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: May 28, 1998
(Date of earliest event reported)
Commission File No. 333-45021
Norwest Asset Securities Corporation
Delaware 52-1972128
(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
Address of principal executive offices (Zip Code)
(301) 846-8881
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 May 28, 1998, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1998-12, 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-R, Class B-1, Class
B-2 and Class B-3 Certificates (the "Offered Certificates"), having an aggregate
original principal balance of $794,036,260.00. The Offered Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of May 28, 1998,
among the Registrant, Norwest Bank Minnesota, National Association, as master
servicer (the "Master Servicer" or "Norwest Bank"), United States Trust Company
of New York, as trustee, and First Union National Bank, as trust administrator
(the "Agreement"), a copy of which is filed as an exhibit hereto. Mortgage
Pass-Through Certificates, Series 1998-12, Class A-PO Certificates (having an
initial principal balance of $589,739.45), and Class B-4, Class B-5 and Class
B-6 Certificates, having an aggregate initial principal balance of $6,004,786
(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 99.18% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in the Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
A-PO and Private Class B Certificates, distributions on which are subordinated
to distributions on the Offered Certificates and the Class A-PO Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate a REMIC for federal
income tax purposes (the "REMIC"). 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-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 REMIC and
the Class A-R Certificate will be treated as the "residual interest" in the
REMIC.
<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 May 28, 1998, among Norwest Asset
Securities Corporation, Norwest Bank
Minnesota, National Association, United
States Trust Company of New York, as
trustee, and First Union National Bank,
as trust administrator.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST ASSET SECURITIES CORPORATION
May 28, 1998
By: /s/ Patrick Greene
Patrick Greene
Assistant Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of May 28, 1998
among Norwest Asset Securities
Corporation, Norwest Bank Minnesota,
National Association, United States Trust
Company of New York, as trustee, and
First Union National Bank, as trust
administrator.
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 May 28, 1998
$800,630,786.08
Mortgage Pass-Through Certificates
Series 1998-12
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions ...........................................
Section 1.02. Acts of Holders .......................................
Section 1.03. Effect of Headings and Table of Contents ..............
Section 1.04. Benefits of Agreement .................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans ..........................
Section 2.02. Acceptance by 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 Startup Day and
Latest Possible Maturity Date ......................
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 3.11. Application of Net Liquidation Proceeds ...............
Section 3.11. 1934 Act Reports ......................................
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS; STATEMENTS
AND REPORTS
Section 4.01. Distributions .........................................
Section 4.02. Allocation of Realized Losses .........................
Section 4.03. Paying Agent ..........................................
Section 4.04. Statements to Certificateholders; Report to
the Trust Administrator and the Seller .............
Section 4.05. Reports to Mortgagors and the Internal
Revenue Service ....................................
Section 4.06. Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer .....
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates ......................................
Section 5.02. Registration of Certificates ..........................
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates .....
Section 5.04. Persons Deemed Owners .................................
Section 5.05. Access to List of Certificateholders'
Names and Addresses ................................
Section 5.06. Maintenance of Office or Agency .......................
Section 5.07. Definitive Certificates ...............................
Section 5.08. Notices to Clearing Agency ............................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer .......
Section 6.02. Merger or Consolidation of the Seller
or the Master Servicer .............................
Section 6.03. Limitation on Liability of the Seller, the
Master Servicer and Others .........................
Section 6.04. Resignation of the Master Servicer ....................
Section 6.05. Compensation to the Master Servicer ...................
Section 6.06. Assignment or Delegation of
Duties by Master Servicer ..........................
Section 6.07. Indemnification of Trustee, the Trust .................
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
Master Servicer and upon Event of Default ..........
Section 7.05. Trust Administrator to Act; Appointment of Successor ..
<PAGE>
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 Seller or
Liquidation of All Mortgage Loans ..................
Section 9.02. Additional Termination Requirements ...................
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01. Amendment .............................................
Section 10.02. Recordation of Agreement ..............................
Section 10.03. Limitation on Rights of Certificateholders ............
Section 10.04. Governing Law; Jurisdiction ...........................
Section 10.05. Notices ...............................................
Section 10.06. Severability of Provisions ............................
Section 10.07. Special Notices to Rating Agencies ....................
Section 10.08. Covenant of Seller ....................................
Section 10.09. Recharacterization ....................................
<PAGE>
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 11.06. 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-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R 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 1998-12 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 [B-4] [B-5] [B-6] Certificates)
EXHIBIT K - Transferee's Letter (Class [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 May 28, 1998 executed by
NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer, UNITED STATES TRUST COMPANY OF NEW
YORK, as Trustee, and FIRST UNION NATIONAL BANK, as Trust Administrator.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Additional Collateral: As defined in the MLCC Servicing Agreement.
Additional Collateral Mortgage Loan: As defined in the MLCC Servicing
Agreement.
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
<PAGE>
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) 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) 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.
<PAGE>
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
$233,193.75 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
<PAGE>
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-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates and Class A-11
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-PO Certificates or Class A-R Certificate.
<PAGE>
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-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). 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) 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).
Class A Loss Denominator: As to any Determination Date, an amount equal to
the Class A Non-PO Principal Balance.
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 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;
<PAGE>
(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 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 aggregate amount distributed in respect of the Classes of Class A
Certificates pursuant to Paragraph third clause (A) of Section 4.01(a).
Class A Pass-Through Rate: As to each Class of Class A Certificates, other
than the Class A-PO Certificates, the Class A Fixed Pass-Through Rate. The Class
A-PO Certificates are not entitled to interest and have no Class A Pass-Through
Rate.
Class A Percentage: As to any Distribution Date occurring on or prior to
the 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 May 2003, 100%. As to any Distribution Date subsequent
to May 2003 to and including the Distribution Date in May 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 May 2004
to and including the Distribution Date in May 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 May 2005
<PAGE>
to and including the Distribution Date in May 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 May 2006 to and
including the Distribution Date in May 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 May 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 May 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 June
2003 and May 2004 (2) 35% of the Original Class B Principal Balance if such
Distribution Date occurs between and including June 2004 and May 2005, (3) 40%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including June 2005 and May 2006, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including June
2006 and May 2007, and (5) 50% of the Original Class B Principal Balance if such
Distribution Date occurs during or after June 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-5 Certificates, Class
A-6 Certificates, Class A-7
<PAGE>
Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-PO Certificates and Class A-R
Certificate.
Class A Shortfall Percentage: As to any Distribution Date and 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 day preceding the applicable
Distribution Date.
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 on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a).
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 the 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-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.
<PAGE>
Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.
Class A-7 Certificate: Any one of the Certificates executed by the 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-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-1
Certificate.
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-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) 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
<PAGE>
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). 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
the applicable 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.
<PAGE>
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, 6.50% 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.
<PAGE>
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).
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).
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
<PAGE>
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)
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).
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).
<PAGE>
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
<PAGE>
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) 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).
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).
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).
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;
<PAGE>
(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
<PAGE>
respect of the Class B-3 Certificates on prior Distribution Dates (A) pursuant
to Paragraph thirteenth of Section 4.01(a) 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).
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).
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).
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
<PAGE>
(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)
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.
<PAGE>
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).
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).
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).
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;
<PAGE>
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)
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).
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.
<PAGE>
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).
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).
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, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum
<PAGE>
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, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-6 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with 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)
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).
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.
<PAGE>
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.
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) on such Distribution Date.
<PAGE>
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) 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
<PAGE>
Agreements), the Master Servicer shall require that any such account shall be
acceptable to each of the Rating Agencies.
Custodian: Initially, the Trust Administrator, and thereafter the
Custodian, if any, hereafter appointed by the Trust Administrator pursuant to
Section 8.13, or its successor in interest under the Custodial Agreement. The
Custodian may (but need not) be the Trustee, the Trust Administrator or any
Person directly or indirectly controlling or controlled by or under common
control of either of them. Neither a Servicer, nor the Seller nor the Master
Servicer nor any Person directly or indirectly controlling or controlled by or
under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
Cut-Off Date 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
representing the principal portion of the Cut-Off Date Aggregate Principal
Balance evidenced by such Certificate.
<PAGE>
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 6.75%.
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 a REMIC or
result in the imposition of any federal tax on the 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
<PAGE>
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
<PAGE>
(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
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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.
Final Scheduled Maturity Date: The Final Scheduled Maturity Date for 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-PO, Class A-R, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates is June
25, 2028 which corresponds to the "latest possible maturity date" for purposes
of Section 860G(a)(1) of the Internal Revenue Code of 1986, as amended.
Fixed Retained Yield: The fixed percentage of interest on each Mortgage
Loan with a Mortgage Interest Rate greater than the sum of (a) 6.75%, (b) the
applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate, which will
be determined on a loan by loan basis and will equal the Mortgage Interest Rate
on each Mortgage Loan minus the sum of (a), (b) and (c), which is not assigned
to and not part of the Trust Estate.
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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) 6.75%, (ii) the applicable 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 $16,012,615.72 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.
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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-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). The Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
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.
<PAGE>
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.
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.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan purchase
agreement dated as of April 1, 1998 between Merrill Lynch Credit Corporation, as
seller, and Norwest Funding, Inc., as purchaser.
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
<PAGE>
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).
MLCC Servicing Agreement: The Servicing Agreement executed by Merrill Lynch
Credit Corporation, as Servicer.
Month End Interest: As defined in each Servicing Agreement or with respect
to the MLCC Servicing Agreement the amount defined as "Compensating 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 100sm Pledge Agreement: As defined in the MLCC Servicing
Agreement.
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;
<PAGE>
(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
<PAGE>
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 6.75%.
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 a
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(f).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
<PAGE>
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 the 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-5 , Class A-6 , Class A-7 , Class A-8 , Class A-9 , Class A-10 , Class A-11
and Class A-R Certificates, as set forth in Section 11.06.
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.
<PAGE>
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.
<PAGE>
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 or, in the case of each Mortgage Loan
serviced by Merrill Lynch Credit Corporation, the documents specified in the
MLCC Mortgage Loan Purchase Agreement 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
<PAGE>
in connection with the purchase thereof, and any additional documents required
to be added to the Owner Mortgage Loan File pursuant to this Agreement.
Parent Power[TM] Guaranty and Security Agreement for Securities Account: As
defined in the MLCC Servicing Agreement.
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 of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class A Certificates. With respect to a Class B Certificate of a Class, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the 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.
<PAGE>
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
<PAGE>
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
6.75% 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
<PAGE>
Prepayment in Full at the Net Mortgage Interest Rate for such Mortgage Loan from
the date of its Prepayment in Full (but in the case of a Prepayment in Full
where the Applicable Unscheduled Principal Receipt Period is the Mid-Month
Receipt Period, only if the date of the Prepayment in Full is on or after the
Determination Date in the month prior to the month of such Distribution Date and
prior to the first day of the month of such Distribution Date) through the last
day of the month prior to the month of such Distribution Date.
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class
B-6 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for such Class of Class B Certificates shall equal the difference between (i)
the amount that would have been distributed to such Class as principal in
accordance with Section 4.01(a) 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, 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 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) and (ii) as a result of a
Principal Adjustment 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.
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.
<PAGE>
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 means the lesser of (i) the
Principal Balance of the Class A-11 Certificates and (ii) the product of (1) the
Priority Percentage, (2) the Shift Percentage, (3) the sum of the Scheduled
Principal Amount and the Unscheduled Principal Amount and (4) 94.7863325689%.
Priority Percentage: means the Principal Balance of the Class A-11
Certificates divided by the sum of the Principal Balances of the 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 and Class A-R Certificates.
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class B-1 Certificates are
S&P and DCR. 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 and A-1+ in the case of S&P and in the case
of any other Rating Agency shall mean its equivalent of such ratings. References
herein to the highest long-term rating categories of a Rating Agency shall mean
AAA, 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.
<PAGE>
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.
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.
S&P: Standard & Poor's, or its successor in interest.
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.
<PAGE>
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.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
June 1998 through May 2003 ................................ 0%
June 2003 through May 2004 ................................ 30%
June 2004 through May 2005 ................................ 40%
June 2005 through May 2006 ................................ 60%
June 2006 through May 2007 ................................ 80%
June 2007 and thereafter .................................. 100%
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, Inc., First Nationwide Mortgage Co.,
First Union Mortgage Corporation, Suntrust Mortgage Inc., Banc One Mortgage
Corp., FT Mortgage Companies, Merrill Lynch Credit Corporation, People's Bank,
Bank of Oklahoma, N.A., The Huntington Mortgage Company, First Bank National
Association, Columbia National, Inc., Citicorp Mortgage, Inc., Great Financial
Bank, and Farmers State Bank & Trust Company of Superior, as Servicer under the
related Servicing Agreement.
<PAGE>
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.
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee, 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
$8,006,307.86 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
<PAGE>
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.
Surety Bond: As defined in the MLCC Servicing Agreement.
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.
<PAGE>
Trust Administrator: First Union National Bank, a national banking
association with its principal office located in Charlotte, North Carolina, 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), 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 and
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure and the rights of the Trustee under
the Mortgage 100sm Pledge Agreements, the Parent Power[TM] Guaranty and
Servicing Agreement for Securities Account and the Surety Bond.
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.
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.
U.S. Person: As defined in Section 4.01(f).
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 Holders of each Class of
Certificates will collectively be entitled to the then applicable percentage of
the aggregate Voting Interest represented by all Certificates equal
<PAGE>
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
<PAGE>
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, (d)
all of the Seller's right, title and interest in and to each Mortgage 100sm
Pledge Agreement and each Parent Power [TM] Guaranty and Security Agreement for
Securities Account with respect to each Additional Collateral Mortgage Loan and
(e) 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 the applicable 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
<PAGE>
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
<PAGE>
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 the Servicer, the
Master Servicer or the 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;
<PAGE>
(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
<PAGE>
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
<PAGE>
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;
<PAGE>
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except (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
<PAGE>
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;
<PAGE>
(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
<PAGE>
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, has executed and delivered to or upon the order of the
Seller, in exchange for the Mortgage Loans together with all other assets
included in the definition of "Trust Estate", receipt of which is hereby
acknowledged, Certificates in authorized denominations which evidence ownership
of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates (other
than the Class A-R Certificate) 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 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 the REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the REMIC is June
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 or any amounts received by it upon the sale of
any Additional Collateral pursuant to the terms of a Mortgage 100sm Pledge
Agreement or Parent Power[TM] Guaranty and Security Agreement for Securities
Account or any amounts received pursuant to the Surety Bond, and shall, in
addition, deposit into the Certificate Account the following amounts, in the
case of amounts specified in clause (i), not later than the Distribution Date on
which such amounts are required to be distributed to Certificateholders and, in
the case of the amounts specified in clause (ii), not later than the Business
Day next following the day of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the 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 the Trust
Estate 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
<PAGE>
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;
<PAGE>
(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.
<PAGE>
(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 addition, if under the terms
of an Other Servicing Agreement, the applicable Servicer is not required to make
Periodic Advances on a Mortgage Loan or REO Mortgage Loan through the
liquidation of such Mortgage Loan or REO Mortgage Loan, the Master Servicer to
the extent provided hereby shall make the Periodic Advances thereon during the
period the Servicer is not obligated to do so. 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 by Norwest Mortgage or such Other
Servicer, (iii) the amount that the Trust Administrator or Master Servicer is
required to advance hereunder, including any amount the Master Servicer is
required to advance pursuant to the second sentence of this Section 3.03(a), 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.
<PAGE>
(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
<PAGE>
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
<PAGE>
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,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee and the Trust
Administrator pursuant to Section 3.07(b), the Master Servicer from time to time
may, to the extent permitted by the applicable Servicing Agreement, make such
modifications and amendments to such Servicing Agreement as the Master Servicer
deems necessary or
<PAGE>
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
<PAGE>
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 Trust Estate of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on the 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.
<PAGE>
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 to repurchase, at its option, 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 for such Mortgage Loan, through the last day of the month
in which such repurchase occurs. Upon the receipt of such purchase price, the
Master Servicer shall provide to the 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
<PAGE>
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 REMIC.
Additional Collateral may be liquidated and the proceeds applied to cover
any shortfalls upon the liquidation of a Mortgaged Property; provided, however,
that the Trust Estate in no event shall acquire ownership of the Additional
Collateral unless the Trust Administrator shall have received an Opinion of
Counsel that such ownership shall not cause the Trust Estate to fail to qualify
as a REMIC or subject the REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller and the Trustee an Officer's Certificate certifying that an event
has occurred which may justify termination of such Servicing Agreement,
describing the circumstances surrounding such event and recommending what action
should be taken by the Trustee with respect to such Servicer. If the Master
Servicer recommends that such Servicing Agreement be terminated, the Master
Servicer's certification must state that the breach is material and not merely
technical in nature. Upon written direction of the Master Servicer, based upon
such certification, the Trustee shall promptly terminate such Servicing
Agreement. Notwithstanding the foregoing, in the event that (i) 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,
<PAGE>
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) 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;
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;
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
<PAGE>
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;
<PAGE>
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.
Notwithstanding the foregoing, after the Principal Balance of any Class
(other than the Class A-R Certificate) has been reduced to zero, such Class will
be entitled to no further distributions of principal or interest (including,
without limitation, any Unpaid Interest Shortfalls).
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-R
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-PO
Certificates) and any Class of Class B Certificates with a lower numerical
designation pro rata based on their outstanding Principal Balances.
(b) 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 Principal Balance of the Class A-PO Certificates)
concurrently as follows:
(i) 5.2136674311% to the Class A-1 Certificates, until the Principal
Balance thereof has been reduced to zero; and
(ii) 94.7863325689% sequentially as follows:
first, to the Class A-R Certificate, until the Principal Balance thereof
has been reduced to zero;
<PAGE>
second, to the Class A-11 Certificates up to the Class A-11 Priority Amount
for such Distribution Date;
third, concurrently, 6.8468402673% to the Class A-2 Certificates,
52.1186285947% to the Class A-3 Certificates, 23.2321698670% to the Class A-4
Certificates, 8.9484598693% to the Class A-5 Certificates and 8.8539014017% to
the Class A-6 Certificates, until the Principal Balance of the Class A-2
Certificates has been reduced to zero;
fourth, concurrently, 52.1186285947% to the Class A-3 Certificates,
23.2321698670% to the Class A-4 Certificates, 8.9484598693% to the Class A-5
Certificates, 8.8539014017% to the Class A-6 Certificates and 6.8468402673% to
the Class A-7 Certificates, until the Principal Balance of the Class A-3
Certificates has been reduced to zero;
fifth, concurrently, 23.2321698670% to the Class A-4 Certificates,
24.9849609754% to the Class A-5 Certificates, 8.8539014017% to the Class A-6
Certificates, 6.8468402673% to the Class A-7 Certificates and 36.0821274886% to
the Class A-8 Certificates, until the Principal Balances of the Class A-4, Class
A-5, Class A-7 and Class A-8 Certificates have been reduced to zero;
sixth, concurrently, 14.1893956369% to the Class A-6 Certificates and
85.8106043631% to the Class A-9 Certificates, until their respective Principal
Balances have been reduced to zero;
seventh, to the Class A-10 Certificates, until the Principal Balance
thereof has been reduced to zero; and
eighth, to the Class A-11 Certificates, without regard to the Class A-11
Priority Amount, until the Principal Balance thereof has been reduced to zero.
(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
<PAGE>
(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
<PAGE>
the purpose of applying the definition of its Class B Percentage or Class B
Prepayment Percentage.
(e) 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 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(e) respecting the final distribution in
respect of any Class) either in immediately available funds by wire transfer to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder holds Certificates
having a Denomination at least equal to that specified in Section 11.23, and has
so notified the Master Servicer or, if applicable, the Paying Agent at least
seven Business Days prior to the Distribution Date or, if such Holder holds
Certificates having, in the aggregate, a Denomination less than the requisite
minimum Denomination or if such Holder holds the Class A-R Certificate or has
not so notified the Paying Agent, by check mailed to such Holder at the address
of such Holder appearing in the Certificate Register, such Holder's share of the
Class A Distribution Amount with respect to each Class of Class A Certificates
and the Class B Distribution Amount with respect to each 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-R Certificate) or the Principal Balance of any Class of Class B
Certificates 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).
(f) 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(f) 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
<PAGE>
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.
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
<PAGE>
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
<PAGE>
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.
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
<PAGE>
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(e), 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;
<PAGE>
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid Interest
Shortfall with respect to each Class of Class B Certificates after giving
effect to such distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to each Class of Class B Certificates for such
Distribution Date, and (e) the interest portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to each
Class of Class B Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the 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
<PAGE>
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) the Class A-PO Deferred Amount, if any; and
(xxiv) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns;
<PAGE>
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 Certificate) with a $1,000 Denomination, and as a dollar
amount per Class A-R 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
<PAGE>
comparable conversion in full or partial satisfaction of a Mortgage Loan
serviced by such Servicer, or (ii) knows or has reason to know that a Mortgaged
Property has been abandoned. Reports from the Servicers shall be in form and
substance sufficient to meet the reporting requirements imposed by Code Section
6050J. In addition, each Servicer shall provide the Master Servicer with
sufficient information to allow the Master Servicer to, for each year ending
after the Cut-Off Date, provide, or cause to be provided, to the Internal
Revenue Service and the Mortgagors such information as is required under Code
Sections 6050H (regarding payment of interest) and 6050P (regarding cancellation
of indebtedness).
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be made
on the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Class A-R Certificate,
integral multiples of $1,000 in excess thereof (except, if necessary, for one
Certificate of each Class (other than the Class A-R Certificate) that evidences
one Single Certificate plus such additional principal portion 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-PO, A-R, 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 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
<PAGE>
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.
<PAGE>
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
<PAGE>
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 Trustee, 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-4, Class B-5 or Class
B-6 Certificates under said Act or any other securities law.
(c) No transfer of a 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 and the Seller 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 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 B Certificates
only, if such transferee is an insurance company, (A) the source of funds used
to purchase the 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 B Certificates are
covered by Sections I and III of PTE 95-60 or (ii) in the case of any such 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-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
<PAGE>
the Trust Administrator, the Trustee, the Seller or the Master Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trust Administrator, the Trustee, the
Seller or the Master Servicer and (B) such other opinions of counsel, officer's
certificates and agreements as the Seller or the Master Servicer may require in
connection with such transfer, which opinions of counsel, officers' certificates
and agreements shall not be an expense of the Trust Administrator, the Trustee,
the Seller or the Master Servicer. The Class 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
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 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
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
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 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 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 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 Certificate to any Person who does not provide an affidavit substantially in
the form attached as Exhibit H hereto.
<PAGE>
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R 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 Certificate 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 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 Certificate in constructive
trust for the last transferor who was not a disqualified organization or agent
thereof, and such transferor shall be restored as the owner of the Class A-R
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 Certificate, and (ii) the
Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class A-R 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 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
<PAGE>
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.
<PAGE>
Section 5.06. Maintenance of Office or Agency.
The Trust Administrator will maintain, at its expense, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Certificate Registrar in respect of
the Certificates and this Agreement may be served. The Trust Administrator
initially designates the Corporate Trust Office and the principal corporate
trust office of the Authenticating Agent, if any, as its offices and agencies
for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trust Administrator in writing
that the Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trust Administrator in writing that
it elects to terminate the book-entry system through the Clearing Agency or
(iii) after the occurrence of dismissal or resignation of the Master Servicer,
Beneficial Owners representing aggregate Voting Interests of not less than 51%
of the aggregate Voting Interests of each outstanding 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, the Trustee nor the Trust Administrator shall be liable for any delay
in delivery of such instructions by the Clearing Agency and may conclusively
rely on, and shall be protected in relying on, such instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trust Administrator shall give all such notices and communications
specified herein to be given to Holders of Book-Entry Certificates to the
Clearing Agency.
<PAGE>
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
Section 6.01. Liability of the Seller and the Master Servicer.
The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Seller and the Master Servicer.
