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-5
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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, (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 March 30, 1998, and based on its issue price
of 69.04375%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 5 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 275% SPA (as
defined in the Prospectus Supplement dated March 19, 1998, with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR, Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 31.05000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 12.25%; and (iii) the
amount of OID allocable to the short first accrual period (March 30, 1998 to
April 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.11826173%.
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 B-6
[FORM OF FACE OF CLASS B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS
B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-6, CLASS B-6
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien,
one- to four-family residential mortgage
loans, which may include loans secured by shares issued by cooperative housing
corporations, sold by
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: March 1, 1998
CUSIP No.: First Distribution Date: April 27, 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 B-6 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans") formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of March 30, 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 A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-6 Distribution Amount required to be distributed to Holders of Class B-6
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class B-6
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trust Administrator for that purpose in
the notice of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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, (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 March 30, 1998, and based on its issue price
of 34.54375%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus 5 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 275% SPA (as
defined in the Prospectus Supplement dated March 19, 1998, with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-R, Class A-LR, Class B-1,
Class B-2 and Class B-3 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 25.78%; and (iii) the
amount of OID allocable to the short first accrual period (March 30, 1998 to
April 25, 1998) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.14859100%.
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
[Form of Reverse of Series 1998-6 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-6
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the 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 Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
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 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 aggregate Percentage Interest will
be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the 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 Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<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, 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 availablefunds, by wire transfer or
otherwise, inimmediately 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 namedabove, or ___________________________________, as its agent.
<PAGE>
EXHIBIT D
RESERVED
<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 the
United States Trust Company of New York, as trustee, have entered into a Pooling
and Servicing Agreement dated as of March 30, 1998 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1998-6 (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 Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the 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 Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1998-06 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>
6048312 KANSAS CITY MO 64152 SFD 8.250 6.750 $2,081.01 360 1-May-27
6288048 ANAHEIM CA 92807 SFD 7.500 6.750 $1,868.65 360 1-Jan-28
6293397 NEWNAN GA 30263 SFD 7.750 6.750 $1,898.49 360 1-Feb-28
6294929 PRINCETON NJ 08540 PUD 7.500 6.750 $3,496.07 360 1-Jan-28
6301262 BELLE MEAD NJ 08502 SFD 7.625 6.750 $2,317.32 360 1-Nov-27
6302127 CHARLOTTE NC 28277 PUD 7.625 6.750 $3,471.02 360 1-Feb-28
6307637 REDMOND WA 98053 PUD 7.750 6.750 $2,421.47 360 1-Dec-27
6309503 LAS VEGAS NV 89128 SFD 7.375 6.750 $2,624.57 360 1-Jan-28
6311405 MIDLOTHIAN VA 23113 PUD 7.375 6.750 $1,830.29 360 1-Jan-28
6313226 DOUBLE OAK TX 75000 SFD 7.625 6.750 $1,769.48 360 1-Jan-28
6314942 SAN JOSE CA 95135 SFD 7.500 6.750 $2,740.20 360 1-Feb-28
6316066 HOOVER AL 35242 SFD 7.500 6.750 $2,650.02 360 1-Dec-27
6316431 GROTON MA 01450 SFD 7.500 6.750 $2,377.33 360 1-Dec-27
6317524 COLORADO SPRINGS CO 80919 SFD 7.750 6.750 $1,975.33 360 1-Dec-27
6318339 THE WOODLANDS TX 77381 PUD 8.250 6.750 $1,802.29 360 1-Jun-27
6318389 DAVIDSON NC 28036 SFD 7.375 6.750 $1,795.76 360 1-Jan-28
6319892 SKILLMAN NJ 08558 PUD 7.750 6.750 $1,846.48 360 1-Jan-28
6320231 GREEN BAY WI 54313 SFD 8.125 6.750 $1,837.68 360 1-Jan-28
6325720 SAN JOSE CA 95135 SFD 7.375 6.750 $2,501.63 360 1-Feb-28
6328846 PALM SPRINGS CA 92262 SFD 8.625 6.750 $2,702.04 360 1-Jun-27
6335518 ROHNERT PARK CA 94928 LCO 8.750 6.750 $432.69 360 1-Jun-27
6335591 EDWARDS CO 81632 SFD 7.500 6.750 $1,223.63 360 1-Jan-28
6336797 SAN DIEGO CA 92128 SFD 6.875 6.609 $1,658.09 360 1-Jan-28
6338950 FREEHOLD NJ 07728 SFD 7.875 6.750 $2,066.45 360 1-Nov-27
6343734 NORTH MANKATO MN 56003 SFD 7.750 6.750 $2,375.62 360 1-Jan-28
6349448 SAN JOSE CA 95138 SFD 7.625 6.750 $3,346.45 360 1-Dec-27
6350503 SALT LAKE CITY UT 84121 SFD 7.500 6.750 $1,870.75 360 1-Mar-28
6353689 VICTORIA MN 55386 SFD 7.625 6.750 $1,680.89 360 1-Nov-27
6354487 SAN JOSE CA 95135 SFD 7.375 6.750 $1,933.89 360 1-Dec-27
6359203 SAN JOSE CA 95132 SFD 7.500 6.750 $1,594.21 360 1-Dec-27
6359693 CHERRY HILL NJ 08034 SFD 7.000 6.734 $1,809.62 360 1-Feb-28
6360717 WESTBORO MA 01581 SFD 7.375 6.750 $2,660.83 360 1-Jan-28
6368248 COLUMBIA MD 21044 SFD 7.750 6.750 $1,832.58 360 1-Jan-28
6370790 SAN JOSE CA 95138 SFD 7.375 6.750 $2,993.04 360 1-Feb-28
6375185 SAN DIEGO CA 92128 SFD 7.500 6.750 $1,921.09 360 1-Jan-28
6382806 GRAYSLAKE IL 60030 SFD 7.625 6.750 $1,937.94 360 1-Jan-28
6390044 GRAND JUNCTION CO 81503 SFD 7.750 6.750 $1,701.48 360 1-Dec-27
6392770 SEATTLE WA 98112 SFD 7.875 6.750 $7,083.93 360 1-Dec-27
6395562 BILLINGS MT 59106 SFD 7.625 6.750 $2,095.07 360 1-Jan-28
6400043 RANCHO SANTA FE CA 92067 PUD 8.000 6.750 $3,301.94 360 1-Nov-27
6401260 LANDENBERG PA 19350 SFD 7.250 6.750 $1,983.77 360 1-Nov-27
6403232 BOLTON MA 01740 SFD 8.000 6.750 $2,935.06 360 1-Oct-27
6406079 ASHLAND MA 01772 SFD 7.875 6.750 $2,035.99 360 1-Jan-28
6407383 SOLOMONS MD 20688 PUD 7.625 6.750 $1,644.57 360 1-Dec-27
6409284 UPLAND CA 91786 SFD 7.500 6.750 $3,496.07 360 1-Nov-27
6412224 WINDSOR CO 80550 SFD 7.375 6.750 $1,933.20 360 1-Feb-28
6415330 CARLSBAD CA 92009 SFD 7.250 6.750 $2,182.96 360 1-Nov-27
6415476 WASHINGTON DC 20012 SFD 7.625 6.750 $1,663.32 360 1-Nov-27
6417643 MERCER ISLAND WA 98040 SFD 7.625 6.750 $4,892.27 360 1-Feb-28
6418541 SAN DIMAS CA 91773 SFD 7.875 6.750 $1,981.61 360 1-Nov-27
6424266 COTO DE CAZA CA 92679 SFD 7.375 6.750 $2,293.73 360 1-Jan-28
6424314 COTO DE CAZA CA 92679 SFD 7.250 6.750 $2,672.77 360 1-Jan-28
6425523 BUENA PARK CA 90620 SFD 7.375 6.750 $1,916.28 360 1-Dec-27
6428366 NEWARK DE 19711 SFD 8.375 6.750 $1,704.08 360 1-Nov-27
6450730 BRECKSVILLE OH 44141 SFD 7.500 6.750 $1,538.27 360 1-Sep-27
6451253 CRETE IL 60417 SFD 8.375 6.750 $1,819.62 360 1-Sep-27
6531184 DOWNERS GROVE IL 60516 SFD 8.000 6.750 $1,714.81 360 1-Jan-28
6570639 NAPERVILLE IL 60540 SFD 7.875 6.750 $2,537.75 360 1-Jan-28
6579863 ST. FRANCIS MN 55070 SFD 7.500 6.750 $1,853.62 360 1-Jan-28
6586881 PLYMOUTH MN 55446 SFD 7.500 6.750 $2,396.91 360 1-Dec-27
6596877 LAKEVILLE MN 55044 SFD 7.500 6.750 $1,814.46 360 1-Jan-28
6616280 CRYSTAL LAKE IL 60014 SFD 7.625 6.750 $2,165.85 360 1-Jan-28
6618084 VICTORIA MN 55386 SFD 7.875 6.750 $2,566.75 360 1-Feb-28
6635152 EDEN PRAIRIE MN 55347 SFD 7.500 6.750 $1,852.92 360 1-Feb-28
6653506 STILLWATER MN 55082 SFD 7.750 6.750 $2,507.44 360 1-Feb-28
6658491 INVER GROVE HEIGH MN 55077 SFD 7.125 6.750 $2,000.95 360 1-Feb-28
6661621 DEEPHAVEN MN 55331 PUD 7.500 6.750 $4,530.91 360 1-Feb-28
6665523 NORTH OAKS MN 55127 SFD 7.625 6.750 $2,838.26 360 1-Feb-28
6992923 MCLEAN VA 22102 SFD 7.875 6.750 $5,800.56 360 1-Oct-26
6999306 MORRISON CO 80465 SFD 8.125 6.750 $1,770.86 360 1-Oct-27
6999441 ARLINGTON MA 02174 SFD 7.875 6.750 $1,699.20 360 1-Jan-28
6999442 SCOTTSDALE AZ 85255 SFD 7.625 6.750 $3,609.75 360 1-Dec-27
6999443 ANDOVER MA 01810 SFD 7.750 6.750 $2,463.88 360 1-Nov-27
6999508 OLATHE KS 66061 SFD 7.375 6.750 $2,475.38 360 1-Jan-28
6999513 FAYETTEVILLE GA 30214 SFD 7.875 6.750 $1,725.48 360 1-Dec-27
6999514 EAST HAMPTON NY 11937 SFD 7.750 6.750 $3,223.85 360 1-Jan-28
6999515 RENTON WA 98059 SFD 7.500 6.750 $1,957.80 360 1-Jan-28
6999520 LITTLETON CO 80123 SFD 7.625 6.750 $1,981.82 360 1-Dec-27
6999521 ST JAMES NY 11780 SFD 8.125 6.750 $2,078.99 360 1-Oct-27
6999523 NORTHBORO MA 01532 SFD 8.125 6.750 $2,004.74 360 1-Nov-27
6999526 ALEXANDRIA MN 56308 SFD 7.500 6.750 $2,132.60 360 1-Jan-28
6999530 NOCONA TX 76255 SFD 7.750 6.750 $1,576.11 360 1-Jan-28
6999532 BEDFORD MA 01730 LCO 7.625 6.750 $1,557.15 360 1-Jan-28
6999540 CANTON MA 02021 SFD 8.000 6.750 $3,070.80 360 1-Jan-28
6999541 WEST WINDSOR NJ 08550 SFD 8.125 6.750 $1,759.72 360 1-Jan-28
6999547 HOPEWELL NJ 08525 SFD 7.625 6.750 $3,221.88 360 1-Feb-28
6999548 COROLLA NC 27927 SFD 7.875 6.750 $3,006.14 360 1-Feb-28
6999556 CORAL SPRINGS FL 33065 SFD 7.625 6.750 $4,528.46 360 1-Nov-27
6999557 MONTGOMERY TWP NJ 08502 SFD 7.125 6.750 $2,021.16 360 1-Feb-28
6999560 LINCOLN PARK NJ 07035 SFD 8.000 6.750 $1,742.69 360 1-Jan-28
6999562 MIDLAND TX 79705 SFD 7.250 6.750 $2,558.16 360 1-Feb-28
6999563 COLORADO SPRINGS CO 80921 SFD 7.625 6.750 $2,123.38 360 1-Jan-28
6999564 COLLIERVILLE TN 38017 SFD 7.375 6.750 $2,373.64 360 1-Feb-28
</TABLE>
COUNT: 93
WAC: 7.655091959
WAM: 357.0508841
WALTV: 77.87645975
<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>
6048312 $274,246.48 77.41 0.250 0.0160 1.234
6288048 $266,050.21 80.00 0.250 0.0160 0.484
6293397 $264,812.97 75.71 0.250 0.0160 0.734
6294929 $499,255.54 73.74 0.250 0.0160 0.484
6301262 $326,443.06 70.11 0.250 0.0160 0.609
6302127 $490,045.06 79.74 0.250 0.0160 0.609
6307637 $337,279.72 79.78 0.250 0.0160 0.734
6309503 $379,419.92 77.58 0.250 0.0160 0.359
6311405 $264,591.33 89.28 6 0.250 0.0160 0.359
6313226 $249,636.97 76.45 0.250 0.0160 0.609
6314942 $391,606.16 80.00 0.250 0.0160 0.484
6316066 $378,150.90 68.41 0.250 0.0160 0.484
6316431 $339,238.27 80.00 0.250 0.0160 0.484
6317524 $275,137.40 89.99 6 0.250 0.0160 0.734
6318339 $238,484.72 79.99 0.250 0.0160 1.234
6318389 $259,603.10 55.93 0.250 0.0160 0.359
6319892 $256,873.39 80.00 0.250 0.0160 0.734
6320231 $247,175.10 66.79 0.250 0.0160 1.109
6325720 $361,924.39 80.00 0.250 0.0160 0.359
6328846 $345,500.10 90.00 13 0.250 0.0160 1.609
6335518 $54,706.71 68.75 0.250 0.0160 1.734
6335591 $174,736.41 41.18 0.250 0.0160 0.484
6336797 $251,974.69 79.99 0.250 0.0160 0.000
6338950 $284,207.70 63.52 0.250 0.0160 0.859
6343734 $331,130.41 80.00 0.250 0.0160 0.734
6349448 $471,766.87 80.00 0.250 0.0160 0.609
6350503 $267,550.00 90.00 17 0.250 0.0160 0.484
6353689 $236,788.89 79.94 0.250 0.0160 0.609
6354487 $279,356.89 59.95 0.250 0.0160 0.359
6359203 $227,489.19 80.00 0.250 0.0160 0.484
6359693 $271,777.05 85.00 17 0.250 0.0160 0.000
6360717 $384,661.90 90.00 6 0.250 0.0160 0.359
6368248 $255,437.76 79.16 0.250 0.0160 0.734
6370790 $433,020.26 79.99 0.250 0.0160 0.359
6375185 $274,097.79 79.97 0.250 0.0160 0.484
6382806 $273,402.40 89.97 17 0.250 0.0160 0.609
6390044 $236,993.86 95.00 33 0.250 0.0160 0.734
6392770 $974,969.63 69.79 0.250 0.0160 0.859
6395562 $295,570.16 80.00 0.250 0.0160 0.609
6400043 $448,780.11 33.33 0.250 0.0160 0.984
6401260 $289,884.34 90.00 6 0.250 0.0160 0.234
6403232 $398,547.58 88.89 6 0.250 0.0160 0.984
6406079 $280,412.25 90.00 33 0.250 0.0160 0.859
6407383 $231,843.27 80.00 0.250 0.0160 0.609
6409284 $498,501.75 78.08 0.250 0.0160 0.484
6412224 $279,687.02 90.00 6 0.250 0.0160 0.359
6415330 $318,992.41 73.94 0.250 0.0160 0.234
6415476 $234,313.13 78.33 0.250 0.0160 0.609
6417643 $690,699.73 80.00 0.250 0.0160 0.609
6418541 $272,540.24 94.99 17 0.250 0.0160 0.859
6424266 $331,593.05 94.99 13 0.250 0.0160 0.359
6424314 $391,186.87 90.00 17 0.250 0.0160 0.234
6425523 $276,812.74 89.98 13 0.250 0.0160 0.359
6428366 $223,636.74 95.00 17 0.250 0.0160 1.359
6450730 $197,515.86 80.00 0.250 0.0160 0.484
6451253 $238,491.43 70.00 0.250 0.0160 1.359
6531184 $233,385.33 95.00 12 0.250 0.0160 0.984
6570639 $349,516.67 56.50 0.250 0.0160 0.859
6579863 $264,405.29 89.96 13 0.250 0.0160 0.484
6586881 $342,031.99 80.00 0.250 0.0160 0.484
6596877 $259,113.63 78.64 0.250 0.0160 0.484
6616280 $305,555.65 76.50 0.250 0.0160 0.609
6618084 $353,756.38 87.41 6 0.250 0.0160 0.859
6635152 $264,803.33 67.26 0.250 0.0160 0.484
6653506 $349,752.98 73.68 0.250 0.0160 0.734
6658491 $296,762.49 90.00 12 0.250 0.0160 0.109
6661621 $647,519.09 58.91 0.250 0.0160 0.484
6665523 $400,709.76 72.91 0.250 0.0160 0.609
6992923 $790,132.61 67.23 0.250 0.0160 0.859
6999306 $237,709.28 90.00 24 0.250 0.0160 1.109
6999441 $233,625.07 94.99 33 0.250 0.0160 0.859
6999442 $508,885.58 79.82 0.250 0.0160 0.609
6999443 $342,939.63 80.00 0.250 0.0160 0.734
6999508 $357,852.90 80.00 0.250 0.0160 0.359
6999513 $237,133.46 95.00 13 0.250 0.0160 0.859
6999514 $449,362.75 69.77 0.250 0.0160 0.734
6999515 $279,583.10 77.83 0.250 0.0160 0.484
6999520 $278,849.80 77.45 0.250 0.0160 0.609
6999521 $279,071.72 50.00 0.250 0.0160 1.109
6999523 $269,286.33 90.00 6 0.250 0.0160 1.109
6999526 $304,377.44 79.22 0.250 0.0160 0.484
6999530 $219,664.40 77.19 0.250 0.0160 0.734
6999532 $219,680.52 53.76 0.250 0.0160 0.609
6999540 $417,936.53 90.00 33 0.250 0.0160 0.984
6999541 $236,688.89 63.44 0.250 0.0160 1.109
6999547 $454,917.95 80.00 0.250 0.0160 0.609
6999548 $414,314.67 77.50 0.250 0.0160 0.859
6999556 $637,930.01 79.97 0.250 0.0160 0.609
6999557 $299,760.09 52.65 0.250 0.0160 0.109
6999560 $237,180.22 93.87 33 0.250 0.0160 0.984
6999562 $374,707.47 89.29 11 0.250 0.0160 0.234
6999563 $299,564.36 69.77 0.250 0.0160 0.609
6999564 $343,408.50 90.00 6 0.250 0.0160 0.359
$30,820,427.75
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
NASCOR
NMI / 1998-06 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>
4568177 NANTUCKET MA 02554 LCO 8.000 6.750 $792.47 360 1-Feb-28
4570926 CAMPBELL CA 95008 LCO 7.875 6.750 $951.66 360 1-Mar-27
4572047 MOBILE AL 36605 SFD 7.625 6.750 $2,045.53 360 1-Jan-28
4577432 HOLLISTER CA 95023 SFD 8.125 6.750 $907.34 360 1-Apr-27
4578480 HIGHTSTOWN NJ 08520 SFD 7.750 6.750 $1,826.86 360 1-Feb-28
4579137 FAIRLAWN OH 44333 SFD 8.250 6.750 $1,964.98 360 1-Jan-28
4583933 ANNANDALE NJ 08801 SFD 7.625 6.750 $1,663.32 360 1-Mar-28
4589462 SAN JOSE CA 95139 SFD 8.750 6.750 $1,180.06 360 1-Jun-27
4590719 CARLSBAD CA 92009 SFD 8.750 6.750 $2,336.50 360 1-May-27
4593070 SITKA AK 99835 SFD 7.750 6.750 $2,779.68 360 1-Jan-28
4593230 TYRONE GA 30290 SFD 7.625 6.750 $1,095.32 360 1-Aug-27
4594838 YONKERS NY 10704 SFD 7.625 6.750 $1,132.47 360 1-Feb-28
4601651 COLUMBIA MD 21044 SFD 7.875 6.750 $2,289.77 360 1-Jan-28
4614793 RIVERSIDE CT 06878 SFD 7.500 6.750 $3,600.96 360 1-Feb-28
4619650 MELCHER-DALLAS IA 50163 SFD 8.000 6.750 $396.60 360 1-Oct-27
4621375 FLORENCE SC 29501 SFD 7.625 6.750 $1,274.03 360 1-Aug-27
4622143 HALF MOON BAY CA 94019 SFD 7.375 6.750 $1,403.46 360 1-Aug-27
4628842 HUDSON WI 54016 SFD 7.750 6.750 $1,719.39 360 1-Feb-28
4629807 SPRING GROVE IL 60081 SFD 7.500 6.750 $1,213.14 360 1-Oct-27