Section 6.02. Merger or Consolidation of the Seller or the Master Servicer.
Subject to the following paragraph, the Seller and the Master Servicer each
will keep in full effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
The Seller or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Seller or Master Servicer shall be a party, or any Person succeeding
to the business of the Seller or Master Servicer, shall be the successor of the
Seller or Master Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that, in the case of
the Master Servicer, any such successor or resulting Person shall be qualified
to service mortgage loans for FNMA or FHLMC.
Section 6.03. Limitation on Liability of the Seller, the Master Servicer and
Others.
Neither the Seller nor the Master Servicer nor any subcontractor nor any of
the partners, directors, officers, employees or agents of any of them shall be
under any liability to the Trust Estate or the Certificateholders and all such
Persons shall be held harmless for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect any such
Person against any breach of warranties or representations made herein or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Seller,
the Master Servicer, any subcontractor, and any partner, director, officer,
employee or agent of any of them shall be entitled to indemnification by the
Trust Estate and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross
negligence in the performance of his or its duties hereunder or by reason of
reckless disregard of his or its obligations and duties hereunder. The Seller,
the Master Servicer and any of the directors, officers, employees or agents of
either may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. Neither the Seller nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and which in its
opinion does not involve it in any expense or liability; provided, however, that
the Seller or the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder if the Certificateholders offer to the Seller or
the Master Servicer, as the case may be, reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or
thereby. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Estate, and the Seller or the Master Servicer shall be entitled to be
reimbursed therefor out of the Certificate 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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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,
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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 the REMIC to federal, state or local tax or cause the REMIC to not
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
<PAGE>
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;
<PAGE>
(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.
<PAGE>
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 a REMIC; or (ii) cause the imposition of any federal, state
or local income, prohibited transaction, contribution or other tax on either the
REMIC or the Trust Estate. The Master Servicer, or, in the case of any 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 using a calendar year as the
taxable year for the REMIC and the accrual method of accounting; (ii) in the
first such federal tax return, make, or cause to be made, elections satisfying
the requirements of the REMIC Provisions, on behalf of the Trust Estate, to
treat the Trust Estate 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 REMIC, 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 REMIC,
including but not limited to the income, expenses, individual Mortgage Loans
(including REO Mortgage Loans, other assets and liabilities of the REMIC, and
the fair market value and adjusted basis of the REMIC property 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 the
<PAGE>
REMIC within the meaning of Code Section 860D(a)(2) other than the interests
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-PO and
Class A-R Certificates and the Class B-l, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates; (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 Trust Estate or the
REMIC to tax or (c) cause the Trust Estate to fail to qualify as a REMIC; (ix)
exercise reasonable care not to allow the 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 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 REMIC 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 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 Certificateholder for such purpose (or if
the Master Servicer is not so permitted, the Holder of the Class A-R Certificate
shall be tax matters person in accordance with the REMIC Provisions). The Master
Servicer shall be entitled to be reimbursed pursuant to Section 3.02 for any
taxes paid by it pursuant to clause (x) of the preceding sentence, except to the
extent that such taxes are imposed as a result of the bad faith, willful
misfeasance or gross negligence of the Master Servicer in the performance of its
obligations hereunder. The Trustee shall sign the tax returns referred to in
clause (i) of the second preceding sentence.
In order to enable the Master Servicer, 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
<PAGE>
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 REMIC as described above. In the event that the Trust Administrator prepares
any of the federal, state and local tax returns of the 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, each of 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 to, respectively,
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
<PAGE>
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 Certificate, the amounts, if any, which remain on
deposit in the Certificate Account (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. 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
<PAGE>
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 the REMIC to federal tax or cause the
Trust Estate to fail to qualify as a REMIC 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 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 return of the 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 a REMIC
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 or the 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 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
Trust Estate or the 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
<PAGE>
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 the REMIC to tax or cause the Trust
Estate 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.
<PAGE>
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
<PAGE>
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, the Trust
Administrator 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,
<PAGE>
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
<PAGE>
(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 6.75% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is May 1, 1998.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $800,630,786.08.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.89686220%
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 each such Class as of the Cut-Off Date is as follows:
Original
Class Principal Balance
Class A-1 $ 40,000,000.00
Class A-2 $ 25,000,000.00
Class A-3 $ 260,000,000.00
Class A-4 $ 120,880,000.00
Class A-5 $ 50,000,000.00
Class A-6 $ 60,000,000.00
Class A-7 $ 10,625,000.00
Class A-8 $ 7,740,000.00
Class A-9 $ 84,254,000.00
Class A-10 $ 32,915,160.00
Class A-11 $ 75,800,000.00
Class A-PO $ 589,739.45
Class A-R $ 100.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $767,214,260.00.
<PAGE>
Section 11.07. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.10313780%.
Section 11.08. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.60129284%.
Section 11.09. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.30093325%.
Section 11.10. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.45035189%.
Section 11.11. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30010960%.
Section 11.12. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.20023973%.
Section 11.13. Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.25021049%.
Section 11.14. Original Class B Principal Balance.
The Original Class B Principal Balance is $32,826,786.63.
Section 11.15. Original Principal Balances of the Classes of Class B
Certificates.
As to the following Classes of Class B Certificates, the Principal Balance
of each such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
Class B-1 $ 12,811,000.00
Class B-2 $ 10,408,000.00
Class B-3 $ 3,603,000.00
Class B-4 $ 2,401,000.00
Class B-5 $ 1,602,000.00
Class B-6 $ 2,001,786.63
<PAGE>
Section 11.16. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.50184496%.
Section 11.17. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.20091171%.
Section 11.18. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.75055981%.
Section 11.19. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.45045021%.
Section 11.20. Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.25021049%.
Section 11.21. Closing Date.
The Closing Date is May 28, 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 $80,063,078.61 (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 Certificates (other than the Class A-R
Certificates) and the Class B Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is $500,000. The Class A-R
Certificate is 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-R Certificate) 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 Certificate 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.
<PAGE>
Section 11.25. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal such rate as is set
forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.017% per annum.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.
NORWEST ASSET SECURITIES CORPORATION
as Seller
By:
Name:
Title:
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
as Master Servicer
By:
Name:
Title:
FIRST UNION NATIONAL BANK
as Trust Administrator
By:
Name:
Title:
Attest:
By:
Name:
Title:
UNITED STATES TRUST
COMPANY OF NEW YORK
as Trustee
By:
Name:
Title:
By:
Name:
Title:
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 28th day of May, 1998, before me, a notary public in and for the
State of New York, personally Alan McKenney, known to me who, being by me duly
sworn, did depose and say that he resides at 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 28th day of May, 1998, before me, a notary public in and for the
State of New York, personally appeared Edward M. Frere, Jr., known to me who,
being by me duly sworn, did depose and say that he resides at Frederick,
Maryland; that he is a Vice President of Norwest Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of May, 1998, before me, a notary public in and for the
State of North Carolina, personally appeared ___________________, known to me
who, being by me duly sworn, did depose and say that s/he resides at
_________________, North Carolina; that s/he is a ____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his/her name thereto by
order of the Board of Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 28th day of May, 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>
SCHEDULE I
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1998-12
Applicable Unscheduled Principal Receipt Period
<TABLE>
<CAPTION>
Partial
Full Unscheduled 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
First Nationwide Mortgage, Co. Mid Month Prior 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 Corporation Prior Month Prior Month
Banc One Mortgage Corp. Mid Month Prior Month
Merrill Lynch Credit Corp. Mid Month Prior Month
Farmers State Bank & Trust Company of Superior Mid Month Prior Month
People's Bank Mid Month Prior Month
Columbia National, Inc. Mid Month Prior Month
Great Financial Bank Mid Month Prior Month
Citicorp Mortgage, Inc. Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
</TABLE>
<PAGE>
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-1 Certificates required to be distributed to
Holders of the Class A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-1 Certificates applicable to each Distribution Date will be 6.750% 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-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.
<PAGE>
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-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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-2 Certificates applicable to each Distribution Date will be 6.750% 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-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
<PAGE>
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-3 Certificates required to be distributed to
Holders of the Class A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-3 Certificates applicable to each Distribution Date will be 6.750% 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-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
<PAGE>
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-4 Certificates required to be distributed to
Holders of the Class A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-4 Certificates applicable to each Distribution Date will be 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
<PAGE>
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]
[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 1998-12, 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.
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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-5 Certificates required to be distributed to
Holders of the Class A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-5 Certificates applicable to each Distribution Date will be 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-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
<PAGE>
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-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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-6 Certificates required to be distributed to
Holders of the Class A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-6 Certificates applicable to each Distribution Date will be 6.750% 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-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
<PAGE>
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-7 Certificates required to be distributed to
Holders of the Class A-7 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-7 Certificates applicable to each Distribution Date will be 6.750% 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-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
<PAGE>
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 May 28, 1998, and based on its issue price of
98.69375%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 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-R, 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 1.36250000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.04%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01450686%.
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-8 Certificates required to be distributed to
Holders of the Class A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-8 Certificates applicable to each Distribution Date will be 6.750% 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-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
<PAGE>
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-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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-9 Certificates required to be distributed to
Holders of the Class A-9 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-9 Certificates applicable to each Distribution Date will be 6.750% 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-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
<PAGE>
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.
This Certificate is issued on May 28, 1998, and based on its issue price of
97.03750%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 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-R, 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 3.01875000%; (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 (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01596132%.
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 IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-10 Certificates required to be distributed
to Holders of the Class A-10 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-10 Certificates applicable to each Distribution Date will be 6.750% 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-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 1998-12, 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.
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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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-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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-11 Certificates required to be distributed