4634971 FAIRFIELD CT 06430 SFD 7.500 6.750 $2,643.04 360 1-Feb-28
4635253 ADDISON TX 75244 SFD 7.750 6.750 $1,332.53 360 1-Sep-27
4641137 BRIDGEWATER TOWNSHNJ 08807 SFD 7.375 6.750 $1,705.97 360 1-Jan-28
4643563 ROBBINSVILLE NJ 08691 SFD 7.500 6.750 $2,661.22 360 1-Mar-28
4643939 LEBANON TOWNSHIP NJ 07830 SFD 8.125 6.750 $1,954.63 360 1-Dec-27
4649763 MOUNT KISCO NY 10549 SFD 7.750 6.750 $1,977.30 360 1-Dec-27
4652874 WEST BLOOMIFIELD MI 48323 SFD 7.375 6.750 $1,761.22 360 1-Feb-28
4654865 POMONA NY 10970 SFD 7.750 6.750 $2,033.90 360 1-Feb-28
4655942 SAN DIMAS CA 91773 SFD 7.550 6.750 $1,624.51 360 1-Sep-27
4656725 PLANO TX 75075 SFD 7.550 6.750 $980.89 360 1-Sep-27
4660605 WYCKOFF NJ 07481 SFD 7.875 6.750 $1,812.67 360 1-Dec-27
4661307 HUBERTUS WI 53033 SFD 7.625 6.750 $2,017.22 360 1-Feb-28
4664468 POUND RIDGE NY 10576 SFD 7.250 6.750 $2,087.46 360 1-Feb-28
4665007 IRVINE CA 92620 SFD 7.500 6.750 $1,939.62 360 1-Dec-27
4665481 FORT SMITH AR 72903 SFD 7.500 6.750 $1,602.95 360 1-Jan-28
4665978 BAINBRIDGE ISLAND WA 98110 SFD 7.500 6.750 $2,358.80 360 1-Feb-28
4667013 GLADSTONE MO 64119 SFD 7.750 6.750 $2,421.48 360 1-Jan-28
4667552 ENGLEWOOD CLIFFS NJ 07632 SFD 7.875 6.750 $2,972.78 360 1-Feb-28
4667593 MANASQUAN NJ 08736 SFD 7.500 6.750 $2,658.46 240 1-Feb-18
4667963 NORTH OAKS MN 55127 SFD 7.625 6.750 $4,593.58 360 1-Jan-28
4669265 BRICK NJ 08738 SFD 8.250 6.750 $939.09 360 1-Jan-28
4669528 IRVINE CA 92620 SFD 7.375 6.750 $1,824.42 360 1-Jan-28
4670076 ORLEANS MA 02653 SFD 8.000 6.750 $2,120.58 360 1-Dec-27
4670259 VALRICO FL 33594 SFD 8.000 6.750 $656.72 360 1-Jan-28
4670435 PELHAM NY 10803 SFD 7.250 6.750 $2,728.71 360 1-Feb-28
4672083 MONTVILLE NJ 07045 LCO 7.375 6.750 $1,933.90 360 1-Feb-28
4672134 CINCINNATI OH 45244 SFD 7.375 6.750 $2,201.87 360 1-Jan-28
4672535 SEATTLE WA 98126 SFD 7.750 6.750 $1,861.60 360 1-Feb-28
4672581 AMES IA 50014 SFD 7.500 6.750 $3,866.66 360 1-Mar-28
4673214 HILTON HEAD ISLANDSC 29928 SFD 7.500 6.750 $559.38 360 1-Dec-27
4673490 LONG BEACH CA 90814 SFD 8.375 6.750 $2,325.83 360 1-Feb-28
4674276 BASALT CO 81621 SFD 7.250 6.750 $1,901.91 360 1-Feb-28
4674549 WARRENTON VA 20187 SFD 7.500 6.750 $2,272.45 360 1-Jan-28
4674574 HIGH POINT NC 27265 SFD 7.750 6.750 $1,791.03 360 1-Feb-28
4675198 LA HABRA CA 90631 SFD 7.375 6.750 $1,895.91 360 1-Feb-28
4675917 SANDY UT 84092 SFD 7.875 6.750 $2,465.24 360 1-Nov-27
4676081 PRIOR LAKE MN 55372 SFD 7.500 6.750 $1,608.20 360 1-Jan-28
4676283 MONTVILLE NJ 07045 SFD 7.500 6.750 $2,447.25 360 1-Jan-28
4676818 KEY WEST FL 33040 SFD 8.000 6.750 $1,965.76 360 1-Dec-27
4677451 OCEANSIDE NY 11572 SFD 8.000 6.750 $1,100.65 360 1-Feb-28
4677494 PARADISE VALLEY AZ 85253 SFD 7.875 6.750 $7,250.70 360 1-Jan-28
4677636 NEW ROCHELLE NY 10804 SFD 7.500 6.750 $2,321.40 360 1-Feb-28
4677984 MANASSAS VA 20111 SFD 7.250 6.750 $2,211.27 360 1-Jan-28
4678204 CUPERTINO CA 95014 SFD 7.750 6.750 $2,149.24 360 1-Nov-27
4678206 MILL VALLEY CA 94941 SFD 7.600 6.750 $2,330.05 360 1-Nov-27
4678356 MANHASSET NY 11030 SFD 7.250 6.750 $2,114.75 360 1-Feb-28
4678571 SADDLE RIVER NJ 07458 SFD 7.625 6.750 $3,114.30 360 1-Feb-28
4678604 CORONA DEL MAR CA 92625 SFD 7.625 6.750 $3,185.07 360 1-Dec-27
4678953 PASADENA CA 91107 SFD 7.650 6.750 $2,412.35 360 1-Nov-27
4678995 NORTHRIDGE CA 91324 SFD 7.850 6.750 $1,736.01 360 1-Nov-27
4679006 SAN JOSE CA 95120 SFD 7.850 6.750 $2,784.84 360 1-Nov-27
4679057 CLARKSVILLE MD 21029 SFD 7.250 6.750 $1,951.37 360 1-Jan-28
4679573 HUNTSVILLE UT 84317 SFD 7.625 6.750 $1,755.33 360 1-Jan-28
4679611 BEVERLY HILLS CA 90212 LCO 7.750 6.750 $1,908.53 360 1-Feb-28
4679666 ALISO VIEJO CA 92656 SFD 7.875 6.750 $1,817.75 360 1-Nov-27
4679910 ST MICHAEL MN 55376 SFD 7.500 6.750 $1,547.36 360 1-Jan-28
4680101 MORGAN HILL CA 95037 SFD 7.700 6.750 $1,782.41 360 1-Nov-27
4680103 SARATOGA CA 95070 SFD 7.650 6.750 $4,079.71 360 1-Nov-27
4680155 WAUKESHA WI 53186 SFD 7.750 6.750 $1,719.39 360 1-Feb-28
4680388 EASTFORD CT 06242 SFD 7.750 6.750 $1,740.89 360 1-Feb-28
4680503 SAN JOSE CA 95148 SFD 7.875 6.750 $1,812.68 360 1-Feb-28
4680657 DENVER CO 80206 SFD 7.250 6.750 $2,626.38 360 1-Feb-28
4680734 CHERRY HILL NJ 08003 SFD 7.500 6.750 $2,377.33 360 1-Jan-28
4680776 LOS ALAMITOS CA 90720 SFD 7.750 6.750 $1,948.65 360 1-Nov-27
4680880 MOORESVILLE IN 46158 SFD 7.750 6.750 $1,934.31 360 1-Feb-28
4681031 EAST HAMPTON NY 11937 SFD 7.875 6.750 $1,255.83 360 1-Feb-28
4681314 FAIRFAX CITY VA 22030 SFD 7.125 6.750 $1,883.72 360 1-Feb-28
4681440 AGOURA HILLS CA 91301 SFD 7.800 6.750 $1,799.68 360 1-Nov-27
4681667 NISSEQUOGUE NY 11780 SFD 7.875 6.750 $2,102.70 360 1-Feb-28
4681687 AUSTIN TX 78753 SFD 7.875 6.750 $671.78 360 1-Jan-28
4681777 LITTLETON CO 80127 SFD 7.500 6.750 $2,447.26 360 1-Jan-28
4681869 MEMPHIS TN 38104 SFD 7.500 6.750 $4,195.29 360 1-Feb-28
4682003 LAGUNA HILLS CA 92653 PUD 7.250 6.750 $2,755.99 360 1-Jan-28
4682137 ROCKFORD MI 49341 SFD 7.750 6.750 $2,579.09 360 1-Jan-28
4682139 SAN JOSE CA 95124 SFD 7.625 6.750 $1,769.48 360 1-Dec-27
4682146 LAFAYETTE LA 70508 SFD 7.375 6.750 $2,451.90 360 1-Jan-28
4682568 OMAHA NE 68132 SFD 7.500 6.750 $2,097.64 360 1-Feb-28
4682612 VERNON NJ 07462 SFD 7.625 6.750 $792.73 360 1-Feb-28
4683024 SAN JUAN CAPISTRANCA 92675 SFD 7.800 6.750 $2,937.08 360 1-Nov-27
4683196 TEMPLETON CA 93465 SFD 7.750 6.750 $2,579.09 360 1-Nov-27
4683375 DALLAS TX 75230 SFD 7.125 6.750 $1,684.30 360 1-Feb-28
4683451 FOREST HILLS NY 11375 SFD 8.250 6.750 $2,223.75 360 1-Feb-28
4683469 TOWN COUNTRY MO 63017 SFD 7.625 6.750 $2,831.17 360 1-Feb-28
4683533 SAN CARLOS CA 94070 SFD 7.900 6.750 $1,662.21 360 1-Nov-27
4683659 LAGUNA NIGUEL CA 92677 SFD 7.600 6.750 $1,736.95 360 1-Nov-27
4683705 SUNNYVALE CA 94087 SFD 7.750 6.750 $2,005.96 360 1-Nov-27
4683708 SAN CARLOS CA 94070 SFD 7.950 6.750 $2,482.96 360 1-Nov-27
4683712 LA VERNE CA 91750 SFD 7.550 6.750 $2,304.67 360 1-Nov-27
4683717 ANN ARBOR MI 48103 SFD 7.500 6.750 $2,097.65 360 1-Mar-28
4683987 WEST ISLIP NY 11795 SFD 7.375 6.750 $3,359.45 360 1-Feb-28
4683996 EDEN PRAIRIE MN 55347 SFD 7.375 6.750 $4,403.06 360 1-Feb-28
4684013 DEL MAR CA 92014 SFD 7.625 6.750 $3,357.77 360 1-Dec-27
4684501 REDWOOD CITY CA 94062 SFD 7.500 6.750 $3,076.55 360 1-Dec-27
4684663 MERRICK NY 11566 SFD 7.375 6.750 $1,864.83 360 1-Feb-28
4684883 ALPHARETTA GA 30004 SFD 7.750 6.750 $968.59 360 1-Jan-28
4684887 BALLWIN MO 63011 SFD 7.625 6.750 $1,804.87 360 1-Feb-28
4685005 CAZADERO CA 95421 SFD 7.750 6.750 $1,826.86 360 1-Feb-28
4685018 NASHVILLE TN 37220 SFD 7.500 6.750 $2,526.35 240 1-Feb-18
4685080 EAST HAMPTON NY 11937 SFD 8.000 6.750 $1,761.04 360 1-Mar-28
4685239 OMAHA NE 68116 SFD 7.875 6.750 $2,192.25 360 1-Jan-28
4685461 WEST JORDAN UT 84088 SFD 7.500 6.750 $810.39 360 1-Dec-27
4685599 PASADENA MD 21122 SFD 7.500 6.750 $1,616.59 360 1-Dec-27
4685612 CASTLE ROCK CO 80104 SFD 7.875 6.750 $3,625.35 360 1-Feb-28
4685616 LOS ANGELES CA 90066 SFD 7.250 6.750 $1,842.56 360 1-Feb-28
4685783 LOS ANGELES CA 90049 SFD 7.750 6.750 $3,599.98 360 1-Feb-28
4685865 CRYSTAL LAKE IL 60014 SFD 7.625 6.750 $1,589.00 360 1-Dec-27
4685867 DIAMOND BAR CA 91765 SFD 7.500 6.750 $1,748.04 360 1-Dec-27
4685911 SAN DIEGO CA 92131 SFD 7.750 6.750 $1,982.32 360 1-Feb-28
4686149 LIBERTYVILLE IL 60048 SFD 7.750 6.750 $3,395.79 360 1-Jan-28
4686248 JAMESTOWN RI 02835 SFD 8.000 6.750 $1,730.96 360 1-Feb-28
4686540 BENTONVILLE AR 72712 SFD 7.375 6.750 $1,968.42 360 1-Dec-27
4686543 BEDFORD MA 01730 SFD 7.375 6.750 $1,657.63 360 1-Mar-28
4686678 MISSION VIEJO CA 92692 SFD 7.875 6.750 $1,761.19 360 1-Jan-28
4686741 RALEIGH NC 27614 SFD 7.625 6.750 $1,654.47 360 1-Jan-28
4686970 BAY SHORE NY 11706 SFD 7.625 6.750 $368.06 360 1-Feb-28
4686974 EAST HAMPTON NY 11937 SFD 8.000 6.750 $2,450.78 360 1-Feb-28
4687056 APTOS CA 95003 SFD 7.375 6.750 $1,657.35 360 1-Feb-28
4687097 MOULTONBORO NH 03254 SFD 7.500 6.750 $2,377.33 360 1-Feb-28
4687134 SAN CARLOS CA 94070 SFD 7.500 6.750 $2,150.08 360 1-Feb-28
4687159 DARNESTOWN MD 20874 SFD 7.875 6.750 $2,900.28 360 1-Jan-28
4687252 NAPA CA 94558 SFD 7.750 6.750 $6,333.08 360 1-Jan-28
4687264 BASKING RIDGE NJ 07920 SFD 7.375 6.750 $2,141.10 360 1-Feb-28
4687382 WHITEHOUSE STATIONNJ 08889 SFD 7.500 6.750 $2,279.44 360 1-Feb-28
4687476 JAMESTOWN CA 95327 SFD 7.750 6.750 $2,163.56 360 1-Dec-27
4687490 CHINO HILLS CA 91709 SFD 7.750 6.750 $2,859.92 360 1-Nov-27
4687502 LAKE ARROWHEAD CA 92352 SFD 8.375 6.750 $2,531.04 360 1-Dec-27
4687526 SAN JOSE CA 95135 SFD 7.625 6.750 $1,863.27 360 1-Dec-27
4687688 LONG BEACH TOWNSHINJ 08008 SFD 7.375 6.750 $1,947.71 360 1-Feb-28
4687841 LOS ANGELES CA 90056 SFD 7.250 6.750 $1,971.49 360 1-Dec-27
4688130 BOULDER CO 80301 SFD 7.625 6.750 $7,077.94 360 1-Feb-28
4688225 EUGENE OR 97405 SFD 7.375 6.750 $1,933.89 360 1-Feb-28
4688226 DOWNINGTOWN PA 19335 SFD 7.875 6.750 $2,101.25 360 1-Jan-28
4688291 MISSION VIEJO CA 92691 SFD 7.750 6.750 $1,576.11 360 1-Jan-28
4688292 NEW SMYRNA BEACH FL 32169 LCO 8.000 6.750 $714.69 360 1-Feb-28
4688372 NAPLES FL 34119 SFD 7.625 6.750 $2,382.43 360 1-Feb-28
4688443 WEST LAFAYETTE IN 47906 SFD 7.750 6.750 $1,805.36 360 1-Feb-28
4688493 GIG HARBOR WA 98335 SFD 7.625 6.750 $2,981.23 360 1-Jan-28
4688786 PELL CITY AL 35128 SFD 7.500 6.750 $1,118.75 360 1-Mar-28
4688861 SAN FRANCISCO CA 94131 SFD 7.375 6.750 $1,776.42 360 1-Feb-28
4689040 FOSTER CITY CA 94404 SFD 7.750 6.750 $2,235.21 360 1-Jan-28
4689123 MAITLAND FL 32751 SFD 7.625 6.750 $2,406.50 360 1-Jan-28
4689190 CORTLANDT MANOR NY 10566 SFD 7.625 6.750 $2,211.15 360 1-Feb-28
4689199 PALISADES PARK NJ 07650 MF2 7.500 6.750 $2,086.46 360 1-Feb-28
4689288 INDIANAPOLIS IN 46205 SFD 7.625 6.750 $2,052.60 360 1-Dec-27
4689297 CHERRY GROVE NY 11782 SFD 7.875 6.750 $1,268.88 360 1-Feb-28
4689298 CHARLOTTESVILLE VA 22901 SFD 7.500 6.750 $1,992.77 360 1-Dec-27
4689318 PORT JEFFERSON STANY 11776 SFD 7.625 6.750 $905.98 360 1-Feb-28
4689319 KESWICK VA 22947 SFD 7.625 6.750 $2,477.28 360 1-Dec-27
4689338 DANVILLE CA 94526 SFD 7.875 6.750 $2,523.24 360 1-Dec-27
4689347 PLEASANTON CA 94566 SFD 7.625 6.750 $2,505.59 360 1-Dec-27
4689366 BEVERLY HILLS CA 90210 SFD 7.250 6.750 $6,446.57 360 1-Feb-28
4689441 SANTA ROSA CA 95401 SFD 7.750 6.750 $1,490.14 360 1-Dec-27
4689443 BETHESDA MD 20816 SFD 8.000 6.750 $2,017.86 360 1-Dec-27
4689533 WALNUT CREEK CA 94596 SFD 7.375 6.750 $1,591.32 360 1-Jan-28
4689711 EUGENE OR 97401 SFD 7.375 6.750 $2,279.23 360 1-Jan-28
4690121 SYOSSET NY 11791 SFD 7.625 6.750 $2,123.39 360 1-Feb-28
4690172 HEALDSBURG CA 95448 SFD 7.625 6.750 $2,548.06 360 1-Feb-28
4690243 NEWPORT CA 92663 SFD 7.250 6.750 $2,502.22 360 1-Jan-28
4690446 KANSAS CITY MO 64113 SFD 7.375 6.750 $2,565.86 360 1-Feb-28
4690471 AUSTIN TX 78703 SFD 7.750 6.750 $967.16 360 1-Feb-28
4690609 SHERMAN OAKS CA 91423 LCO 7.500 6.750 $839.06 360 1-Dec-27
4690714 THOUSAND OAKS CA 91362 SFD 7.125 6.750 $2,199.70 360 1-Feb-28
4690726 HARTSDALE NY 10530 SFD 7.875 6.750 $725.07 360 1-Feb-28
4690787 BOISE ID 83702 SFD 7.500 6.750 $1,730.56 360 1-Dec-27
4690790 MATTHEWS NC 28105 SFD 7.375 6.750 $1,692.16 360 1-Jan-28
4690821 LOS ALAMITOS CA 90720 SFD 7.375 6.750 $2,299.95 360 1-Feb-28
4690853 NORTHPORT NY 11768 SFD 7.750 6.750 $2,417.90 360 1-Feb-28
4690981 AUSTIN TX 78746 SFD 7.500 6.750 $2,796.86 360 1-Jan-28
4690985 SAN FRANCISCO CA 94124 SFD 8.000 6.750 $1,582.00 360 1-Dec-27
4690986 SAN DIEGO CA 92128 SFD 7.875 6.750 $1,812.67 360 1-Jan-28
4691006 BLUE ASH OH 45241 SFD 7.500 6.750 $2,740.92 360 1-Feb-28
4691126 DALLAS TX 75209 SFD 7.625 6.750 $2,447.56 360 1-Jan-28
4691231 SAN LUIS OBISPO CA 93401 SFD 8.000 6.750 $2,010.52 360 1-Feb-28
4691264 PESCADERO CA 94060 SFD 7.625 6.750 $2,831.18 360 1-Feb-28
4691265 SHORT HILLS NJ 07078 SFD 7.250 6.750 $1,875.99 360 1-Feb-28
4691292 WASHINGTON DC 20008 THS 7.500 6.750 $2,146.24 360 1-Jan-28
4691302 NORTHRIDGE AREA CA 91325 SFD 7.875 6.750 $2,138.95 360 1-Jan-28
4691492 BRIGHTON BEACH NJ 08008 SFD 7.250 6.750 $2,046.53 360 1-Feb-28
4691584 PORT CHARLOTTE FL 33953 SFD 7.875 6.750 $997.70 360 1-Feb-28
4691634 LAS VEGAS NV 89129 SFD 7.125 6.750 $1,684.30 360 1-Feb-28
4691672 SAN CARLOS CA 94070 SFD 7.875 6.750 $2,908.98 360 1-Feb-28
4691780 LAGUNA NAGIL CA 92677 SFD 7.250 6.750 $1,903.27 360 1-Feb-28
4691783 FORT WORTH TX 76132 SFD 7.250 6.750 $2,046.53 360 1-Feb-28
4692079 SAN FRANCISCO CA 94116 SFD 7.375 6.750 $1,761.92 360 1-Mar-28
4692097 LOS ANGELES CA 90025 LCO 7.625 6.750 $1,592.18 360 1-Dec-27
4692118 GREAT NECK NY 11023 SFD 7.250 6.750 $2,387.62 360 1-Jan-28
4692193 SANTA MONICA CA 90404 LCO 7.250 6.750 $804.97 360 1-Feb-28
4692204 SAINT SIMONS ISLANGA 31522 SFD 7.500 6.750 $3,104.51 360 1-Jan-28
4692249 REDONDO BEACH CA 90278 SFD 8.000 6.750 $2,151.03 360 1-Feb-28
4692401 SCOTTSDALE AZ 85259 SFD 7.875 6.750 $2,233.21 360 1-Jan-28
4692407 GERMANTOWN MD 20876 SFD 8.000 6.750 $1,875.50 360 1-Jan-28
4692421 SAN MARCOS CA 92069 SFD 7.750 6.750 $1,674.26 360 1-Jan-28
4692511 CHAPPAQUA NY 10514 SFD 7.000 6.734 $2,118.99 360 1-Feb-28
4692586 SAN DIEGO CA 92128 SFD 7.500 6.750 $3,468.10 360 1-Jan-28
4692630 BEND OR 97701 SFD 7.375 6.750 $1,762.61 360 1-Jan-28
4692670 WOODLAND HILLS CA 91367 LCO 8.000 6.750 $1,047.82 360 1-Dec-27
4692680 PACIFICA CA 94044 SFD 7.625 6.750 $1,672.16 360 1-Jan-28
4692716 MONUMENT CO 80132 SFD 7.625 6.750 $2,029.25 360 1-Mar-28
4692829 FLORAL PARK NY 11004 SFD 7.500 6.750 $1,118.75 360 1-Mar-28
4693050 FREMONT CA 94539 PUD 8.000 6.750 $2,054.54 360 1-Jan-28
4693059 ANDOVER MA 01810 SFD 8.000 6.750 $2,568.18 360 1-Jan-28
4693067 SAN JOSE CA 95123 SFD 7.875 6.750 $1,848.93 360 1-Jan-28
4693239 MIAMI FL 33165 SFD 7.875 6.750 $667.06 360 1-Jan-28
4693275 ROCKFORD MI 49341 SFD 7.875 6.750 $1,711.16 360 1-Feb-28
4693322 HOUSTON TX 77073 SFD 8.000 6.750 $396.24 360 1-Feb-28
4693387 DUNN LORING VA 22027 SFD 7.250 6.750 $2,401.26 360 1-Jan-28
4693436 BEVERLY MA 01915 SFD 7.750 6.750 $1,841.18 360 1-Feb-28
4693494 POWAY CA 92064 SFD 7.500 6.750 $1,992.77 360 1-Feb-28
4693509 BONITA SPRINGS FL 34135 LCO 7.500 6.750 $929.26 360 1-Jan-28
4693557 DIAMOND BAR CA 91765 SFD 7.500 6.750 $1,992.76 360 1-Dec-27
4693562 UPLAND CA 91786 SFD 7.375 6.750 $2,403.55 360 1-Jan-28
4693564 SAN DIEGO CA 92122 SFD 7.500 6.750 $1,789.99 360 1-Jan-28
4693568 MERCER ISLAND WA 98040 SFD 7.750 6.750 $1,719.39 360 1-Feb-28
4693576 ROSEMEAD CA 91770 SFD 7.750 6.750 $1,834.02 360 1-Dec-27
4693595 LAS VEGAS NV 89102 SFD 7.625 6.750 $1,647.39 360 1-Feb-28
4693791 ACWORTH GA 30101 SFD 7.500 6.750 $1,643.15 360 1-Dec-27
4693802 MORGAN HILL CA 95037 SFD 7.500 6.750 $1,710.98 360 1-Jan-28
4693813 MADISON GA 30650 SFD 7.500 6.750 $1,992.76 360 1-Dec-27
4693836 SAN DIEGO CA 92064 SFD 7.500 6.750 $2,062.68 360 1-Feb-28
4693993 TAVERNIER FL 33070 SFD 7.750 6.750 $3,410.13 360 1-Feb-28
4694092 STATEN ISLAND NY 10309 SFD 8.000 6.750 $1,986.67 360 1-Feb-28
4694190 CHULA VISTA CA 91910 SFD 7.625 6.750 $1,949.97 360 1-Feb-28
4694201 GLENDALE CA 91206 SFD 7.625 6.750 $1,823.28 360 1-Jan-28
4694230 ARCADIA CA 91006 SFD 7.625 6.750 $1,981.82 360 1-Jan-28
4694235 RANCHO PALOS VERDECA 90275 SFD 7.625 6.750 $3,213.38 360 1-Jan-28
4694241 CORAL GABLES FL 33146 SFD 7.375 6.750 $1,795.76 360 1-Feb-28
4694248 RANCHO MIRAGE CA 92270 SFD 7.625 6.750 $2,710.50 360 1-Jan-28
4694258 VALENCIA CA 91354 SFD 7.875 6.750 $1,727.85 360 1-Feb-28
4694274 CINCINNATI OH 45244 SFD 7.500 6.750 $2,219.31 360 1-Feb-28
4694373 BROOKLINE MA 02146 SFD 7.625 6.750 $4,600.66 360 1-Feb-28
4694720 NEW CANAAN CT 06840 SFD 7.250 6.750 $2,728.71 360 1-Feb-28
4694805 NEWARK DE 19713 SFD 7.500 6.750 $999.18 360 1-Jan-28
4694819 FREMONT CA 94536 SFD 7.625 6.750 $1,925.20 360 1-Jan-28
4694829 PALM SPRINGS CA 92262 SFD 8.000 6.750 $836.49 360 1-Jan-28
4694892 NAPLES FL 34108 LCO 7.500 6.750 $1,512.41 360 1-Feb-28
4695157 CLERMONT FL 34711 SFD 7.375 6.750 $1,968.43 360 1-Feb-28
4695263 LITTLE CANADA MN 55117 SFD 7.500 6.750 $1,992.76 360 1-Feb-28
4695346 FRESNO CA 93711 SFD 7.500 6.750 $5,838.45 360 1-Feb-28
4695486 HILLSBOROUGH NJ 08502 SFD 7.625 6.750 $1,840.27 360 1-Feb-28
4695504 SUPERIOR CO 80027 SFD 7.375 6.750 $1,784.70 360 1-Feb-28
4695635 DENVER CO 80220 SFD 7.500 6.750 $3,202.41 360 1-Feb-28
4695684 SANDY SPRINGS GA 30350 SFD 6.625 6.359 $1,705.79 360 1-Jan-28
4695844 MENLO PARK CA 94025 LCO 7.625 6.750 $2,134.00 360 1-Feb-28
4696057 SIERRA MADRE CA 91024 SFD 7.250 6.750 $1,705.45 360 1-Feb-28
4696322 SALT LAKE CITY UT 84121 SFD 7.250 6.750 $1,719.09 360 1-Jan-28
4696354 DEFIANCE MO 63341 SFD 7.750 6.750 $4,040.57 360 1-Feb-28
4696369 VENTURA CA 93004 SFD 8.250 6.750 $2,163.65 360 1-Feb-28
4696592 CHARLOTTE NC 28210 SFD 7.250 6.750 $1,637.23 360 1-Feb-28
4696722 PLEASANTON CA 94566 SFD 7.750 6.750 $2,908.63 360 1-Jan-28
4696817 BOCA RATON FL 33496 SFD 7.375 6.750 $4,834.73 360 1-Feb-28
4696930 DENVER CO 80210 SFD 7.250 6.750 $2,421.73 360 1-Feb-28
4697029 SAN PEDRO CA 90731 SFD 7.750 6.750 $2,308.29 360 1-Feb-28
4697162 DEARBORN MI 48120 SFD 7.875 6.750 $1,999.75 360 1-Feb-28
4697175 DALLAS TX 75225 SFD 7.500 6.750 $3,954.76 360 1-Feb-28
4697240 UPPER MARLBORO MD 20774 SFD 7.500 6.750 $1,734.05 360 1-Jan-28
4697244 RUSSELLVILLE AR 72801 SFD 7.250 6.750 $1,671.33 360 1-Jan-28
4697318 AUSTIN TX 78730 SFD 7.375 6.750 $1,776.08 360 1-Feb-28
4697479 ISSAQUAH WA 98029 SFD 7.375 6.750 $2,752.34 360 1-Mar-28
4697614 DELRAY BEACH FL 33483 SFD 8.000 6.750 $1,871.10 360 1-Feb-28
4697700 SAN FRANCISCO CA 94131 SFD 7.125 6.750 $2,593.82 360 1-Feb-28
4697863 SANIBEL FL 33957 SFD 7.125 6.750 $2,189.59 360 1-Feb-28
4698540 DOWNEY CA 90240 SFD 7.375 6.750 $2,072.03 360 1-Mar-28
4698721 SARATOGA CA 95070 SFD 7.375 6.750 $2,679.82 360 1-Feb-28
4698992 AGOURA HILLS CA 91301 SFD 7.375 6.750 $1,837.20 360 1-Feb-28
4699007 SAN RAMON CA 94583 PUD 7.250 6.750 $1,780.49 360 1-Feb-28
4699066 REDONDO BEACH CA 90277 SFD 7.500 6.750 $2,034.72 360 1-Feb-28
4699323 VIRGINIA BEACH VA 23451 LCO 7.500 6.750 $1,944.52 360 1-Dec-27
4699326 VIRGINIA BEACH VA 23454 SFD 7.125 6.750 $3,031.73 360 1-Feb-28
4699398 DACULA GA 30211 SFD 7.875 6.750 $1,664.04 360 1-Feb-28
4699613 MANHATTAN BEACH CA 90266 SFD 7.250 6.750 $2,408.08 360 1-Feb-28
4699662 LITTLETON CO 80127 SFD 7.000 6.734 $3,206.76 360 1-Feb-28
4699670 DAVIDSONVILLE MD 21035 SFD 7.500 6.750 $2,233.99 360 1-Jan-28
4699854 PALO ALTO CA 94306 SFD 7.500 6.750 $2,326.29 360 1-Feb-28
4700059 CUPERTINO CA 95014 SFD 7.625 6.750 $2,717.93 360 1-Feb-28
4700402 PLANO TX 75093 SFD 7.625 6.750 $2,192.04 360 1-Feb-28
4700642 SAN JOSE CA 95129 SFD 7.125 6.750 $1,785.36 360 1-Feb-28
4700713 PLEASANTON CA 94566 SFD 7.625 6.750 $1,794.26 360 1-Feb-28
4700790 NORCO CA 91760 SFD 7.250 6.750 $1,586.06 360 1-Feb-28
4700872 SANTA BARBARA CA 93105 SFD 7.875 6.750 $3,444.08 360 1-Feb-28
4701049 DALLAS TX 75209 SFD 7.000 6.734 $2,652.57 360 1-Feb-28
4701127 MAR VISTA AREA CA 90066 SFD 7.875 6.750 $1,848.93 360 1-Jan-28
4701145 PECONIC NY 11958 SFD 7.875 6.750 $906.34 360 1-Feb-28
4701315 LOS ALTOS CA 94022 SFD 7.375 6.750 $2,659.10 360 1-Jan-28
4701687 SCOTTSDALE AZ 85258 SFD 7.500 6.750 $1,800.48 360 1-Feb-28
4701759 LAFAYETTE CA 94549 SFD 7.375 6.750 $1,889.69 360 1-Jan-28
4701812 SAN JOSE CA 95120 SFD 7.750 6.750 $2,206.55 360 1-Feb-28
4701863 LAS VEGAS NV 89117 PUD 8.250 6.750 $2,909.66 360 1-Jan-28
4701951 BRENTWOOD CA 94513 SFD 7.375 6.750 $2,072.03 360 1-Feb-28
4702202 MILPITAS CA 95035 SFD 7.500 6.750 $2,097.65 360 1-Feb-28
4702878 NOVI MI 48377 SFD 7.500 6.750 $1,704.34 360 1-Feb-28
4702884 EAST HAMPTON NY 11937 SFD 8.000 6.750 $1,144.68 360 1-Feb-28
4703862 PLACENTIA CA 92870 SFD 7.875 6.750 $2,349.22 360 1-Jan-28
4703911 MILL VALLEY CA 94941 LCO 7.875 6.750 $1,152.86 360 1-Feb-28
4704172 DALLAS TX 75225 SFD 7.500 6.750 $3,426.16 360 1-Mar-28
4704457 MOUNTAIN VIEW CA 94040 SFD 7.625 6.750 $1,967.67 360 1-Feb-28
4704786 LONG BEACH CA 90803 SFD 7.500 6.750 $2,866.78 360 1-Feb-28
4704787 LOS ANGELES CA 91601 SFD 7.500 6.750 $2,027.72 360 1-Feb-28
4704939 SAN MARINO CA 91108 SFD 7.250 6.750 $3,056.15 360 1-Dec-27
4704963 ANCHORAGE AK 99501 SFD 7.750 6.750 $3,232.45 360 1-Feb-28
4705231 GLENDALE CA 91206 SFD 7.500 6.750 $1,824.95 360 1-Feb-28
4705688 LOS ANGELES CA 90027 SFD 7.875 6.750 $1,106.46 360 1-Feb-28
4706918 BURLINGAME CA 94010 SFD 7.875 6.750 $3,625.35 360 1-Jan-28
4706996 LITHONIA GA 30058 SFD 7.375 6.750 $1,726.69 360 1-Jan-28
4707023 FLOWERY BRANCH GA 30542 SFD 7.375 6.750 $1,989.14 360 1-Dec-27
4707034 CARTERSVILLE GA 30121 SFD 7.500 6.750 $1,734.05 360 1-Jan-28
4707058 COVINGTON GA 30014 SFD 7.375 6.750 $1,740.50 360 1-Jan-28
4707744 ORLAND PARK IL 60467 SFD 7.875 6.750 $1,740.17 360 1-Oct-27
4707759 CHANDLER AZ 85226 SFD 7.750 6.750 $2,378.49 360 1-Oct-27
4707818 WILMINGTON NC 28412 SFD 7.500 6.750 $2,120.72 360 1-Feb-28
4707858 LLOYD NECK NY 11743 SFD 7.500 6.750 $2,796.86 360 1-Jan-28
4708025 MONROE CT 06468 LCO 7.625 6.750 $707.80 360 1-Mar-28
4708058 MISSOULA MT 59804 SFD 7.375 6.750 $2,969.91 360 1-Feb-28
4708075 PAYSON UT 84651 SFD 7.625 6.750 $2,229.55 360 1-Feb-28
4708246 POWAY CA 92064 SFD 7.625 6.750 $2,887.80 360 1-Feb-28
4708373 EASTON CT 06612 SFD 7.375 6.750 $1,726.69 360 1-Feb-28
4709120 FRESNO CA 93720 SFD 7.750 6.750 $801.67 360 1-Feb-28
4711140 SAN DIEGO CA 92130 SFD 7.750 6.750 $3,546.25 360 1-Dec-27
4711141 SAN JOSE CA 95123 SFD 7.750 6.750 $2,720.94 360 1-Jan-28
4711148 ANAHEIM CA 92807 SFD 7.750 6.750 $1,829.01 360 1-Dec-27
4711151 ESCONDIDO CA 92027 SFD 8.000 6.750 $1,778.65 360 1-Jan-28
4711153 SAN JOSE CA 95120 SFD 7.875 6.750 $2,341.98 360 1-Dec-27
4711159 SUNNYVALE CA 94087 SFD 7.750 6.750 $2,213.72 360 1-Dec-27
4711167 BARRINGTON IL 60010 SFD 8.000 6.750 $2,568.18 360 1-Jan-28
4711170 THOUSAND OAKS CA 91361 SFD 7.750 6.750 $3,852.15 360 1-Jan-28
4711173 POWAY CA 92064 SFD 7.750 6.750 $2,808.34 360 1-Jan-28
4712361 ROGERS AR 72758 SFD 7.375 6.750 $2,244.69 360 1-Feb-28
4712488 SEWELL NJ 08080 SFD 8.125 6.750 $1,262.25 360 1-Mar-28
4712564 BONITA CA 91902 SFD 7.875 6.750 $1,832.98 360 1-Dec-27
4712789 TALLAHASSEE FL 32301 SFD 8.375 6.750 $1,983.79 360 1-Dec-27
4714403 CLAYTON CA 94517 SFD 7.500 6.750 $1,957.80 360 1-Feb-28
6293177 JACKSONVILLE FL 32256 SFD 7.000 6.734 $1,570.11 360 1-Dec-27
6383888 COLORADO SPRINGS CO 80906 SFD 7.625 6.750 $1,576.61 360 1-Nov-27
6393024 LITTLETON CO 80123 SFD 7.750 6.750 $3,080.57 360 1-Feb-28
6395516 EDEN PRAIRIE MN 55435 SFD 7.500 6.750 $3,496.07 360 1-Jan-28
6399995 NORTH POTOMAC MD 20878 SFD 7.125 6.750 $1,708.55 360 1-Jan-28
6409289 BEDFORD NH 03110 SFD 7.250 6.750 $1,981.72 360 1-Jan-28
6410056 VANCOUVER WA 98685 SFD 8.000 6.750 $2,384.00 360 1-Jan-28
6420622 BROOKLYN PARK MN 55443 SFD 7.500 6.750 $1,762.02 360 1-Dec-27
6425316 HAM LAKE MN 55304 SFD 7.875 6.750 $1,666.93 360 1-Dec-27
6430483 BEDFORD MA 01730 LCO 7.375 6.750 $1,726.69 360 1-Jan-28
6433476 ATLANTA GA 30319 SFD 7.250 6.750 $1,590.84 360 1-Feb-28
6436207 AUBURN CA 95603 SFD 7.875 6.750 $1,725.67 360 1-Dec-27
6438876 LITTLETON CO 80120 PUD 7.750 6.750 $2,262.07 360 1-Dec-27
6440538 BUENA PARK CA 90620 SFD 7.500 6.750 $1,976.68 360 1-Dec-27
6445716 ST PAUL MN 55102 MF2 7.875 6.750 $1,697.39 360 1-Jan-28
6448618 MARIETTA GA 30066 SFD 7.625 6.750 $2,153.46 360 1-Jan-28
6450016 MENDHAM NJ 07945 SFD 7.500 6.750 $1,992.76 360 1-Jan-28
6450898 TUALATIN OR 97062 SFD 7.375 6.750 $2,762.70 360 1-Jan-28
6451279 COTO DE CAZA CA 92679 SFD 7.375 6.750 $1,933.54 360 1-Jan-28
6452945 OAK PARK CA 91301 SFD 7.500 6.750 $2,563.67 360 1-Jan-28
6453259 ANAHEIM CA 92808 SFD 7.750 6.750 $1,956.88 360 1-Feb-28
6453284 GREAT NECK NY 11020 SFD 7.875 6.750 $1,864.52 240 1-Nov-17
6453853 HAPPY JACK AZ 86024 SFD 8.250 6.750 $767.79 360 1-Dec-27
6459654 COTO DE CAZA CA 92679 SFD 7.375 6.750 $1,956.68 360 1-Jan-28
6460601 EVERETT WA 98208 PUD 7.625 6.750 $801.05 360 1-Dec-27
6461971 SAN DIEGO CA 92130 PUD 7.250 6.750 $1,225.87 360 1-Dec-27
6464625 FREDERICK MD 21701 SFD 7.375 6.750 $1,812.33 360 1-Nov-27
6466208 BRENTWOOD CA 94513 SFD 7.500 6.750 $1,626.02 360 1-Nov-27
6466301 SAN DIEGO CA 92130 LCO 7.750 6.750 $1,667.09 360 1-Jan-28
6467002 OAK PARK CA 91301 SFD 7.250 6.750 $1,773.66 360 1-Jan-28
6467323 SAN DIEGO CA 92128 PUD 7.500 6.750 $1,682.66 360 1-Dec-27
6468263 HAMPTON NH 03842 SFD 7.875 6.750 $2,030.19 360 1-Dec-27
6468696 HIGHLANDS RANCH CO 80126 SFD 7.750 6.750 $1,940.31 360 1-Dec-27
6470164 LA VERNE CA 91750 SFD 7.500 6.750 $2,159.78 360 1-Dec-27
6470342 LONGMONT CO 80501 SFD 7.500 6.750 $1,740.67 360 1-Jan-28
6470529 BASKING RIDGE NJ 07920 SFD 7.500 6.750 $2,148.83 360 1-Jan-28
6471810 NORFOLK MA 02056 SFD 7.875 6.750 $1,957.69 360 1-Sep-27
6474219 PHOENIX AZ 85028 SFD 7.625 6.750 $4,264.46 360 1-Dec-27
6475093 SCOTTSDALE AZ 85259 SFD 8.000 6.750 $2,007.95 360 1-Mar-28
6479793 HOWELL NJ 07731 SFD 7.875 6.750 $1,812.67 360 1-Jan-28
6480544 RICHFIELD UT 84701 SFD 7.875 6.750 $652.56 360 1-Nov-27
6485402 SAN JOSE CA 95124 SFD 7.500 6.750 $2,517.17 360 1-Nov-27
6486240 WESTMINSTER CO 80234 SFD 7.250 6.750 $1,539.98 360 1-Jan-28
6487265 COTO DE CAZA CA 92679 PUD 7.375 6.750 $2,362.11 360 1-Jan-28
6488129 OAK PARK CA 91301 SFD 7.625 6.750 $2,015.44 360 1-Dec-27
6488573 ENGLEWOOD CO 80111 SFD 7.125 6.750 $1,967.26 360 1-Mar-28
6490149 GILROY CA 95020 SFD 7.250 6.750 $2,007.30 360 1-Feb-28
6490677 NEWTON MA 02161 SFD 8.250 6.750 $1,727.91 360 1-Nov-27
6491626 SPRINGFIELD NJ 07081 SFD 7.375 6.750 $1,685.25 360 1-Jan-28
6492161 ALLENDALE NJ 07401 LCO 8.000 6.750 $1,834.41 360 1-Jan-28
6492871 PRINCETON NJ 08540 SFD 7.625 6.750 $3,397.41 360 1-Nov-27
6493055 TELLURIDE CO 81435 PUD 7.750 6.750 $2,686.55 360 1-Jan-28
6495655 PARK RIDGE NJ 07656 PUD 7.250 6.750 $2,831.03 360 1-Feb-28
6496061 ALAMEDA CA 94502 SFD 7.500 6.750 $2,676.24 360 1-Nov-27
6497859 GRAND JUNCTION CO 81506 SFD 7.500 6.750 $1,624.90 360 1-Feb-28
6498285 NEWPORT COAST CA 92657 SFD 7.375 6.750 $2,486.43 360 1-Dec-27
6500297 ST PAUL MN 55102 SFD 7.625 6.750 $2,654.23 360 1-Jan-28
6501517 OAK PARK CA 91301 SFD 7.375 6.750 $2,122.10 360 1-Dec-27
6501895 ISSAQUAH WA 98027 SFD 7.875 6.750 $1,820.65 360 1-Nov-27
6502930 ATLANTA GA 30342 SFD 7.750 6.750 $1,676.40 360 1-Dec-27
6503546 THOUSAND OAKS CA 91320 SFD 7.500 6.750 $2,097.64 360 1-Feb-28
6505537 CORONADO CA 92118 LCO 7.875 6.750 $1,635.76 360 1-Nov-27
6505613 SHERWOOD OR 97140 SFD 7.625 6.750 $1,911.04 360 1-Dec-27
6506157 NO BEACH HAVEN NJ 07080 SFD 8.250 6.750 $1,498.78 360 1-Dec-27
6507471 NORTH OAKS MN 55127 SFD 7.500 6.750 $1,594.21 360 1-Nov-27
6509521 POTTER VALLEY CA 95469 SFD 7.750 6.750 $1,791.03 360 1-Dec-27
6510541 SOUTHBORO MA 01772 SFD 8.125 6.750 $1,522.12 360 1-Nov-27
6511363 SCOTTSDALE AZ 85258 SFD 8.000 6.750 $2,641.55 360 1-Dec-27
6511567 LIVINGSTON NJ 07039 SFD 8.000 6.750 $1,630.10 360 1-Dec-27
6513520 AVALON NJ 08202 LCO 7.375 6.750 $1,878.64 360 1-Jan-28
6513613 SACRAMENTO CA 95831 SFD 8.250 6.750 $1,727.54 360 1-Nov-27
6514522 SAN JOSE CA 95138 PUD 7.625 6.750 $2,711.20 360 1-Feb-28
6515230 TRABUCO CANYON CA 92679 SFD 7.750 6.750 $1,650.26 360 1-Nov-27
6515395 SONOMA CA 95476 SFD 7.125 6.750 $1,819.04 360 1-Feb-28
6515741 EDINA MN 55424 SFD 7.875 6.750 $1,993.94 360 1-Nov-27
6516299 MENDHAM BOROUGH NJ 07945 SFD 7.875 6.750 $3,217.50 360 1-Mar-28
6516501 THOUSAND OAKS CA 91320 SFD 7.500 6.750 $1,686.51 360 1-Dec-27
6516721 SAN JOSE CA 95138 SFD 7.375 6.750 $1,864.82 360 1-Jan-28
6519941 EVERGREEN CO 80439 SFD 7.750 6.750 $1,725.12 360 1-Dec-27
6521068 CHANHASSEN MN 55317 SFD 7.625 6.750 $2,208.32 360 1-Nov-27
6524641 REDONDO BEACH CA 90278 LCO 7.500 6.750 $1,706.08 360 1-Nov-27
6525585 BUENA PARK CA 90620 PUD 7.750 6.750 $2,147.80 360 1-Jan-28
6527251 WINDHAM NH 03087 SFD 7.875 6.750 $1,769.17 360 1-Dec-27
6528132 COROLLA NC 27927 SFD 7.750 6.750 $1,755.21 360 1-Jan-28
6528735 SNOHOMISH WA 98290 SFD 7.750 6.750 $2,084.76 360 1-Dec-27
6530483 WHEATON MD 20902 SFD 7.875 6.750 $1,949.71 360 1-Nov-27
6532270 CLACKAMAS OR 97015 SFD 7.500 6.750 $1,554.35 360 1-Dec-27
6532616 NORTH OAKS MN 55127 SFD 7.625 6.750 $4,600.66 360 1-Dec-27
6532777 WENHAM MA 01984 SFD 7.500 6.750 $2,478.02 360 1-Jan-28
6533633 FORT LAUDERDALE FL 33316 SFD 8.000 6.750 $4,710.77 360 1-Nov-27
6534260 ROCKPORT MA 01966 SFD 7.500 6.750 $1,318.72 360 1-Nov-27
6534930 BEND OR 97702 PUD 7.875 6.750 $2,791.52 360 1-Dec-27
6535095 JEFFERSON TWP NJ 07849 SFD 8.625 6.750 $388.89 360 1-Nov-27
6535151 SAN JOSE CA 95124 SFD 7.875 6.750 $1,928.68 360 1-Dec-27
6535193 ALAMEDA CA 94502 PUD 7.375 6.750 $3,798.71 360 1-Jan-28
6535741 SAN JOSE CA 95119 SFD 7.500 6.750 $2,108.13 360 1-Dec-27
6535848 FAIRFAX STATION VA 22039 SFD 7.250 6.750 $1,609.94 360 1-Nov-27
6536287 MINNEAPOLIS MN 55410 SFD 7.500 6.750 $1,678.11 360 1-Jan-28
6536305 BATTLE CREEK MI 49017 SFD 7.625 6.750 $1,677.47 360 1-Dec-27
6537004 SAN DIEGO CA 92130 SFD 7.125 6.750 $2,164.32 360 1-Jan-28
6537101 MORGAN HILL CA 95037 SFD 7.375 6.750 $1,574.74 360 1-Nov-27
6537655 LOS GATOS CA 95030 SFD 7.125 6.750 $1,684.30 360 1-Jan-28
6537743 DANA POINT CA 92629 SFD 7.500 6.750 $3,146.47 360 1-Nov-27
6538563 VIRGINIA BEACH VA 23456 SFD 7.625 6.750 $840.51 360 1-Jan-28
6538894 SAN JOSE CA 95138 SFD 7.500 6.750 $1,957.80 360 1-Jan-28
6538910 KANEOHE HI 96744 SFD 8.000 6.750 $1,174.02 360 1-Dec-27
6539561 POWELL OH 43065 PUD 7.000 6.734 $2,095.70 360 1-Nov-27
6539667 CHEVY CHASE MD 20815 HCO 7.250 6.750 $1,463.95 360 1-Jan-28
6539735 LITTLE FALLS NJ 07424 HCO 8.250 6.750 $563.45 360 1-Dec-27
6540437 SAN DIEGO CA 92131 SFD 7.000 6.734 $1,623.34 360 1-Nov-27
6540815 WARICK RI 02886 SFD 7.625 6.750 $1,755.33 360 1-Jan-28
6541113 SAN DIEGO CA 92128 SFD 7.250 6.750 $2,275.40 360 1-Mar-28
6541842 SAN DIEGO CA 92131 SFD 7.875 6.750 $2,155.92 360 1-Nov-27
6542005 SANDY UT 84092 PUD 7.500 6.750 $1,758.87 360 1-Dec-27
6542397 CHULA VISTA CA 91915 SFD 7.125 6.750 $1,726.74 360 1-Feb-28
6542437 DIAMOND BAR CA 91765 SFD 7.750 6.750 $7,164.12 360 1-Jan-28
6542657 HAYWARD CA 94542 SFD 7.875 6.750 $1,773.52 360 1-Nov-27
6543015 MAMMOTH LAKES CA 93546 SFD 7.875 6.750 $1,812.67 360 1-Dec-27
6543164 PEPPERELL MA 01463 SFD 7.250 6.750 $1,669.29 360 1-Feb-28
6543374 DURANGO CO 81301 SFD 8.250 6.750 $1,540.10 360 1-Nov-27
6543740 LODI BORO NJ 07644 LCO 8.250 6.750 $371.88 360 1-Jan-28
6543855 WOODBURY MN 55129 LCO 8.250 6.750 $503.35 360 1-Nov-27
6543951 NEWPORT COAST CA 92657 SFD 7.250 6.750 $4,775.23 360 1-Nov-27
6544313 CARLSBAD CA 92009 SFD 7.500 6.750 $1,836.84 360 1-Nov-27
6544441 LITTLETON CO 80121 SFD 7.750 6.750 $2,174.31 360 1-Nov-27
6545303 CHEHALIS WA 98532 SFD 7.750 6.750 $1,805.36 360 1-Dec-27
6547519 LONGWOOD FL 32779 SFD 7.875 6.750 $2,414.48 360 1-Dec-27
6547836 COLORADO SPRINGS CO 80919 SFD 7.625 6.750 $2,739.16 360 1-Nov-27
6547903 DURANGO CO 81301 SFD 7.875 6.750 $1,993.94 360 1-Dec-27
6547968 CLIVE IA 50325 PUD 7.375 6.750 $2,958.85 360 1-Dec-27
6548178 NEW LENOX IL 60451 SFD 7.500 6.750 $1,699.09 360 1-Nov-27
6548573 MIDDLETOWN NJ 07748 SFD 7.875 6.750 $2,675.51 360 1-Dec-27
6548707 CANTON MA 02021 SFD 7.500 6.750 $1,866.90 360 1-Nov-27
6548824 ST PETERSBURG FL 33704 SFD 7.375 6.750 $1,673.16 360 1-Nov-27
6548892 GLEN MILLS PA 19342 PUD 7.000 6.734 $1,716.48 360 1-Jan-28
6548924 NAPERVILLE IL 60564 SFD 7.500 6.750 $2,013.74 360 1-Nov-27
6549239 SAN DIEGO CA 92131 SFD 7.750 6.750 $1,897.06 360 1-Nov-27
6549540 SAYVILLE NY 11782 SFD 7.625 6.750 $1,847.34 360 1-Jan-28
6549771 HAWORTH NJ 07641 SFD 7.250 6.750 $1,790.71 360 1-Dec-27
6550650 SAN DIEGO CA 92121 SFD 7.750 6.750 $1,806.08 360 1-Jan-28
6550790 GREEN OAKS IL 60048 SFD 7.625 6.750 $2,610.70 360 1-Nov-27
6551115 SALT LAKE CITY UT 84121 SFD 7.625 6.750 $1,605.28 360 1-Dec-27
6551202 LA VERNE CA 91750 SFD 7.375 6.750 $2,265.41 360 1-Jan-28
6551298 ASPEN CO 81611 LCO 7.750 6.750 $2,607.74 360 1-Dec-27
6551370 CAMARILLO CA 93010 SFD 7.125 6.750 $1,804.89 360 1-Dec-27
6551661 SHORT HILLS NJ 07078 SFD 7.875 6.750 $1,740.17 360 1-Dec-27
6551703 SANTA MONICA CA 90402 SFD 7.875 6.750 $6,018.08 360 1-Dec-27
6551944 KENTFIELD CA 94904 SFD 8.000 6.750 $2,174.88 360 1-Dec-27
6552133 SANTA FE NM 87505 SFD 7.875 6.750 $2,900.28 360 1-Nov-27
6552547 ATLANTA GA 30318 MF2 7.750 6.750 $1,676.40 360 1-Dec-27
6552734 WASHINGTON DC 20016 SFD 7.625 6.750 $1,642.08 360 1-Dec-27
6552913 EDISON NJ 08817 LCO 7.875 6.750 $594.56 360 1-Dec-27
6552928 BARRINGTON IL 60010 SFD 7.625 6.750 $1,875.65 360 1-Dec-27