to Holders of the Class A-11 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-11 Certificates applicable to each Distribution Date will be 6.750% 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-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
<PAGE>
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-PO Certificates required to be distributed
to Holders of the Class A-PO Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. 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, 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 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
<PAGE>
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 May 28, 1998, at an issue price of 62.86881%
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 May 20, 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-R, 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 37.13119000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.87%; and (iii) the amount of
OID allocable to the short first accrual period (May 28, 1998 to June 25, 1998)
as a percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.41810390%.
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 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
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
the Holder of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.750% 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.
<PAGE>
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates as specified in the Agreement, any Class B-1
Distribution Amount required to be distributed to Holders of the Class B-1
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-1
Certificates applicable to each Distribution Date will be 6.750% 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.
<PAGE>
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-2 Distribution Amount required to be distributed to Holders of the Class B-2
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-2
Certificates applicable to each Distribution Date will be 6.750% 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.
<PAGE>
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 is issued on May 28, 1998, and based on its issue price of
97.44375%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 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-R, 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 2.61250000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.11%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01347061%.
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer"), First Union National Bank, as trust
administrator (the "Trust Administrator"), and United States Trust Company of
New York, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-3 Distribution Amount required to be distributed to Holders of the Class B-3
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-3
Certificates applicable to each Distribution Date will be 6.750% 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.
<PAGE>
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 May 28, 1998, and based on its issue price of
96.81875%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 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-R, 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 3.23750000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.20%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.01659756%.
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-4 Distribution Amount required to be distributed to Holders of the Class B-4
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-4
Certificates applicable to each Distribution Date will be 6.750% 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.
<PAGE>
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 May 28, 1998, and based on its issue price of
90.26125%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 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-R, 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 9.79500000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 8.19%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.04791016%.
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and the 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 the Class B-5
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-5
Certificates applicable to each Distribution Date will be 6.750% 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.
<PAGE>
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 May 28, 1998, and based on its issue price of
71.04924%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 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-R, 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 29.00701200%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 11.80%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.12196491%.
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 1998-12, 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: May 1, 1998
CUSIP No.: First Distribution Date: June 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: June 25, 2028
<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 May 28, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer"), First Union National Bank, as trust administrator (the
"Trust Administrator"), and United States Trust Company of New York, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereinafter. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to such terms in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and each Class of Class B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
B-6 Distribution Amount required to be distributed to Holders of the Class B-6
Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class B-6
Certificates applicable to each Distribution Date will be 6.750% 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.
<PAGE>
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 May 28, 1998, and based on its issue price of
32.50625%, including accrued interest, and a stated redemption price at maturity
equal to its initial principal balance (plus three days of interest at the
pass-through rate hereon), is issued with original issue discount ("OID") for
federal income tax purposes. Assuming that this Certificate pays in accordance
with projected cash flows reflecting the prepayment assumption of 275% SPA (as
defined in the Prospectus Supplement dated May 20, 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-R, 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 67.55000000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 27.28%; and (iii) the
amount of OID allocable to the short first accrual period (May 28, 1998 to June
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.15801976%.
<PAGE>
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 1998-12 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-12
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
<PAGE>
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 available funds, by wire transfer or otherwise, in
immediately available funds to _______________________________________ for the
account of ___________________________________ account number _____________, or,
if mailed by check, to _______________________________________. Applicable
statements should be mailed to ----------------------------------------.
This information is provided by ______________________, the assignee named
above, or ___________________________________, as its agent.
<PAGE>
EXHIBIT 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
United States Trust Company of New York, as trustee, have entered into a Pooling
and Servicing Agreement dated as of May 28, 1998 relating to the issuance of
Mortgage Pass-Through Certificates, Series 1998-12 (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.
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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]
<TABLE>
<CAPTION>
NASCOR
NMI / 1998-12 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6281742 BROOMFIELD CO 80020 SFD 7.375 6.750 $2,364.87 360 1-Mar-28 $341,877.32
6286317 DOWNINGTOWN PA 19335 SFD 7.000 6.733 $2,454.97 360 1-Mar-28 $368,393.30
6293084 WOODBRIDGE VA 22192 PUD 6.750 6.483 $1,768.68 360 1-Mar-28 $272,221.10
6306658 VIENNA VA 22182 SFD 6.875 6.608 $2,439.18 360 1-Feb-28 $370,358.81
6313392 COLLEYVILLE TX 76034 SFD 7.375 6.750 $2,760.28 360 1-Mar-28 $398,798.74
6336095 UPPER SADDLE RIVE NJ 07458 SFD 7.625 6.750 $5,945.47 360 1-Apr-28 $839,347.08
6340065 PRINCETON NJ 08540 SFD 7.500 6.750 $2,447.25 360 1-Feb-28 $349,215.87
6345152 PRIOR LAKE MN 55372 SFD 7.375 6.750 $2,417.36 360 1-Apr-28 $349,733.68
6346189 SCOTIA NY 12302 SFD 7.750 6.750 $2,482.37 360 1-Mar-28 $346,009.30
6355400 FRISCO CO 80443 SFD 7.500 6.750 $4,195.29 360 1-Feb-28 $598,655.77
6360199 SAUSALITO CA 94965 LCO 7.250 6.750 $2,387.62 360 1-Apr-28 $349,726.96
6377322 COLORADO SPRINGS CO 80906 SFD 7.375 6.750 $2,817.87 360 1-Mar-28 $407,263.01
6379020 GRAND LAKE CO 80447 SFD 7.750 6.750 $3,049.05 360 1-Apr-28 $425,299.62
6393505 GARLAND TX 75044 SFD 7.500 6.750 $2,283.98 360 1-Feb-28 $325,918.19
6415609 TENAFLY NJ 07670 SFD 7.750 6.750 $2,256.70 360 1-Sep-27 $313,180.67
6422155 SKILLMAN NJ 08558 SFD 7.250 6.750 $2,326.22 360 1-Feb-28 $340,197.13
6422981 RED LODGE MT 59068 SFD 7.500 6.750 $1,879.49 360 1-Mar-28 $268,399.77
6426476 LAS VEGAS NV 89117 SFD 7.375 6.750 $2,762.70 360 1-Mar-28 $399,389.39
6435639 MAPLE PLAIN MN 55359 SFD 7.375 6.750 $3,784.90 360 1-Mar-28 $547,163.47
6595548 CHICAGO IL 60643 SFD 7.875 6.750 $1,703.91 360 1-Feb-28 $234,511.65
6623720 ARLINGTON HGTS IL 60004 SFD 7.750 6.750 $1,995.21 360 1-Feb-28 $277,906.50
6632093 CREDIT RIVER TWP MN 55372 SFD 7.500 6.750 $2,235.39 360 1-Mar-28 $319,223.99
6650837 WOODBURY MN 55125 SFD 7.750 6.750 $2,170.73 360 1-Mar-28 $302,570.90
6655685 WILMETTE IL 60091 SFD 7.375 6.750 $1,933.89 360 1-Feb-28 $279,356.89
6656209 CHICAGO IL 60605 LCO 7.500 6.750 $1,859.91 360 1-Feb-28 $265,330.64
6657492 WEXFORD PA 15090 SFD 7.375 6.750 $3,453.38 360 1-Mar-28 $498,934.89
6661322 CHICAGO IL 60657 SFD 7.375 6.750 $2,328.96 360 1-Mar-28 $336,685.25
6666111 LOCKPORT IL 60441 SFD 7.250 6.750 $2,162.50 360 1-Apr-28 $316,752.71
6666638 WAYZATA MN 55391 SFD 7.625 6.750 $2,173.64 360 1-Mar-28 $306,593.02
6671148 MENDOTA HEIGHTS MN 55118 SFD 7.875 6.750 $2,044.70 360 1-Feb-28 $281,413.95
6671878 RESTON VA 20194 PUD 7.250 6.750 $2,189.79 360 1-Apr-28 $320,749.59
6675309 SAVAGE MN 55378 SFD 7.375 6.750 $1,958.07 360 1-May-28 $283,500.00
6676743 PLYMOUTH MN 55446 PUD 7.125 6.750 $2,189.59 360 1-Mar-28 $324,478.65
6677211 EDINA MN 55436 SFD 7.625 6.750 $1,915.29 360 1-Mar-28 $270,207.05
6679430 BLOOMINGDALE IL 60108 SFD 7.375 6.750 $2,230.88 360 1-Apr-28 $322,754.22
6680231 CHANHASSEN MN 55318 SFD 7.750 6.750 $4,004.74 360 1-Apr-28 $558,605.47
6680800 CHICAGO IL 60657 SFD 7.500 6.750 $2,272.45 360 1-Apr-28 $324,758.80
6681438 VICTORIA MN 55386 SFD 7.875 6.750 $2,102.70 360 1-Apr-28 $289,800.43
6684533 PLYMOUTH MN 55447 SFD 7.125 6.750 $1,701.14 360 1-Apr-28 $252,097.23
6684680 INVERNESS IL 60010 SFD 7.500 6.750 $3,384.20 360 1-Feb-28 $482,915.66
6685873 ZIMMERMAN MN 55398 SFD 7.375 6.750 $1,685.25 360 1-Apr-28 $243,814.33
6691211 LONG LAKE MN 55356 SFD 7.125 6.750 $2,425.39 360 1-Mar-28 $359,422.51
6692283 GROSSE ILE MI 48138 SFD 7.500 6.750 $1,737.55 360 1-Mar-28 $248,067.16
6697311 PRIOR LAKE MN 55372 SFD 7.625 6.750 $1,911.04 360 1-Feb-28 $268,524.65
6698946 EDINA MN 55439 SFD 7.375 6.750 $2,112.78 360 1-Apr-28 $305,667.23
6705716 HINSDALE IL 60521 SFD 7.500 6.750 $1,929.84 360 1-May-28 $276,000.00
6707621 WYOMING MN 55013 SFD 7.625 6.750 $2,017.21 360 1-Apr-28 $284,793.73
6709181 CHICAGO IL 60611 LCO 7.375 6.750 $1,760.53 360 1-Mar-28 $254,510.89
6711096 WOOD DALE IL 60191 SFD 7.625 6.750 $2,704.13 360 1-Mar-28 $381,495.20
6719329 IVANHOE IL 60060 SFD 7.625 6.750 $3,807.93 360 1-Apr-28 $537,610.61
6719729 EDINA MN 55439 SFD 7.875 6.750 $1,892.43 360 1-Apr-28 $260,820.38
6726099 WINFIELD IL 60190 SFD 7.500 6.750 $2,493.05 360 1-Apr-28 $356,285.39
6726760 MINNETONKA MN 55343 SFD 7.875 6.750 $1,957.69 360 1-Apr-28 $269,814.19
6727808 EDEN PRAIRIE MN 55347 SFD 7.250 6.750 $2,919.37 360 1-Mar-28 $427,280.30
6734885 PLYMOUTH MN 55447 SFD 7.875 6.750 $3,119.97 240 1-Apr-18 $375,850.81
6736792 PLYMOUTH MN 55446 SFD 7.375 6.750 $3,045.88 360 1-Mar-28 $440,326.80
6741960 GLENVIEW IL 60025 SFD 7.500 6.750 $1,713.08 360 1-Apr-28 $244,818.17
6746619 EDEN PRAIRIE MN 55347 SFD 7.875 6.750 $1,834.43 360 1-Apr-28 $252,825.88
6750918 RAMSEY MN 55303 SFD 7.375 6.750 $2,047.85 360 1-Apr-28 $296,274.39
6753666 LAGRANGE IL 60525 SFD 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
6755015 CHANHASSEN MN 55317 SFD 7.500 6.750 $1,601.55 360 1-Apr-28 $228,880.01
6755026 LAKE ZURICH IL 60047 SFD 7.625 6.750 $1,673.93 360 1-Apr-28 $236,328.83
6756513 PRIOR LAKE MN 55372 SFD 7.250 6.750 $2,222.53 360 1-Apr-28 $325,545.85
6762478 LA GRANGE IL 60525 SFD 7.000 6.733 $1,536.85 360 1-Mar-28 $230,456.09
6762857 EDEN PRAIRIE MN 55347 SFD 7.125 6.750 $1,778.62 360 1-Mar-28 $263,576.51
6764829 CHICAGO IL 60657 MF2 7.500 6.750 $2,304.61 360 1-Apr-28 $329,355.39
6766627 PARK RIDGE IL 60068 SFD 7.375 6.750 $2,431.18 360 1-Apr-28 $351,732.15
6766900 WILMETTE IL 60091 SFD 7.375 6.750 $2,085.84 360 1-Apr-28 $301,770.20
6769275 DEEPHAVEN MN 55391 SFD 7.500 6.750 $2,429.07 360 1-Apr-28 $347,142.18
6775318 MAPLE GROVE MN 55311 SFD 7.125 6.750 $1,661.73 360 1-Apr-28 $246,452.75
6783396 NORTH OAKS MN 55127 SFD 7.500 6.750 $1,678.12 360 1-Apr-28 $239,821.88
6788391 BLAINE MN 55449 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,804.98
6788928 PALATINE IL 60067 SFD 7.625 6.750 $2,480.11 360 1-Apr-28 $350,146.39
6789826 MINNEAPOLIS MN 55419 SFD 7.500 6.750 $2,125.61 360 1-May-28 $304,000.00
6790529 PALATINE IL 60067 SFD 7.500 6.750 $1,915.85 360 1-Apr-28 $273,796.65
6795054 MINNEAPOLIS MN 55419 SFD 7.875 6.750 $1,827.18 360 1-Apr-28 $251,826.57
6797727 EAST GULL LAKE MN 56401 SFD 7.250 6.750 $2,146.13 360 1-May-28 $314,600.00
6797828 ROSEVILLE MN 55113 SFD 7.375 6.750 $1,850.32 360 1-Apr-28 $267,696.15
6801221 WOODBURY MN 55125 SFD 7.750 6.750 $2,607.03 360 1-May-28 $363,900.00
6801247 MINNEAPOLIS MN 55410 SFD 7.500 6.750 $3,195.41 360 1-Apr-28 $456,660.84
6803136 ROSEVILLE MN 55113 SFD 7.500 6.750 $2,328.38 360 1-May-28 $333,000.00
6806263 RAMSEY MN 55303 SFD 7.875 6.750 $2,199.04 300 1-Apr-23 $287,690.96
6809726 NAPERVILLE IL 60540 SFD 7.500 6.750 $1,817.96 360 1-Apr-28 $259,807.04
6813775 TONKA BAY MN 55331 SFD 7.250 6.750 $4,195.38 360 1-May-28 $615,000.00
6818210 EDEN PRAIRIE MN 55347 SFD 7.500 6.750 $3,224.78 360 1-Apr-28 $460,857.72
6820097 ST CHARLES IL 60175 PUD 7.500 6.750 $2,394.11 360 1-May-28 $342,400.00
6820300 TROY MI 48098 SFD 7.625 6.750 $1,703.66 360 1-Apr-28 $240,525.79
6820696 WHEATON IL 60187 SFD 7.250 6.750 $1,637.22 360 1-Apr-28 $239,812.78
6823885 NORTH OAKS MN 55127 SFD 7.750 6.750 $3,703.14 360 1-Apr-28 $516,535.17
6832705 CHANHASSEN MN 55317 SFD 7.375 6.750 $1,685.25 360 1-May-28 $244,000.00
6839134 PROSPECT HEIGHTS IL 60070 SFD 7.500 6.750 $3,300.29 360 1-May-28 $472,000.00
6847191 BARRINGTON HILLS IL 60010 SFD 7.625 6.750 $3,538.97 360 1-May-28 $500,000.00
6850264 HUGO MN 55110 SFD 7.875 6.750 $2,039.26 360 1-May-28 $281,250.00
6861091 EDEN PRAIRIE MN 55346 SFD 7.750 6.750 $2,120.59 360 1-May-28 $296,000.00
6862952 HAWTHORN WOODS IL 60047 SFD 7.250 6.750 $1,713.97 360 1-May-28 $251,250.00
6999448 ISSAQUAH WA 98027 SFD 7.750 6.750 $2,432.94 360 1-Nov-27 $338,138.44
6999559 PLANO TX 75093 PUD 7.500 6.750 $2,622.05 360 1-Jan-28 $373,876.32
6999570 SUMMIT NJ 07901 SFD 7.625 6.750 $2,654.23 360 1-Mar-28 $374,455.44
6999579 KEYSTONE CO 80435 LCO 7.500 6.750 $1,666.37 360 1-Mar-28 $237,965.15
6999593 MONTGOMERY NJ 08503 SFD 7.625 6.750 $2,559.38 360 1-Mar-28 $361,074.91
6999594 UNIVERSITY PARK TX 75225 SFD 7.500 6.750 $3,461.11 360 1-Dec-27 $493,140.09
6999598 GRAND JUNCTION CO 81503 SFD 7.625 6.750 $2,831.17 360 1-Mar-28 $399,419.16
6999599 PARIS TOWNSHIP OH 44444 SFD 7.500 6.750 $1,601.20 360 1-Feb-28 $228,486.96
6999600 EAGLE MOUNTAIN UT 84043 SFD 7.750 6.750 $1,843.33 360 1-Feb-28 $256,751.68
6999604 EL CAJON CA 92021 SFD 7.625 6.750 $3,715.92 360 1-Apr-28 $524,620.02
6999605 WILMINGTON NC 28409 SFD 7.250 6.750 $1,912.82 360 1-Apr-28 $280,181.26
6999606 CHAPEL HILL NC 27515 SFD 7.375 6.750 $4,489.35 360 1-Feb-28 $648,502.09
6999609 LINCOLN NE 68523 SFD 8.000 6.750 $2,885.93 360 1-Mar-28 $391,969.10
6999612 SILVERTHORNE CO 80498 SFD 7.500 6.750 $3,496.07 360 1-Apr-28 $499,628.93
$37,526,109.07
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C>
6281742 79.08 0.250 0.017 0.358
6286317 90.00 17 0.250 0.017 0.000
6293084 73.17 0.250 0.017 0.000
6306658 79.99 0.250 0.017 0.000
6313392 79.93 0.250 0.017 0.358
6336095 80.00 0.250 0.017 0.608
6340065 54.26 0.250 0.017 0.483
6345152 58.33 0.250 0.017 0.358
6346189 90.00 33 0.250 0.017 0.733