6553326 MONTCLAIR NJ 07042 SFD 7.500 6.750 $1,538.27 360 1-Jan-28
6553463 THE WOODLANDS TX 77381 SFD 7.375 6.750 $1,674.89 360 1-Jan-28
6553484 RUMSON NJ 07760 SFD 7.125 6.750 $6,737.19 360 1-Dec-27
6554633 SANTA ANA CA 92705 SFD 7.500 6.750 $5,838.44 360 1-Jan-28
6554808 VESTAL NY 13850 SFD 7.875 6.750 $1,740.17 360 1-Dec-27
6554875 MONTCLAIR NJ 07043 SFD 7.375 6.750 $2,701.92 360 1-Dec-27
6554929 VIRGINIA BEACH VA 23454 SFD 7.625 6.750 $2,589.11 360 1-Nov-27
6554948 FREEHOLD NJ 07728 SFD 8.375 6.750 $1,117.31 360 1-Jan-28
6555777 KALISPELL MT 59901 SFD 7.750 6.750 $1,679.99 360 1-Dec-27
6555945 AGOURA CA 91301 LCO 7.750 6.750 $1,484.41 360 1-Nov-27
6556080 LONG BRANCH NJ 07740 LCO 8.375 6.750 $1,489.74 360 1-Nov-27
6556151 GLEN ELLYN IL 60173 SFD 7.750 6.750 $1,670.67 360 1-Dec-27
6556426 SNOHOMISH WA 98290 SFD 7.625 6.750 $1,593.53 360 1-Jan-28
6556964 EDINA MN 55424 SFD 7.875 6.750 $1,740.17 360 1-Nov-27
6557007 SAN JOSE CA 95148 SFD 7.500 6.750 $2,158.48 360 1-Jan-28
6557284 WEST JORDAN UT 84088 SFD 7.375 6.750 $1,734.60 360 1-Feb-28
6557647 PISCATAWAY NJ 08854 SFD 8.250 6.750 $1,627.99 360 1-Nov-27
6557671 CHULA VISTA CA 91910 SFD 7.625 6.750 $1,712.86 360 1-Dec-27
6558505 MONTCLAIR NJ 07042 SFD 7.875 6.750 $754.07 360 1-Dec-27
6559381 SAN DIEGO CA 92130 PUD 7.125 6.750 $1,810.28 360 1-Jan-28
6559430 GRAHAM WA 98338 PUD 7.875 6.750 $1,799.98 360 1-Jan-28
6559752 WESTFIELD NJ 07090 SFD 7.875 6.750 $2,175.21 360 1-Dec-27
6559821 SHOREVIEW MN 55126 SFD 7.375 6.750 $2,417.36 360 1-Jan-28
6560054 MAPLE GROVE MN 55311 SFD 7.250 6.750 $1,628.49 360 1-Jan-28
6560526 EL CAJON CA 92020 SFD 7.250 6.750 $1,957.85 360 1-Dec-27
6560712 CASTRO VALLEY CA 94552 SFD 7.500 6.750 $1,882.98 360 1-Dec-27
6560721 FOLSOM CA 95630 SFD 7.750 6.750 $1,647.75 360 1-Dec-27
6561309 NEWTON MA 02160 MF2 8.000 6.750 $2,212.30 360 1-Dec-27
6561521 EDEN UT 84310 SFD 8.000 6.750 $1,562.92 360 1-Nov-27
6561549 LAGUNA BEACH CA 92651 SFD 7.500 6.750 $2,202.53 360 1-Feb-28
6561685 CALIFON NJ 07830 SFD 7.625 6.750 $3,121.37 360 1-Jan-28
6561739 ALEXANDRIA MN 56308 SFD 7.500 6.750 $2,517.17 360 1-Jan-28
6561899 MILFORD MI 48380 SFD 7.750 6.750 $2,148.52 360 1-Dec-27
6561969 HOUSTON TX 77024 SFD 7.875 6.750 $2,832.12 360 1-Dec-27
6562381 OXNARD CA 93030 SFD 7.750 6.750 $1,647.03 360 1-Dec-27
6562568 SAN DIEGO CA 92103 SFD 7.875 6.750 $3,625.35 360 1-Dec-27
6562817 DAKOTA DUNES SD 57049 SFD 7.875 6.750 $1,758.29 360 1-Dec-27
6562847 GRAND RAPIDS MI 49546 LCO 7.625 6.750 $1,663.32 360 1-Dec-27
6563210 ARLINGTON MA 02174 SFD 7.375 6.750 $2,434.63 360 1-Jan-28
6563292 EDINBORO PA 16412 SFD 7.750 6.750 $1,662.08 360 1-Dec-27
6563719 SANTA ANA CA 92705 SFD 7.625 6.750 $3,199.23 360 1-Dec-27
6564107 PHOENIX AZ 85331 PUD 7.875 6.750 $906.34 360 1-Dec-27
6564151 HENDERSON NV 89014 SFD 7.750 6.750 $2,063.27 360 1-Dec-27
6564261 NEWPORT BEACH CA 92625 SFD 7.750 6.750 $1,912.82 360 1-Nov-27
6564356 DENVILLE NJ 07834 SFD 7.750 6.750 $3,008.93 360 1-Jan-28
6564882 WINDSOR CA 95492 SFD 8.000 6.750 $1,986.67 360 1-Dec-27
6565086 KIRKLAND WA 98033 PUD 7.500 6.750 $1,901.86 360 1-Dec-27
6565102 COPPER CANYON TX 75067 SFD 7.625 6.750 $3,963.64 360 1-Jan-28
6565206 LONG LAKE MN 55356 SFD 7.500 6.750 $1,538.27 360 1-Jan-28
6565645 LAS FLORES CA 92688 SFD 7.375 6.750 $1,674.54 360 1-Jan-28
6566094 YORK PA 17404 SFD 7.375 6.750 $1,574.05 360 1-Dec-27
6566205 ROSWELL GA 30075 SFD 8.125 6.750 $2,795.50 360 1-Dec-27
6567190 GIG HARBOR WA 98332 SFD 7.250 6.750 $1,657.69 360 1-Nov-27
6567197 FAIRFAX VA 22030 SFD 7.125 6.750 $2,258.30 360 1-Jan-28
6567744 CARBONDALE CO 81623 SFD 7.750 6.750 $1,611.93 360 1-Dec-27
6568841 DUVALL WA 98019 SFD 7.750 6.750 $1,783.15 360 1-Jan-28
6568853 CASTRO VALLEY CA 94546 SFD 7.625 6.750 $1,728.43 360 1-Dec-27
6568865 SAN JOSE CA 95138 LCO 7.375 6.750 $2,284.06 360 1-Feb-28
6568998 BOULDER CO 80302 SFD 8.125 6.750 $1,907.48 360 1-Dec-27
6569145 COTO DE CAZA AREA CA 92679 SFD 7.375 6.750 $3,082.48 360 1-Dec-27
6569157 NAPLES FL 34108 SFD 7.625 6.750 $2,154.31 240 1-Dec-17
6569247 HEMET CA 92544 SFD 8.125 6.750 $1,749.32 360 1-Dec-27
6569452 PINETOP-LAKESIDE AZ 85929 SFD 8.000 6.750 $2,788.31 360 1-Jan-28
6569466 EDMONDS WA 98026 SFD 7.375 6.750 $2,046.12 360 1-Feb-28
6569603 COLORADO SPRINGS CO 80907 SFD 7.500 6.750 $2,003.60 360 1-Jan-28
6569687 STEAMBOAT SPRINGS CO 80477 SFD 8.000 6.750 $1,320.78 360 1-Dec-27
6569752 MIRAMAR FL 33027 SFD 7.500 6.750 $1,817.96 360 1-Feb-28
6569951 SIOUX FALLS SD 57110 SFD 7.500 6.750 $1,610.99 360 1-Jan-28
6570401 OXNARD CA 93035 SFD 7.625 6.750 $2,661.30 360 1-Mar-28
6571116 MISSION HILLS KS 66208 SFD 7.500 6.750 $1,704.34 360 1-Nov-27
6571129 LAS FLORES CA 92688 PUD 7.625 6.750 $1,890.35 360 1-Feb-28
6571583 MAPLE VALLEY WA 98038 PUD 7.875 6.750 $1,871.40 360 1-Feb-28
6571667 SANTA CLARITA CA 91321 SFD 7.750 6.750 $1,779.93 360 1-Jan-28
6571677 GLENWOOD SPRINGS CO 81601 SFD 7.750 6.750 $2,460.88 360 1-Dec-27
6572595 LITTLETON CO 80127 SFD 7.750 6.750 $1,776.70 360 1-Dec-27
6573564 CARLSBAD CA 92008 SFD 7.625 6.750 $1,818.32 360 1-Dec-27
6573589 ROCHESTER MN 55902 SFD 7.625 6.750 $1,719.94 360 1-Dec-27
6573605 WEST COVINA CA 91790 SFD 7.750 6.750 $1,733.00 360 1-Dec-27
6574192 NORWICH VT 05055 SFD 7.750 6.750 $1,899.93 360 1-Jan-28
6574291 LOS ANGELES CA 90077 SFD 7.750 6.750 $7,164.12 360 1-Jan-28
6575185 CARSON CITY NV 89703 SFD 7.875 6.750 $1,827.17 360 1-Jan-28
6575325 PASADENA CA 91106 SFD 7.750 6.750 $2,364.16 360 1-Jan-28
6575601 MORGAN HILL CA 95037 SFD 7.625 6.750 $1,755.33 360 1-Dec-27
6575763 NEWPORT BEACH CA 92660 SFD 7.500 6.750 $2,097.64 360 1-Jan-28
6576868 YUMA AZ 85364 SFD 7.750 6.750 $1,647.75 360 1-Jan-28
6576883 STAFFORD TWP NJ 08050 SFD 8.375 6.750 $558.65 360 1-Jan-28
6577009 ALPHARETTA GA 30022 SFD 7.375 6.750 $2,707.45 360 1-Jan-28
6577097 LAGUNA BEACH CA 92651 SFD 7.375 6.750 $2,486.43 360 1-Dec-27
6577314 PLEASANT PLAINS IL 62677 SFD 7.375 6.750 $2,348.30 360 1-Feb-28
6577445 WATCHUNG NJ 07060 SFD 7.250 6.750 $2,387.62 360 1-Jan-28
6577909 CHEVY CHASE MD 20815 SFD 7.250 6.750 $2,053.01 360 1-Dec-27
6578272 PAIA HI 96779 SFD 7.375 6.750 $1,266.01 360 1-Jan-28
6578312 MILL CREEK WA 98012 SFD 7.750 6.750 $1,749.12 360 1-Dec-27
6578392 LOS ALTOS CA 94024 SFD 7.875 6.750 $3,132.30 360 1-Jan-28
6578394 SAN RAMON CA 94583 SFD 7.250 6.750 $1,694.18 360 1-Dec-27
6578701 ASPEN CO 81611 SFD 7.750 6.750 $3,610.72 360 1-Dec-27
6579020 SAN DIEGO CA 92110 SFD 7.375 6.750 $1,933.89 360 1-Feb-28
6579736 BEAVER CREEK CO 81620 LCO 7.625 6.750 $5,175.74 360 1-Nov-27
6579764 HOUSTON TX 77077 SFD 7.250 6.750 $1,652.23 360 1-Nov-27
6580444 WOODLAND MN 55391 SFD 7.500 6.750 $1,678.11 360 1-Dec-27
6580505 SNOWMASS VILLAGE CO 81615 LCO 7.750 6.750 $2,364.16 360 1-Dec-27
6581778 KIRKLAND WA 98034 SFD 7.750 6.750 $1,788.16 360 1-Jan-28
6581993 TIBURON CA 94920 SFD 7.750 6.750 $4,642.35 360 1-Dec-27
6581999 SAN MARINO CA 91108 SFD 7.000 6.734 $3,140.23 360 1-Dec-27
6582222 WALDWICK NJ 07463 SFD 7.875 6.750 $1,729.29 360 1-Dec-27
6582332 SAN JOSE CA 95138 PUD 7.250 6.750 $1,944.20 360 1-Jan-28
6582348 LA MIRADA CA 90638 SFD 7.250 6.750 $1,691.80 360 1-Jan-28
6582355 LA MIRADA CA 90638 SFD 7.500 6.750 $1,681.61 360 1-Jan-28
6582438 SAN DIEGO CA 92130 SFD 7.625 6.750 $1,826.11 360 1-Dec-27
6582537 WEST WINDSOR NJ 08512 SFD 7.875 6.750 $2,167.96 360 1-Jan-28
6582595 RIDGEWOOD NJ 07450 SFD 7.625 6.750 $1,861.50 360 1-Feb-28
6582629 CARLSBAD CA 92009 SFD 7.875 6.750 $4,350.42 360 1-Dec-27
6583380 SARATOGA CA 95070 SFD 7.500 6.750 $4,798.50 360 1-Jan-28
6583408 ORANGE CA 92867 PUD 7.625 6.750 $2,024.29 360 1-Jan-28
6583512 MILPITAS CA 95035 SFD 7.500 6.750 $1,978.78 360 1-Jan-28
6583516 CORONA DEL MAR CA 92625 SFD 7.500 6.750 $3,272.32 360 1-Jan-28
6583949 LIVERMORE CA 94550 SFD 7.125 6.750 $2,145.32 360 1-Feb-28
6584066 PENSACOLA FL 32501 SFD 7.500 6.750 $1,572.53 360 1-Jan-28
6584159 MORGAN HILL CA 95037 PUD 7.750 6.750 $1,719.39 360 1-Feb-28
6585542 ST CHARLES IL 60175 SFD 7.625 6.750 $1,875.30 360 1-Jan-28
6585680 LIVINGSTON NJ 07039 SFD 7.750 6.750 $3,266.84 360 1-Dec-27
6585790 ALBUQUERQUE NM 87120 SFD 8.375 6.750 $1,327.85 360 1-Dec-27
6585812 ENCINITAS CA 92024 LCO 7.625 6.750 $1,734.09 360 1-Jan-28
6585967 SAN FRANCISCO CA 94105 HCO 7.375 6.750 $1,602.37 360 1-Jan-28
6587269 FALLBROOK CA 92028 SFD 7.375 6.750 $1,712.87 360 1-Jan-28
6587614 SEATTLE WA 98177 SFD 7.500 6.750 $2,097.64 360 1-Jan-28
6587934 LIVINGSTON NJ 07039 SFD 7.875 6.750 $2,055.57 360 1-Dec-27
6587949 HOCKLEY TX 77447 SFD 7.500 6.750 $1,650.15 360 1-Dec-27
6588038 ALAMEDA CA 94502 SFD 6.875 6.609 $1,773.71 360 1-Dec-27
6588060 CARLSBAD CA 92008 PUD 7.625 6.750 $1,811.95 360 1-Jan-28
6588663 CAMARILLO CA 93012 SFD 7.375 6.750 $1,874.49 360 1-Jan-28
6588989 HILLSBOROUGH TWP NJ 08876 SFD 7.250 6.750 $631.01 360 1-Dec-27
6589430 NEWPORT BEACH CA 92660 SFD 7.750 6.750 $6,126.76 360 1-Jan-28
6589651 CLAYTON CA 94517 SFD 7.000 6.734 $2,151.92 360 1-Jan-28
6589657 SAN JUAN CAPISTRANCA 92675 SFD 7.750 6.750 $2,746.01 360 1-Feb-28
6590024 MELVILLE NY 11747 SFD 8.000 6.750 $2,582.85 360 1-Dec-27
6591146 MORRISTOWN NJ 07960 SFD 7.500 6.750 $2,796.86 360 1-Jan-28
6592252 AFTON MN 55001 SFD 7.625 6.750 $2,080.91 360 1-Feb-28
6592359 SAN JOSE CA 95135 SFD 7.750 6.750 $1,805.36 360 1-Feb-28
6592756 ISSAQUAH WA 98029 SFD 7.500 6.750 $2,570.31 360 1-Feb-28
6592841 DOUBLE OAK TX 75067 SFD 7.500 6.750 $1,789.99 360 1-Jan-28
6592956 HENDERSON NV 89014 SFD 7.500 6.750 $2,726.94 360 1-Jan-28
6593191 LANCASTER PA 17601 SFD 6.875 6.609 $1,970.79 360 1-Jan-28
6593567 WESTON ID 83286 SFD 7.875 6.750 $677.94 360 1-Dec-27
6593646 SWAMPSCOTT MA 01907 SFD 7.875 6.750 $1,740.89 360 1-Jan-28
6593903 SAN RAMON CA 94583 PUD 7.375 6.750 $1,976.71 360 1-Jan-28
6594239 DRAPER UT 84020 SFD 8.000 6.750 $2,311.36 360 1-Dec-27
6594325 VALENCIA CA 91354 SFD 7.250 6.750 $1,794.81 360 1-Jan-28
6594396 BROOMFIELD CO 80020 SFD 7.500 6.750 $1,693.85 360 1-Jan-28
6594465 UNIVERSITY PARK TX 75205 SFD 7.250 6.750 $1,875.98 360 1-Jan-28
6594603 GLENWOOD SPRINGS CO 81601 SFD 7.750 6.750 $1,218.62 360 1-Dec-27
6594751 HOUSTON TX 77007 SFD 8.000 6.750 $2,959.64 360 1-Dec-27
6594796 FRANKLIN MA 02038 SFD 7.750 6.750 $1,611.93 360 1-Dec-27
6594881 MARIETTA GA 30064 SFD 7.750 6.750 $1,707.60 360 1-Jan-28
6594903 MONTCLAIR NJ 07042 LCO 7.750 6.750 $802.38 360 1-Feb-28
6595452 POTOMAC MD 20854 SFD 6.875 6.609 $3,652.52 360 1-Dec-27
6595527 ARVADA CO 80005 SFD 7.750 6.750 $1,736.58 360 1-Feb-28
6595605 SAN JOSE CA 95136 LCO 7.625 6.750 $579.33 360 1-Feb-28
6595875 PALM DESERT CA 92211 SFD 7.625 6.750 $1,546.53 360 1-Jan-28
6596081 UNION CITY CA 94587 SFD 7.625 6.750 $1,924.49 360 1-Jan-28
6596275 COTO DE CAZA CA 92679 SFD 7.500 6.750 $3,548.38 360 1-Jan-28
6596630 SAN JOSE CA 95135 SFD 7.750 6.750 $2,357.71 360 1-Feb-28
6596727 AVALON NJ 08202 SFD 7.750 6.750 $1,891.33 360 1-Dec-27
6596861 KUNA ID 83634 SFD 7.625 6.750 $1,664.02 360 1-Jan-28
6596929 BENICIA CA 94510 SFD 7.375 6.750 $1,651.76 360 1-Jan-28
6597081 BERKELEY HTS NJ 07922 SFD 7.625 6.750 $1,719.94 360 1-Jan-28
6597410 PACIFIC GROVE CA 92125 SFD 7.750 6.750 $1,776.70 360 1-Jan-28
6597449 LAYTONSVILLE MD 20882 SFD 6.875 6.609 $1,594.37 360 1-Jan-28
6597831 RENO NV 89511 SFD 7.750 6.750 $1,762.37 360 1-Dec-27
6597837 DANA POINT CA 92629 SFD 7.750 6.750 $1,991.63 360 1-Jan-28
6597866 SAN JOSE CA 95118 SFD 7.250 6.750 $1,618.12 360 1-Feb-28
6598119 ST CLOUD MN 56304 SFD 7.875 6.750 $906.34 360 1-Jan-28
6598157 OAK PARK HEIGHTS MN 55082 SFD 7.500 6.750 $1,637.28 360 1-Jan-28
6598273 DILLON CO 80435 PUD 7.500 6.750 $1,689.30 360 1-Jan-28
6598483 SARATOGA CA 95070 SFD 7.250 6.750 $6,821.76 360 1-Jan-28
6598773 VALENCIA AREA CA 91354 SFD 7.625 6.750 $2,120.90 360 1-Jan-28
6598998 ANAHEIM CA 92808 SFD 7.375 6.750 $1,908.68 360 1-Dec-27
6599023 FORT COLLINS CO 80526 PUD 7.500 6.750 $2,029.47 360 1-Jan-28
6599214 GREAT FALLS MT 59404 LCO 7.750 6.750 $1,845.12 360 1-Jan-28
6599480 AURORA CO 80016 SFD 7.625 6.750 $1,844.86 360 1-Jan-28
6599531 RENO NV 89509 SFD 7.750 6.750 $2,177.89 360 1-Jan-28
6600026 ORLEANS MA 02653 SFD 7.750 6.750 $3,123.56 360 1-Jan-28
6600283 SPRINGFIELD IL 62707 SFD 7.625 6.750 $2,430.18 360 1-Dec-27
6600469 SAN JOSE CA 95138 PUD 7.250 6.750 $2,046.53 360 1-Jan-28
6600507 WASHINGTON DC 20008 HCO 7.500 6.750 $1,616.58 360 1-Jan-28
6600927 INCLINE VILLAGE NV 89450 SFD 7.625 6.750 $6,900.99 360 1-Jan-28
6600948 POWAY CA 92064 SFD 7.500 6.750 $2,869.93 360 1-Jan-28
6600952 CARLSBAD CA 92008 SFD 7.500 6.750 $1,598.75 360 1-Jan-28
6601031 BOCA RATON FL 33498 SFD 7.625 6.750 $1,619.43 360 1-Dec-27
6601106 COLLEYVILLE TX 76034 PUD 7.500 6.750 $1,780.90 360 1-Jan-28
6601230 LITTLETON CO 80121 SFD 7.500 6.750 $4,195.29 360 1-Feb-28
6601246 POTOMAC MD 20854 SFD 7.000 6.734 $3,193.45 360 1-Feb-28
6601370 LAKE HAVASU CITY AZ 86404 SFD 7.750 6.750 $2,271.03 360 1-Jan-28
6601531 AMES IA 50014 PUD 7.875 6.750 $1,928.34 360 1-Jan-28
6601573 WASHINGTON DC 20016 SFD 7.500 6.750 $1,566.24 360 1-Jan-28
6602083 ST PAULS NC 28384 SFD 7.500 6.750 $1,887.88 360 1-Jan-28
6602165 PENSACOLA FL 32504 SFD 7.500 6.750 $1,627.42 360 1-Feb-28
6602727 KULA HI 96790 SFD 7.500 6.750 $3,552.01 360 1-Jan-28
6602869 CLAYTON CA 94517 SFD 7.250 6.750 $1,637.22 360 1-Feb-28
6603374 SONOMA CA 95476 SFD 7.875 6.750 $1,790.92 360 1-Feb-28
6603399 KATY TX 77494 PUD 7.625 6.750 $1,502.65 360 1-Jan-28
6603489 POTOMAC MD 20854 SFD 7.125 6.750 $1,873.95 360 1-Jan-28
6603507 SCOTCH PLAINS NJ 07076 SFD 7.625 6.750 $1,749.67 360 1-Feb-28
6603547 SCOTTSDALE AZ 85254 SFD 7.500 6.750 $1,636.16 360 1-Jan-28
6603808 CARLSBAD CA 92008 SFD 7.500 6.750 $1,483.38 360 1-Jan-28
6603841 SAN LUIS OBISPO CA 93401 SFD 7.625 6.750 $1,656.24 360 1-Feb-28
6603872 DOVE CANYON AREA CA 92679 SFD 7.500 6.750 $2,419.28 360 1-Jan-28
6603881 BROOKLYN NY 11228 SFD 7.875 6.750 $1,680.35 360 1-Feb-28
6604476 SIOUX FALLS SD 57103 SFD 7.500 6.750 $2,796.86 360 1-Feb-28
6604759 OCEAN CITY NJ 08226 LCO 7.500 6.750 $3,356.23 360 1-Jan-28
6605034 BRENTWOOD CA 94513 SFD 7.250 6.750 $1,710.90 360 1-Jan-28
6605361 RIDGWAY CO 81432 SFD 7.875 6.750 $1,131.11 360 1-Dec-27
6605438 HUNTINGTON BEACH CA 92647 SFD 7.375 6.750 $1,757.08 360 1-Feb-28
6605579 PACIFICA CA 94044 SFD 7.500 6.750 $1,823.55 360 1-Feb-28
6605650 MORRIS PLAINS NJ 07950 SFD 7.375 6.750 $2,099.65 360 1-Feb-28
6605960 LAS FLORES AREA CA 92688 SFD 7.875 6.750 $1,831.53 360 1-Feb-28
6605996 SANTA CLARITA CA 91355 SFD 7.500 6.750 $1,594.21 360 1-Jan-28
6606007 PHOENIX AZ 85012 SFD 7.500 6.750 $4,894.50 360 1-Feb-28
6606368 VAIL CO 81657 LCO 7.750 6.750 $6,770.10 360 1-Jan-28
6606449 SNOWMASS VILLAGE CO 81615 LCO 7.625 6.750 $1,518.93 360 1-Dec-27
6606479 EVESHAM TOWNSHIP NJ 08053 SFD 7.750 6.750 $671.64 360 1-Dec-27
6606862 CARLSBAD CA 92008 SFD 7.500 6.750 $1,510.30 360 1-Jan-28
6607078 MONTGOMERY TWP NJ 08558 SFD 7.500 6.750 $1,946.61 360 1-Feb-28
6607110 ASPEN CO 81611 SFD 7.625 6.750 $1,999.52 360 1-Jan-28
6607286 PHOENIX AZ 85044 SFD 7.375 6.750 $2,020.22 360 1-Jan-28
6607437 CARMEL CA 93923 SFD 7.875 6.750 $1,885.18 360 1-Jan-28
6607477 SAN DIEGO CA 92107 SFD 7.625 6.750 $1,551.48 360 1-Jan-28
6607565 LAS FLORES AREA CA 92688 SFD 7.625 6.750 $1,690.92 360 1-Jan-28
6607736 APEX NC 27502 PUD 7.875 6.750 $1,749.59 360 1-Jan-28
6607786 WALL NJ 07719 SFD 7.250 6.750 $1,657.69 360 1-Jan-28
6608247 MILLBURN NJ 07041 SFD 7.625 6.750 $1,748.25 360 1-Feb-28
6608432 LA MIRADA CA 90638 SFD 7.625 6.750 $2,086.22 360 1-Jan-28
6608704 BASALT CO 81621 SFD 7.375 6.750 $1,726.69 360 1-Jan-28
6608708 AFTON OK 74331 SFD 7.750 6.750 $1,791.03 360 1-Jan-28
6608983 MINNETONKA MN 55305 SFD 7.375 6.750 $2,044.40 360 1-Jan-28
6609073 FT COLLINS CO 80525 SFD 7.750 6.750 $2,507.44 360 1-Feb-28
6609301 LIVERMORE CA 94550 SFD 7.750 6.750 $1,807.51 360 1-Jan-28
6609604 SAN JOSE CA 95125 SFD 7.500 6.750 $2,062.68 360 1-Jan-28
6609682 OMAHA NE 68118 SFD 7.625 6.750 $1,737.78 360 1-Feb-28
6609692 CONCORD MA 01742 SFD 7.750 6.750 $3,171.56 360 1-Feb-28
6610336 GIG HARBOR WA 98332 SFD 7.500 6.750 $2,376.63 360 1-Feb-28
6610966 DISCOVERY BAY CA 94514 SFD 7.500 6.750 $2,006.75 360 1-Jan-28
6610988 INGRAM TX 78025 SFD 7.625 6.750 $1,578.38 360 1-Jan-28
6611070 POTOMAC MD 20854 SFD 7.500 6.750 $2,880.76 360 1-Jan-28
6611135 VENTURA CA 93003 SFD 7.625 6.750 $1,555.02 360 1-Jan-28
6611185 SAN RAMON CA 94583 SFD 7.375 6.750 $1,669.02 360 1-Jan-28
6611459 OMAHA NE 68116 SFD 7.500 6.750 $1,996.26 360 1-Feb-28
6611602 ROCHESTER MN 55902 SFD 7.500 6.750 $2,720.64 360 1-Jan-28
6611638 RENO NV 89511 SFD 7.750 6.750 $1,762.37 360 1-Dec-27
6611655 CORTEZ CO 81321 SFD 7.750 6.750 $2,980.27 360 1-Jan-28
6612458 HARVEY CEDARS NJ 08008 SFD 7.500 6.750 $2,447.25 360 1-Jan-28
6612616 HANOVER NH 03755 SFD 7.625 6.750 $2,392.34 360 1-Jan-28
6612796 CARLSBAD CA 92008 PUD 7.500 6.750 $1,622.18 360 1-Feb-28
6613006 FAIRVIEW TX 75069 SFD 7.500 6.750 $1,732.65 360 1-Feb-28
6613025 CHULA VISTA CA 91910 SFD 7.750 6.750 $1,633.42 360 1-Jan-28
6613206 BERNARDSVILLE NJ 07924 SFD 7.500 6.750 $1,678.11 360 1-Jan-28
6613754 GLEN RIDGE NJ 07028 SFD 8.250 6.750 $1,419.89 360 1-Feb-28
6613781 STAMFORD CT 06902 LCO 7.500 6.750 $2,342.37 360 1-Feb-28
6613808 BELLEVUE WA 98006 SFD 7.375 6.750 $2,688.45 360 1-Jan-28
6613843 MINNEAPOLIS MN 55403 SFD 7.375 6.750 $1,864.82 360 1-Feb-28
6614180 ORANGE CA 92867 SFD 7.125 6.750 $1,563.03 360 1-Jan-28
6614291 UNION CITY CA 94587 SFD 7.375 6.750 $2,217.07 360 1-Jan-28
6614493 BELLINGHAM WA 98226 SFD 7.500 6.750 $1,706.08 360 1-Jan-28
6615205 PARKER CO 80138 SFD 7.625 6.750 $1,112.65 360 1-Feb-28
6615394 TORRANCE CA 90505 SFD 7.500 6.750 $1,538.27 360 1-Feb-28
6615592 ALEXANDRIA VA 22301 SFD 7.375 6.750 $2,370.40 360 1-Feb-28
6615633 CHESTERFIELD VA 23838 SFD 7.375 6.750 $1,703.20 360 1-Jan-28
6615673 UPPER SADDLE RIVE NJ 07458 SFD 7.125 6.750 $1,684.30 360 1-Mar-28
6616225 KIRKLAND WA 98033 PUD 7.250 6.750 $1,589.47 360 1-Jan-28
6616887 BOISE ID 83703 SFD 7.500 6.750 $1,818.66 360 1-Jan-28
6617113 URBANDALE IA 50322 SFD 7.375 6.750 $1,950.47 360 1-Feb-28
6617145 NEWPORT COAST CA 92657 LCO 7.625 6.750 $4,982.87 360 1-Jan-28
6617400 RENO NV 89509 SFD 7.750 6.750 $1,667.45 360 1-Jan-28
6617489 GASTONIA NC 28056 SFD 7.750 6.750 $1,848.34 360 1-Jan-28
6617621 CASTRO VALLEY CA 94552 SFD 7.250 6.750 $1,624.26 360 1-Jan-28
6618192 PAGOSA SPRINGS CO 81147 SFD 7.875 6.750 $2,001.19 360 1-Jan-28
6618199 CHAPEL HILL NC 27514 SFD 7.625 6.750 $1,882.73 360 1-Jan-28
6618363 LOS ANGELES CA 90064 SFD 7.500 6.750 $1,776.00 360 1-Feb-28
6618439 AURORA CO 80016 SFD 7.500 6.750 $1,915.85 360 1-Feb-28
6618716 SHOREVIEW MN 55126 SFD 7.500 6.750 $2,601.08 360 1-Jan-28
6618781 BASALT CO 81621 SFD 7.500 6.750 $1,792.79 360 1-Jan-28
6618885 BUENA PARK CA 90620 LCO 7.500 6.750 $1,753.28 360 1-Jan-28
6619284 BLUFFDALE UT 84065 SFD 7.875 6.750 $2,175.21 360 1-Jan-28
6619489 SPOKANE WA 99218 SFD 7.750 6.750 $2,020.28 360 1-Jan-28
6619493 ARLINGTON VA 22205 SFD 6.875 6.609 $1,723.78 360 1-Feb-28
6619511 BOULDER CO 80304 SFD 7.500 6.750 $3,845.68 360 1-Jan-28
6619628 FT WASHINGTON MD 20744 SFD 7.250 6.750 $1,645.41 360 1-Feb-28
6619743 UNION CITY CA 94587 SFD 7.375 6.750 $1,726.69 360 1-Jan-28
6619970 FLAGSTAFF AZ 86004 PUD 7.875 6.750 $547.43 360 1-Jan-28
6620110 SPOKANE WA 99216 SFD 7.625 6.750 $2,066.76 360 1-Jan-28
6620226 CORONA DEL MAR CA 92625 SFD 7.500 6.750 $2,866.78 360 1-Feb-28
6620448 GRAYSON GA 30221 PUD 7.625 6.750 $1,783.64 360 1-Jan-28
6620460 MONTGOMERY NJ 08502 SFD 7.875 6.750 $2,044.70 360 1-Jan-28
6620474 WOODBURY MN 55125 SFD 7.625 6.750 $2,579.91 360 1-Feb-28
6620915 TAKOMA PARK MD 20912 SFD 7.625 6.750 $2,038.45 360 1-Jan-28
6620922 ELDERSBURG MD 21784 SFD 7.750 6.750 $1,677.84 360 1-Jan-28
6621100 CORONA DEL MAR CA 92625 SFD 7.250 6.750 $3,308.56 360 1-Jan-28
6621225 LIVERMORE CA 94550 SFD 7.625 6.750 $1,763.82 360 1-Jan-28
6621292 SAN ANTONIO TX 78256 SFD 7.500 6.750 $2,447.25 360 1-Jan-28
6621997 BELLINGHAM WA 98226 SFD 7.625 6.750 $786.71 360 1-Jan-28
6622270 WAYZATA MN 55391 SFD 7.625 6.750 $2,203.01 360 1-Jan-28
6622274 OCEAN CITY NJ 08226 LCO 7.750 6.750 $1,791.03 360 1-Jan-28
6622501 LOTUS CA 95651 SFD 7.875 6.750 $3,081.54 360 1-Jan-28
6622544 BELLEVUE WA 98005 PUD 7.625 6.750 $1,769.48 360 1-Jan-28
6622714 ALBUQUERQUE NM 87111 SFD 7.750 6.750 $1,694.92 360 1-Jan-28
6622722 MINNETRISTA MN 55364 SFD 7.750 6.750 $2,725.95 360 1-Feb-28
6623105 DENVER CO 80210 SFD 7.500 6.750 $2,202.53 360 1-Jan-28
6623494 SAN RAMON CA 94583 SFD 7.625 6.750 $1,799.92 360 1-Jan-28
6623830 ROCHESTER MN 55902 SFD 7.625 6.750 $2,038.45 360 1-Jan-28
6624116 UPPER MONTCLAIR NJ 7043 SFD 7.875 6.75 2578.93 360 46813
6624123 CLINTON TOWNSHIP NJ 8801 SFD 7.875 6.75 1809.77 360 46753
6625233 MONROE TWP NJ 8831 SFD 8.125 6.75 694.98 360 46753
6625395 LOS ANGELES CA 91311 SFD 7.625 6.75 2161.6 360 46784
6625729 DANA POINT CA 92629 PUD 7.5 6.75 1723.91 360 46753
6625818 FAIR OAKS RANCH TX 78015 SFD 7.625 6.75 2045.52 360 46753
6625989 MESILLA NM 88046 SFD 7.875 6.75 2189.71 360 46753
6626253 UNIVERSITY CITY MO 63130 SFD 7.625 6.75 1981.82 360 46784
6628209 ALPHARETTA GA 30022 SFD 8.125 6.75 1825.06 360 46753
6628462 LOS ANGELES CA 90077 SFD 7.5 6.75 4083.41 360 46753
6628514 DENVER CO 80220 SFD 7.375 6.75 1857.92 360 46753
6628597 LIVERMORE CA 94550 SFD 7.375 6.75 2482.98 360 46784
6629535 UNION CITY CA 94587 SFD 7.375 6.75 1920.77 360 46784
6629750 HIGHLAND PARK IL 60035 SFD 7.75 6.75 1817.54 360 46753
6629875 WESTBORO MA 1532 SFD 7.75 6.75 1719.39 360 46753
6629916 SANDIA PARK NM 87047 SFD 7.875 6.75 1914.18 360 46753
6630333 PARK CITY UT 84060 SFD 7.375 6.75 759.74 360 46784
6630501 INDIANAPOLIS IN 46237 SFD 775% 6.750 2961.36 360 46753
6630740 DANVILLE CA 94526 SFD 750% 6.750 2433.27 360 46784
6630879 SILVER SPRING MD 20901 SFD 688% 6.609 407.3 360 46753
6631029 RIVERSIDE CA 92506 SFD 725% 6.750 2489.94 360 46784
6631156 ATLANTIC BEACH FL 32233 PUD 750% 6.750 1678.11 360 46784
6631347 SAN JOSE CA 95138 SFD 763% 6.750 2972.73 360 46784
6631378 PORTLAND OR 97266 PUD 775% 6.750 2579.08 360 46753
6631714 LAS VEGAS NV 89117 SFD 738% 6.750 2014.01 360 46784
6632171 BOULDER CO 80303 SFD 763% 6.750 1868.58 360 46784
6632233 SIMI VALLEY CA 93065 SFD 750% 6.750 1269.07 360 46753
6632293 BONITA CA 91902 SFD 775% 6.750 1647.03 360 46753
6632638 ISSAQUAH WA 98029 SFD 738% 6.750 2802.76 360 46753
6632700 HENDERSON NV 89014 SFD 763% 6.750 3751.31 360 46784
6632852 ABERDEEN NJ 07747 SFD 788% 6.750 1044.1 360 46784
6632887 BETHESDA MD 20817 SFD 750% 6.750 3831.7 360 46784
6632949 MORRISVILLE NC 27560 PUD 725% 6.750 1814.59 360 46784
6632992 ROBERTS WI 54023 SFD 800% 6.750 1981.16 360 46753
6633104 SAN FRANCISCO CA 94127 SFD 763% 6.750 1929.45 360 46784
6633142 BARRINGTON IL 60010 SFD 738% 6.750 2085.84 360 46784
6633398 BATTLE GROUND WA 98604 SFD 763% 6.750 2050.83 360 46784
6633506 PARADISE VALLEY AZ 85253 SFD 763% 6.750 3114.29 360 46784
6633514 NEWPORT BEACH CA 92662 SFD 750% 6.750 3747.79 360 46784
6633995 EDINA MN 55424 SFD 725% 6.750 2953.82 360 46784
6634388 LOVELAND CO 80537 SFD 713% 6.750 2452.34 360 46753
6634904 EDINA MN 55436 SFD 713% 6.750 2021.16 360 46784
6635681 SEATTLE WA 98112 SFD 775% 6.750 3660.15 360 46784
6635909 LA VERNE CA 91750 SFD 750% 6.750 2008.49 360 46784
6636057 PEBBLE BEACH CA 93953 LCO 738% 6.750 4420.32 360 46784
6636134 SAN RAMON CA 94583 SFD 713% 6.750 1775.92 360 46753
6636194 RENO NV 89509 SFD 775% 6.750 1690.73 360 46753
6636524 GROSSE POINTE PAR MI 48230 SFD 675% 6.484 1989.9 360 46753
6636578 HILTON HEAD ISLAN SC 29938 SFD 763% 6.750 2123.38 360 46784
6636809 DANVILLE CA 94526 SFD 738% 6.750 1926.98 360 46784
6636936 KANSAS CITY MO 64113 SFD 775% 6.750 3411.91 360 46784
6637019 GOLDEN CO 80401 PUD 725% 6.750 1773.66 360 46784
6637120 VALENCIA AREA CA 91354 SFD 750% 6.750 1678.11 360 46784
6637274 DELANO MN 55328 SFD 725% 6.750 2118.16 360 46784
6637398 LAFAYETTE CA 94549 SFD 763% 6.750 3437.05 360 46784
6637576 WALNUT CREEK CA 94598 SFD 775% 6.750 1805.36 360 46784
6637994 SAN RAMON CA 94583 SFD 738% 6.750 1873.11 360 46753
6638009 ALPHARETTA GA 30005 SFD 750% 6.750 3188.42 360 46784
6638815 SAN JOSE CA 95135 SFD 738% 6.750 1927.67 360 46784
6638867 HUNTINGTON BEACH CA 92646 SFD 725% 6.750 1879.4 360 46784
6639238 COLLIERVILLE TN 38017 SFD 750% 6.750 1789.99 360 46784
6639353 MONMOUTH BEACH NJ 07750 SFD 788% 6.750 1551.65 360 46784
6640110 HOLLISTER CA 95023 SFD 775% 6.750 1703.27 360 46753
6640126 FRESNO CA 93720 SFD 750% 6.750 5865.01 360 46784
6640209 LAGUNA BEACH CA 92677 SFD 750% 6.750 3693.75 360 46784
6640393 MERCER ISLAND WA 98040 SFD 763% 6.750 2477.28 360 46784
6640621 MINNETONKA MN 55305 SFD 725% 6.750 2728.71 360 46753
6640759 POTOMAC MD 20854 SFD 763% 6.750 4034.42 360 46784
6641352 MINNEAPOLIS MN 55410 SFD 725% 6.750 2319.4 360 46784
6641614 SCOTTSDALE AZ 85260 SFD 763% 6.750 1930.15 360 46753
6641698 INCLINE VILLAGE NV 89451 SFD 763% 6.750 3680.53 360 46784
6641867 BOULDER CO 80302 SFD 725% 6.750 2079.27 360 46753
6642019 WEST BLOOMFIELD MI 48323 SFD 763% 6.750 1636.07 360 46784
6642160 LOS GATOS CA 95030 PUD 738% 6.750 2413.22 360 46784
6642196 COLORADO SPRINGS CO 80907 SFD 750% 6.750 2041.71 360 46784
6642349 ATLANTA GA 30350 SFD 725% 6.750 2049.94 360 46784
6642685 MILLBURN NJ 07078 SFD 775% 6.750 1716.52 360 46784
6642711 LIVERMORE CA 94550 SFD 775% 6.750 2589.83 360 46784
6642778 GILBERT AZ 85234 SFD 700% 6.734 1580.76 360 46784
6642999 PLEASANTON CA 94588 SFD 800% 6.750 2116.18 360 46784
6643014 SCOTTSDALE AZ 85255 SFD 750% 6.750 2622.05 360 46784
6643184 SOUTH PASADENA CA 91030 SFD 725% 6.750 2890.72 360 46784
6643650 BENICIA CA 94510 SFD 763% 6.750 2059.88 360 46784
6643687 NEWPORT BEACH CA 92661 SFD 763% 6.750 7077.94 360 46784
6644212 SAN JOSE CA 95135 SFD 738% 6.750 2087.91 360 46784
6644307 CASTRO VALLEY CA 94552 SFD 725% 6.750 1880.08 360 46784
6644375 TINTON FALLS NJ 07753 LCO 750% 6.750 519.66 360 46813
6644466 AVALON NJ 08202 SFD 750% 6.750 1957.8 360 46784
6644545 DEMAREST NJ 07627 SFD 738% 6.750 6216.08 360 46784
6645530 CORTE MADERA CA 94925 PUD 725% 6.750 4430.74 360 46784
6646286 CARLSBAD CA 92009 SFD 725% 6.750 2008.33 360 46784
6646559 PLYMOUTH MN 55441 SFD 725% 6.750 1778.77 360 46784
6647088 NEWPORT BEACH CA 92660 SFD 750% 6.750 2782.87 360 46784
6647174 HUNTINGTON NY 11743 SFD 738% 6.750 2072.03 360 46784
6647232 CARLSBAD CA 92009 PUD 738% 6.750 1783.54 360 46784
6647546 SAN RAMON CA 94583 SFD 738% 6.750 2072.03 360 46784
6647554 WAYZATA MN 55391 SFD 738% 6.750 4123.33 360 46784
6647603 CARMICHAEL CA 95608 SFD 738% 6.750 2103.11 360 46784
6647772 SUNNYVALE CA 94087 SFD 750% 6.750 1636.16 360 46784
6648360 TRES PINOS CA 95075 SFD 738% 6.750 2072.03 360 46813
6649825 LONGMONT CO 80501 SFD 725% 6.750 2745.08 360 46784
6650319 SAN JOSE CA 95120 PUD 738% 6.750 2141.09 360 46784
6650525 CHESTER CA 96020 SFD 788% 6.750 402.41 360 46784
6650693 BETHESDA MD 20814 SFD 738% 6.750 2098.27 360 46784
6650869 MONTE SERENO CA 95030 SFD 738% 6.750 6906.75 360 46784
6651625 MILL VALLEY CA 94941 SFD 738% 6.750 6499.25 360 46784
6652337 SCOTTSDALE AZ 85260 SFD 738% 6.750 2935.37 360 46784
6652639 SAN JOSE CA 95132 SFD 738% 6.750 2660.48 360 46784
6652716 AUBURN CA 95602 SFD 750% 6.750 1895.57 360 46784
6653593 SAN JOSE CA 95138 SFD 725% 6.750 1899.52 360 46784
6653740 CLIFTON CO 81520 SFD 763% 6.750 416.18 360 46784
6654041 FOUNTAIN HILLS AZ 85268 SFD 738% 6.750 2279.23 360 46813
6654270 HALF MOON BAY CA 94019 SFD 738% 6.750 1712.87 360 46813
6654626 MINNETONKA MN 55305 SFD 738% 6.750 2196.35 360 46784
6654755 LAKE IN THE HILLS IL 60102 SFD 750% 6.750 1610.99 360 46784
6655033 SHARON MA 02067 SFD 750% 6.750 1887.88 360 46784
6655154 NORTHRIDGE CA 91324 SFD 750% 6.750 2048.7 360 46784
6656325 REDWOOD CITY CA 94065 SFD 763% 6.750 2073.84 360 46813
6657199 DENVER CO 80218 SFD 738% 6.750 2030.58 360 46784
6657467 MOUNTAIN VIEW CA 94040 SFD 738% 6.750 3033.09 348 46419
6657477 NORTH OAKS MN 55127 SFD 725% 6.750 2211.79 300 44958
6657554 SUWANEE GA 30174 SFD 713% 6.750 2092.33 360 46784
6657760 FORT COLLINS CO 80526 SFD 725% 6.750 1965.69 360 46784
6657931 FT COLLINS CO 80528 SFD 725% 6.750 1790.71 360 46784
6657990 GERMANTOWN TN 38139 SFD 713% 6.750 1765.14 360 46784
6658115 EDINA MN 55424 SFD 725% 6.750 1978.99 360 46784
6658446 HIGHLANDS RANCH CO 80126 PUD 725% 6.750 1780.48 360 46784
6658802 HOLLISTER CA 95023 SFD 713% 6.750 2223.27 360 46784
6658901 DURHAM NC 27705 SFD 713% 6.750 1676.89 360 46784
6659781 WALNUT CREEK CA 94596 SFD 763% 6.750 1698.7 360 46813
6660104 CARLSBAD CA 92009 SFD 750% 6.750 3600.95 360 46813
6660132 DANVILLE CA 94526 SFD 713% 6.750 1657.35 360 46784
6661953 SANTA ROSA CA 95409 SFD 700% 6.734 1607.37 360 46784
6662095 GRAND JUNCTION CO 81503 SFD 750% 6.750 2359.85 360 46784
6662164 PORTLAND OR 97225 SFD 725% 6.750 2569.08 360 46813
6662250 PRIOR LAKE MN 55372 SFD 738% 6.750 2005.03 360 46784
6662489 CASTLE ROCK CO 80104 SFD 788% 6.750 2072.27 360 46813
6662499 SAN RAMON CA 94583 SFD 800% 6.750 2215.97 360 46784
6662968 ROSEVILLE MN 55113 SFD 725% 6.750 2217.07 360 46813
6663582 HONOLULU HI 96825 SFD 725% 6.750 2486.53 360 46784
6663760 BEECH BLUFF TN 38313 SFD 750% 6.750 1796.98 360 46784
6664421 SAN RAMON CA 94583 SFD 725% 6.750 2343.96 360 46784
6665059 WESTON CT 06883 SFD 725% 6.750 2415.39 324 45689
6665169 READING MA 01867 SFD 725% 6.750 1807.77 360 46784
6665207 RIVERSIDE CA 92506 SFD 750% 6.750 2657.02 360 46784
6665534 EDINA MN 55424 SFD 738% 6.750 1996.05 360 46784
6666273 NORWICH VT 05055 SFD 750% 6.750 2167.56 360 46784
6666627 SAN DIEGO CA 92128 SFD 725% 6.750 1103.76 360 46784
6667704 NEEDHAM MA 02192 SFD 750% 6.750 2097.64 360 46784
6668421 SALT LAKE CITY UT 84103 SFD 700% 6.734 1798.65 360 46784
6669743 NAGS HEAD NC 27959 SFD 775% 6.750 1683.57 360 46784
6669839 TAYLOR MILL KY 41015 SFD 750% 6.750 1676.72 360 46784
6670924 SAN DIEGO CA 92128 PUD 713% 6.750 1969.28 360 46784
6670941 BRECKENRIDGE CO 80424 SFD 738% 6.750 1852.39 360 46813
6675031 MANSFIELD TWP NJ 08022 SFD 688% 6.609 1754 360 46813
6675367 INDIAN WELLS CA 92210 SFD 725% 6.750 1750.12 360 46784
6677770 PETALUMA CA 94954 SFD 738% 6.750 1961.52 360 46784
6678749 NAGS HEAD NC 27959 SFD 775% 6.750 2507.44 360 46784
6680309 PARK CITY UT 84060 LCO 750% 6.750 3356.23 360 46784
6680515 JEROME ID 83338 SFD 738% 6.750 1654.99 360 46784
6682568 LARGO FL 33777 SFD 750% 6.750 1982.87 360 46784
6682648 NORTH CALDWELL NJ 07006 SFD 725% 6.750 2373.97 360 46813
6682722 EDEN PRAIRIE MN 55346 SFD 713% 6.750 1825.78 360 46784
6683150 ATLANTA GA 30327 SFD 713% 6.750 2091.9 360 46784
6683465 COLORADO SPRINGS CO 80921 SFD 738% 6.750 2047.16 360 46813
6684730 HOPEWELL NJ 08534 SFD 750% 6.750 2307.41 360 46784
6684778 RANCHO SANTA FE CA 92067 SFD 775% 6.750 6286.52 360 46784
6689769 OGDEN UT 84401 SFD 813% 6.750 623.7 360 46813
6690134 SAN JOSE CA 95124 SFD 763% 6.750 2669.09 360 46813
6690916 PLAINFIELD TWP PA 18072 SFD 800% 6.750 604.62 360 46813
6693457 SANTA FE NM 87501 SFD 788% 6.750 2900.28 360 46784
6702990 ALBUQUERQUE NM 87122 SFD 763% 6.750 2424.19 360 46813
6730222 GRAND JUNCTION CO 81503 SFD 763% 6.750 1679.42 360 46813
</TABLE>
COUNT: 984
WAC: 7.566914572
WAM: 357.5453167
WALTV: 74.38268238
<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>
4568177 $107,927.53 61.71 0.250 0.0160 0.984
4570926 $130,126.03 75.00 0.250 0.0160 0.859
4572047 $288,580.33 82.57 12 0.250 0.0160 0.609
4577432 $121,187.48 74.97 0.250 0.0160 1.109
4578480 $254,820.01 77.42 0.250 0.0160 0.734
4579137 $261,221.29 80.00 0.250 0.0160 1.234
4583933 $235,000.00 62.67 0.250 0.0160 0.609
4589462 $149,200.18 73.17 0.250 0.0160 1.734
4590719 $295,234.08 90.00 12 0.250 0.0160 1.734
4593070 $387,450.54 80.00 0.250 0.0160 0.734
4593230 $153,757.20 95.00 06 0.250 0.0160 0.609
4594838 $159,884.20 80.00 0.250 0.0160 0.609
4601651 $315,363.91 80.00 0.250 0.0160 0.859
4614793 $514,617.79 74.10 0.250 0.0160 0.484
4619650 $53,866.23 84.45 17 0.250 0.0160 0.984
4621375 $179,070.47 93.75 33 0.250 0.0160 0.609
4622143 $201,954.06 80.00 0.250 0.0160 0.359
4628842 $239,300.00 77.87 0.250 0.0160 0.734
4629807 $172,848.09 79.95 0.250 0.0160 0.484
4634971 $377,719.46 80.00 0.250 0.0160 0.484
4635253 $185,199.50 80.17 17 0.250 0.0160 0.734