6355400 73.17 0.250 0.017 0.483
6360199 54.99 0.250 0.017 0.233
6377322 80.00 0.250 0.017 0.358
6379020 80.00 0.250 0.017 0.733
6393505 79.67 0.250 0.017 0.483
6415609 90.00 33 0.250 0.017 0.733
6422155 80.24 0.250 0.017 0.233
6422981 80.00 0.250 0.017 0.483
6426476 45.45 0.250 0.017 0.358
6435639 80.00 0.250 0.017 0.358
6595548 85.45 01 0.250 0.017 0.858
6623720 69.63 0.250 0.017 0.733
6632093 92.67 06 0.250 0.017 0.483
6650837 52.24 0.250 0.017 0.733
6655685 69.14 0.250 0.017 0.358
6656209 85.60 01 0.250 0.017 0.483
6657492 78.74 0.250 0.017 0.358
6661322 78.42 0.250 0.017 0.358
6666111 70.44 0.250 0.017 0.233
6666638 74.00 0.250 0.017 0.608
6671148 74.21 0.250 0.017 0.858
6671878 83.16 0.250 0.017 0.233
6675309 90.00 06 0.250 0.017 0.358
6676743 68.91 0.250 0.017 0.108
6677211 79.12 0.250 0.017 0.608
6679430 67.29 0.250 0.017 0.358
6680231 71.39 0.250 0.017 0.733
6680800 74.71 0.250 0.017 0.483
6681438 72.50 0.250 0.017 0.858
6684533 68.61 0.250 0.017 0.108
6684680 80.00 0.250 0.017 0.483
6685873 80.00 0.250 0.017 0.358
6691211 68.57 0.250 0.017 0.108
6692283 71.41 0.250 0.017 0.483
6697311 40.18 0.250 0.017 0.608
6698946 90.00 13 0.250 0.017 0.358
6705716 60.00 0.250 0.017 0.483
6707621 75.00 0.250 0.017 0.608
6709181 71.80 0.250 0.017 0.358
6711096 90.00 24 0.250 0.017 0.608
6719329 71.35 0.250 0.017 0.608
6719729 75.00 0.250 0.017 0.858
6726099 75.00 0.250 0.017 0.483
6726760 68.18 0.250 0.017 0.858
6727808 59.85 0.250 0.017 0.233
6734885 62.33 0.250 0.017 0.858
6736792 72.30 0.250 0.017 0.358
6741960 79.03 0.250 0.017 0.483
6746619 79.56 0.250 0.017 0.858
6750918 74.78 0.250 0.017 0.358
6753666 75.00 0.250 0.017 0.483
6755015 84.98 06 0.250 0.017 0.483
6755026 78.83 0.250 0.017 0.608
6756513 90.00 13 0.250 0.017 0.233
6762478 70.21 0.250 0.017 0.000
6762857 80.00 0.250 0.017 0.108
6764829 80.00 0.250 0.017 0.483
6766627 80.00 0.250 0.017 0.358
6766900 46.32 0.250 0.017 0.358
6769275 73.14 0.250 0.017 0.483
6775318 79.56 0.250 0.017 0.108
6783396 75.00 0.250 0.017 0.483
6788391 79.37 0.250 0.017 0.233
6788928 79.64 0.250 0.017 0.608
6789826 80.00 0.250 0.017 0.483
6790529 85.09 24 0.250 0.017 0.483
6795054 80.00 0.250 0.017 0.858
6797727 68.69 0.250 0.017 0.233
6797828 95.00 17 0.250 0.017 0.358
6801221 77.92 0.250 0.017 0.733
6801247 79.90 0.250 0.017 0.483
6803136 86.95 06 0.250 0.017 0.483
6806263 80.00 0.250 0.017 0.858
6809726 62.50 0.250 0.017 0.483
6813775 51.25 0.250 0.017 0.233
6818210 76.87 0.250 0.017 0.483
6820097 80.00 0.250 0.017 0.483
6820300 79.47 0.250 0.017 0.608
6820696 79.73 0.250 0.017 0.233
6823885 60.00 0.250 0.017 0.733
6832705 79.22 0.250 0.017 0.358
6839134 80.00 0.250 0.017 0.483
6847191 55.56 0.250 0.017 0.608
6850264 75.00 0.250 0.017 0.858
6861091 80.00 0.250 0.017 0.733
6862952 75.00 0.250 0.017 0.233
6999448 80.00 0.250 0.017 0.733
6999559 57.69 0.250 0.017 0.483
6999570 74.26 0.250 0.017 0.608
6999579 80.00 0.250 0.017 0.483
6999593 78.43 0.250 0.017 0.608
6999594 58.93 0.250 0.017 0.483
6999598 80.00 0.250 0.017 0.608
6999599 88.62 06 0.250 0.017 0.483
6999600 88.12 33 0.250 0.017 0.733
6999604 63.87 0.250 0.017 0.608
6999605 89.87 12 0.250 0.017 0.233
6999606 79.95 0.250 0.017 0.358
6999609 89.39 13 0.250 0.017 0.983
6999612 52.63 0.250 0.017 0.483
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
<TABLE>
<CAPTION>
NASCOR
NMI / 1998-12 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4573146 WAINSCOTT NY 11975 SFD 7.625 6.750 $2,300.33 360 1-Apr-28 $324,764.77
4590362 SCARSDALE NY 10583 SFD 7.500 6.750 $4,544.90 360 1-Apr-28 $649,517.60
4606656 SLEEPY HOLLOW NY 10591 SFD 7.500 6.750 $1,824.95 360 1-Apr-28 $260,806.30
4620081 JACKSONVILLE FL 32256 SFD 7.750 6.750 $1,923.90 240 1-Apr-18 $233,939.61
4624494 BROKEN ARROW OK 74012 SFD 7.375 6.750 $1,841.20 360 1-Mar-28 $266,173.06
4646282 HUNTINGTON BEACH CA 92646 SFD 8.250 6.750 $2,431.85 360 1-Apr-28 $323,493.59
4650365 BELLE MEAD NJ 08502 SFD 7.125 6.750 $1,886.42 360 1-Mar-28 $279,550.83
4659282 STONY POINT NY 10980 SFD 7.450 6.750 $1,941.27 360 1-Oct-27 $277,508.44
4659737 LAKE ELSINORE CA 92530 SFD 7.900 6.750 $561.10 360 1-Oct-27 $76,822.56
4663119 WHARTON NJ 07885 SFD 7.375 6.750 $1,239.07 360 1-Apr-28 $179,263.50
4665330 FRANKLIN ID 83237 SFD 8.000 6.750 $660.39 360 1-Oct-27 $89,508.72
4665335 WORCESTER TOWNSHIP PA 19490 SFD 6.875 6.608 $3,153.26 360 1-May-28 $480,000.00
4665859 WALPOLE MA 02081 SFD 7.750 6.750 $1,643.45 360 1-Mar-28 $229,075.14
4669195 VANCOUVER WA 98664 SFD 7.500 6.750 $5,908.36 360 1-Mar-28 $843,741.86
4669860 LEBANON TN 37087 SFD 8.000 6.750 $2,476.46 360 1-Apr-28 $337,273.54
4670258 PEMBROOKE PINES FL 33027 SFD 7.875 6.750 $1,847.84 360 1-Dec-27 $253,961.48
4670638 WAYNE NJ 07470 SFD 7.875 6.750 $2,211.47 360 1-Feb-28 $304,366.13
4671800 WATCHUNG BOROUGH NJ 07060 SFD 7.375 6.750 $3,108.04 360 1-Apr-28 $449,657.59
4676139 NEW PORT RICHEY FL 34654 SFD 7.625 6.750 $2,477.28 360 1-Mar-28 $349,305.14
4678659 MERION PA 19066 SFD 7.250 6.750 $2,002.54 360 1-Apr-28 $293,320.99
4678768 OAKDALE CA 95361 SFD 7.625 6.750 $1,925.20 360 1-Jan-28 $271,204.99
4679413 PLANO TX 75024 SFD 7.375 6.750 $2,006.07 360 1-May-28 $290,450.00
4679662 HINGHAM MA 02043 SFD 6.875 6.608 $2,627.72 360 1-May-28 $400,000.00
4680602 PRINCETON NJ 08540 SFD 7.500 6.750 $3,635.92 360 1-May-28 $520,000.00
4682687 DALLAS TX 75209 SFD 7.750 6.750 $1,846.92 360 1-Jan-28 $257,065.07
4684605 GULF BREEZE FL 32561 SFD 7.250 6.750 $2,053.36 360 1-Mar-28 $298,528.94
4684851 LODI CA 95240 SFD 7.375 6.750 $2,118.61 240 1-Apr-18 $265,013.11
4686639 PHOENIXVILLE PA 19460 SFD 7.500 6.750 $2,476.27 360 1-Mar-28 $353,622.69
4688725 WARWICK RI 02889 SFD 7.625 6.750 $3,538.97 360 1-Apr-28 $499,638.11
4688766 MERCED CA 95340 SFD 7.250 6.750 $1,773.66 360 1-May-28 $260,000.00
4689332 SOUTHAMPTON NY 11968 SFD 7.375 6.750 $2,344.85 360 1-May-28 $339,500.00
4689664 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.750 $2,537.70 360 1-Feb-28 $371,124.12
4689727 FRANKLIN SQUARE NY 11010 SFD 7.625 6.750 $1,840.27 360 1-May-28 $260,000.00
4689748 PALOS VERDES ESTATES CA 90274 SFD 7.375 6.750 $6,906.75 360 1-Mar-28 $998,473.49
4690296 BEVERLY HILLS CA 90210 SFD 7.375 6.750 $3,187.47 360 1-Feb-28 $460,440.00
4690826 SAN FRANCISCO CA 94107 SFD 7.625 6.750 $1,580.15 360 1-Dec-27 $222,431.75
4691273 FLUSHING NY 11355 SFD 7.750 6.750 $1,752.35 360 1-May-28 $244,600.00
4691775 KINGS PARK NY 11754 SFD 7.375 6.750 $1,036.02 360 1-May-28 $150,000.00
4691996 FORT SALONGA NY 11768 SFD 7.750 6.750 $2,385.65 360 1-Mar-28 $332,528.43
4692189 RAMSEY BOROUGH NJ 07446 SFD 7.000 6.733 $1,703.18 360 1-Apr-28 $255,790.15
4692220 WEST BLOOMFIELD MI 48324 SFD 7.875 6.750 $2,075.15 360 1-Apr-28 $286,003.04
4692575 SAN RAMON CA 94583 SFD 7.625 6.750 $1,762.41 360 1-Jan-28 $248,272.21
4694249 MONROE CT 06468 SFD 8.250 6.750 $2,246.67 360 1-Apr-28 $298,859.30
4694295 SUDBURY MA 01776 SFD 7.375 6.750 $1,933.89 360 1-Apr-28 $279,786.94
4694789 SAINT PAUL MN 55104 SFD 7.500 6.750 $2,462.64 360 1-May-28 $352,200.00
4694794 SOUTH PASADENA CA 91030 SFD 7.625 6.750 $3,892.87 360 1-Apr-28 $549,601.92
4694864 MAHWAH NJ 07430 SFD 7.125 6.750 $2,526.44 360 1-Apr-28 $374,700.12
4694993 COSTA MESA CA 92626 SFD 7.650 6.750 $2,202.34 360 1-Dec-27 $309,267.95
4695285 MARTINSVILLE NJ 08836 SFD 7.500 6.750 $2,076.67 360 1-Apr-28 $296,779.58
4695319 SAN JOSE CA 95125 SFD 7.900 6.750 $2,253.10 360 1-Nov-27 $308,705.25
4695439 RANCHO SANTA MARGARI CA 92688 SFD 8.500 6.750 $1,899.22 360 1-Apr-28 $246,850.36
4695475 CERRITOS CA 90703 SFD 7.375 6.750 $4,316.72 360 1-Apr-28 $624,524.43
4695533 ROCKVILLE MD 20852 SFD 7.375 6.750 $2,110.02 360 1-Apr-28 $305,267.53
4696038 CEDAR GROVE NJ 07009 LCO 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
4696397 ACTON MA 01720 SFD 7.625 6.750 $2,936.64 360 1-Apr-28 $414,599.70
4696551 SCOTCH PLAINS NJ 07076 SFD 7.750 6.750 $2,321.18 360 1-May-28 $324,000.00
4696593 BEND OR 97701 SFD 7.625 6.750 $1,778.34 360 1-Apr-28 $251,068.14
4696796 RAMSEY NJ 07446 SFD 7.625 6.750 $1,528.84 360 1-Mar-28 $215,686.33
4696899 OSSINING NY 10562 SFD 7.125 6.750 $2,155.90 360 1-Mar-28 $319,486.68
4697133 LOS ANGELES CA 90077 SFD 7.375 6.750 $2,431.18 360 1-Mar-28 $351,462.66
4697490 MENDHAM NJ 07945 SFD 7.250 6.750 $2,344.99 360 1-Mar-28 $343,212.04
4697613 EUGENE OR 97405 SFD 7.250 6.750 $2,073.27 360 1-Apr-28 $303,682.91
4698032 PHOENIX AZ 85044 SFD 7.375 6.750 $2,804.14 360 1-Mar-28 $405,380.23
4698086 SEATTLE WA 98109 SFD 7.375 6.750 $1,980.17 360 1-Feb-28 $286,041.50
4698093 CARMEL IN 46033 SFD 7.000 6.733 $1,783.02 360 1-May-28 $268,000.00
4698231 LOS ANGELES CA 90077 SFD 7.500 6.750 $6,897.75 360 1-Mar-28 $985,031.17
4698302 YORBA LINDA CA 92887 SFD 6.750 6.483 $2,672.23 360 1-Apr-28 $411,645.27
4698382 READINGTON TWP. NJ 08822 SFD 7.875 6.750 $1,268.88 360 1-Apr-28 $174,879.56
4698396 NASHVILLE TN 37205 SFD 6.875 6.608 $959.12 360 1-Apr-28 $145,833.69
4698399 WINSTON-SALEM NC 27104 SFD 7.375 6.750 $1,786.09 360 1-Feb-28 $257,995.78
4698571 SIMI VALLEY CA 93065 SFD 8.000 6.750 $1,849.09 360 1-Apr-28 $251,830.91
4698894 KANSAS CITY MO 64153 SFD 7.375 6.750 $3,294.52 360 1-Apr-28 $476,637.04
4699197 MILPITAS CA 95035 SFD 7.350 6.750 $1,675.59 360 1-Nov-27 $242,066.82
4699337 ANDOVER MA 01810 SFD 7.375 6.750 $2,072.03 360 1-Mar-28 $299,542.04
4699372 BABYLON NY 11702 SFD 8.150 6.750 $1,729.64 360 1-Nov-27 $231,114.34
4699429 IPSWICH MA 01938 SFD 7.000 6.733 $1,716.48 360 1-Mar-28 $257,575.81
4699574 HARRINGTON PARK NJ 07640 SFD 7.500 6.750 $2,538.15 360 1-Apr-28 $362,730.60
4699733 MAHWAH NJ 07430 SFD 8.000 6.750 $2,624.18 300 1-Apr-23 $339,642.49
4699960 LOGAN UT 84321 SFD 7.500 6.750 $1,762.02 360 1-Mar-28 $251,624.79
4700060 SCOTTSDALE AZ 85260 SFD 7.250 6.750 $1,596.30 360 1-Mar-28 $233,633.80
4700199 RARITAN TOWNSHIP NJ 08551 SFD 7.375 6.750 $1,961.52 360 1-Feb-28 $283,347.69
4700206 NEWTON MA 02167 SFD 7.500 6.750 $2,482.21 360 1-Apr-28 $354,436.54
4700218 DIX HILLS NY 11746 SFD 7.250 6.750 $2,524.06 360 1-May-28 $370,000.00
4700229 NASHVILLE TN 37215 SFD 7.125 6.750 $3,955.54 360 1-Mar-28 $586,178.19
4700244 ATLANTA GA 30329 SFD 7.250 6.750 $1,936.70 360 1-Mar-28 $283,455.72
4700345 BOWIE MD 20721 SFD 7.000 6.733 $1,711.50 360 1-Apr-28 $257,039.12
4700406 SCOTTSDALE AZ 85255 SFD 7.500 6.750 $3,111.50 360 1-Mar-28 $444,337.44
4700754 BALTIMORE MD 21212 SFD 7.250 6.750 $4,127.17 360 1-Mar-28 $604,053.23
4700832 LIVERMORE CA 94550 SFD 7.375 6.750 $1,743.27 360 1-May-28 $252,400.00
4700857 WEST CALDWELL NJ 07006 SFD 7.750 6.750 $1,719.39 360 1-Apr-28 $239,830.61
4700980 BLOOMFIELD TOWNSHIP MI 48302 SFD 7.375 6.750 $2,733.01 360 1-Mar-28 $395,095.94
4701034 RYE NY 10580 SFD 7.375 6.750 $2,244.69 360 1-Feb-28 $324,253.55
4701149 MONTEREY PARK CA 91754 SFD 7.000 6.733 $1,676.57 360 1-Apr-28 $251,793.43
4701171 MILPITAS CA 95035 SFD 6.875 6.608 $1,492.22 360 1-Apr-28 $226,959.16
4701212 NEWTON MA 02158 LCO 7.750 6.750 $2,469.84 360 1-Apr-28 $344,506.67
4701219 SCOTTSDALE AZ 85259 SFD 7.375 6.750 $1,882.09 360 1-Mar-28 $271,882.79
4701246 SUDBURY MA 01776 SFD 7.375 6.750 $3,722.74 360 1-Mar-28 $538,177.21
4701253 WARRENTON VA 20187 SFD 7.000 6.733 $1,756.40 360 1-Apr-28 $263,783.60
4701319 NEWTON MA 02158 LCO 7.750 6.750 $2,485.96 360 1-Apr-28 $346,755.08
4701320 SPRINGFIELD MO 65804 SFD 7.250 6.750 $1,939.09 360 1-Apr-28 $284,028.25
4701376 LOS ANGELES CA 90024 SFD 7.375 6.750 $3,004.44 360 1-Mar-28 $434,335.95
4701533 WARREN NJ 07059 SFD 7.500 6.750 $2,118.97 360 1-Apr-28 $302,825.09
4701598 MECHANICSVILLE VA 23116 SFD 7.250 6.750 $3,706.27 360 1-Mar-28 $542,449.77
4701623 MARLBORO TWP NJ 07751 SFD 7.375 6.750 $2,679.82 360 1-Apr-28 $387,704.76
4702145 SAN DIEGO CA 92131 PUD 7.500 6.750 $2,107.79 360 1-Apr-28 $301,226.27
4702255 PHILADELPHIA PA 19103 SFD 7.375 6.750 $3,315.24 360 1-May-28 $480,000.00
4702440 COLLIERVILLE TN 38107 SFD 7.125 6.750 $1,974.00 360 1-Mar-28 $292,529.98
4702667 PARK CITY UT 84060 SFD 7.125 6.750 $2,075.05 360 1-Mar-28 $307,505.94
4702842 SOUTH LION MI 48178 LCO 7.750 6.750 $2,114.85 360 1-Apr-28 $294,991.65
4703061 SOUTHLAKE TX 76092 SFD 7.375 6.750 $4,144.06 360 1-Mar-28 $599,084.07
4703080 DALLAS TX 75248 SFD 7.500 6.750 $4,544.89 360 1-Mar-28 $649,032.21
4703309 EAST WILLISTON NY 11596 SFD 7.000 6.733 $1,995.91 360 1-Mar-28 $299,506.75
4703451 COLLEYVILLE TX 76034 SFD 7.500 6.750 $1,510.31 360 1-Feb-28 $215,516.06
4703824 LAKE ARROWHEAD CA 92352 SFD 7.625 6.750 $2,148.16 360 1-Mar-28 $303,007.09
4703869 LOS ANGELES CA 90024 SFD 7.375 6.750 $3,038.97 360 1-Mar-28 $439,328.33
4703946 GLEN ELLYN IL 60137 SFD 7.250 6.750 $2,149.83 240 1-Mar-18 $270,752.63
4703950 RAPID CITY SD 57702 SFD 7.375 6.750 $1,899.36 360 1-Apr-28 $274,790.74
4703957 REDONDO BEACH CA 90278 LCO 7.500 6.750 $2,133.66 360 1-Feb-28 $304,466.33
4704013 NORTHPORT NY 11768 SFD 7.625 6.750 $1,415.59 360 1-Mar-28 $199,121.44
4704075 SOUTHLAKE TX 76092 SFD 7.375 6.750 $3,246.18 360 1-Apr-28 $469,642.36
4704312 IRVINE CA 92720 SFD 7.750 6.750 $2,199.39 360 1-Mar-28 $306,565.24
4704364 WEST HILLS CA 91304 SFD 7.625 6.750 $1,854.42 360 1-Apr-28 $261,810.37
4704662 VILLA PARK CA 92861 SFD 7.250 6.750 $3,611.45 360 1-Mar-28 $528,482.44
4704688 PALOS VERDES PENINSU CA 90274 SFD 7.375 6.750 $2,451.90 360 1-Apr-28 $354,729.87
4704864 PRIOR LAKE MN 55372 SFD 6.750 6.483 $2,334.95 360 1-Mar-28 $359,064.92
4704959 RENTON WA 98058 SFD 7.375 6.750 $1,643.12 360 1-Feb-28 $237,353.58
4705027 NEW CANAAN CT 06840 SFD 7.500 6.750 $2,489.29 240 1-Apr-18 $308,441.96
4705164 LOS ANGELES CA 90064 SFD 7.375 6.750 $3,418.84 360 1-Mar-28 $494,244.37
4705334 LA MESA CA 91941 SFD 7.875 6.750 $1,892.44 360 1-Apr-28 $260,820.37
4705655 KATONAH NY 10536 SFD 7.000 6.733 $1,832.91 360 1-May-28 $275,500.00
4705870 DOYLESTOWN PA 18901 SFD 7.000 6.733 $2,147.60 360 1-Apr-28 $322,535.40
4706068 WYCKOFF NJ 07481 SFD 7.000 6.733 $2,240.08 360 1-May-28 $336,700.00
4706114 MOORESTOWN NJ 08057 SFD 7.750 6.750 $2,450.13 360 1-Mar-28 $341,515.68
4706197 MORRIS TOWNSHIP NJ 07960 SFD 7.625 6.750 $2,194.16 360 1-Apr-28 $309,775.63
4706330 TULSA OK 74105 SFD 7.125 6.750 $3,503.34 360 1-Mar-28 $519,165.85
4706426 BIRMINGHAM AL 35242 SFD 7.500 6.750 $1,783.00 360 1-May-28 $255,000.00
4706742 SUGAR LAND TX 77478 SFD 7.375 6.750 $843.32 360 1-Mar-28 $121,755.96
4707062 WESTLAKE VILLAGE CA 91362 PUD 7.500 6.750 $4,537.91 360 1-Mar-28 $648,033.67
4707169 RYE NY 10580 SFD 7.000 6.733 $1,995.91 360 1-Apr-28 $299,754.09
4707174 BLOOMINGTON MN 55438 SFD 7.125 6.750 $1,576.51 360 1-Apr-28 $233,812.87
4707280 ASHBURN VA 20148 SFD 7.625 6.750 $1,881.32 360 1-Apr-28 $265,607.62
4707296 RICHMOND TX 77469 SFD 7.875 6.750 $500.30 360 1-Feb-28 $68,856.61
4707396 JOPLIN MO 64804 SFD 7.000 6.733 $2,168.89 360 1-Apr-28 $325,732.78
4707456 BATAVIA IL 60510 SFD 7.500 6.750 $1,787.19 360 1-Mar-28 $255,219.43
4707651 FREEHOLD NJ 07728 SFD 7.250 6.750 $1,185.57 240 1-Apr-18 $149,720.68
4707694 MADISON NJ 07940 SFD 7.000 6.733 $3,326.52 360 1-Apr-28 $499,590.15
4707727 NEW CASTLE CO 81647 SFD 7.375 6.750 $1,893.49 360 1-Apr-28 $273,941.39
4707745 ARLINGTON VA 22201 THS 7.125 6.750 $2,910.47 360 1-Apr-28 $431,654.53
4707769 MANHATTAN BEACH CA 90266 SFD 7.500 6.750 $3,188.42 360 1-Mar-28 $455,321.04
4707839 SAN ACACIO CO 81151 SFD 7.625 6.750 $731.86 360 1-Mar-28 $103,223.45
4707987 RYE BROOK NY 10573 SFD 7.125 6.750 $3,018.26 360 1-Mar-28 $447,281.35
4708098 LOS ANGELES CA 90024 SFD 7.625 6.750 $2,342.80 360 1-Mar-28 $330,519.34
4708201 TAMPA FL 33615 SFD 7.625 6.750 $2,371.11 360 1-Feb-28 $334,267.97
4708243 HUNTINGTON STATION NY 11746 SFD 7.125 6.750 $929.74 360 1-May-28 $138,000.00
4708480 MINNETONKA MN 55345 SFD 7.250 6.750 $1,848.70 360 1-Mar-28 $270,361.94
4708635 LOS ANGELES CA 90049 SFD 7.500 6.750 $3,496.07 360 1-Mar-28 $499,255.54
4708646 SAN GABRIEL CA 91775 SFD 7.625 6.750 $2,123.74 360 1-Apr-28 $299,832.83
4708650 CALABASAS CA 91302 SFD 7.500 6.750 $3,985.52 360 1-Apr-28 $569,576.98
4708657 AMES IA 50010 SFD 7.000 6.733 $943.07 360 1-Apr-28 $141,633.80
4708661 MALIBU CA 90265 SFD 7.500 6.750 $5,593.72 360 1-Apr-28 $799,406.28
4708739 HERNDON VA 20170 SFD 7.625 6.750 $2,044.82 360 1-May-28 $288,900.00
4708857 LAGUNA BEACH CA 92651 SFD 7.625 6.750 $3,114.29 360 1-Mar-28 $439,361.06
4708875 KEW GARDENS NY 11415 SFD 8.000 6.750 $2,047.21 360 1-May-28 $279,000.00
4708993 TRAVERSE CITY MI 49684 SFD 7.250 6.750 $634.43 360 1-Apr-28 $92,927.45
4709162 GEARHART OR 97138 SFD 7.625 6.750 $2,579.91 360 1-May-28 $364,500.00
4709177 VIRGINIA BEACH VA 23451 SFD 7.250 6.750 $2,073.13 360 1-Mar-28 $303,424.43
4709236 WANAQUE NJ 07465 SFD 7.750 6.750 $838.20 360 1-Apr-28 $116,917.42
4709274 LITTLE RIVER SC 29566 LCO 7.500 6.750 $692.23 360 1-Apr-28 $98,926.52
4709312 ALEXANDRIA VA 22314 SFD 7.500 6.750 $3,496.07 360 1-Apr-28 $499,628.93
4709350 LOS ALAMITOS CA 90720 SFD 8.000 6.750 $2,032.53 360 1-Apr-28 $276,814.14
4709378 LAWRENCE KS 66049 SFD 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4709404 NIWOT CO 80503 SFD 7.375 6.750 $2,002.96 360 1-Apr-28 $289,779.33
4709433 MORRISTOWN NJ 07960 SFD 7.875 6.750 $1,768.44 360 1-Apr-28 $243,732.16
4709442 SUWANEE GA 30174 SFD 7.625 6.750 $1,468.32 360 1-Apr-28 $207,299.85