4641137 $246,622.95 70.57 0.250 0.0160 0.359
4643563 $380,600.00 90.00 0.250 0.0160 0.484
4643939 $262,729.87 90.00 12 0.250 0.0160 1.109
4649763 $275,411.82 80.00 0.250 0.0160 0.734
4652874 $254,805.97 62.75 0.250 0.0160 0.359
4654865 $283,699.62 79.99 0.250 0.0160 0.734
4655942 $230,164.57 80.00 0.250 0.0160 0.534
4656725 $138,974.80 80.00 0.250 0.0160 0.534
4660605 $249,480.47 69.93 0.250 0.0160 0.859
4661307 $284,793.72 95.00 33 0.250 0.0160 0.609
4664468 $305,761.29 90.00 17 0.250 0.0160 0.234
4665007 $276,778.52 79.99 0.250 0.0160 0.484
4665481 $228,506.16 70.00 0.250 0.0160 0.484
4665978 $337,099.64 89.99 06 0.250 0.0160 0.484
4667013 $337,521.34 75.11 0.250 0.0160 0.734
4667552 $409,717.85 80.00 0.250 0.0160 0.859
4667593 $329,062.50 75.00 0.250 0.0160 0.484
4667963 $648,057.56 56.42 0.250 0.0160 0.609
4669265 $124,840.03 40.98 0.250 0.0160 1.234
4669528 $263,746.77 79.99 0.250 0.0160 0.359
4670076 $288,414.37 77.07 0.250 0.0160 0.984
4670259 $89,379.50 79.95 0.250 0.0160 0.984
4670435 $399,687.96 84.21 33 0.250 0.0160 0.234
4672083 $279,786.93 81.40 17 0.250 0.0160 0.359
4672134 $318,313.36 80.00 0.250 0.0160 0.359
4672535 $259,666.60 89.99 12 0.250 0.0160 0.734
4672581 $553,000.00 69.13 0.250 0.0160 0.484
4673214 $79,820.75 24.62 0.250 0.0160 0.484
4673490 $305,809.80 82.70 33 0.250 0.0160 1.359
4674276 $278,582.51 61.96 0.250 0.0160 0.234
4674549 $324,516.09 72.22 0.250 0.0160 0.484
4674574 $249,823.55 64.10 0.250 0.0160 0.734
4675198 $274,284.80 90.00 0.250 0.0160 0.359
4675917 $339,054.78 70.42 0.250 0.0160 0.859
4676081 $229,657.53 67.65 0.250 0.0160 0.484
4676283 $349,478.88 63.64 0.250 0.0160 0.484
4676818 $267,248.44 95.00 11 0.250 0.0160 0.984
4677451 $149,899.35 80.00 0.250 0.0160 0.984
4677494 $998,619.08 51.28 0.250 0.0160 0.859
4677636 $331,753.60 80.00 0.250 0.0160 0.484
4677984 $323,642.75 89.99 12 0.250 0.0160 0.234
4678204 $298,842.86 78.95 0.250 0.0160 0.734
4678206 $329,030.64 71.74 0.250 0.0160 0.584
4678356 $309,758.17 53.45 0.250 0.0160 0.234
4678571 $439,681.53 80.00 0.250 0.0160 0.609
4678604 $449,016.69 75.00 0.250 0.0160 0.609
4678953 $339,011.20 68.00 0.250 0.0160 0.634
4678995 $239,329.41 75.00 0.250 0.0160 0.834
4679006 $383,924.31 74.90 0.250 0.0160 0.834
4679057 $285,602.35 79.99 0.250 0.0160 0.234
4679573 $247,458.09 69.27 0.250 0.0160 0.609
4679611 $266,211.97 90.00 50 0.250 0.0160 0.734
4679666 $250,003.05 95.00 06 0.250 0.0160 0.859
4679910 $220,417.10 80.00 0.250 0.0160 0.484
4680101 $249,078.85 56.82 0.250 0.0160 0.684
4680103 $573,319.29 73.25 0.250 0.0160 0.634
4680155 $239,830.61 80.00 0.250 0.0160 0.734
4680388 $242,828.48 90.00 12 0.250 0.0160 0.734
4680503 $249,640.63 64.94 0.250 0.0160 0.859
4680657 $384,699.66 72.64 0.250 0.0160 0.234
4680734 $339,376.19 67.33 0.250 0.0160 0.484
4680776 $271,224.60 80.00 0.250 0.0160 0.734
4680880 $269,808.58 78.26 0.250 0.0160 0.734
4681031 $173,080.80 80.00 0.250 0.0160 0.859
4681314 $279,376.41 80.00 0.250 0.0160 0.109
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6611185 $241,281.11 79.99 0.250 0.0160 0.359
6611459 $285,288.12 79.99 0.250 0.0160 0.484
6611602 $388,228.28 67.67 0.250 0.0160 0.484
6611638 $245,475.77 79.35 0.250 0.0160 0.734
6611655 $415,410.90 75.64 0.250 0.0160 0.734
6612458 $349,478.88 58.33 0.250 0.0160 0.484
6612616 $337,509.18 77.70 0.250 0.0160 0.609
6612796 $231,827.82 80.00 0.250 0.0160 0.484
6613006 $247,616.10 80.00 0.250 0.0160 0.484
6613025 $227,677.12 90.00 11 0.250 0.0160 0.734
6613206 $239,642.67 61.54 0.250 0.0160 0.484
6613754 $188,879.49 70.00 0.250 0.0160 1.234
6613781 $334,751.38 87.01 17 0.250 0.0160 0.484
6613808 $388,655.82 75.00 0.250 0.0160 0.359
6613843 $269,794.55 57.45 0.250 0.0160 0.359
6614180 $231,627.84 80.00 0.250 0.0160 0.109
6614291 $320,509.98 79.98 0.250 0.0160 0.359
6614493 $243,636.71 75.08 0.250 0.0160 0.484
6615205 $157,086.23 69.99 0.250 0.0160 0.609
6615394 $219,836.73 50.57 0.250 0.0160 0.484
6615592 $342,938.85 80.00 0.250 0.0160 0.359
6615633 $246,223.57 90.00 06 0.250 0.0160 0.359
6615673 $250,000.00 40.00 0.250 0.0160 0.109
6616225 $232,635.38 77.67 0.250 0.0160 0.234
6616887 $259,712.73 90.00 33 0.250 0.0160 0.484
6617113 $282,185.11 80.00 0.250 0.0160 0.359
6617145 $702,977.69 80.00 0.250 0.0160 0.609
6617400 $232,385.93 95.00 33 0.250 0.0160 0.734
6617489 $257,634.64 86.58 24 0.250 0.0160 0.734
6617621 $237,727.40 80.00 0.250 0.0160 0.234
6618192 $275,618.87 69.00 0.250 0.0160 0.859
6618199 $265,613.74 78.24 0.250 0.0160 0.609
6618363 $253,811.50 37.91 0.250 0.0160 0.484
6618439 $273,796.65 80.00 0.250 0.0160 0.484
6618716 $371,446.11 80.00 0.250 0.0160 0.484
6618781 $256,018.23 80.00 0.250 0.0160 0.484
6618885 $250,304.13 94.98 17 0.250 0.0160 0.484
6619284 $299,440.57 54.55 0.250 0.0160 0.859
6619489 $281,319.34 79.89 0.250 0.0160 0.734
6619493 $262,034.55 80.00 0.250 0.0160 0.000
6619511 $549,181.09 74.32 0.250 0.0160 0.484
6619628 $241,011.84 90.00 33 0.250 0.0160 0.234
6619743 $249,517.75 67.93 0.250 0.0160 0.359
6619970 $75,395.74 55.72 0.250 0.0160 0.859
6620110 $291,554.48 80.00 0.250 0.0160 0.609
6620226 $409,695.72 45.05 0.250 0.0160 0.484
6620448 $251,634.06 70.99 0.250 0.0160 0.609
6620460 $281,610.58 73.82 0.250 0.0160 0.859
6620474 $364,236.18 90.00 06 0.250 0.0160 0.609
6620915 $287,581.78 90.00 13 0.250 0.0160 0.609
6620922 $233,868.33 86.74 13 0.250 0.0160 0.734
6621100 $484,241.01 61.78 0.250 0.0160 0.234
6621225 $248,838.13 87.42 13 0.250 0.0160 0.609
6621292 $349,478.88 79.91 0.250 0.0160 0.484
6621997 $110,988.60 68.97 0.250 0.0160 0.609
6622270 $310,798.01 75.00 0.250 0.0160 0.609
6622274 $249,645.96 76.92 0.250 0.0160 0.734
6622501 $424,413.12 74.56 0.250 0.0160 0.859
6622544 $249,636.97 66.14 0.250 0.0160 0.609
6622714 $236,249.97 95.00 33 0.250 0.0160 0.734
6622722 $380,231.45 69.82 0.250 0.0160 0.734
6623105 $314,530.98 70.00 0.250 0.0160 0.484
6623494 $253,930.72 79.98 0.250 0.0160 0.609
6623830 $287,581.78 76.80 0.250 0.0160 0.609
6624116 355680 90 6 0.250 0.0160 0.859
6624123 $249,255.33 78.49 0.250 0.0160 0.859
6625233 93477.13 80 0.250 0.0160 1.109
6625395 305178.96 77.32 0.250 0.0160 0.609
6625729 246182.91 80 0.250 0.0160 0.484
6625818 288580.34 85 17 0.250 0.0160 0.609
6625989 301582.97 79.47 0.250 0.0160 0.859
6626253 279797.35 80 0.250 0.0160 0.609
6628209 245477.33 94.99 6 0.250 0.0160 1.109
6628462 583130.47 80 0.250 0.0160 0.484
6628514 268589.36 69.87 0.250 0.0160 0.359
6628597 359226.45 78.15 0.250 0.0160 0.359
6629535 277888.39 79.99 0.250 0.0160 0.359
6629750 252334.26 77.58 0.250 0.0160 0.734
6629875 239660.13 73.85 0.250 0.0160 0.734
6629916 263635.45 77.65 0.250 0.0160 0.859
6630333 109916.3 44.81 0.250 0.0160 0.359
6630501 412754.5 80.00 0.250 0.0160 0.734
6630740 $347,741.73 80.00 0.250 0.0160 0.484
6630879 61795.23 43.66 0.250 0.0160 0.000
6631029 364715.27 64.60 0.250 0.0160 0.234
6631156 239821.89 80.00 0.250 0.0160 0.484
6631347 419696.02 70.00 0.250 0.0160 0.609
6631378 359490.2 75.00 0.250 0.0160 0.734
6631714 291378.11 76.74 0.250 0.0160 0.359
6632171 263808.92 78.81 0.250 0.0160 0.609
6632233 181229.77 72.60 0.250 0.0160 0.484
6632293 229574.43 95.00 24 0.250 0.0160 0.734
6632638 405180.54 79.99 0.250 0.0160 0.359
6632700 529616.4 54.64 0.250 0.0160 0.609
6632852 143900.9 68.57 0.250 0.0160 0.859
6632887 547593.3 80.00 0.250 0.0160 0.484
6632949 265792.49 80.00 0.250 0.0160 0.234
6632992 269213.53 79.41 0.250 0.0160 0.984
6633104 272402.7 61.95 0.250 0.0160 0.609
6633142 301770.2 80.00 0.250 0.0160 0.359
6633398 289540.29 95.00 33 0.250 0.0160 0.609
6633506 439681.54 80.00 0.250 0.0160 0.609
6633514 535032.02 80.00 0.250 0.0160 0.484
6633995 432662.22 69.28 0.250 0.0160 0.234
6634388 363416.09 70.00 0.250 0.0160 0.109
6634904 299760.09 68.97 0.250 0.0160 0.109
6635681 510539.41 65.00 0.250 0.0160 0.734
6635909 287036.82 69.42 0.250 0.0160 0.484
6636057 639513.01 47.76 0.250 0.0160 0.359
6636134 263177.16 80.00 0.250 0.0160 0.109
6636194 235665.8 78.15 0.250 0.0160 0.734
6636524 306270.21 80.00 0.250 0.0160 0.000
6636578 299782.87 67.04 0.250 0.0160 0.609
6636809 278787.71 69.75 0.250 0.0160 0.359
6636936 475913.87 75.00 0.250 0.0160 0.734
6637019 259797.17 66.33 0.250 0.0160 0.234
6637120 239821.89 75.47 0.250 0.0160 0.484
6637274 310257.78 72.55 0.250 0.0160 0.234
6637398 485248.53 79.28 0.250 0.0160 0.609
6637576 251822.14 79.50 0.250 0.0160 0.734
6637994 270786.01 94.99 24 0.250 0.0160 0.359
6638009 455661.58 80.00 0.250 0.0160 0.484
6638815 278887.63 79.99 0.250 0.0160 0.359
6638867 275285.08 95.00 33 0.250 0.0160 0.234
6639238 255810.01 80.00 0.250 0.0160 0.484
6639353 213852.73 70.86 0.250 0.0160 0.859
6640110 237413.31 74.79 0.250 0.0160 0.734
6640126 838177.49 69.90 0.250 0.0160 0.484
6640209 527879.95 70.00 0.250 0.0160 0.484
6640393 349746.68 55.12 0.250 0.0160 0.609
6640621 399374.03 74.09 0.250 0.0160 0.234
6640759 569587.46 76.10 0.250 0.0160 0.609
6641352 339734.77 80.00 0.250 0.0160 0.234
6641614 272304.01 90.00 11 0.250 0.0160 0.609
6641698 519623.64 71.72 0.250 0.0160 0.609
6641867 304323.02 80.00 0.250 0.0160 0.234
6642019 230982.7 69.62 0.250 0.0160 0.609
6642160 349134.13 53.75 0.250 0.0160 0.359
6642196 291783.29 80.00 0.250 0.0160 0.484
6642349 300265.58 80.00 0.250 0.0160 0.234
6642685 239430.9 41.67 0.250 0.0160 0.734
6642711 361244.86 75.31 0.250 0.0160 0.734
6642778 237405.24 80.00 0.250 0.0160 0.000
6642999 288206.49 63.38 0.250 0.0160 0.984
6643014 374721.7 55.56 0.250 0.0160 0.484
6643184 423419.44 75.00 0.250 0.0160 0.234
6643650 290818.37 95.00 12 0.250 0.0160 0.609
6643687 999276.23 34.48 0.250 0.0160 0.609
6644212 302069.98 79.99 0.250 0.0160 0.359
6644307 275385 79.99 0.250 0.0160 0.234
6644375 74320 80.00 0.250 0.0160 0.484
6644466 279792.2 63.35 0.250 0.0160 0.484
6644545 899315.17 45.00 0.250 0.0160 0.359
6645530 648993.32 74.99 0.250 0.0160 0.234
6646286 294170.34 80.00 0.250 0.0160 0.234
6646559 260546.59 70.00 0.250 0.0160 0.234
6647088 397704.63 80.00 0.250 0.0160 0.484
6647174 299771.72 64.03 0.250 0.0160 0.359
6647232 258035.51 80.00 0.250 0.0160 0.359
6647546 299771.72 78.35 0.250 0.0160 0.359
6647554 596545.73 69.42 0.250 0.0160 0.359
6647603 304268.3 61.52 0.250 0.0160 0.359
6647772 233626.34 58.65 0.250 0.0160 0.484
6648360 300000 71.43 0.250 0.0160 0.359
6649825 402086.09 41.92 0.250 0.0160 0.234
6650319 309764.12 59.50 0.250 0.0160 0.359
6650525 55461.81 51.39 0.250 0.0160 0.859
6650693 303568.83 70.00 0.250 0.0160 0.359
6650869 999239.08 59.52 0.250 0.0160 0.359
6651625 940283.98 55.35 0.250 0.0160 0.359
6652337 424676.61 68.00 0.250 0.0160 0.359
6652639 384906.89 80.00 0.250 0.0160 0.359
6652716 270898.81 72.29 0.250 0.0160 0.484
6653593 278232.78 79.99 0.250 0.0160 0.234
6653740 58757.45 73.87 0.250 0.0160 0.609
6654041 330000 72.53 0.250 0.0160 0.359
6654270 248000 80.00 0.250 0.0160 0.359
6654626 317758.02 75.00 0.250 0.0160 0.359
6654755 230229.01 76.80 0.250 0.0160 0.484
6655033 269799.62 76.06 0.250 0.0160 0.484
6655154 292782.55 78.76 0.250 0.0160 0.484
6656325 293000 63.70 0.250 0.0160 0.609
6657199 293776.29 70.00 0.250 0.0160 0.359
6657467 434640.35 62.59 0.250 0.0160 0.359
6657477 305636.96 74.63 0.250 0.0160 0.234
6657554 310315.64 74.83 0.250 0.0160 0.109
6657760 287925.22 76.84 0.250 0.0160 0.234
6657931 262295.23 75.00 0.250 0.0160 0.234
6657990 261790.49 69.68 0.250 0.0160 0.109
6658115 289873.7 55.26 0.250 0.0160 0.234
6658446 260796.4 77.45 0.250 0.0160 0.234
6658802 329736.11 75.00 0.250 0.0160 0.109
6658901 248700.95 95.00 11 0.250 0.0160 0.109
6659781 240000 75.00 0.250 0.0160 0.609
6660104 515000 60.59 0.250 0.0160 0.484
6660132 245803.28 80.00 0.250 0.0160 0.109
6661953 241401.96 80.00 0.250 0.0160 0.000
6662095 $337,249.53 75.00 0.250 0.0160 0.484
6662164 $376,600.00 70.00 0.250 0.0160 0.234
6662250 290079.11 84.14 1 0.250 0.0160 0.359
6662489 285803 45.73 0.250 0.0160 0.859
6662499 301797.36 79.47 0.250 0.0160 0.984
6662968 325000 72.22 0.250 0.0160 0.234
6663582 364215.66 90.00 6 0.250 0.0160 0.234
6663760 256809.27 87.12 33 0.250 0.0160 0.484
6664421 343331.96 73.58 0.250 0.0160 0.234
6665059 342656.9 66.93 0.250 0.0160 0.234
6665169 264793.27 74.44 0.250 0.0160 0.234
6665207 379717.98 80.00 0.250 0.0160 0.484
6665534 288780.1 74.10 0.250 0.0160 0.359
6666273 309769.94 79.49 0.250 0.0160 0.484
6666627 161673.78 61.42 0.250 0.0160 0.234
6667704 299777.36 48.00 0.250 0.0160 0.484
6668421 270128.39 71.14 0.250 0.0160 0.000
6669743 234834.14 77.05 0.250 0.0160 0.734
6669839 239622.03 84.14 33 0.250 0.0160 0.484
6670924 292066.25 89.99 11 0.250 0.0160 0.109
6670941 268200 69.84 0.250 0.0160 0.359
6675031 267000 86.97 6 0.250 0.0160 0.000
6675367 256349.87 79.99 0.250 0.0160 0.234
6677770 283783.9 73.96 0.250 0.0160 0.359
6678749 349752.98 64.81 0.250 0.0160 0.734
6680309 479643.77 80.00 0.250 0.0160 0.484
6680515 239436.67 79.87 0.250 0.0160 0.359
6682568 283375.54 80.00 0.250 0.0160 0.484
6682648 348000 68.24 0.250 0.0160 0.234
6682722 270783.28 64.52 0.250 0.0160 0.109
6683150 310251.69 65.78 0.250 0.0160 0.109
6683465 296400 95.00 33 0.250 0.0160 0.359
6684730 329755.09 75.00 0.250 0.0160 0.484
6684778 876880.67 63.04 0.250 0.0160 0.734
6689769 84000 60.00 0.250 0.0160 1.109
6690134 377100 90.00 17 0.250 0.0160 0.609
6690916 82400 63.38 0.250 0.0160 0.984
6693457 399724.72 49.38 0.250 0.0160 0.859
6702990 342500 45.67 0.250 0.0160 0.609
6730222 237276 59.32 0.250 0.0160 0.609
$301,372,876.92
</TABLE>
COUNT: 984
WAC: 7.566914572
WAM: 357.5453167
WALTV: 74.38268238
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1998-06 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>
4645842 SANTA ROSA CA 95405 SFD 7.500 6.750 $1,817.96 360 1-Sep-27
4658218 WAYZATA MN 55391 SFD 7.625 6.750 $2,625.92 360 1-Jan-28
4665183 SANTA FE NM 87501 SFD 8.000 6.750 $1,871.10 360 1-Oct-27
4667090 PARK CITY UT 84060 SFD 7.875 6.750 $1,993.94 360 1-Jan-28
4667577 GUILFORD CT 06437 SFD 7.250 6.750 $2,318.04 360 1-Jan-28
4668552 WILTON CT 06897 SFD 7.625 6.750 $1,939.36 360 1-Jan-28
4668842 ALPHARETTA GA 30202 SFD 7.625 6.750 $3,121.37 360 1-Nov-27
4672384 PAPILLION NE 68046 SFD 7.625 6.750 $2,162.66 360 1-Dec-27
4677186 OMAHA NE 68132 SFD 7.625 6.750 $1,811.95 360 1-Jan-28
4677395 LITTLETON CO 80121 SFD 7.625 6.750 $3,935.33 360 1-Nov-27
4677405 TUCSON AZ 85745 SFD 7.125 6.750 $2,576.98 360 1-Nov-27
4677426 COLLEYVILLE TX 76034 SFD 7.500 6.750 $2,265.46 360 1-Nov-27
4677448 KENNESAW GA 30144 SFD 7.500 6.750 $3,496.08 360 1-Jan-28
4677453 GREENWOOD MN 55331 SFD 7.500 6.750 $2,153.59 360 1-Jan-28
4677773 PAPILLION NE 68046 SFD 7.625 6.750 $4,122.90 360 1-Jan-28
4678195 VIENNA VA 22182 SFD 7.500 6.750 $2,181.55 360 1-Nov-27
4678197 CINCINNATI OH 45249 SFD 7.750 6.750 $1,564.65 360 1-Nov-27
4680024 NEEDHAM MA 02194 SFD 7.750 6.750 $1,737.30 360 1-Nov-27
4680759 SCHAUMBURG IL 60194 SFD 7.875 6.750 $1,705.27 360 1-Nov-27
4681246 ASHLAND MA 01721 SFD 7.875 6.750 $2,102.71 360 1-Nov-27
4681282 ATLANTA GA 30327 SFD 7.875 6.750 $2,048.33 360 1-Nov-27
4681511 NEWTON MA 02160 SFD 7.500 6.750 $2,789.87 360 1-Nov-27
4682562 DUBLIN OH 43017 SFD 7.625 6.750 $2,088.00 360 1-Dec-27
4682577 DUNWOODY GA 30350 SFD 7.625 6.750 $1,734.10 360 1-Nov-27
4682980 ASHLAND VA 23005 SFD 8.250 6.750 $2,306.39 360 1-Nov-27
4683869 STILLWATER MN 55082 SFD 7.875 6.750 $1,812.68 360 1-Oct-27
4683920 EDEN PRAIRIE MN 55347 SFD 7.250 6.750 $2,455.84 360 1-Dec-27
4685378 ATLANTA GA 30319 SFD 8.000 6.750 $1,995.84 360 1-Nov-27
4685744 WEST LAFAYETTE IN 47906 SFD 7.750 6.750 $1,912.83 360 1-Feb-28
4686246 MILFORD MI 48380 SFD 7.875 6.750 $2,146.21 360 1-Feb-28
4686909 HOUSTON TX 77024 SFD 7.375 6.750 $2,072.03 360 1-Nov-27
4686938 LITTLETON CO 80124 SFD 7.875 6.750 $2,204.22 360 1-Nov-27
4686973 THOUSAND OAKS CA 91362 SFD 7.500 6.750 $1,957.81 360 1-Nov-27
4686979 SAN JOSE CA 95148 SFD 7.875 6.750 $1,858.36 360 1-Nov-27
4687474 TIGARD OR 97224 SFD 7.500 6.750 $1,713.08 360 1-Nov-27
4687813 GOLDEN CO 80403 SFD 7.875 6.750 $1,879.38 360 1-Nov-27
4687849 TAHOE CITY CA 96145 SFD 7.500 6.750 $1,929.84 360 1-Dec-27
4688303 OMAHA NE 68124 SFD 7.750 6.750 $1,787.45 360 1-Jan-28