4709542 SAN JOSE CA 95121 THS 6.875 6.608 $998.54 360 1-Apr-28 $151,872.29
4710015 MOUNT VERNON NY 10552 SFD 7.375 6.750 $1,740.51 360 1-Apr-28 $251,808.24
4710033 WOODBRIDGE CT 06525 SFD 7.250 6.750 $1,637.23 360 1-Apr-28 $239,812.77
4710041 ORONO MN 55391 SFD 7.250 6.750 $2,128.39 360 1-Mar-28 $311,511.75
4710049 LITTLETON CO 80127 PUD 7.875 6.750 $1,825.37 360 1-Mar-28 $251,393.03
4710058 OMAHA NE 68118 SFD 7.250 6.750 $2,895.84 360 1-Apr-28 $424,168.85
4710083 ANDERSON IN 46011 SFD 7.125 6.750 $1,530.35 360 1-Apr-28 $226,968.35
4710085 SPOKANE WA 99223 SFD 7.625 6.750 $3,715.92 360 1-Apr-28 $524,620.02
4710423 NEW YORK NY 10019 HCO 7.125 6.750 $3,469.66 360 1-Apr-28 $514,349.03
4710542 CREVE COEUR MO 63146 SFD 7.500 6.750 $1,957.80 360 1-Mar-28 $279,583.10
4711145 ALISO VIEJO CA 92656 SFD 7.875 6.750 $1,644.46 360 1-Dec-27 $226,009.27
4711233 SHADY SIDE MD 20764 SFD 7.500 6.750 $1,845.93 360 1-Dec-27 $262,401.04
4711284 CLIFTON VA 20124 SFD 8.000 6.750 $2,971.75 360 1-Apr-28 $404,728.25
4711303 WALNUT CA 91789 SFD 7.625 6.750 $1,698.71 360 1-Apr-28 $239,826.29
4711344 ALPINE CA 91901 SFD 7.375 6.750 $1,671.44 360 1-Apr-28 $241,815.85
4711402 BLOOMFIELD HILLS MI 48304 SFD 7.625 6.750 $1,875.66 360 1-Mar-28 $264,615.18
4711494 WESTPORT CT 06880 SFD 7.000 6.733 $2,661.21 360 1-Apr-28 $399,672.12
4711535 CANDIA NH 03034 SFD 7.375 6.750 $2,314.11 240 1-Apr-18 $289,468.18
4711580 IRVINGTON NY 10533 SFD 7.875 6.750 $4,712.95 360 1-Apr-28 $649,552.68
4711663 PROVIDENCE RI 02906 SFD 7.125 6.750 $1,897.20 360 1-Apr-28 $281,374.80
4711962 CHARLESTON SC 29401 SFD 8.250 6.750 $4,507.60 360 1-Mar-28 $599,232.17
4712164 PLYMOUTH MN 55446 SFD 7.250 6.750 $1,673.57 360 1-Apr-28 $245,135.61
4712259 BETHESDA MD 20816 SFD 7.250 6.750 $2,906.08 360 1-Mar-28 $425,333.33
4712263 PHILADELPHIA PA 19119 SFD 7.000 6.733 $1,703.18 360 1-May-28 $256,000.00
4712293 DURANGO CO 81301 SFD 7.250 6.750 $1,705.45 360 1-Apr-28 $249,804.97
4712315 NOYACK NY 11963 SFD 7.875 6.750 $1,450.14 360 1-Apr-28 $199,862.36
4712316 POTOMAC MD 20854 SFD 7.250 6.750 $3,260.81 360 1-Apr-28 $477,627.11
4712320 WALPOLE MA 02081 SFD 7.750 6.750 $2,507.45 360 1-Apr-28 $349,752.97
4712330 GOLDEN VALLEY MN 55416 SFD 7.500 6.750 $1,765.17 360 1-Mar-28 $252,074.12
4712339 COLUMBIA MO 65203 SFD 7.500 6.750 $2,657.02 360 1-Apr-28 $379,717.98
4712354 CRANBURY NJ 08512 SFD 7.125 6.750 $1,953.78 360 1-Apr-28 $289,768.10
4712393 WAYLAND MA 01778 SFD 7.500 6.750 $1,992.77 360 1-May-28 $285,000.00
4712465 ROLLING HILLS ESTATES CA 90274 SFD 7.625 6.750 $2,647.15 360 1-Apr-28 $373,729.31
4712468 CAMPBELL CA 94043 PUD 7.625 6.750 $1,755.33 360 1-May-28 $248,000.00
4712487 LEEDS MA 01053 SFD 7.625 6.750 $2,314.49 360 1-Apr-28 $326,763.32
4712552 MIDLOTHIAN VA 23112 SFD 7.375 6.750 $1,657.63 360 1-Apr-28 $239,817.37
4712677 MUKILTEO WA 98275 SFD 7.250 6.750 $2,302.34 360 1-Apr-28 $337,236.72
4712904 MORRISTOWN NJ 07960 SFD 7.875 6.750 $3,643.48 360 1-Apr-28 $502,154.18
4712932 BIGFORK MT 59911 SFD 7.375 6.750 $4,489.39 360 1-Apr-28 $647,603.46
4712935 MACON GA 31220 SFD 7.750 6.750 $561.67 360 1-Feb-28 $78,232.93
4713323 MANHATTAN BEACH CA 90266 SFD 7.750 6.750 $4,457.52 360 1-Apr-28 $621,760.85
4713373 WAYLAND MA 01778 SFD 7.625 6.750 $1,776.57 360 1-Apr-28 $250,818.33
4713402 POWAY CA 92064 SFD 7.875 6.750 $1,722.77 360 1-Sep-27 $236,261.39
4713486 HO-HO-KUS NJ 07423 SFD 7.875 6.750 $1,801.99 300 1-Apr-23 $235,746.76
4713597 DANVILLE CA 94506 SFD 7.500 6.750 $2,240.99 360 1-Apr-28 $320,262.14
4713738 TARZANA CA 91356 SFD 7.750 6.750 $2,837.71 360 1-Mar-28 $395,539.07
4713810 ROLLINS MT 59931 SFD 7.500 6.750 $1,783.70 360 1-Apr-28 $254,294.38
4713899 WAUKESHA WI 53188 SFD 7.875 6.750 $1,841.68 360 1-Apr-28 $253,825.20
4713942 PLYMOUTH MN 55446 SFD 7.375 6.750 $1,920.08 360 1-Apr-28 $277,788.46
4714166 BROOKLYN NY 11235 SFD 7.625 6.750 $2,208.32 360 1-May-28 $312,000.00
4714186 WAYNE NJ 07470 SFD 7.250 6.750 $1,705.10 360 1-Apr-28 $249,755.01
4714198 DEERFIELD IL 60015 SFD 7.750 6.750 $1,604.77 360 1-Dec-27 $223,199.20
4714233 WEST LINN OR 97068 SFD 7.500 6.750 $1,541.77 360 1-Nov-27 $219,420.84
4714236 WASHINGTON DC 20009 SFD 7.000 6.733 $2,687.82 360 1-Apr-28 $403,668.85
4714294 DAYTON MN 55327 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4714335 SPEONK NY 11972 SFD 7.500 6.750 $867.03 360 1-Apr-28 $123,907.97
4714415 LONG GROVE IL 60047 SFD 7.875 6.750 $2,624.76 360 1-Sep-27 $359,812.31
4714489 SIMI VALLEY CA 93065 SFD 7.625 6.750 $714.88 360 1-Apr-28 $100,926.89
4714529 ELLICOTT CITY MD 21042 SFD 7.625 6.750 $2,725.01 360 1-Apr-28 $384,721.35
4714684 SALEM OR 97301 SFD 7.500 6.750 $1,762.03 360 1-Apr-28 $251,812.97
4714696 AUSTIN TX 78746 SFD 7.875 6.750 $1,993.95 360 1-Oct-27 $273,648.79
4714856 WILTON CT 06897 SFD 7.375 6.750 $2,244.70 360 1-Apr-28 $324,752.70
4714871 CUPERTINO CA 95014 SFD 7.500 6.750 $2,768.89 360 1-Apr-28 $395,706.11
4715151 GERMANTOWN TN 38139 SFD 7.500 6.750 $1,685.11 360 1-Mar-28 $240,641.16
4715182 LEBANON BOROUGH NJ 08833 SFD 7.125 6.750 $1,751.67 360 1-Apr-28 $259,792.08
4715192 DETROIT MI 48203 SFD 7.750 6.750 $2,409.50 300 1-Apr-23 $318,650.71
4715218 LOS ANGELES CA 90049 SFD 7.750 6.750 $4,262.66 360 1-Apr-28 $594,580.05
4715516 FAIRFAX STATION VA 22039 SFD 7.375 6.750 $1,864.83 360 1-Apr-28 $269,794.54
4715729 CHINO HILLS CA 91709 PUD 7.375 6.750 $2,762.71 360 1-Apr-28 $399,695.62
4715737 PORT WASHINGTON NY 11050 SFD 7.625 6.750 $3,008.13 360 1-May-28 $425,000.00
4715778 LONG BEACH CA 90803 SFD 7.375 6.750 $1,768.13 360 1-May-28 $256,000.00
4715812 EAST HAMPTON NY 11937 SFD 7.625 6.750 $2,760.40 360 1-May-28 $390,000.00
4715878 SIERRA MADRE CA 91024 SFD 7.250 6.750 $1,739.55 360 1-May-28 $255,000.00
4716060 ATLANTA GA 30327 SFD 7.125 6.750 $2,910.47 360 1-Apr-28 $431,654.53
4716216 SCITUATE MA 02066 SFD 7.125 6.750 $1,980.73 360 1-Apr-28 $293,764.90
4716282 HUNTINGTON BEACH CA 92649 SFD 7.500 6.750 $4,251.22 360 1-Mar-28 $607,094.74
4716366 JEFFERSON LA 70121 SFD 7.625 6.750 $934.29 360 1-Apr-28 $131,904.46
4716566 SEATTLE WA 98109 SFD 7.250 6.750 $1,637.22 360 1-Mar-28 $239,624.43
4716792 WARREN NJ 07059 SFD 7.250 6.750 $2,046.53 360 1-May-28 $300,000.00
4716820 MONTGOMERY TOWNSHIP NJ 08502 SFD 7.875 6.750 $1,974.36 360 1-Apr-28 $272,112.61
4717127 SANTA BARBARA CA 93111 SFD 7.750 6.750 $2,005.96 360 1-May-28 $280,000.00
4717166 NORTH ANDOVER MA 01845 SFD 7.000 6.733 $1,995.91 360 1-Apr-28 $299,754.09
4717274 SILVER SPRING MD 20902 THS 8.125 6.750 $1,446.02 360 1-Mar-28 $194,494.34
4717297 FAIRFIELD CT 06430 SFD 7.625 6.750 $1,681.72 360 1-Apr-28 $237,428.03
4717314 CENTEREACH NY 11720 SFD 8.000 6.750 $587.02 360 1-May-28 $80,000.00
4717421 NEWARK MD 21841 SFD 7.750 6.750 $2,579.09 360 1-May-28 $360,000.00
4717434 ALPHARETTA GA 30022 SFD 8.000 6.750 $6,970.76 360 1-Apr-28 $949,362.58
4717485 PEORIA IL 61615 SFD 7.500 6.750 $2,740.93 360 1-Apr-28 $391,709.07
4717529 NORTH HILLS NY 11576 PUD 7.625 6.750 $3,185.07 360 1-Apr-28 $449,674.31
4717624 KENT CT 06757 SFD 7.000 6.733 $2,375.13 360 1-May-28 $357,000.00
4717734 CLIFTON VA 20124 SFD 8.125 6.750 $2,561.62 360 1-Sep-27 $335,000.06
4717750 NORWELL MA 02061 SFD 7.000 6.733 $2,345.19 360 1-Apr-28 $352,211.06
4717817 PALATINE IL 60067 SFD 8.000 6.750 $2,142.60 360 1-Dec-27 $291,007.19
4717842 PRINCETON JUNCTION NJ 08550 SFD 7.500 6.750 $2,002.56 360 1-Apr-28 $286,187.44
4717993 LUTZ FL 33549 SFD 7.875 6.750 $3,879.12 360 1-Mar-28 $534,261.22
4718131 FREDERICK MD 21703 SFD 7.500 6.750 $1,950.94 300 1-May-23 $264,000.00
4718204 MT AIRY MD 21771 SFD 7.500 6.750 $1,692.10 360 1-Apr-28 $241,820.40
4718345 ESCONDIDO CA 92029 SFD 8.000 6.750 $2,450.78 360 1-Jan-28 $333,094.55
4718378 SIMI VALLEY CA 93065 SFD 7.625 6.750 $2,059.68 360 1-Dec-27 $289,828.49
4718440 DARIEN CT 06820 SFD 7.500 6.750 $2,097.64 360 1-Mar-28 $299,553.33
4718453 OLNEY MD 20832 SFD 7.625 6.750 $1,656.24 360 1-Dec-27 $233,142.35
4718481 AKRON OH 44303 SFD 7.375 6.750 $1,889.69 360 1-Apr-28 $273,391.81
4718490 WESTON CT 06883 SFD 7.500 6.750 $2,712.96 360 1-Mar-28 $387,422.28
4718506 EATONVILLE WA 98328 SFD 7.375 6.750 $1,830.29 360 1-Apr-28 $264,798.36
4718526 RALEIGH NC 27615 SFD 7.375 6.750 $1,678.00 360 1-May-28 $242,950.00
4718568 GREENWOOD IN 46143 SFD 7.375 6.750 $2,005.03 360 1-Apr-28 $290,079.11
4718609 COTO DE CAZA CA 92769 SFD 8.250 6.750 $2,187.69 360 1-Nov-27 $290,066.54
4718610 MILL VALLEY CA 94941 SFD 7.375 6.750 $3,798.72 360 1-May-28 $550,000.00
4718627 SUFFIELD CT 06078 SFD 7.375 6.750 $2,928.46 360 1-May-28 $424,000.00
4718773 KEARNEY MO 64060 SFD 7.000 6.733 $2,195.50 360 1-May-28 $330,000.00
4718776 MITCHELLVILLE MD 20716 SFD 6.750 6.483 $2,608.05 240 1-Apr-18 $342,015.72
4719013 KENSINGTON MD 20895 SFD 7.500 6.750 $2,293.42 360 1-Apr-28 $327,756.58
4719020 PRINCETON NJ 08540 SFD 7.500 6.750 $3,356.23 360 1-Apr-28 $479,643.77
4719085 HARRISBURG PA 17112 SFD 7.125 6.750 $2,115.48 360 1-Nov-27 $311,044.48
4719095 MISSION VIEJO CA 92691 SFD 7.875 6.750 $1,696.67 360 1-Dec-27 $233,184.14
4719135 WALNUT CREEK CA 94598 SFD 7.500 6.750 $1,922.84 360 1-Apr-28 $274,795.91
4719228 SOUTHAMPTON NY 11968 SFD 7.875 6.750 $1,812.68 360 1-May-28 $250,000.00
4719364 JOPLIN MO 64804 SFD 7.375 6.750 $1,753.62 360 1-Apr-28 $253,706.81
4719384 TORRANCE CA 90505 SFD 8.000 6.750 $2,001.71 360 1-Mar-28 $272,432.70
4719422 MEQUON WI 53092 SFD 7.875 6.750 $1,870.68 360 1-Mar-28 $257,443.07
4719424 AGOURA HILLS CA 91301 PUD 7.750 6.750 $4,585.04 360 1-Apr-28 $639,548.29
4719470 BOYNTON BEACH FL 33436 SFD 7.750 6.750 $1,755.21 360 1-Nov-27 $242,707.66
4719591 AUSTIN TX 78738 SFD 7.250 6.750 $1,923.74 360 1-Mar-28 $281,558.69
4719740 KANSAS CITY MO 64151 SFD 7.125 6.750 $2,930.68 360 1-Feb-28 $433,950.19
4719798 ATLANTA GA 30309 HCO 6.875 6.608 $1,589.12 360 1-Apr-28 $241,696.77
4719856 AURORA CO 80015 PUD 7.250 6.750 $1,587.77 360 1-Apr-28 $232,568.43
4719880 NEW YORK NY 10012 HCO 7.625 6.750 $2,399.43 360 1-Apr-28 $338,754.63
4720212 CHARLESTON SC 29410 SFD 7.000 6.733 $1,729.79 360 1-Apr-28 $258,661.54
4720230 WASHINGTON DC 20015 SFD 7.750 6.750 $1,791.03 360 1-Mar-28 $249,645.97
4720309 SUMMIT NJ 07901 SFD 7.375 6.750 $1,630.00 360 1-Apr-28 $235,820.42
4720381 PRINCETON NJ 08540 SFD 7.500 6.750 $2,202.53 360 1-Apr-28 $314,766.22
4720452 NEW YORK NY 10016 HCO 7.125 6.750 $2,114.13 360 1-May-28 $313,800.00
4720457 WAYNE NJ 07470 SFD 7.875 6.750 $1,848.93 360 1-May-28 $255,000.00
4720524 TEWKSBURY NJ 07830 SFD 7.000 6.733 $1,756.40 360 1-May-28 $264,000.00
4720565 WHITESTONE NY 11357 MF2 7.375 6.750 $2,210.17 360 1-Apr-28 $319,756.50
4720571 BETHESDA MD 20816 SFD 7.500 6.750 $2,517.18 360 1-May-28 $360,000.00
4720573 DANVILLE CA 94506 SFD 7.250 6.750 $1,869.17 360 1-Apr-28 $273,786.25
4720576 WICHITA KS 67230 SFD 7.000 6.733 $3,120.27 360 1-Apr-28 $468,615.56
4720588 SAN JOSE CA 95128 LCO 7.500 6.750 $699.22 360 1-Nov-27 $99,547.67
4720641 CHULA VISTA CA 91910 SFD 7.500 6.750 $864.93 360 1-Jan-28 $123,329.33
4720691 MERCER ISLAND WA 98040 SFD 7.250 6.750 $1,650.19 360 1-Apr-28 $241,711.29
4720778 NEW CANAAN CT 06840 SFD 7.625 6.750 $2,468.08 360 1-Apr-28 $348,447.62
4720808 SARATOGA CA 95070 SFD 8.125 6.750 $1,900.79 360 1-Jan-28 $255,322.63
4720817 LOS ALTOS CA 94024 SFD 7.875 6.750 $3,295.44 360 1-Jan-28 $453,236.51
4720887 MONTCLAIR NJ 07042 SFD 7.750 6.750 $2,256.70 360 1-Apr-28 $314,777.67
4720992 NORTH BABYLON NY 11703 SFD 7.375 6.750 $621.61 360 1-May-28 $90,000.00
4721040 SAN FRANCISCO CA 94116 SFD 7.375 6.750 $2,023.68 360 1-Apr-28 $292,777.05
4721242 BROOKLYN NY 11236 MF2 8.000 6.750 $852.64 360 1-Nov-27 $114,820.27
4721259 BURBANK CA 91505 SFD 7.750 6.750 $673.43 360 1-Dec-27 $93,663.56
4721272 WALNUT CA 91789 SFD 7.500 6.750 $1,982.28 360 1-Apr-28 $283,289.60
4721318 SANTA ROSA CA 95403 SFD 7.800 6.750 $1,029.42 360 1-Nov-27 $142,390.66
4721427 SALINAS CA 93907 SFD 8.000 6.750 $1,094.78 360 1-Nov-27 $148,422.60
4721498 NEW YORK NY 10021 COP 7.750 6.750 $2,579.09 360 1-May-28 $360,000.00
4721716 UPLAND CA 91784 SFD 7.400 6.750 $999.11 360 1-Dec-27 $143,746.93
4721805 SALT LAKE CITY UT 84121 SFD 7.625 6.750 $2,204.78 360 1-Apr-28 $311,274.54
4721853 SAN DIEGO CA 92131 SFD 7.450 6.750 $834.96 360 1-Jan-28 $119,636.79
4721872 NORTH MERRICK NY 11566 SFD 7.750 6.750 $659.10 360 1-Apr-28 $91,935.07
4721938 AVENTURA FL 33180 LCO 7.650 6.750 $429.26 360 1-Nov-27 $60,234.27
4722046 LAGUNA HILLS CA 92653 SFD 7.750 6.750 $1,877.01 360 1-Apr-28 $261,815.07
4722056 KIRKLAND WA 98033 SFD 7.625 6.750 $2,286.18 360 1-May-28 $323,000.00
4722111 ATLANTA GA 30342 SFD 7.375 6.750 $6,768.62 360 1-May-28 $980,000.00
4722400 ATASCADERO CA 93422 SFD 7.625 6.750 $2,123.38 360 1-Apr-28 $299,782.87
4722505 CHERRY HILL NJ 08003 SFD 8.375 6.750 $2,284.78 360 1-Sep-27 $296,945.23
4722579 LAWTON OK 73505 SFD 7.375 6.750 $1,978.09 360 1-Apr-28 $286,182.08
4722624 ST. LOUIS PARK MN 55416 SFD 7.375 6.750 $1,740.51 360 1-Mar-28 $251,615.30
4722631 WALESKA GA 30183 SFD 7.375 6.750 $1,830.29 360 1-Mar-28 $264,595.47
4722763 CARMEL CA 93923 SFD 7.250 6.750 $2,188.42 360 1-Feb-28 $320,044.69
4722784 CLARKSVILLE MD 21029 SFD 7.125 6.750 $1,637.14 360 1-Apr-28 $242,805.67
4722785 CASTRO VALLEY CA 94546 SFD 7.000 6.733 $2,102.36 360 1-Mar-28 $315,480.43
4722836 CALABASAS CA 91302 SFD 7.500 6.750 $2,345.87 360 1-May-28 $335,500.00
4723021 BERNARDSVILLE NJ 07924 SFD 7.625 6.750 $5,995.01 360 1-May-28 $847,000.00
4723041 ALBUQUERQUE NM 87114 SFD 7.250 6.750 $2,182.97 360 1-Apr-28 $319,550.36
4723046 DIX HILLS NY 11746 SFD 7.250 6.750 $2,586.14 360 1-May-28 $379,100.00
4723171 WARREN NJ 07059 SFD 7.375 6.750 $2,762.71 360 1-May-28 $400,000.00
4723183 AWENDAW SC 29429 SFD 7.375 6.750 $2,044.40 360 1-Apr-28 $295,774.77
4723196 SULLIVANS ISLAND SC 29482 SFD 7.750 6.750 $1,848.35 360 1-Apr-28 $257,817.90
4723280 SAN DIEGO CA 92130 LCO 7.125 6.750 $1,852.39 360 1-Mar-28 $274,508.94
4723290 SEATTLE WA 98112 SFD 7.375 6.750 $2,382.83 360 1-Apr-28 $344,737.49
4723291 DIXON CA 95620 SFD 7.250 6.750 $1,625.29 360 1-Apr-28 $238,064.14
4723364 SELDEN NY 11784 SFD 7.375 6.750 $1,160.34 360 1-May-28 $168,000.00
4723378 BELLEVILLE IL 62221 SFD 7.750 6.750 $2,349.83 360 1-Apr-28 $327,768.51
4723379 NEW YORK NY 10028 COP 7.625 6.750 $982.07 360 1-Apr-28 $138,649.57
4723402 LONG VALLEY NJ 07853 SFD 7.875 6.750 $2,457.99 360 1-Apr-28 $338,766.70
4723425 PARK CITY UT 84060 SFD 7.375 6.750 $1,871.73 360 1-Apr-28 $270,793.79
4723502 MARIETTA GA 30062 SFD 7.500 6.750 $1,712.38 360 1-Mar-28 $244,535.35
4723558 PLAINVIEW NY 11803 SFD 7.625 6.750 $849.36 360 1-Apr-28 $119,913.14
4723559 FRISCO TX 75034 SFD 7.500 6.750 $1,759.23 360 1-Mar-28 $251,034.60
4723569 MISSION VIEJO CA 92692 SFD 7.750 6.750 $1,923.57 360 1-Apr-28 $268,310.49
4723574 PHOENIX AZ 85028 SFD 7.500 6.750 $1,748.04 360 1-Apr-28 $249,814.46
4723614 NEWPORT BEACH CA 92660 PUD 7.375 6.750 $2,179.09 360 1-May-28 $315,500.00
4723713 HIGHLAND PARK TX 75205 SFD 7.250 6.750 $2,046.87 360 1-Mar-28 $299,580.45
4723721 CALABASAS CA 91302 SFD 7.750 6.750 $2,790.43 360 1-Apr-28 $389,225.09
4723725 HUNTINGTON BEACH CA 92648 SFD 7.625 6.750 $4,232.26 360 1-Mar-28 $596,779.78
4723772 MARSHALL VA 20115 SFD 7.000 6.733 $1,756.40 360 1-Apr-28 $263,783.60
4723855 GAITHERSBURG MD 20878 SFD 7.000 6.733 $3,086.34 360 1-May-28 $463,900.00
4723878 KEY COLONY BEACH FL 33051 SFD 7.875 6.750 $924.47 360 1-May-28 $127,500.00
4723929 PLEASANTVILLE NY 10570 SFD 7.500 6.750 $3,579.98 360 1-May-28 $512,000.00
4723977 ANN ARBOR MI 48104 SFD 7.250 6.750 $1,879.40 360 1-May-28 $275,500.00
4723981 AGOURA HILLS CA 91301 SFD 7.375 6.750 $2,072.03 360 1-Apr-28 $299,771.72
4724087 DALY CITY CA 94015 SFD 7.625 6.750 $1,879.19 360 1-Feb-28 $264,919.86
4724352 LOS ANGELES CA 90019 SFD 8.125 6.750 $2,080.15 360 1-Apr-28 $279,971.73
4724353 PARADISE VALLEY AZ 85253 SFD 7.375 6.750 $2,035.42 360 1-Apr-28 $294,475.76
4724363 OXNARD CA 93035 SFD 7.500 6.750 $2,342.37 360 1-Apr-28 $334,751.38
4724482 SCARSDALE NY 10583 SFD 7.500 6.750 $2,265.46 360 1-May-28 $324,000.00
4724573 GILLETTE WY 82716 SFD 7.375 6.750 $1,709.43 360 1-Apr-28 $247,311.66
4724603 SAN JOSE CA 95120 THS 7.000 6.733 $1,995.91 360 1-Apr-28 $299,754.09
4724762 CARDIFF CA 92007 SFD 7.500 6.750 $2,209.52 360 1-Apr-28 $315,765.48
4724821 HOUMA LA 70360 SFD 7.875 6.750 $461.15 360 1-Apr-28 $63,556.23
4724828 DALLAS TX 75214 SFD 7.750 6.750 $2,521.78 360 1-Mar-28 $351,501.50
4724841 PLYMOUTH MN 55442 LCO 8.000 6.750 $135.01 360 1-Mar-28 $18,375.23
4724854 WEST ORANGE NJ 07052 SFD 7.500 6.750 $2,657.02 360 1-Apr-28 $379,717.98
4724867 NEW CANAAN CT 06840 SFD 7.375 6.750 $4,144.06 360 1-May-28 $600,000.00
4724882 WEST CHESTER PA 19382 SFD 7.500 6.750 $2,237.49 360 1-Apr-28 $319,762.51
4724891 MIDDLETOWN OH 45042 SFD 7.500 6.750 $2,209.52 360 1-Apr-28 $315,765.48
4724924 LA JOLLA CA 92037 SFD 7.000 6.733 $3,326.52 360 1-May-28 $500,000.00
4724964 LA CANADA-FLINTRIDGE CA 91011 SFD 7.125 6.750 $2,344.55 360 1-Mar-28 $347,441.75
4725013 MURPHYS CA 95247 SFD 7.625 6.750 $2,831.18 360 1-Apr-28 $399,710.49
4725120 SOUTH ORANGE NJ 07079 SFD 6.875 6.608 $1,965.86 360 1-May-28 $299,250.00
4725216 LAGUNA NIGUEL CA 92677 SFD 7.125 6.750 $1,993.54 360 1-May-28 $295,900.00
4725294 EAST HAMPTON NY 11937 SFD 7.500 6.750 $1,824.95 360 1-Apr-28 $260,806.30
4725318 MILLERSVILLE MD 21108 SFD 8.250 6.750 $2,150.13 360 1-Feb-28 $285,648.72
4725331 ALEXANDRIA VA 22315 SFD 8.375 6.750 $1,956.43 360 1-Dec-27 $256,588.78
4725478 YORKTOWN HEIGHTS NY 10598 SFD 7.750 6.750 $1,195.52 360 1-Apr-28 $166,757.21
4725497 LINCOLN MA 01773 SFD 7.375 6.750 $2,358.00 240 1-May-18 $295,500.00
4725530 VILLANOVA PA 19085 SFD 7.500 6.750 $2,533.96 360 1-May-28 $362,400.00
4725711 CLIFTON VA 20124 SFD 7.500 6.750 $1,811.67 360 1-Apr-28 $258,907.71
4725765 TULSA OK 74137 SFD 7.500 6.750 $2,768.89 360 1-Apr-28 $395,706.11
4725886 GAITHERSBURG MD 20878 SFD 8.000 6.750 $1,761.04 360 1-Aug-27 $238,511.39
4725890 CUPERTINO CA 95014 SFD 7.500 6.750 $3,328.27 360 1-Apr-28 $475,646.73
4725900 BONITA CA 91902 SFD 7.750 6.750 $2,779.68 360 1-Feb-28 $387,173.14
4725949 RIDGEWOOD NJ 07450 SFD 7.500 6.750 $2,097.65 360 1-May-28 $300,000.00
4725999 SALT LAKE CITY UT 84121 SFD 7.750 6.750 $1,755.21 360 1-Apr-28 $244,827.08
4726084 HOLLISTER CA 95023 SFD 8.000 6.750 $1,799.19 360 1-Feb-28 $244,702.32
4726094 SANTA CRUZ CA 95062 SFD 7.750 6.750 $2,149.24 360 1-Feb-28 $299,360.35
4726166 SAN JOSE CA 95136 SFD 8.125 6.750 $2,484.40 360 1-Jan-28 $333,676.25
4726173 OXFORD GA 30054 SFD 7.500 6.750 $1,767.96 360 1-Mar-28 $252,473.53
4726297 LOS ANGELES CA 90027 SFD 7.250 6.750 $2,285.29 360 1-Apr-28 $334,738.67
4726346 ATLANTA GA 30306 SFD 7.750 6.750 $1,490.14 360 1-Mar-28 $207,705.44
4726352 GIG HARBOR WA 98335 SFD 7.250 6.750 $2,046.53 360 1-Mar-28 $299,530.53
4726528 NORTHRIDGE CA 91326 SFD 7.750 6.750 $1,805.36 360 1-Apr-28 $251,822.14
4726612 WEST WINDSOR TWP NJ 08512 SFD 7.625 6.750 $2,335.72 360 1-May-28 $330,000.00
4726631 PLYMOUTH MN 55447 SFD 7.750 6.750 $1,934.31 360 1-Apr-28 $269,809.44
4726770 COLUMBIA MD 21044 SFD 7.375 6.750 $1,657.63 360 1-Apr-28 $239,817.37
4726789 SAN FRANCISCO CA 94114 LCO 7.250 6.750 $2,217.08 360 1-Apr-28 $324,746.46
4726804 GARDEN CITY NY 11530 SFD 7.250 6.750 $3,318.11 360 1-Apr-28 $486,020.56
4726968 VALENCIA CA 91354 SFD 7.625 6.750 $2,182.84 360 1-Apr-28 $308,176.79
4727064 VIRGINIA BEACH VA 23454 SFD 7.750 6.750 $1,627.34 360 1-Apr-28 $226,989.68
4727089 ANAHEIM CA 92808 SFD 7.875 6.750 $1,345.73 360 1-Mar-28 $185,343.70
4727100 MANHATTAN BEACH CA 90266 SFD 7.625 6.750 $3,362.02 360 1-Apr-28 $474,656.21
4727147 SCOTTSDALE AZ 85258 SFD 7.250 6.750 $2,182.97 360 1-Apr-28 $319,750.36
4727156 GLENWOOD SPRINGS CO 81601 SFD 7.375 6.750 $2,113.47 360 1-Apr-28 $305,767.15
4727172 SANDIA PARK NM 87047 SFD 7.250 6.750 $1,838.47 360 1-Apr-28 $269,289.76
4727173 LAGUNA BEACH CA 92651 SFD 7.875 6.750 $4,517.18 360 1-Feb-28 $621,705.30
4727192 NEW ORLEANS LA 70130 SFD 6.750 6.483 $1,751.21 360 1-Apr-28 $269,767.54
4727225 PLANTATION FL 33325 SFD 7.125 6.750 $2,863.30 360 1-Apr-28 $424,660.14
4727295 SAN JOSE CA 95120 SFD 7.250 6.750 $2,524.06 360 1-Apr-28 $369,711.36
4727449 ESSEX MA 01929 SFD 7.375 6.750 $2,583.48 360 1-May-28 $374,050.00
4727527 FRESNO CA 93711 SFD 7.500 6.750 $2,852.80 360 1-May-28 $408,000.00
4727534 SAN JUAN CAPISTRANO CA 92675 SFD 7.250 6.750 $4,945.78 360 1-Apr-28 $724,434.43
4727581 HIGHLANDS NC 28741 SFD 8.000 6.750 $3,529.41 360 1-Jan-28 $479,696.07
4727583 ST LOUIS MO 63141 SFD 7.375 6.750 $2,080.35 360 1-Mar-28 $300,245.20
4727669 RANCHO PALOS VERDES CA 90275 SFD 7.875 6.750 $2,407.24 360 1-Apr-28 $331,771.51
4727716 EDINA MN 55410 SFD 7.250 6.750 $1,783.21 360 1-May-28 $261,400.00
4727727 ATLANTA GA 30327 SFD 7.250 6.750 $1,877.35 360 1-Apr-28 $274,985.32
4727844 BALTIMORE MD 21128 SFD 7.625 6.750 $2,123.39 360 1-Apr-28 $299,782.86
4727874 GEORGETOWN SC 29440 SFD 7.500 6.750 $2,671.00 360 1-Apr-28 $381,716.50
4728003 DOUGLASTON NY 11362 SFD 7.375 6.750 $2,072.03 360 1-May-28 $300,000.00
4728288 PLANO TX 75074 SFD 7.625 6.750 $461.49 360 1-Mar-28 $65,105.30
4728412 FARMINGTON CT 06032 SFD 7.750 6.750 $1,776.71 360 1-Apr-28 $247,824.96
4728501 ROCKVILLE MD 20853 SFD 7.500 6.750 $660.76 360 1-Mar-28 $94,359.30
4728546 GERMANTOWN TN 38139 SFD 7.500 6.750 $2,548.64 360 1-Apr-28 $364,229.49
4728667 CHANTILLY VA 20151 SFD 7.250 6.750 $1,453.04 360 1-Apr-28 $212,833.84
4728676 COMMERCE TOWNSHIP MI 48382 SFD 7.375 6.750 $1,768.13 360 1-Apr-28 $255,805.20
4728698 CINCINNATI OH 45243 SFD 7.500 6.750 $4,332.33 360 1-Apr-28 $619,140.17
4728704 ISLIP NY 11751 SFD 7.750 6.750 $3,358.19 360 1-Apr-28 $468,419.15
4728811 LITTLE FALLS NJ 07424 SFD 7.875 6.750 $1,081.81 360 1-Apr-28 $149,097.32
4728910 DANVILLE CA 94526 SFD 8.000 6.750 $1,790.39 360 1-Apr-28 $243,836.28
4728932 CROTON ON HUDSON NY 10520 SFD 7.250 6.750 $1,773.66 360 1-May-28 $260,000.00
4728945 OCEAN CITY MD 21842 HCO 8.000 6.750 $591.42 360 1-Apr-28 $80,545.91
4728947 LOS ANGELES CA 90035 SFD 6.875 6.608 $2,141.59 360 1-Apr-28 $325,726.12
4729073 SILVER SPRING MD 20905 SFD 7.500 6.750 $2,309.51 360 1-Apr-28 $330,054.87
4729191 FREMONT CA 94539 SFD 7.500 6.750 $2,524.17 360 1-Apr-28 $360,732.08
4729503 CHICAGO IL 60610 HCO 7.625 6.750 $1,700.13 360 1-Apr-28 $240,026.14
4729545 PENSACOLA FL 32507 SFD 7.500 6.750 $2,167.56 360 1-Apr-28 $309,769.94
4729633 BETHANY BEACH DE 19930 SFD 7.750 6.750 $2,314.02 360 1-May-28 $323,000.00
4729655 NANUET NY 10954 SFD 7.875 6.750 $1,798.17 360 1-Mar-28 $247,657.54
4729692 RIVERSIDE CA 92506 SFD 7.500 6.750 $2,908.74 360 1-Apr-28 $415,691.26
4729719 SAN FRANCISCO CA 94114 LCO 7.750 6.750 $1,805.36 360 1-Apr-28 $251,822.14
4729727 MILPITAS CA 95035 SFD 7.750 6.750 $1,908.52 360 1-Feb-28 $265,329.06
4729736 WESTFIELD IN 46074 SFD 7.875 6.750 $1,914.19 360 1-Apr-28 $263,818.31
4729749 BRIARCLIFF MANOR NY 10510 LCO 7.250 6.750 $2,005.60 360 1-Apr-28 $293,770.65
4729799 CRANBURY NJ 08512 SFD 7.500 6.750 $2,349.37 360 1-Apr-28 $335,750.63
4729889 MERRICK NY 11566 SFD 7.750 6.750 $1,719.39 360 1-Apr-28 $239,830.61
4729945 NORTH DUNEDIN FL 34698 SFD 7.850 6.750 $260.41 360 1-Nov-27 $35,848.08
4729959 BROOKLYN NY 11229 SFD 7.950 6.750 $1,177.22 360 1-Dec-27 $160,646.38
4729996 DELTONA FL 32725 SFD 7.550 6.750 $349.92 360 1-Dec-27 $49,614.71
4730033 ENGLEWOOD FL 34223 LCO 7.750 6.750 $354.63 360 1-Dec-27 $49,323.02
4730068 COCONUT CREEK FL 33073 SFD 7.900 6.750 $946.31 360 1-Dec-27 $129,748.29
4730076 ALEXANDRIA VA 22314 PUD 7.500 6.750 $2,307.41 360 1-Mar-28 $329,508.65
4730086 DALLAS TX 75234 SFD 7.750 6.750 $429.85 360 1-Dec-27 $59,785.51
4730101 LAWRENCE KS 66047 SFD 7.000 6.733 $4,323.80 360 1-Apr-28 $649,367.28
4730108 BROOKLYN NY 11219 SFD 7.700 6.750 $936.12 360 1-Dec-27 $130,808.98
4730128 WILDOMAR CA 92595 SFD 7.900 6.750 $308.90 360 1-Nov-27 $42,272.45
4730157 CHAPPAQUA NY 10514 SFD 7.250 6.750 $2,414.90 360 1-Apr-28 $353,723.84
4730159 THORNWOOD NY 10594 SFD 7.000 6.733 $2,395.09 360 1-Apr-28 $359,704.91
4730174 BARDONIA NY 10954 SFD 7.750 6.750 $1,090.38 360 1-Jan-28 $151,766.13
4730179 MASTIC BEACH NY 11951 SFD 7.850 6.750 $217.01 360 1-Dec-27 $29,894.83
4730209 YONKERS NY 10705 SFD 7.600 6.750 $1,515.24 360 1-Jan-28 $213,969.62
4730241 LOUISVILLE KY 40205 SFD 7.375 6.750 $4,005.92 360 1-Apr-28 $579,558.67
4730242 ISSAQUAH WA 98029 SFD 7.375 6.750 $2,054.07 360 1-Mar-28 $296,946.01
4730266 PORT SAINT LUCIE FL 34952 SFD 7.500 6.750 $363.60 360 1-Jan-28 $51,837.60
4730269 HOLLYWOOD FL 33021 SFD 7.900 6.750 $446.99 360 1-Nov-27 $61,243.12
4730322 FRESNO CA 93720 SFD 7.500 6.750 $1,943.82 360 1-May-28 $278,000.00
4730343 CUPERTINO CA 95014 SFD 7.625 6.750 $2,321.57 360 1-May-28 $328,000.00
4730344 LONG BEACH CA 90803 SFD 7.125 6.750 $1,751.67 360 1-Apr-28 $259,792.08
4730460 HOLLYWOOD FL 33021 SFD 7.750 6.750 $895.52 360 1-Dec-27 $124,350.24
4730524 LOS ANGELES CA 90068 SFD 7.500 6.750 $2,992.64 360 1-Apr-28 $427,682.36
4730527 SEMINOLE FL 33772 SFD 7.900 6.750 $364.86 360 1-Nov-27 $49,989.96
4730585 PHOENIX AZ 85018 SFD 7.625 6.750 $2,264.94 360 1-Mar-28 $319,535.32
4730635 NANUET NY 10954 SFD 8.000 6.750 $2,112.51 360 1-Apr-28 $287,706.82
4730718 HUNTINGTON BEACH CA 92648 SFD 7.625 6.750 $1,832.12 360 1-Jan-28 $258,093.45
4730963 WYCKOFF NJ 07481 SFD 7.375 6.750 $1,892.45 360 1-Apr-28 $273,791.51
4731068 COLUMBIA MD 21044 SFD 7.500 6.750 $1,767.27 360 1-Apr-28 $252,562.42
4731074 MEADOWBROOK PA 19046 SFD 6.875 6.608 $2,522.61 360 1-Apr-28 $383,677.39
4731132 FRISCO TX 75035 SFD 7.350 6.750 $792.32 360 1-Jan-28 $114,611.91
4731226 TARZANA CA 91356 SFD 7.375 6.750 $4,869.26 360 1-Apr-28 $704,463.55
4731242 PLANO TX 75093 SFD 7.750 6.750 $573.13 360 1-Jan-28 $79,771.96
4731288 NOVATO CA 94947 SFD 7.625 6.750 $4,331.70 360 1-Apr-28 $611,557.05
4731395 SAN FRANCISCO CA 94116 SFD 7.875 6.750 $1,667.66 360 1-Apr-28 $229,841.72
4731406 SANTA ANA CA 92705 SFD 7.375 6.750 $2,479.53 360 1-Apr-28 $358,726.82
4731427 MONTCLAIR NJ 07042 SFD 7.250 6.750 $1,944.21 360 1-May-28 $285,000.00
4731453 REDONDO BEACH CA 90278 LCO 7.500 6.750 $1,929.84 360 1-Apr-28 $275,795.16
4731561 NAPLES FL 34102 LCO 7.500 6.750 $671.25 360 1-Jan-28 $95,712.32
4731571 SILVERTON OR 97381 SFD 8.150 6.750 $721.93 360 1-Jan-28 $96,744.87
4731583 GLADSTONE OR 97027 SFD 7.500 6.750 $419.53 360 1-Dec-27 $59,774.55
4731600 HOLLYWOOD FL 33019 HCO 8.200 6.750 $347.71 360 1-Dec-27 $46,348.14
4731610 MIAMI BEACH FL 33140 SFD 7.850 6.750 $449.92 360 1-Dec-27 $61,982.03
4731613 BOYNTON BEACH FL 33426 SFD 7.700 6.750 $253.82 360 1-Nov-27 $35,445.22
4731618 WYCKOFF NJ 07481 SFD 7.625 6.750 $2,562.21 360 1-Apr-28 $361,738.00
4731637 PALOS VERDES PENINSULA CA 90274 SFD 7.500 6.750 $1,199.16 360 1-Jan-28 $170,986.07
4731645 COLLEYVILLE TX 76034 SFD 7.800 6.750 $1,451.26 360 1-Nov-27 $200,740.99
4731647 WILTON MANORS FL 33305 SFD 7.700 6.750 $178.25 360 1-Nov-27 $24,891.28
4731805 ARLINGTON VA 22201 SFD 7.625 6.750 $1,806.29 360 1-Apr-28 $255,015.29
4731810 ROSEVILLE MN 55113 SFD 7.250 6.750 $1,827.55 360 1-Apr-28 $267,691.01
4731820 WINDSOR CA 95492 SFD 7.375 6.750 $1,988.80 360 1-Apr-28 $287,730.89
4731850 KIRKLAND WA 98033 SFD 7.500 6.750 $2,497.60 360 1-Mar-28 $356,344.98
4731856 SEATAC WA 98198 SFD 7.500 6.750 $419.53 360 1-Mar-28 $59,910.66
4731877 ROSWELL GA 30076 SFD 7.375 6.750 $1,961.52 360 1-Apr-28 $283,783.90
4731880 SAN JOSE CA 95120 SFD 7.875 6.750 $2,501.49 360 1-Apr-28 $344,762.57
4731912 HERNDON VA 20171 SFD 7.500 6.750 $1,769.02 360 1-Apr-28 $252,812.23
4731986 WANTAGH NY 11793 SFD 7.625 6.750 $1,047.53 360 1-Apr-28 $147,892.89
4732064 NEW YORK NY 10021 SFD 7.500 6.750 $1,076.80 360 1-May-28 $154,000.00
4732141 LAGUNA BEACH CA 92651 SFD 7.750 6.750 $2,156.41 360 1-Apr-28 $300,787.55
4732196 LOS GATOS CA 95032 SFD 7.875 6.750 $2,994.54 360 1-Apr-28 $412,715.77
4732242 HOLLISTER CA 95023 SFD 7.625 6.750 $1,903.97 360 1-Mar-28 $268,609.36
4732274 DUBUQUE IA 52003 SFD 7.500 6.750 $2,017.23 360 1-Apr-28 $288,285.90
4732492 TULSA OK 74114 SFD 7.625 6.750 $2,484.36 360 1-Apr-28 $350,745.95
4732669 NEWCASTLE WA 98056 SFD 7.875 6.750 $1,827.17 360 1-Apr-28 $251,826.58
4732788 BOALBURG PA 16827 SFD 7.750 6.750 $2,149.24 360 1-Mar-28 $299,575.15
4732866 GLEN RIDGE NJ 07028 SFD 7.625 6.750 $1,734.10 360 1-Apr-28 $244,822.68
4732902 MYRTLE BEACH SC 29577 LCO 7.625 6.750 $603.75 360 1-Mar-28 $85,176.13
4733025 NORTH ANDOVER MA 01845 SFD 7.875 6.750 $2,230.32 360 1-Apr-28 $307,388.31
4733034 MERCER ISLAND WA 98040 SFD 7.375 6.750 $3,038.97 360 1-Apr-28 $439,665.20
4733045 FLEMINGTON NJ 08822 SFD 7.375 6.750 $1,726.69 360 1-May-28 $250,000.00
4733092 SAN JOSE CA 95125 SFD 7.750 6.750 $1,755.21 360 1-Apr-28 $244,827.08
4733169 BASKING RIDGE NJ 07920 SFD 7.375 6.750 $3,522.45 360 1-May-28 $510,000.00
4733219 CORNELIUS NC 28031 SFD 7.000 6.733 $2,262.03 360 1-May-28 $340,000.00
4733250 FORT SALONGA NY 11768 SFD 7.625 6.750 $2,597.61 360 1-Apr-28 $366,734.37
4733351 BROOKLYN NY 11210 SFD 8.000 6.750 $2,017.86 360 1-Apr-28 $274,815.47
4733355 NAPLES FL 34119 LCO 7.875 6.750 $1,545.06 360 1-Apr-28 $212,943.34
4733391 BLUE POINT NY 11715 SFD 8.125 6.750 $594.00 360 1-May-28 $80,000.00
4733423 VERNON NJ 07422 SFD 8.000 6.750 $1,426.44 360 1-Apr-28 $194,269.56
4733534 HIDDEN HILLS CA 91302 SFD 7.500 6.750 $2,768.89 360 1-Apr-28 $395,706.11
4733685 RANCHO MURIETA CA 95683 SFD 7.500 6.750 $950.23 360 1-Mar-28 $135,697.66
4733690 LYNNWOOD WA 98037 SFD 7.375 6.750 $2,182.53 360 1-Apr-28 $315,759.55
4733803 TIBURON CA 94920 LCO 7.500 6.750 $3,635.92 360 1-Apr-28 $519,614.08
4734024 PALO ALTO CA 94303 SFD 7.500 6.750 $3,461.12 360 1-Apr-28 $494,632.63
4734157 YORKTOWN HEIGHTS NY 10598 SFD 7.750 6.750 $1,733.72 360 1-Apr-28 $241,829.20
4734160 PARK RIDGE IL 60068 SFD 7.250 6.750 $2,313.94 360 1-Apr-28 $338,935.39
4734259 KAYSVILLE UT 84037 SFD 7.625 6.750 $1,911.04 360 1-Feb-28 $269,409.99
4734276 PARK CITY UT 84098 SFD 7.625 6.750 $2,477.28 360 1-Mar-28 $349,468.88
4734418 MCLEAN VA 22101 SFD 7.750 6.750 $1,977.30 360 1-Apr-28 $275,805.20
4734445 DULUTH GA 30097 SFD 7.375 6.750 $2,210.16 360 1-Apr-28 $319,756.51
4734450 FLUSHING NY 11367 SFD 8.000 6.750 $1,337.29 360 1-Apr-28 $182,127.71
4734507 PORTLAND OR 97229 SFD 7.250 6.750 $1,814.59 360 1-Apr-28 $265,792.49
4734517 WILMINGTON DE 19807 SFD 7.625 6.750 $1,967.67 360 1-Apr-28 $277,798.79
4734594 CAMARILLO CA 93012 SFD 7.500 6.750 $3,244.36 360 1-Apr-28 $463,655.64
4734604 PALM BEACH FL 33480 HCO 8.125 6.750 $1,484.99 360 1-Apr-28 $199,869.18
4734618 SOUTHAMPTON NJ 08088 SFD 7.250 6.750 $2,026.07 360 1-May-28 $297,000.00
4734634 ALEXANDRIA VA 22310 SFD 7.750 6.750 $1,934.32 360 1-Apr-28 $269,809.43
4734649 SIMI VALLEY CA 93065 SFD 7.500 6.750 $2,251.48 360 1-Apr-28 $321,761.02
4734681 UNIVERSITY PARK TX 75225 SFD 7.250 6.750 $1,713.63 360 1-Apr-28 $251,004.04
4735192 ALAMEDA CA 94502 SFD 7.750 6.750 $1,908.53 360 1-Apr-28 $266,211.97
4735222 PEWAUKEE WI 53072 SFD 7.500 6.750 $1,713.08 360 1-Apr-28 $244,818.17
4735237 AGOURA HILLS CA 91301 SFD 7.625 6.750 $2,080.92 360 1-Apr-28 $293,787.21
4735238 MARION TOWNSHIP MI 48843 SFD 7.625 6.750 $1,882.73 360 1-Apr-28 $265,807.48
4735621 PLANO TX 75093 SFD 7.250 6.750 $2,558.17 360 1-Apr-28 $374,707.46
4735853 SAN JOSE CA 95135 SFD 7.375 6.750 $2,527.88 360 1-Apr-28 $365,721.49
4735966 WALNUT CREEK CA 94598 SFD 7.625 6.750 $2,229.56 360 1-Apr-28 $314,772.00
4736059 NEW PRAGUE MN 56071 SFD 7.250 6.750 $2,660.49 360 1-Apr-28 $389,695.76
4736130 LOS ANGELES CA 90042 SFD 7.500 6.750 $1,716.57 360 1-Mar-28 $245,134.48
4736140 DANA POINT CA 92629 SFD 7.375 6.750 $2,293.05 360 1-Apr-28 $331,747.37
4736150 ALTADENA CA 91001 SFD 7.375 6.750 $1,643.81 360 1-Apr-28 $237,818.90
4736253 VISALIA CA 93291 SFD 7.625 6.750 $2,335.72 360 1-Apr-28 $329,761.16
4736282 OAKLAND CA 94618 PUD 7.500 6.750 $1,831.94 360 1-Apr-28 $261,605.56
4736308 SAN RAMON CA 94583 SFD 7.750 6.750 $1,905.66 360 1-Apr-28 $265,812.26
4736324 PENN VALLEY PA 19072 SFD 7.000 6.733 $3,326.51 360 1-Apr-28 $499,590.16
4736341 SOQUEL CA 95073 SFD 7.250 6.750 $1,958.53 360 1-Apr-28 $286,876.03
4736520 CRESTED BUTTE CO 81224 SFD 7.750 6.750 $1,318.20 360 1-Mar-28 $183,739.42
4736595 PEAPACK NJ 07934 SFD 7.750 6.750 $1,759.51 360 1-Apr-28 $245,426.66
4736608 WOODINVILLE WA 98072 SFD 7.250 6.750 $2,564.98 360 1-Apr-28 $375,706.69
4736616 SPRINGFIELD VA 22153 SFD 7.625 6.750 $2,057.56 360 1-Apr-28 $290,489.60
4736640 SANDY UT 84094 SFD 7.625 6.750 $1,684.55 360 1-Apr-28 $237,827.74
4736760 WOODSIDE CA 94062 SFD 7.625 6.750 $4,442.12 360 1-Apr-28 $627,145.76
4737021 GREAT NECK NY 11021 SFD 7.625 6.750 $2,441.89 360 1-May-28 $345,000.00
4737105 RIDGEWOOD NJ 07450 SFD 7.625 6.750 $2,066.76 360 1-Apr-28 $291,788.66
4737214 PORT WASHINGTON NY 11050 SFD 7.375 6.750 $1,864.82 360 1-Apr-28 $269,794.56
4737242 UPPER MARLBORO MD 20870 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
4737248 TENAFLY NJ 07670 SFD 7.625 6.750 $3,901.72 360 1-Apr-28 $550,851.01
4737301 RIDGEWOOD NJ 07450 SFD 7.625 6.750 $2,123.39 360 1-Apr-28 $299,782.86
4737309 SAN BRUNO CA 94066 SFD 7.625 6.750 $2,151.70 360 1-May-28 $304,000.00
4737394 HUNTINGTON NY 11743 SFD 7.000 6.733 $1,645.63 360 1-Apr-28 $247,147.24
4737491 LITTLETON CO 80124 SFD 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4737592 NEW PALTZ NY 12561 SFD 8.000 6.750 $668.46 360 1-May-28 $91,100.00
4737604 PARK CITY UT 84098 SFD 7.375 6.750 $1,795.76 360 1-Apr-28 $259,802.16
4737676 WOODBRIDGE NJ 07095 SFD 7.750 6.750 $618.99 360 1-May-28 $86,400.00
4737704 SAN JOSE CA 95135 SFD 7.500 6.750 $2,624.86 360 1-Apr-28 $375,121.39
4737860 HIGHLANDS RANCH CO 80126 SFD 7.375 6.750 $2,206.41 360 1-Apr-28 $319,213.92
4737881 EMERSON NJ 07630 SFD 7.625 6.750 $1,911.05 360 1-Apr-28 $269,804.58
4738091 TAMPA FL 33629 SFD 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
4738099 CUMMING GA 30041 SFD 7.375 6.750 $1,849.63 360 1-Apr-28 $267,596.23
4738106 EUGENE OR 97403 SFD 7.375 6.750 $1,844.10 360 1-Apr-28 $266,796.84
4738108 POCATELLO ID 83201 SFD 7.250 6.750 $2,584.53 240 1-May-18 $327,000.00
4738109 EUGENE OR 97408 SFD 7.500 6.750 $2,532.90 360 1-Apr-28 $361,981.16
4738143 CLAYTON NC 27520 SFD 7.250 6.750 $2,346.69 360 1-Mar-28 $343,461.66
4738156 GOLDEN BEACH FL 33160 SFD 7.250 6.750 $3,356.31 360 1-May-28 $492,000.00
4738162 RESTON VA 20191 SFD 7.000 6.733 $1,796.32 360 1-Apr-28 $269,778.68
4738203 HOUSTON TX 77006 SFD 7.500 6.750 $668.28 360 1-Apr-28 $95,504.06