4689086 OMAHA NE 68132 SFD 7.625 6.750 $1,911.04 360 1-Jan-28
4689492 ROSELAND NJ 07008 LCO 7.750 6.750 $2,258.14 360 1-Nov-27
4689551 JACKSON MS 39206 LCO 7.625 6.750 $1,847.35 360 1-Nov-27
4689658 TAMPA FL 33606 SFD 7.625 6.750 $2,831.17 360 1-Dec-27
4689754 STEWARTSVILLE NJ 08886 SFD 7.750 6.750 $1,992.35 360 1-Nov-27
4689769 DENVER CO 80231 SFD 7.750 6.750 $2,254.55 360 1-Dec-27
4689778 ARROYO GRANDE CA 93420 SFD 8.125 6.750 $2,524.50 360 1-Nov-27
4689794 CHARLOTTE NC 28209 SFD 7.750 6.750 $1,988.04 360 1-Nov-27
4689856 SAN FRANCISCO CA 94131 SFD 8.500 6.750 $1,768.51 360 1-Nov-27
4689860 SEABROOK ISLAND SC 29455 SFD 7.500 6.750 $2,447.25 360 1-Nov-27
4689883 FLOURTOWN PA 19031 SFD 6.875 6.609 $1,609.47 360 1-Nov-27
4690068 ELKHORN NE 68022 SFD 7.500 6.750 $1,650.15 360 1-Jan-28
4690146 WESTPORT CT 06880 SFD 7.500 6.750 $4,544.90 360 1-Dec-27
4690213 EDMONDS WA 98026 SFD 7.750 6.750 $3,596.39 360 1-Dec-27
4690521 FRANKLIN TN 37064 SFD 7.375 6.750 $1,567.84 360 1-Nov-27
4690553 GREENSBORO GA 30642 SFD 7.500 6.750 $1,941.02 360 1-Nov-27
4690903 OMAHA NE 68144 SFD 7.875 6.750 $3,117.80 360 1-Feb-28
4691274 MELBOURNE FL 32940 SFD 7.875 6.750 $2,610.25 360 1-Feb-28
4697680 GAINESVILLE GA 30504 SFD 7.375 6.750 $2,037.49 360 1-Jan-28
</TABLE>
COUNT: 57
WAC: 7.65306222
WAM: 356.7758219
WALTV: 73.28543911
<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>
4645842 $258,823.99 65.00 0.250 0.0160 0.484
4658218 $370,461.25 78.11 0.250 0.0160 0.609
4665183 $254,133.02 75.00 0.250 0.0160 0.984
4667090 $274,535.98 54.00 0.250 0.0160 0.859
4667577 $339,268.24 83.90 11 0.250 0.0160 0.234
4668552 $273,602.10 58.67 0.250 0.0160 0.609
4668842 $439,711.05 89.63 12 0.250 0.0160 0.609
4672384 $304,882.35 89.87 13 0.250 0.0160 0.609
4677186 $255,628.26 80.00 0.250 0.0160 0.609
4677395 $554,374.95 63.54 0.250 0.0160 0.609
4677405 $381,265.51 90.00 06 0.250 0.0160 0.109
4677426 $323,029.10 78.07 0.250 0.0160 0.484
4677448 $499,255.52 69.93 0.250 0.0160 0.484
4677453 $307,541.39 77.00 0.250 0.0160 0.484
4677773 $581,654.12 73.98 0.250 0.0160 0.609
4678195 $311,065.08 80.00 0.250 0.0160 0.484
4678197 $217,777.39 78.00 0.250 0.0160 0.734
4680024 $241,808.73 78.23 0.250 0.0160 0.734
4680759 $234,533.17 89.77 0.250 0.0160 0.859
4681246 $289,193.78 79.89 0.250 0.0160 0.859
4681282 $281,714.62 67.26 0.250 0.0160 0.859
4681511 $397,804.37 68.56 0.250 0.0160 0.484
4682562 $293,147.72 76.62 0.250 0.0160 0.609
4682577 $244,283.89 64.81 0.250 0.0160 0.609
4682980 $306,208.83 82.54 06 0.250 0.0160 1.234
4683869 $249,128.37 51.33 0.250 0.0160 0.859
4683920 $359,107.95 59.60 0.250 0.0160 0.234
4685378 $271,262.64 72.53 0.250 0.0160 0.984
4685744 $266,811.54 75.85 0.250 0.0160 0.734
4686246 $295,796.29 59.68 0.250 0.0160 0.859
4686909 $299,078.44 60.00 0.250 0.0160 0.359
4686938 $303,154.84 80.00 0.250 0.0160 0.859
4686973 $279,160.93 56.00 0.250 0.0160 0.484
4686979 $255,587.46 78.86 0.250 0.0160 0.859
4687474 $244,265.83 68.06 0.250 0.0160 0.484
4687813 $258,479.43 84.98 12 0.250 0.0160 0.859
4687849 $275,381.63 80.00 0.250 0.0160 0.484
4688303 $249,146.67 62.38 0.250 0.0160 0.734
4689086 $269,607.93 75.00 0.250 0.0160 0.609
4689492 $314,301.45 80.00 0.250 0.0160 0.734
4689551 $260,035.85 82.86 01 0.250 0.0160 0.609
4689658 $399,125.97 50.63 0.250 0.0160 0.609
4689754 $277,307.09 90.00 12 0.250 0.0160 0.734
4689769 $314,007.56 80.00 0.250 0.0160 0.734
4689778 $339,101.25 75.56 0.250 0.0160 1.109
4689794 $276,708.97 75.00 0.250 0.0160 0.734
4689856 $229,436.68 83.94 06 0.250 0.0160 1.484
4689860 $348,827.33 70.00 0.250 0.0160 0.484
4689883 $244,169.61 79.87 0.250 0.0160 0.000
4690068 $235,648.61 80.00 0.250 0.0160 0.484
4690146 $648,543.76 74.29 0.250 0.0160 0.484
4690213 $500,930.20 77.23 0.250 0.0160 0.734
4690521 $226,302.65 58.96 0.250 0.0160 0.359
4690553 $276,768.16 80.00 0.250 0.0160 0.484
4690903 $429,704.08 65.65 0.250 0.0160 0.859
4691274 $359,752.25 60.00 0.250 0.0160 0.859
4697680 $294,549.68 65.56 0.250 0.0160 0.359
$18,086,895.51
</TABLE>
COUNT: 57
WAC: 7.65306222
WAM: 356.7758219
WALTV: 73.28543911
<PAGE>
NASCOR
NMI / 1998-06 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- - ------ -------- ------
4667090 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
4672384 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4677186 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4677773 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4688303 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4689086 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4690068 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4690903 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4658218 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4677453 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4683869 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4683920 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4665183 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4668842 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686909 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686938 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686973 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686979 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4687474 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4687813 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4687849 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689492 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689551 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689754 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689769 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689778 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689794 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689856 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689860 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689883 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4690146 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4690213 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4645842 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4677448 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4685744 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4686246 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4691274 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4677395 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4677405 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4677426 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4678195 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4678197 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680024 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4680759 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681246 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681282 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4681511 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4682562 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4682577 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4682980 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4667577 PEOPLE'S BANK PEOPLE'S BANK
4668552 PEOPLE'S BANK PEOPLE'S BANK
4685378 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4689658 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690521 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690553 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4697680 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 57
WAC: 7.65306222
WAM: 356.7758219
WALTV: 73.28543911
<PAGE>
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<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 1998-6
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 1998-6, 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 March 30, 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 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 1998-6, Class [A-R][A-LR] Certificate (the
"Class [A-R][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 [A-R][A-LR] Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [A-R][A-LR] Certificate in excess of cash flows generated
by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][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 [A-R][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 [A-R][A-LR]
Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class
[A-R][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 a court within
the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][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 [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1998-6, Class [A-R][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 1998-6
CLASS [A-PO][B-4][B-5][B-6] 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 1998-6, Class
[A-PO][B-4][B-5][B-6] Certificates (the "Class [A-PO][B-4][B-5][B-6]
Certificates") in the principal amount of $___________. In doing so, the
Purchaser hereby acknowledges and agrees as follows:
Section 1. Definitions. Each capitalized term used herein and not otherwise
defined herein shall have the meaning ascribed to it in the Pooling and
Servicing Agreement, dated as of March 30, 1998 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (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"), of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-6.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the Seller,
the Master Servicer and the 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
[A-PO][B-4][B-5][B-6] Certificates, and to enter into this Agreement,
and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6]
Certificates for its own account as principal and not with a view to
the distribution thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business
matters and is capable of evaluating the merits and risks of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates; the
Purchaser has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision; and the
Purchaser is able to bear the economic risk of an investment in the
Class [A-PO][B-4][B-5][B-6] 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 __________
__, 19__, relating to the Class [A-PO][B-4][B-5][B-6] Certificates and
reviewed, to the extent it deemed appropriate, the documents attached
thereto or incorporated by reference therein, (b) it has had the
opportunity to ask questions of, and receive answers from the Seller
concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all matters
relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class
[A-PO][B-4][B-5][B-6] Certificates that the Seller possesses or can
possess without unreasonable effort or expense and (c) it has
undertaken its own independent analysis of the investment in the Class
[A-PO][B-4][B-5][B-6] Certificates. The Purchaser will not use or
disclose any information it receives in connection with its purchase of
the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection
with a subsequent sale of Class [A-PO][B-4][B-5][B-6] 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
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance
company, (A) the source of funds used to purchase the Class
[B-4][B-5][B-6] Certificate is an "insurance company general account"
(as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by
or on behalf of such Plan and all other Plans maintained by the same
employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of
all reserves and liabilities of such general account (as such amounts
are determined under Section I(a) of PTE 95-60) at the date of
acquisition and (C) the purchase and holding of such Class
[B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trust Administrator of the Trust
Estate and (b) such other opinions of counsel, officers' certificates
and agreements as the Seller or the Master Servicer may have required.
A Benefit Plan Opinion is an opinion of counsel to the effect that the
proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction
provisions of ERISA, the Code or Similar Law and will not subject the
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
[A-PO][B-4][B-5][B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [A-PO][B-4][B-5][B-6]
Certificates.
(a) The Purchaser understands that the Class
[A-PO][B-4][B-5][B-6] Certificates have not been registered under the
Securities Act of 1933 (the "Act") or any state securities laws and
that no transfer may be made unless the Class [A-PO][B-4][B-5][B-6]
Certificates are registered under the Act and applicable state law or
unless an exemption from registration is available. The Purchaser
further understands that neither the Seller, the Master Servicer nor
the Trust Administrator is under any obligation to register the Class
[A-PO][B-4][B-5][B-6] Certificates or make an exemption available. In
the event that such a transfer is to be made in reliance upon an
exemption from the Act or applicable state securities laws, (i) the
Trust Administrator shall require, in order to assure compliance with
such laws, that the Certificateholder's prospective transferee certify
to the Seller 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 the Seller
may, if such transfer is made within three years from the later of (a)
the Closing Date or (b) the last date on which the Seller or any
affiliate thereof was a holder of the Certificates proposed to be
transferred, require an Opinion of Counsel that such transfer may be
made pursuant to an exemption from the Act and state securities laws,
which Opinion of Counsel shall not be an expense of the Trust
Administrator, the Master Servicer or the Seller. Any such
Certificateholder desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trust Administrator, the Trustee, the
Master Servicer, any Paying Agent acting on behalf of the Trust
Administrator and the Seller against any liability that may result if
the transfer is not so exempt or is not made in accordance with such
federal and state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate
shall be made unless the transferee provides the Seller and the Trust
Administrator with a Transferee's Letter, substantially in the form of
this Agreement.
(c) The Purchaser acknowledges that its Class
[A-PO][B-4][B-5][B-6] 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 1998-6
CLASS [A-16][B-1] [B-2] [B-3] 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 1998-6, Class
[A-16][B-1][B-2][B-3] Certificates (the "Class [A-16][B-1][B-2][B-3]
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 March 30, 1998 (the "Pooling and Servicing
Agreement") among Norwest Asset Securities Corporation, as seller (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") of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-6.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the Seller,
the Master Servicer and the 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, (A) the source of funds used to purchase the Class
[A-16][B-1] [B-2] [B-3] Certificate is an "insurance company general
account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount
of such general account's reserves and liabilities for the contract(s)
held by or on behalf of such Plan and all other Plans maintained by the
same employer (or affiliate thereof as defined in Section V(a)(1) of
PTE 95-60) or by the same employee organization, 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 and (C) the purchase and holding of such Class
[A-16][B-1][B-2][B-3] Certificate are covered by Sections I and III of
PTE 95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan
Opinion" satisfactory to the Seller and the Trust Administrator of the
Trust Estate and (b) such other opinions of counsel, officers'
certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the
effect that the proposed transfer will not cause the assets of the
Trust Estate to be regarded as "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and