4738210 SANTA ANA CA 92705 SFD 7.250 6.750 $1,794.12 360 1-Mar-28 $262,588.44
4738220 MT PLEASANT SC 29464 SFD 7.625 6.750 $2,786.94 360 1-Mar-28 $393,178.21
4738250 KIAWAH ISLAND SC 29455 SFD 7.125 6.750 $2,971.10 360 1-Mar-28 $440,292.58
4738406 BEND OR 97701 SFD 7.375 6.750 $1,944.94 360 1-May-28 $281,600.00
4738542 ENUMCLAW WA 98022 SFD 7.250 6.750 $1,619.83 360 1-Apr-28 $237,264.76
4738543 WOODINVILLE WA 98072 SFD 7.000 6.733 $2,020.53 360 1-Apr-28 $302,971.58
4738545 NORTH BEND WA 98045 SFD 7.375 6.750 $1,675.92 360 1-Apr-28 $242,465.37
4738550 NASHVILLE TN 37220 SFD 7.625 6.750 $2,725.01 360 1-Apr-28 $384,721.35
4738561 MERCER ISLAND WA 98040 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4738572 SAN DIEGO CA 92103 SFD 7.500 6.750 $1,610.99 360 1-Apr-28 $230,229.00
4738575 WELLSLEY MA 02181 SFD 7.500 6.750 $2,254.27 360 1-Apr-28 $322,160.73
4738581 SAN JOSE CA 95126 SFD 8.250 6.750 $1,810.56 360 1-Apr-28 $240,846.32
4738590 SHORELINE WA 98177 SFD 7.625 6.750 $2,123.39 360 1-Apr-28 $299,782.86
4738603 RIVERSIDE CA 92506 SFD 7.500 6.750 $2,307.41 360 1-Apr-28 $329,755.09
4738620 VERNONBURG GA 31419 SFD 7.375 6.750 $2,659.10 360 1-Apr-28 $384,707.05
4738622 CUMMING GA 30041 SFD 7.500 6.750 $1,822.86 360 1-Apr-28 $260,506.52
4738630 ANNANDALE VA 22003 SFD 7.750 6.750 $2,074.02 360 1-Apr-28 $289,295.67
4738638 SAN JOSE CA 95133 SFD 7.875 6.750 $1,707.54 360 1-May-28 $235,500.00
4738673 CHATHAM NJ 07928 SFD 7.250 6.750 $2,706.88 360 1-May-28 $396,800.00
4738748 WESTWOOD NJ 07675 SFD 7.875 6.750 $1,950.44 360 1-May-28 $269,000.00
4738786 WASHINGTON MO 63090 SFD 7.000 6.733 $3,542.74 360 1-May-28 $532,500.00
4738838 CARY NC 27513 SFD 7.250 6.750 $1,807.77 360 1-Mar-28 $264,585.29
4738848 FAIRFAX VA 22030 SFD 7.125 6.750 $1,643.87 360 1-Mar-28 $243,210.69
4738858 OMAHA NE 68118 SFD 7.250 6.750 $1,637.23 360 1-Mar-28 $239,624.41
4738924 CINCINATTI OH 45244 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
4738948 LOS ANGELES CA 91364 SFD 7.625 6.750 $1,361.80 360 1-Apr-28 $192,260.74
4738980 WINSTON-SALEM NC 27106 SFD 7.375 6.750 $2,792.89 240 1-Feb-18 $348,062.60
4738988 BAY VILLAGE OH 44140 SFD 7.875 6.750 $2,234.74 360 1-Mar-28 $307,784.39
4739018 EUGENE OR 97405 SFD 7.250 6.750 $1,773.66 360 1-Mar-28 $259,593.12
4739037 EASTON MA 02356 SFD 7.625 6.750 $2,063.93 360 1-Mar-28 $291,162.63
4739047 CEDAR RAPIDS IA 52403 SFD 7.000 6.733 $1,616.69 360 1-Mar-28 $242,600.46
4739060 MINNETONKA MN 55345 SFD 7.500 6.750 $1,692.10 360 1-Apr-28 $241,820.40
4739137 SAN JOSE CA 95110 LCO 8.125 6.750 $564.30 360 1-Apr-28 $75,950.28
4739388 ARLINGTON VA 22207 SFD 7.125 6.750 $2,526.45 360 1-May-28 $375,000.00
4739741 EAST HAMPTON NY 11937 SFD 8.000 6.750 $1,489.55 360 1-May-28 $203,000.00
4739755 SCARSDALE NY 10583 SFD 8.000 6.750 $2,047.21 360 1-May-28 $279,000.00
4739765 MARIETTA GA 30068 SFD 7.375 6.750 $2,331.03 360 1-Apr-28 $337,243.19
4739817 BOUNTIFUL UT 84010 SFD 7.375 6.750 $2,092.75 360 1-Apr-28 $302,769.44
4739825 DUARTE CA 91010 SFD 7.500 6.750 $1,720.07 360 1-May-28 $246,000.00
4739857 SALT LAKE CITY UT 84108 SFD 7.500 6.750 $2,097.65 360 1-Apr-28 $299,777.35
4739908 HUNTINGTON BEACH CA 92647 SFD 7.625 6.750 $2,242.30 360 1-May-28 $316,800.00
4739992 BROOKDALE CA 95007 SFD 7.375 6.750 $2,382.83 360 1-May-28 $345,000.00
4740040 WATER MILL NY 11976 SFD 7.500 6.750 $1,258.59 360 1-Apr-28 $179,866.41
4740085 BURLINGAME CA 94010 SFD 7.375 6.750 $2,320.67 360 1-Mar-28 $335,487.09
4740095 ALEXANDRIA VA 22314 SFD 7.500 6.750 $2,582.55 360 1-Apr-28 $369,075.89
4740097 PLEASANTON CA 94588 SFD 7.375 6.750 $3,619.14 360 1-Mar-28 $523,200.10
4740102 BELL CANYON CA 91307 SFD 7.500 6.750 $2,796.86 360 1-Mar-28 $399,404.42
4740110 PALO ALTO CA 94306 SFD 7.500 6.750 $3,496.07 360 1-Mar-28 $499,255.54
4740115 LOS GATOS CA 95032 SFD 7.500 6.750 $2,852.80 360 1-Mar-28 $407,392.51
4740126 LIVERMORE CA 94550 SFD 7.750 6.750 $1,898.49 360 1-Mar-28 $264,624.72
4740186 EAST HAMPTON NY 11937 SFD 7.500 6.750 $1,985.77 360 1-May-28 $284,000.00
4740264 WOODINVILLE WA 98072 SFD 7.750 6.750 $3,375.73 360 1-May-28 $471,200.00
4740271 LA JOLLA CA 92037 SFD 6.875 6.608 $2,069.33 360 1-Apr-28 $314,735.36
4740284 COCONUT CREEK FL 33073 SFD 7.500 6.750 $699.22 360 1-Apr-28 $99,925.78
4740336 LOS ANGELES CA 90077 PUD 7.500 6.750 $5,873.41 360 1-May-28 $840,000.00
4740572 THOUSAND OAKS CA 91320 SFD 7.375 6.750 $2,601.77 360 1-Apr-28 $376,413.37
4740646 WESTHAMPTON NY 11977 SFD 7.375 6.750 $2,210.17 360 1-Apr-28 $314,756.50
4740711 VALENCIA AREA CA 91354 SFD 7.500 6.750 $1,118.74 360 1-Mar-28 $159,761.78
4740727 SPRINGFIELD OR 97478 SFD 7.250 6.750 $3,240.34 360 1-May-28 $475,000.00
4740730 BALA CYNWYD PA 19004 SFD 7.500 6.750 $1,762.02 360 1-Apr-28 $251,812.98
4740867 STUART FL 34994 SFD 8.000 6.750 $660.39 360 1-Apr-28 $89,939.61
4740926 ARCADIA CA 91006 SFD 8.000 6.750 $2,171.95 360 1-May-28 $296,000.00
4741108 ANAHEIM CA 92807 SFD 7.375 6.750 $1,640.35 360 1-Apr-28 $237,319.29
4741155 SAUSALITO CA 94965 SFD 7.625 6.750 $2,300.33 360 1-May-28 $325,000.00
4741359 AVALON NJ 08202 SFD 7.750 6.750 $3,008.93 360 1-Apr-28 $419,703.57
4741367 ST CLAIR SHORES MI 48081 SFD 7.500 6.750 $2,009.89 360 1-Apr-28 $287,236.67
4741407 ALLEN TX 75002 SFD 7.000 6.733 $851.59 360 1-Apr-28 $127,895.08
4741420 OAKLEY CA 94561 SFD 7.875 6.750 $1,790.92 360 1-Apr-28 $246,830.02
4741500 SEATTLE WA 98109 SFD 7.250 6.750 $3,329.02 360 1-Apr-28 $487,619.31
4741522 ORANGE CA 92867 SFD 7.125 6.750 $2,021.16 360 1-May-28 $300,000.00
4741545 TAMPA FL 33647 SFD 7.500 6.750 $2,586.40 360 1-Apr-28 $369,625.48
4741573 MODESTO CA 95356 SFD 7.875 6.750 $3,074.29 360 1-Apr-28 $423,708.21
4741590 ESCONDIDO CA 92029 SFD 8.000 6.750 $2,146.27 360 1-May-28 $292,500.00
4741597 CAPE CORAL FL 33904 SFD 8.000 6.750 $527.58 360 1-Apr-28 $71,851.75
4741643 GRESHAM OR 97080 SFD 7.050 6.750 $1,807.40 360 1-Mar-28 $269,859.93
4741649 GLYDON MD 21071 SFD 7.500 6.750 $1,048.82 360 1-Apr-28 $149,888.68
4741651 NOVATO CA 94945 SFD 7.400 6.750 $1,634.02 360 1-Mar-28 $235,641.52
4741657 CORONADO CA 92118 SFD 7.000 6.733 $2,015.87 360 1-Mar-28 $302,501.81
4741665 DANVILLE CA 94526 SFD 7.400 6.750 $2,367.94 360 1-Feb-28 $341,218.38
4741666 BEVERLY HILLS CA 90210 SFD 7.450 6.750 $3,096.29 360 1-Mar-28 $444,330.77
4741671 MENLO PARK CA 94025 SFD 7.150 6.750 $4,221.30 360 1-Mar-28 $624,002.35
4741694 PRINCETON NJ 08540 SFD 7.500 6.750 $2,169.95 360 1-Apr-28 $310,109.68
4741699 MILPITAS CA 95035 SFD 7.750 6.750 $2,127.75 360 1-Apr-28 $296,790.37
4741700 LOS ALTOS CA 94024 SFD 7.600 6.750 $4,172.91 360 1-Mar-28 $590,137.37
4741717 MALIBU CA 90265 LCO 7.875 6.750 $1,566.15 360 1-Apr-28 $215,851.35
4741718 RUMSON NJ 07760 SFD 7.625 6.750 $3,538.97 360 1-May-28 $500,000.00
4741719 SANTA BARBARA CA 93108 SFD 7.400 6.750 $3,828.87 360 1-Mar-28 $551,357.55
4741721 PLACENTIA CA 92870 SFD 7.150 6.750 $1,729.05 360 1-Mar-28 $255,591.35
4741733 TARZANA CA 91356 SFD 7.600 6.750 $3,975.21 360 1-Mar-28 $562,087.29
4741737 VENTURA CA 93001 SFD 7.200 6.750 $2,100.85 360 1-Mar-28 $309,010.84
4741771 PLEASANTON CA 94566 SFD 7.100 6.750 $2,301.71 360 1-Mar-28 $341,947.87
4741783 ANAHEIM CA 92807 SFD 7.400 6.750 $3,340.66 360 1-Mar-28 $481,756.13
4741789 SAN JOSE CA 95125 SFD 7.625 6.750 $3,395.29 360 1-Mar-28 $479,003.41
4741793 ELLICOTT CITY MD 21043 SFD 7.375 6.750 $1,471.83 360 1-Apr-28 $212,937.85
4741797 SARATOGA CA 95070 PUD 7.450 6.750 $2,003.89 360 1-Mar-28 $287,566.88
4741801 MAMARONECK NY 10543 SFD 7.625 6.750 $2,024.30 360 1-Apr-28 $285,792.99
4741811 GLENDORA CA 91741 SFD 7.200 6.750 $5,090.92 360 1-Mar-28 $748,814.61
4741851 DENVER CO 80128 SFD 7.625 6.750 $2,010.13 360 1-May-28 $284,000.00
4741900 CALABASAS CA 91302 SFD 7.250 6.750 $1,616.76 360 1-Mar-28 $236,629.12
4741924 SAN MATEO CA 94403 SFD 7.250 6.750 $2,094.29 360 1-Mar-28 $306,519.55
4741926 ORANGE CA 92869 SFD 7.450 6.750 $1,802.11 360 1-Mar-28 $258,610.49
4741937 LOS ANGELES CA 90077 SFD 7.150 6.750 $1,891.14 360 1-Mar-28 $279,553.06
4741943 MORAGA CA 94556 SFD 7.375 6.750 $2,348.30 360 1-May-28 $340,000.00
4741949 POWAY CA 92064 SFD 7.250 6.750 $2,358.97 360 1-May-28 $345,800.00
4741960 LINO LAKES MN 55014 LCO 7.625 6.750 $547.12 360 1-Apr-28 $77,244.06
4741968 LIVERMORE CA 94550 SFD 7.450 6.750 $1,836.90 360 1-Mar-28 $263,602.97
4741969 LAKEWOOD CO 80227 SFD 7.250 6.750 $2,128.39 360 1-Apr-28 $311,756.61
4741972 SANTA CLARA CA 95051 SFD 7.000 6.733 $1,942.69 360 1-Mar-28 $291,519.89
4741974 GRANDVIEW-ON-HUDSON NY 10960 SFD 7.450 6.750 $2,783.18 360 1-Mar-28 $399,398.44
4741980 NOVATO CA 94947 SFD 7.050 6.750 $1,738.53 360 1-Mar-28 $259,576.70
4741993 NORTHRIDGE CA 91324 SFD 7.050 6.750 $2,621.17 360 1-Mar-28 $391,361.79
4742007 GLEN HEAD NY 11545 SFD 7.750 6.750 $1,970.14 360 1-Apr-28 $274,805.90
4742019 SANTA BARBARA CA 93103 SFD 7.200 6.750 $1,698.33 360 1-Mar-28 $249,804.56
4742042 SAN CLEMENTE CA 92673 SFD 7.150 6.750 $1,891.14 360 1-Mar-28 $279,553.06
4742049 TRABUCO CANYON CA 92679 SFD 7.100 6.750 $2,970.39 360 1-Mar-28 $441,287.46
4742056 RAMONA CA 92065 SFD 7.450 6.750 $1,902.31 360 1-Mar-28 $272,988.83
4742109 SCOTTS VALLEY CA 95066 SFD 7.550 6.750 $2,698.15 360 1-Mar-28 $383,433.92
4742111 REDMOND WA 98053 SFD 7.350 6.750 $2,032.47 360 1-Mar-28 $294,547.43
4742113 NOVATO CA 94947 SFD 7.150 6.750 $2,026.23 360 1-Mar-28 $299,521.12
4742116 ESCONDIDO CA 92026 SFD 7.450 6.750 $1,899.52 360 1-Mar-28 $272,589.44
4742118 RANCHO SANTA MARGARITA CA 92688 SFD 7.050 6.750 $2,006.00 360 1-Mar-28 $299,511.57
4742122 NEWPORT BEACH CA 92660 SFD 7.000 6.733 $1,962.65 360 1-Mar-28 $294,514.95
4742130 TEMPLETON CA 93465 SFD 7.050 6.750 $1,778.65 360 1-Mar-28 $265,566.93
4742138 SAN MATEO CA 94404 SFD 7.300 6.750 $1,748.21 360 1-Mar-28 $254,604.88
4742148 DANVILLE CA 94526 SFD 7.600 6.750 $2,400.66 360 1-Mar-28 $339,503.78
4742153 PACIFIC GROVE CA 93950 SFD 7.150 6.750 $1,620.98 360 1-Mar-28 $239,616.90
4742155 REDONDO BEACH CA 90278 SFD 7.050 6.750 $1,578.05 360 1-Mar-28 $235,615.77
4742163 CUPERTINO CA 95014 SFD 7.100 6.750 $2,620.93 360 1-Mar-28 $389,371.29
4742164 CUPERTINO CA 95014 SFD 7.450 6.750 $3,294.59 360 1-Mar-28 $472,787.91
4742173 PACIFIC PALISADES CA 90272 SFD 7.375 6.750 $3,453.38 360 1-Apr-28 $499,619.54
4742180 SAN MATEO CA 94402 SFD 7.450 6.750 $2,762.31 360 1-Mar-28 $396,402.95
4742182 OAKLAND CA 94611 SFD 7.875 6.750 $2,247.72 360 1-Apr-28 $309,736.66
4742185 GREENWICH CT 06878 SFD 7.200 6.750 $3,086.45 360 1-Mar-28 $453,981.35
4742186 REDWOOD CITY CA 94065 SFD 7.350 6.750 $1,653.54 360 1-Mar-28 $239,631.80
4742189 NEWBURY PARK CA 91320 SFD 7.450 6.750 $2,539.65 360 1-Mar-28 $364,289.74
4742195 SAN JOSE CA 95123 SFD 7.200 6.750 $1,661.00 360 1-Mar-28 $244,313.24
4742197 CALABASAS CA 91302 SFD 7.300 6.750 $2,879.40 360 1-Mar-28 $419,349.23
4742198 MORGAN HILL CA 95037 SFD 7.400 6.750 $2,010.68 360 1-Mar-28 $289,869.11
4742206 WHEATON IL 60187 SFD 7.350 6.750 $1,937.39 360 1-Mar-28 $280,705.61
4742207 OYSTER BAY NY 11771 SFD 6.900 6.633 $1,675.48 360 1-Mar-28 $253,973.42
4742212 SAN FRANCISCO CA 94131 SFD 7.150 6.750 $2,064.72 360 1-Mar-28 $305,010.84
4742216 WESTLAKE VILLAGE CA 91361 SFD 7.200 6.750 $3,108.85 360 1-Mar-28 $457,276.13
4742219 CAMPBELL CA 95008 SFD 7.250 6.750 $2,537.70 360 1-Mar-28 $371,417.85
4742231 LA JOLLA CA 92037 SFD 7.300 6.750 $2,913.68 360 1-Mar-28 $424,341.48
4742232 CORONADO CA 92118 SFD 7.550 6.750 $2,796.52 360 1-Mar-28 $397,413.28
4742236 SAN JOSE CA 95120 SFD 7.650 6.750 $2,128.55 360 1-Mar-28 $299,566.52
4742239 PASADENA CA 91104 SFD 7.150 6.750 $2,032.98 360 1-Mar-28 $300,519.53
4742243 FREMONT CA 94539 SFD 7.750 6.750 $3,008.94 360 1-Apr-28 $419,703.56
4742248 MORGAN HILL CA 95037 SFD 7.350 6.750 $1,650.78 360 1-Mar-28 $239,232.42
4742249 GARDEN CITY NY 11530 SFD 7.300 6.750 $1,611.10 360 1-Mar-28 $234,596.72
4742251 MALIBU CA 90265 SFD 7.450 6.750 $4,035.61 360 1-Mar-28 $579,127.74
4742258 LONG BEACH CA 90814 SFD 7.600 6.750 $2,033.50 360 1-Mar-28 $287,579.67
4742270 PASADENA CA 91106 SFD 7.450 6.750 $1,976.06 360 1-Mar-28 $283,572.89
4742274 DUBLIN CA 94568 SFD 7.450 6.750 $1,686.61 360 1-Mar-28 $242,035.45
4742277 TARZANA CA 91356 SFD 7.150 6.750 $3,377.04 360 1-Feb-28 $498,799.25
4742290 SANTA MONICA CA 90405 LCO 7.300 6.750 $2,906.83 360 1-Mar-28 $423,343.01
4742297 PETALUMA CA 94954 SFD 7.150 6.750 $1,857.37 360 1-Mar-28 $274,561.04
4742304 SANTA ANA CA 92705 SFD 7.250 6.750 $2,193.88 360 1-Mar-28 $321,096.72
4742315 GALVESTON TX 77554 SFD 7.250 6.750 $2,056.77 360 1-May-28 $301,500.00
4742316 LOS GATOS CA 95030 SFD 7.450 6.750 $2,623.84 360 1-Mar-28 $376,331.65
4742381 MCLEAN VA 22102 SFD 7.500 6.750 $2,796.86 360 1-Apr-28 $399,703.14
4742439 RIDGEFIELD WA 98642 SFD 7.500 6.750 $2,794.06 360 1-Apr-28 $399,303.44
4742476 HUNTINGTON NY 11743 SFD 7.500 6.750 $2,104.64 360 1-Apr-28 $300,776.61
4742482 AUBURN WA 98001 SFD 7.375 6.750 $1,801.29 360 1-Apr-28 $260,601.54
4742500 WOODLAND HILLS CA 91364 SFD 7.250 6.750 $1,828.24 360 1-May-28 $268,000.00
4742505 HEBER CITY UT 84032 SFD 7.250 6.750 $3,581.43 360 1-Apr-28 $524,569.97
4742527 COVINGTON WA 98042 SFD 7.250 6.750 $1,739.55 360 1-Apr-28 $254,801.08
4742685 FORT LAUDERDALE FL 33327 SFD 7.375 6.750 $2,213.62 360 1-Apr-28 $320,256.12
4742725 BELLEVUE WA 98005 SFD 7.500 6.750 $2,490.96 360 1-Apr-28 $355,985.60
4742820 NEW YORK NY 10023 COP 7.500 6.750 $2,202.53 360 1-May-28 $315,000.00
4742843 YORBA LINDA CA 92887 SFD 7.125 6.750 $1,972.65 360 1-Apr-28 $292,565.85
4742865 SUN VALLEY ID 83353 SFD 7.125 6.750 $2,122.22 360 1-May-28 $315,000.00
4743006 LOS ANGELES CA 91316 LCO 7.500 6.750 $839.06 360 1-May-28 $120,000.00
4743150 FLOSSMOOR IL 60422 SFD 7.500 6.750 $1,780.90 360 1-Apr-28 $254,510.98
4743364 WOOD-RIDGE NJ 07481 SFD 7.625 6.750 $1,840.26 360 1-Apr-28 $259,811.82
4743384 MIAMI FL 33155 SFD 7.500 6.750 $1,727.06 360 1-Apr-28 $246,816.69
4743472 PASADENA CA 91104 SFD 7.375 6.750 $1,792.31 360 1-May-28 $259,500.00
4743792 TOWNSHIP OF DENVILLE NJ 07834 SFD 7.625 6.750 $2,615.00 300 1-May-23 $350,000.00
4743794 ARLINGTON TX 76017 SFD 7.625 6.750 $1,701.18 360 1-Apr-28 $240,176.04
4743806 CAMPBELL CA 95008 SFD 7.875 6.750 $1,554.55 360 1-Feb-28 $213,954.45
4743851 TAMPA FL 33647 SFD 7.500 6.750 $2,024.93 360 1-Apr-28 $289,385.07
4743947 PALO ALTO CA 94301 SFD 7.625 6.750 $2,937.35 360 1-May-28 $415,000.00
4743971 ALAMO CA 94507 SFD 7.500 6.750 $2,276.65 360 1-May-28 $325,600.00
4744067 MONROE GA 30655 SFD 7.500 6.750 $2,132.61 360 1-Feb-28 $304,316.67
4744069 PLEASANTON CA 94588 SFD 7.875 6.750 $1,751.04 360 1-Dec-27 $240,658.05
4744072 BONNY DOON CA 95060 SFD 7.375 6.750 $2,375.93 360 1-Mar-28 $343,474.87
4744080 ORLANDO FL 32836 SFD 7.875 6.750 $2,186.08 360 1-Dec-27 $300,448.87
4744117 WATSONVILLE CA 95076 SFD 7.500 6.750 $1,015.26 360 1-Feb-28 $144,874.70
4744138 PLEASANTON CA 94566 SFD 7.750 6.750 $1,444.29 360 1-Feb-28 $201,170.38
4744146 NASHVILLE TN 37217 SFD 7.750 6.750 $631.88 360 1-Feb-28 $88,012.04
4744154 LINDON UT 84042 SFD 7.250 6.750 $1,841.88 360 1-Feb-28 $269,364.29
4744180 HOUSTON TX 77024 SFD 7.125 6.750 $2,896.99 360 1-Apr-28 $429,656.14
4744186 MORGAN HILL CA 95037 SFD 7.750 6.750 $1,217.91 360 1-Feb-28 $169,637.70
4744201 SAN JOSE CA 95120 SFD 7.500 6.750 $2,490.95 360 1-Feb-28 $355,451.88
4744287 WEST LYNN OR 97068 SFD 7.375 6.750 $3,011.34 360 1-Apr-28 $435,668.24
4744324 ATLANTA GA 30327 SFD 7.250 6.750 $3,121.64 360 1-Apr-28 $457,243.03
4744373 PORT WASHINGTON NY 11050 SFD 6.875 6.608 $1,783.56 360 1-Mar-28 $271,042.50
4744374 AUSTIN TX 78746 SFD 7.250 6.750 $2,073.82 360 1-Apr-28 $303,762.85
4744415 BAY SHORE NY 11706 SFD 7.500 6.750 $622.30 360 1-May-28 $89,000.00
4744446 ORLANDO FL 32835 SFD 7.875 6.750 $1,946.82 360 1-Mar-28 $268,125.16
4744461 PITTSBURGH PA 15232 SFD 7.500 6.750 $2,740.93 360 1-Apr-28 $391,709.07
4744485 SPRINGFIELD OR 97478 SFD 7.500 6.750 $2,331.88 360 1-Apr-28 $333,252.50
4744522 CENTERVILLE VA 22020 SFD 7.250 6.750 $988.48 360 1-Apr-28 $144,786.96
4744582 FULTON MD 20759 SFD 7.625 6.750 $1,677.47 360 1-Apr-28 $236,828.47
4744635 WEST ROXBURY MA 02132 SFD 7.250 6.750 $1,647.46 360 1-Apr-28 $241,311.61
4744848 HENDERSON NV 89014 PUD 7.250 6.750 $2,286.66 360 1-May-28 $335,200.00
4745040 MINNEAPOLIS MN 55405 SFD 7.375 6.750 $2,293.04 360 1-Apr-28 $331,747.38
4745087 BRIARCLIFF MANOR NY 10510 SFD 7.750 6.750 $1,852.11 360 1-May-28 $258,525.00
4745210 EDEN PRAIRIE MN 55347 SFD 7.375 6.750 $2,072.03 360 1-Apr-28 $299,771.72
4745211 SAN ANSELMO CA 94960 SFD 7.500 6.750 $1,929.84 360 1-May-28 $276,000.00
4745266 ANNAPOLIS MD 21401 SFD 7.500 6.750 $1,764.12 360 1-May-28 $252,300.00
4745456 SALT LAKE CITY UT 84121 SFD 7.250 6.750 $2,421.73 360 1-Apr-28 $354,723.06
4745534 LOOMIS CA 95650 SFD 7.625 6.750 $1,947.14 360 1-Apr-28 $274,900.90
4745594 MANHASSET NY 11030 SFD 7.750 6.750 $7,164.13 360 1-Apr-28 $999,294.20
4745694 HARRISON NY 10528 SFD 7.375 6.750 $3,038.97 360 1-Apr-28 $439,665.20
4745715 SAN DIEGO CA 92131 SFD 7.125 6.750 $2,102.00 360 1-May-28 $312,000.00
4745779 FORT MYERS BEACH FL 33931 SFD 8.000 6.750 $4,061.39 360 1-May-28 $553,500.00
4745851 BELLEVUE WA 98004 SFD 7.250 6.750 $2,353.51 360 1-May-28 $345,000.00