will not subject the 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).
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
SERVICING AGREEMENTS
First Union Mortgage Corp. Servicing Agreement
National City Mortgage Co. Servicing Agreement
FT Mortgage Companies Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
First Bank National Association Servicing Agreement
Suntrust Mortgage Inc. Servicing Agreement
Farmers State Bank and Trust Servicing Agreement
People's Bank Servicing Agreement
America First Credit Union 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 SecuritiesCorporation
Mortgage Pass-Through Certificates, Series 1998-6, Class ____ (the "Class B
Certificates"). The Class B Certificates were issued pursuant to a Pooling and
Servicing Agreement dated as of March 30, 1998 among Norwest Asset Securities
Corporation, as seller (the "Seller"), 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 Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least 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 Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, an appraisal of the related
Mortgaged Property obtained by the Purchaser at its own expense from an
independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution
Date (or included in or with the monthly statements to
Certificateholders pursuant to the Pooling and Servicing Agreement),
the Company, shall provide to the Purchaser a report, using the same
methodology and calculations in its standard servicing reports,
indicating for the Trust Estate the number of Mortgage Loans that are
(A) thirty days, (B) sixty days, (C) ninety days or more delinquent or
(D) in foreclosure, and indicating for each such Mortgage Loan the loan
number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in
connection with any Mortgage Loan, the Company shall cause (to the
extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement) the Servicer to provide the Purchaser
with a notice (sent by telecopier) of such proposed and imminent
foreclosure, stating the loan number and the aggregate amount owing
under the Mortgage Loan. Such notice may be provided to the Purchaser
in the form of a copy of a referral letter from such Servicer to an
attorney requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to make its servicing personnel
available (during their normal business hours) to respond to reasonable
inquiries, by phone or in writing by facsimile, electronic, or overnight mail
transmission, by the Purchaser in connection with any Mortgage Loan identified
in a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the
Servicer (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) to provide to the Purchaser such
information as the Purchaser may reasonably request provided, however, that such
information is consistent with normal reporting practices, concerning each
Mortgage Loan that is at least ninety days delinquent and each Mortgage Loan
which has become real estate owned, through the final liquidation thereof;
provided, that the related Servicer shall only be required to provide
information that is readily accessible to its servicing personnel and is
non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to
direct (to the extent that the Company as Master Servicer is granted such
authority in the related Servicing Agreement) the related Servicer that in the
event that the Company does not receive written notice of the Purchaser's
election pursuant to subsection (b) below within 24 hours (exclusive of any
intervening non-Business Days) of transmission of the notice provided by the
Company under Section 2.01 (a) (ii) subject to extension as set forth in Section
2.02(b), the related Servicer may proceed with the Commencement of Foreclosure
in respect of such Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the Mortgage Loan (including by means of a short payoff approved
by the related Servicer) or (ii) if the related Servicer has reached the terms
of a forbearance agreement with the borrower. In the latter case, the related
Servicer may complete such forbearance agreement unless instructed otherwise by
the Purchaser within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which
a notice under Section 2.01(a)(ii) has been given to the Purchaser, the
Purchaser may elect to instruct the Company to cause, to the extent that the
Company as Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the related Servicer may proceed with
the Commencement of Foreclosure. Such election must be evidenced by written
notice received within 24 hours (exclusive of any intervening non-Business Days)
of transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Purchaser shall obtain
a Current Appraisal as soon as practicable, but in no event more than 15
business days thereafter, and shall provide the Company with a copy of such
Current Appraisal.
(d) Within two Business Days of making any Election to Delay
Foreclosure, the Purchaser shall remit by wire transfer to the Company, for
deposit in the Collateral Fund, an amount, as calculated by the Company, equal
to the sum of (i) 125% of the greater of the unpaid principal balance of the
Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the Mortgage Loan at the applicable Mortgage Interest
Rate. If any Election to Delay Foreclosure extends for a period in excess of
three months (such excess period being referred to herein as the "Excess
Period"), within two Business Days the Purchaser shall remit by wire transfer in
advance to the Company for deposit in the Collateral Fund the amount of each
additional month's interest, as calculated by the Company, equal to interest on
the Mortgage Loan at the applicable Mortgage Interest Rate for the Excess
Period. The terms of this Agreement will no longer apply to the servicing of any
Mortgage Loan upon the failure of the Purchaser to deposit any of the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Delay Foreclosure or within two Business Days of the commencement of the
Excess Period subject to Section 3.01.
(e) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company may withdraw
from the Collateral Fund from time to time amounts necessary to reimburse the
related Servicer for all related Monthly Advances and Liquidation Expenses
thereafter made by such Servicer in accordance with the Pooling and Servicing
Agreement and the related Servicing Agreement. To the extent that the amount of
any such Liquidation Expenses is determined by the Company based on estimated
costs, and the actual costs are subsequently determined to be higher, the
Company may withdraw the additional amount from the Collateral Fund. In the
event that the Mortgage Loan is brought current by the mortgagor and the
foreclosure action is discontinued, the amounts so withdrawn from the Collateral
Fund shall be redeposited if and to the extent that reimbursement therefor from
amounts paid by the mortgagor is not prohibited pursuant to the Pooling and
Servicing Agreement or the related Servicing Agreement, applicable law or the
related mortgage note. Except as provided in the preceding sentence, amounts
withdrawn from the Collateral Fund to cover Monthly Advances and Liquidation
Expenses shall not be redeposited therein or otherwise reimbursed to the
Purchaser. If and when any such Mortgage Loan is brought current by the
mortgagor, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this subsection) shall be released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the related Servicer shall
continue to service the Mortgage Loan in accordance with its customary
procedures (other than the delay in Commencement of Foreclosure as provided
herein). If and when the Purchaser shall notify the Company that it believes
that it is appropriate to do so, the related Servicer may proceed with the
Commencement of Foreclosure. In any event, if the Mortgage Loan is not brought
current by the mortgagor by the time the loan becomes 6 months delinquent, the
Purchaser's election shall no longer be effective and at the Purchaser's option,
either (i) the Purchaser shall purchase the Mortgage Loan from the related Trust
Estate at a purchase price equal to the fair market value as shown on the
Current Appraisal, to be paid by (x) applying any balance in the Collateral Fund
to such to such purchase price, and (y) to the extent of any deficiency, by wire
transfer of immediately available funds from the Purchaser to the Company for
deposit in the related Certificate Account; or (ii) the related Servicer shall
proceed with the Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Delay Foreclosure
and as to which the related Servicer proceeded with the Commencement of
Foreclosure in accordance with subsection (f) above, the Company shall calculate
the amount, if any, by which the value shown on the Current Appraisal obtained
under subsection (c) exceeds the actual sales price obtained for the related
Mortgaged Property (net of Liquidation Expenses and accrued interest related to
the extended foreclosure period), and the Company shall withdraw the amount of
such excess from the Collateral Fund, shall remit the same to the Trust Estate
and in its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund in respect
of such Mortgage Loan (after adjustment for all permitted withdrawals and
deposits pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the
Company to cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement, the related Servicer to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to
Foreclose, the Purchaser shall remit to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to 125% of the
current unpaid principal balance of the Mortgage Loan and three months interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If and when any
such Mortgage Loan is brought current by the mortgagor, all amounts in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be released
to the Purchaser if and to the extent that reimbursement therefor from amounts
paid by the mortgagor is not prohibited pursuant to the Pooling and Servicing
Agreement or the related Servicing Agreement, applicable law or the related
mortgage note. The terms of this Agreement will no longer apply to the servicing
of any Mortgage Loan upon the failure of the Purchaser to deposit the above
amounts relating to the Mortgage Loan within two Business Days of the Election
to Foreclose subject to Section 3.01.
(c) With respect to any Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the related Servicer shall continue
to service the Mortgage Loan in accordance with its customary procedures (other
than Commencement of Foreclosure as provided herein). In connection therewith,
the Company shall have the same rights to make withdrawals for Monthly Advances
and Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any
Mortgage Loan as to which the Purchaser made an Election to Foreclose and as to
which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust
Estate, the Purchaser's right to make any Election to Delay Foreclosure or any
Election to Foreclose and the Company's obligations under Section 2.01 shall
terminate (i) at such time as the Principal Balance of the Class B Certificates
has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or
higher percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the
respective rights, obligations and responsibilities of the Purchaser and the
Company hereunder shall terminate upon the later to occur of (i) the final
liquidation of the last Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular Mortgage Loan
shall terminate if the Purchaser fails to make any deposit required pursuant to
Section 2.02(d) or 2.03(b) or if the Purchaser fails to make any other deposit
to the Collateral Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
Upon receipt from the Purchaser of the initial amount required
to be deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-6. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of
all Mortgage Loans as to which the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof, the
Company shall distribute or cause to be distributed to the Purchaser all amounts
remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser,
invest the funds in the Collateral Fund in Collateral Fund Permitted
Investments. Such direction shall not be changed more frequently than quarterly.
In the absence of any direction, the Company shall select such investments in
accordance with the definition of Collateral Fund Permitted Investments in its
discretion.
All income and gain realized from any investment as well as
any interest earned on deposits in the Collateral Fund (net of any losses on
such investments) and any payments of principal made in respect of any
Collateral Fund Permitted Investment shall be deposited in the Collateral Fund
upon receipt. All costs and realized losses associated with the purchase and
sale of Collateral Fund Permitted Investments shall be borne by the Purchaser
and the amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of
the Certificateholders under the Pooling and Servicing Agreement a security
interest in and lien on all of the Purchaser's right, title and interest,
whether now owned or hereafter acquired, in and to: (1) the Collateral Fund, (2)
all amounts deposited in the Collateral Fund and Collateral Fund Permitted
Investments in which such amounts are invested (and the distributions and
proceeds of such investments) and (3) all cash and non-cash proceeds of any of
the foregoing, including proceeds of the voluntary conversion thereof (all of
the foregoing collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security
interest in the Collateral for the benefit of the Certificateholders. The
Purchaser shall take all actions requested by the Company as may be reasonably
necessary to perfect the security interest created under this Agreement in the
Collateral and cause it to be prior to all other security interests and liens,
including the execution and delivery to the Company for filing of appropriate
financing statements in accordance with applicable law. The Company shall file
appropriate continuation statements, or appoint an agent on its behalf to file
such statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at
any time are insufficient to cover any withdrawals therefrom that the Company is
then entitled to make hereunder, the Purchaser shall be obligated to pay such
amounts to the Company immediately upon demand. Such obligation shall constitute
a general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company
and the Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in
writing or by telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
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, the Seller, and each Servicer and each person who controls the Company,
the Seller, or a Servicer and each of their respective officers, directors,
affiliates and agents acting at the Company's, the Seller's, or a Servicer's
direction (the "Indemnified Parties") against any and all losses, claims,
damages or liabilities to which they may be subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of, or
are based upon, actions taken by, or actions not taken by, the Company, the
Seller, or a Servicer, or on their behalf, in accordance with the provisions of
this Agreement and (i) which actions conflict with the Company's, the Seller's,
or a Servicer's obligations under the Pooling and Servicing Agreement or the
related Servicing Agreement, or (ii) give rise to securities law liability under
federal or state securities laws with respect to the Certificates. The Purchaser
hereby agrees to reimburse the Indemnified Parties for the reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action. The indemnification
obligations of the Purchaser hereunder shall survive the termination or
expiration of this Agreement.
<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: ________________________