4746281 NICHOLASVILLE KY 40356 SFD 6.875 6.608 $1,497.80 360 1-Apr-28 $227,808.45
4746332 MERRICK NY 11566 SFD 7.125 6.750 $1,819.04 360 1-Apr-28 $269,784.09
4746480 JONESBORO GA 30236 SFD 7.500 6.750 $2,517.17 360 1-Apr-28 $359,634.99
4746547 MILL VALLEY CA 94941 SFD 7.375 6.750 $2,213.62 360 1-May-28 $320,500.00
4746559 FREMONT CA 94539 SFD 7.625 6.750 $2,434.82 360 1-May-28 $344,000.00
4746569 MONTGOMERY NJ 08558 SFD 7.500 6.750 $3,013.61 360 1-May-28 $431,000.00
4746609 KEY WEST FL 33040 LCO 7.750 6.750 $2,005.96 360 1-May-28 $280,000.00
4746628 SAN CLEMENTE CA 92672 SFD 7.675 6.750 $2,190.61 360 1-Apr-28 $307,779.31
4746631 REDWOOD CITY CA 94063 SFD 7.625 6.750 $3,057.67 360 1-May-28 $432,000.00
4746688 CARMEL IN 46033 SFD 7.500 6.750 $1,943.82 360 1-Apr-28 $277,793.68
4746700 GOLDEN CO 80401 SFD 7.750 6.750 $1,405.61 360 1-Apr-28 $196,061.52
4746769 LAKE FOREST CA 92630 PUD 7.625 6.750 $2,118.08 360 1-May-28 $299,250.00
4746771 SAN DIEGO CA 92131 SFD 7.500 6.750 $2,457.74 360 1-Apr-28 $351,239.14
4746777 MEMPHIS TN 38125 SFD 7.250 6.750 $2,387.62 360 1-Apr-28 $349,726.97
4746786 MILWAUKIE OR 97222 SFD 7.250 6.750 $1,644.04 360 1-Apr-28 $240,812.00
4746845 NEW CITY NY 10956 SFD 7.625 6.750 $1,663.32 360 1-Apr-28 $234,829.91
4747020 VISALIA CA 93291 SFD 7.375 6.750 $3,989.34 360 1-May-28 $577,600.00
4747164 SEATTLE WA 98936 SFD 7.375 6.750 $1,621.71 360 1-Apr-28 $234,621.33
4747242 LITTLETON CO 80123 SFD 7.500 6.750 $1,973.13 360 1-Apr-28 $281,982.57
4747298 HOUSTON TX 77005 SFD 7.250 6.750 $3,288.09 360 1-May-28 $482,000.00
4747404 BENTONVILLE AR 72712 SFD 7.375 6.750 $1,674.20 360 1-Mar-28 $242,029.97
4747475 HINGHAM MA 02043 SFD 7.750 6.750 $1,734.43 360 1-Apr-28 $241,929.14
4747698 SUNNYVALE CA 94087 SFD 7.375 6.750 $2,624.57 360 1-May-28 $380,000.00
4747844 EL CERRITO CA 94530 SFD 7.375 6.750 $2,072.03 360 1-May-28 $300,000.00
4747867 RENO NV 89511 SFD 7.875 6.750 $2,370.02 240 1-Apr-18 $285,506.86
4747870 PARADISE VALLEY AZ 85253 SFD 7.250 6.750 $2,597.05 360 1-Apr-28 $380,403.02
4747881 CAMPBELL CA 95008 THS 8.000 6.750 $1,797.73 360 1-May-28 $245,000.00
4747948 LOS ANGELES CA 90068 SFD 7.400 6.750 $2,651.82 360 1-Mar-28 $382,418.24
4747968 RANCHO PALOS VERDES CA 90274 SFD 7.550 6.750 $3,161.89 360 1-Mar-28 $449,336.64
4748027 SANTA CLARA CA 95051 SFD 7.550 6.750 $1,826.87 360 1-Mar-28 $259,616.72
4748038 SAN MATEO CA 94403 SFD 7.300 6.750 $1,782.49 360 1-Mar-28 $259,597.13
4748055 MORGAN HILL CA 95037 SFD 7.550 6.750 $1,798.06 360 1-Mar-28 $255,522.77
4748071 PORTLAND OR 97201 SFD 7.500 6.750 $3,146.47 360 1-Mar-28 $449,329.97
4748093 IRVINE CA 92620 SFD 7.650 6.750 $2,447.83 360 1-Mar-28 $344,493.33
4748097 SAN MATEO CA 94402 SFD 7.200 6.750 $3,920.01 360 1-Mar-28 $576,587.25
4748112 PLANO TX 75093 SFD 7.450 6.750 $2,727.52 360 1-Mar-28 $391,410.48
4748119 SAN BRUNO CA 94066 SFD 7.250 6.750 $1,671.34 360 1-Mar-28 $244,616.58
4748128 MENLO PARK CA 94025 SFD 7.750 6.750 $2,865.65 360 1-Mar-28 $399,433.54
4748132 EVERETT WA 98201 SFD 7.350 6.750 $3,003.92 360 1-Mar-28 $435,331.12
4748148 MENLO PARK CA 94025 SFD 7.650 6.750 $2,043.41 360 1-Mar-28 $287,583.86
4748168 CARMEL CA 93921 SFD 7.500 6.750 $2,097.65 360 1-Mar-28 $299,553.31
4748182 MONTE SERENO CA 95030 SFD 7.400 6.750 $5,329.94 360 1-Mar-28 $768,630.73
4748183 FORT LEE NJ 07024 HCO 7.500 6.750 $517.42 360 1-May-28 $74,000.00
4748217 CAMBRIA CA 93428 SFD 7.500 6.750 $1,795.59 360 1-Mar-28 $256,417.63
4748434 LA HABRA CA 90361 SFD 7.625 6.750 $1,757.81 360 1-Apr-28 $248,170.25
4748757 OREGON CITY OR 97045 SFD 7.875 6.750 $1,997.57 360 1-May-28 $275,500.00
4748770 BOTHEL WA 98012 SFD 7.375 6.750 $2,210.16 360 1-May-28 $320,000.00
4748796 CORONADO CA 92118 LCO 7.500 6.750 $2,167.57 360 1-Apr-28 $309,769.93
4748937 PORTLAND OR 97229 SFD 7.350 6.750 $2,149.60 360 1-Mar-28 $311,521.34
4748967 SAN JOSE CA 95118 SFD 7.350 6.750 $2,101.37 360 1-Mar-28 $304,532.09
4749000 GREAT NECK NY 11021 SFD 7.550 6.750 $4,426.65 360 1-Mar-28 $629,071.29
4749007 NORTHPORT NY 11768 SFD 7.625 6.750 $2,654.23 360 1-May-28 $375,000.00
4749033 SAN JOSE CA 95133 SFD 7.625 6.750 $1,783.65 360 1-May-28 $252,000.00
4749229 QUOGUE NY 11959 SFD 7.400 6.750 $2,077.14 360 1-Mar-28 $299,544.32
4749242 REDWOOD CITY CA 94061 SFD 7.450 6.750 $1,802.11 360 1-Feb-28 $258,413.92
4749252 SAN CARLOS CA 94070 SFD 7.150 6.750 $1,729.05 360 1-Mar-28 $255,519.98
4749269 WESTLAKE VILLAGE CA 91361 SFD 7.550 6.750 $1,826.87 360 1-Mar-28 $259,616.72
4749290 TORRANCE CA 90501 SFD 7.450 6.750 $1,655.99 360 1-Mar-28 $237,642.08
4749303 DOBBS FERRY NY 10522 SFD 7.650 6.750 $1,965.36 360 1-Mar-28 $276,599.76
4749310 DAVIDSONVILLE MD 21035 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
4749353 IRVINE CA 92620 SFD 7.500 6.750 $2,421.04 360 1-May-28 $346,250.00
4749357 MENLO PARK CA 94025 SFD 7.300 6.750 $2,577.75 360 1-Mar-28 $375,417.40
4749362 LAFAYETTE CA 94549 SFD 7.300 6.750 $2,056.72 360 1-Mar-28 $299,535.15
4749372 NEWARK CA 94560 SFD 7.350 6.750 $1,901.57 360 1-Mar-28 $275,576.57
4749374 MACON GA 31210 SFD 7.500 6.750 $1,157.21 360 1-Apr-28 $165,377.17
4749386 SANTA BARBARA CA 93109 SFD 7.200 6.750 $1,920.98 360 1-Mar-28 $282,552.70
4749402 OAKLAND CA 94611 SFD 7.200 6.750 $2,443.64 360 1-Mar-28 $359,431.02
4749406 WATSONVILLE CA 95076 SFD 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4749414 SANTA BARBARA CA 93105 SFD 7.500 6.750 $4,289.69 360 1-Mar-28 $612,586.53
4749528 LUTHERVILLE MD 21093 SFD 7.250 6.750 $3,248.45 240 1-Apr-18 $410,234.68
4749571 CROWNSVILLE MD 21032 SFD 7.000 6.733 $1,833.57 360 1-May-28 $275,600.00
4749654 NEWCASTLE WA 98056 SFD 7.250 6.750 $2,346.69 360 1-Apr-28 $343,731.64
4749672 NASHVILLE TN 37215 SFD 7.250 6.750 $1,807.77 360 1-Apr-28 $264,793.28
4749678 SPRINGVILLE UT 84663 SFD 7.750 6.750 $1,735.87 360 1-Apr-28 $242,128.98
4749688 SNOQUALMIE WA 98050 SFD 7.125 6.750 $1,681.61 360 1-Apr-28 $249,400.39
4749712 CARMEL IN 46032 SFD 7.375 6.750 $2,072.03 360 1-Apr-28 $299,771.72
4749985 RANCHO SANTA MARGARITA CA 92688 SFD 7.500 6.750 $1,817.96 360 1-Apr-28 $259,807.04
4750067 ATHERTON CA 94027 SFD 7.875 6.750 $4,712.96 360 1-May-28 $650,000.00
4750124 OCONOMOWOC WI 53066 SFD 7.375 6.750 $2,011.94 360 1-May-28 $291,300.00
4750168 POUND RIDGE NY 10576 SFD 7.625 6.750 $1,911.04 360 1-Apr-28 $269,804.59
4750902 SAN DIEGO CA 92106 SFD 7.500 6.750 $4,747.67 360 1-Apr-28 $678,496.08
4751016 FAYETTEVILLE AR 72703 SFD 7.375 6.750 $1,723.23 360 1-Apr-28 $249,310.16
4751288 SUNNYVALE CA 94087 SFD 7.875 6.750 $2,153.46 360 1-May-28 $297,000.00
4751309 KENNESAW GA 30152 PUD 7.125 6.750 $1,940.31 360 1-Apr-28 $287,769.69
4751747 SAN FRANCISCO CA 94107 LCO 7.250 6.750 $2,130.44 360 1-Apr-28 $312,056.37
4751776 YORBA LINDA CA 92887 SFD 7.375 6.750 $1,902.81 360 1-Apr-28 $275,290.37
4751922 HERMOSA BEACH CA 90254 SFD 7.375 6.750 $2,032.66 360 1-Apr-28 $294,076.06
4751930 LOS ANGELES CA 90045 SFD 7.250 6.750 $1,626.99 360 1-Apr-28 $238,313.95
4751943 LOS ANGELES CA 91307 SFD 7.250 6.750 $2,195.93 360 1-Apr-28 $321,648.88
4751968 EL MACERO CA 95618 SFD 7.250 6.750 $2,182.97 360 1-Apr-28 $319,750.36
4751974 BREA CA 92821 SFD 7.625 6.750 $1,946.43 360 1-Apr-28 $274,800.97
4751981 LA VERNE CA 91750 SFD 7.625 6.750 $1,677.47 360 1-Apr-28 $236,828.47
4751991 VALENCIA CA 91354 SFD 7.625 6.750 $1,691.63 360 1-Apr-28 $238,827.02
4752000 TRABUCO CANYON AREA CA 92679 SFD 7.625 6.750 $1,978.28 360 1-Apr-28 $279,297.71
4752013 LAKE FOREST CA 92630 SFD 7.625 6.750 $1,668.62 360 1-Apr-28 $235,579.37
4752027 TOPANGA CANYON AREA CA 90290 SFD 6.875 6.608 $1,852.54 360 1-Apr-28 $281,763.09
4752034 MARIETTA GA 30068 SFD 7.375 6.750 $1,792.65 360 1-Apr-28 $259,352.50
4752035 LA CANADA FLINTRIDGE CA 91011 SFD 7.000 6.733 $2,128.97 360 1-Apr-28 $319,737.70
4752049 LOS ANGELES CA 90034 SFD 7.625 6.750 $1,854.42 360 1-Apr-28 $261,764.79
4752058 ROSSMOOR AREA CA 90720 SFD 7.750 6.750 $2,154.97 360 1-Apr-28 $300,587.70
4752076 SAUGUS AREA CA 91384 SFD 7.750 6.750 $2,722.37 360 1-Apr-28 $379,731.80
4752080 LONG BEACH CA 90808 SFD 7.625 6.750 $1,833.19 360 1-Apr-28 $258,812.54
4752159 HIGHLAND VILLAGE TX 75067 SFD 7.500 6.750 $1,662.04 360 1-May-28 $237,700.00
4752423 BEND OR 97701 SFD 7.250 6.750 $1,918.62 360 1-Apr-28 $281,030.60
4752491 ATLANTA GA 30308 SFD 7.750 6.750 $859.70 360 1-Apr-28 $119,915.30
4752496 STAMFORD CT 06905 SFD 7.500 6.750 $1,730.56 360 1-Apr-28 $247,316.32
4752595 WESTMINSTER CO 80234 SFD 7.375 6.750 $2,132.11 360 1-Apr-28 $308,465.11
4752752 AGOURA HILLS CA 91301 SFD 7.250 6.750 $1,712.95 360 1-Apr-28 $250,904.11
4752758 TORRANCE CA 90503 SFD 7.625 6.750 $1,900.43 360 1-Apr-28 $268,305.66
4752765 LA CRESCENTA CA 91214 SFD 7.250 6.750 $1,678.16 360 1-Apr-28 $245,808.09
4752776 MOORPARK CA 93021 SFD 7.375 6.750 $2,103.11 360 1-Apr-28 $304,268.30
4752783 SAN JOSE CA 95117 SFD 7.250 6.750 $2,455.84 360 1-Apr-28 $359,719.16
4752789 TORRANCE CA 90501 SFD 7.000 6.733 $1,763.05 360 1-Apr-28 $264,782.78
4752798 LOS ALAMITOS CA 90270 SFD 7.625 6.750 $1,670.39 360 1-Apr-28 $235,829.19
4752802 LAGUNA HILLS CA 92653 SFD 7.625 6.750 $2,339.97 360 1-Apr-28 $330,360.72
4752813 PACIFIC PALISADES CA 90272 SFD 7.000 6.733 $2,694.48 360 1-Apr-28 $404,668.02
4752827 TORRANCE CA 90277 SFD 7.500 6.750 $2,684.99 360 1-Apr-28 $383,715.01
4752833 DUVALL WA 98019 SFD 7.500 6.750 $2,090.66 360 1-May-28 $299,000.00
4753348 CORAL SPRINGS FL 33071 SFD 7.875 6.750 $3,172.18 360 1-Apr-28 $437,198.91
4753572 SANTA BARBARA CA 93111 SFD 7.250 6.750 $2,489.95 360 1-Apr-28 $364,715.26
4753579 LAGUNA NIGUEL CA 92677 SFD 7.750 6.750 $1,948.64 360 1-Apr-28 $271,808.03
4753587 LOS ANGELES CA 91436 SFD 7.625 6.750 $2,941.59 360 1-Apr-28 $415,299.20
4753603 LOS ANGELES CA 91304 SFD 7.500 6.750 $3,041.59 360 1-Apr-28 $434,677.16
4753611 MISSION VIEJO CA 92692 LCO 7.625 6.750 $1,652.70 360 1-Apr-28 $233,331.00
4753647 COSTA MESA CA 92627 SFD 7.375 6.750 $1,761.22 360 1-Apr-28 $254,805.97
4753656 SAUGUS AREA CA 91350 SFD 7.250 6.750 $1,691.80 360 1-Apr-28 $247,806.53
4753660 WEST COVINA CA 91791 SFD 7.625 6.750 $1,790.72 360 1-Apr-28 $252,816.88
4753672 LOS ANGELES CA 90066 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,710.42
4753681 SANTA MONICA CA 90403 SFD 7.250 6.750 $2,619.56 360 1-Apr-28 $383,700.44
4753691 HACIENDA HEIGHTS AREA CA 91745 SFD 7.250 6.750 $2,298.25 360 1-Apr-28 $336,637.19
4753698 LOS ANGELES CA 91367 SFD 7.625 6.750 $1,811.95 360 1-Apr-28 $255,814.72
4753709 CHINO HILLS CA 91709 SFD 8.000 6.750 $1,138.44 360 1-Apr-28 $155,045.89
4753731 BELMONT CA 94002 SFD 7.625 6.750 $2,229.55 360 1-Apr-28 $314,772.01
4753735 TRABUCO CANYON CA 92679 SFD 7.625 6.750 $1,949.97 360 1-Apr-28 $275,300.60
4753751 NORMANDY PARK WA 98166 SFD 7.500 6.750 $1,765.52 360 1-May-28 $252,500.00
4753957 AUSTIN TX 78733 SFD 7.250 6.750 $1,868.14 360 1-Apr-28 $273,636.37
4753982 LOS ANGELES CA 91381 SFD 7.375 6.750 $1,930.09 360 1-Apr-28 $279,237.36
4753988 CAMIRILLO CA 93012 SFD 7.625 6.750 $2,353.42 360 1-Apr-28 $331,612.76
4753994 LOS FLORES CA 92688 SFD 7.625 6.750 $2,229.55 360 1-Apr-28 $314,772.01
4753998 SEAL BEACH CA 90740 LCO 7.625 6.750 $1,632.88 360 1-Apr-28 $230,533.03
4754001 LOS ANGELES CA 91423 SFD 7.625 6.750 $2,887.80 360 1-Apr-28 $407,704.70
4754003 THOUSAND OAKS CA 91362 SFD 7.500 6.750 $1,727.06 360 1-Apr-28 $246,816.69
4754006 SAN JOSE CA 95125 SFD 7.250 6.750 $1,652.23 360 1-Apr-28 $242,011.06
4754012 MANHATTAN BEACH CA 90266 SFD 7.375 6.750 $2,499.90 360 1-Apr-28 $361,674.58
4754014 LONG BEACH CA 90803 SFD 7.250 6.750 $2,220.49 360 1-Apr-28 $325,245.24
4754019 ALTADENA AREA CA 91001 SFD 7.625 6.750 $2,371.11 360 1-Apr-28 $334,757.54
4754025 YORBA LINDA CA 92887 SFD 7.625 6.750 $1,840.27 360 1-Apr-28 $259,700.90
4754026 CANYON COUNTRY CA 91351 SFD 7.375 6.750 $1,870.00 360 1-Apr-28 $270,543.98
4754027 SIMI VALLEY CA 93065 SFD 7.250 6.750 $2,063.58 360 1-Apr-28 $302,264.02
4754143 WALNUT CREEK CA 94598 SFD 7.375 6.750 $1,712.88 360 1-Apr-28 $247,811.29
4754178 FORT LAUDERDALE FL 33308 SFD 7.550 6.750 $1,756.61 360 1-Mar-28 $249,631.47
4754183 HUNTINGTON BEACH CA 92646 SFD 7.750 6.750 $1,937.18 360 1-Apr-28 $270,209.15
4754187 NEWPORT BEACH CA 92680 HCO 7.625 6.750 $1,297.39 360 1-Apr-28 $183,167.33
4754192 SIMI VALLEY CA 93065 SFD 7.625 6.750 $2,010.14 360 1-Apr-28 $283,794.44
4754199 TEHACHAPI CA 93561 SFD 8.000 6.750 $975.91 360 1-Apr-28 $132,910.76
4754202 SAN JOSE CA 95120 SFD 7.250 6.750 $2,524.06 360 1-Apr-28 $369,711.36
4754416 NEW CANAAN CT 06840 SFD 7.500 6.750 $3,635.92 360 1-May-28 $520,000.00
4754489 ATASCADERO CA 93422 SFD 7.550 6.750 $1,869.03 360 1-Mar-28 $265,607.88
4754498 BOCA RATON FL 33486 SFD 7.800 6.750 $1,658.59 360 1-Dec-27 $229,584.52
4754505 CASTRO VALLEY CA 94552 SFD 7.200 6.750 $1,839.52 360 1-Mar-28 $207,193.68
4754512 CONCORD CA 94518 SFD 7.350 6.750 $1,653.54 360 1-Mar-28 $239,631.80
4754515 GREENWICH CT 06831 SFD 7.400 6.750 $1,855.58 360 1-Mar-28 $267,548.24
4754522 AGOURA HILLS CA 91301 SFD 7.650 6.750 $1,915.69 360 1-Mar-28 $269,609.89
4754535 SANTA BARBARA CA 93110 SFD 7.350 6.750 $2,928.14 360 1-Mar-28 $424,347.99
4754543 LOS GATOS CA 95030 SFD 7.600 6.750 $2,428.90 360 1-Mar-28 $343,497.96
4754549 RANCHO PALOS VERDES CA 90275 SFD 7.200 6.750 $2,009.22 360 1-Mar-28 $295,532.17
4754559 TRACY CA 95376 SFD 7.300 6.750 $1,744.10 360 1-Mar-28 $254,005.81
4754563 SUNNYVALE CA 94087 SFD 7.450 6.750 $2,532.69 360 1-Mar-28 $363,452.59
4754569 MORGAN HILL CA 95037 SFD 7.400 6.750 $2,049.45 360 1-Mar-28 $295,550.39
4754575 GLENDALE CA 91208 SFD 7.300 6.750 $1,919.60 360 1-Mar-28 $279,566.15
4754587 SANTA BARBARA CA 93103 SFD 7.400 6.750 $2,492.57 360 1-Mar-28 $359,453.18
4754668 COVINA CA 91724 SFD 7.350 6.750 $2,093.79 360 1-Mar-28 $303,433.78
4754671 LAFAYETTE CA 94549 SFD 7.450 6.750 $2,226.55 360 1-Mar-28 $319,518.75
4754672 NEWPORT BEACH CA 92661 SFD 7.400 6.750 $4,434.01 360 1-Mar-28 $639,427.26
4754673 CARMEL CA 93923 SFD 7.150 6.750 $2,471.99 360 1-Mar-28 $365,415.79
4754676 SANTA BARBARA CA 93109 SFD 7.150 6.750 $1,877.64 360 1-Mar-28 $277,556.24
4754678 MOUNTAIN VIEW CA 94043 SFD 7.650 6.750 $2,156.93 360 1-Mar-28 $303,560.75
4754680 REDONDO BEACH CA 90277 SFD 7.250 6.750 $1,732.73 360 1-Mar-28 $253,602.51
4754684 SAN FRANCISCO CA 94131 SFD 7.100 6.750 $1,841.37 360 1-Mar-28 $273,500.37
4754686 NEVADA CITY CA 95959 SFD 7.500 6.750 $1,901.87 360 1-Mar-28 $271,595.00
4754688 SAN JOSE CA 95120 SFD 7.350 6.750 $1,736.21 360 1-Mar-28 $251,613.40
4754691 SIERRA MADRE CA 91024 SFD 7.350 6.750 $2,808.94 360 1-Mar-28 $407,074.54
4754700 SAN JOSE CA 95126 SFD 7.550 6.750 $3,133.79 360 1-Mar-28 $440,311.07
4754713 HERMOSA BEACH CA 90254 SFD 7.200 6.750 $1,615.52 360 1-Mar-28 $237,623.84
4754714 FORT LEE NJ 07029 HCO 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4754717 SHERMAN OAKS CA 91423 SFD 7.350 6.750 $1,660.43 360 1-Mar-28 $240,277.52
4754721 LOS ANGELES CA 90272 SFD 7.400 6.750 $2,084.07 360 1-Mar-28 $300,542.80
4754725 PALO ALTO CA 94303 SFD 7.500 6.750 $3,006.63 360 1-Mar-28 $429,359.75
4754726 PACIFIC GROVE CA 93950 SFD 7.150 6.750 $1,722.29 360 1-Mar-28 $254,542.66
4754731 TRABUCO CANYON CA 92679 SFD 7.350 6.750 $1,619.09 360 1-Mar-28 $234,639.48
4754733 SUNNYVALE CA 94087 SFD 7.500 6.750 $2,482.22 360 1-Mar-28 $354,453.53
4754738 SAN CARLOS CA 94070 SFD 7.250 6.750 $2,401.27 360 1-Mar-28 $351,449.14
4754740 CORTE MADERA CA 94925 SFD 7.400 6.750 $2,017.60 360 1-Mar-28 $290,957.38
4754741 SEAL BEACH CA 90740 SFD 7.150 6.750 $2,127.54 360 1-Mar-28 $314,285.46
4754747 SAN LUIS OBISPO CA 93401 SFD 7.550 6.750 $3,091.63 360 1-Mar-28 $439,351.37
4754748 NEWPORT BEACH CA 92660 SFD 7.000 6.733 $2,275.34 360 1-Mar-28 $341,437.69
4754754 ORANGE CA 92869 SFD 7.500 6.750 $2,608.08 360 1-Mar-28 $372,444.61
4754756 SAN JOSE CA 95124 SFD 7.350 6.750 $2,618.10 360 1-Mar-28 $379,417.03
4754761 MOUNTAIN VIEW CA 94041 SFD 7.500 6.750 $2,272.45 360 1-Mar-28 $324,516.10
4754764 MISSION VIEJO CA 92692 SFD 7.550 6.750 $1,607.65 360 1-Mar-28 $228,462.71
4754772 PLEASANTON CA 94566 SFD 7.200 6.750 $1,832.73 360 1-Mar-28 $269,573.27
4754777 ALLEN TX 75013 SFD 7.550 6.750 $1,131.96 360 1-Mar-28 $160,862.52
4754778 WALNUT CREEK CA 94598 SFD 7.875 6.750 $2,936.54 360 1-May-28 $405,000.00
4754782 VENTURA CA 93001 SFD 7.550 6.750 $2,670.04 360 1-Mar-28 $379,439.83
4754786 NEWPORT BEACH CA 92660 SFD 7.600 6.750 $2,259.44 360 1-Mar-28 $319,532.99
4754793 FORT MYERS FL 33919 SFD 7.800 6.750 $507.51 360 1-Jan-28 $70,301.04
4754803 FORT MYERS FL 33912 SFD 7.550 6.750 $2,037.67 360 1-Nov-27 $287,681.63
4754830 SAN LUIS OBISPO CA 93405 SFD 7.500 6.750 $2,236.79 360 1-Mar-28 $319,423.70
4754831 DALLAS TX 75209 SFD 7.450 6.750 $1,877.26 360 1-Mar-28 $269,394.25
4754843 REDWOOD CITY CA 94061 SFD 7.200 6.750 $1,832.73 360 1-Mar-28 $269,573.27
4754844 LA CANADA FLINTRIDGE CA 91011 SFD 7.350 6.750 $1,722.44 360 1-Mar-28 $249,616.45
4754852 MILPITAS CA 95035 PUD 7.350 6.750 $1,825.78 360 1-Mar-28 $264,593.46
4754853 LOS ANGELES CA 90045 SFD 7.500 6.750 $2,006.75 360 1-Mar-28 $286,572.67
4754861 ENCINITAS CA 92024 SFD 7.350 6.750 $2,790.34 360 1-Mar-28 $404,368.96
4754865 DELRAY BEACH FL 33483 SFD 7.800 6.750 $2,591.54 360 1-Mar-28 $359,495.29
4754889 PALM DESERT CA 92211 SFD 7.250 6.750 $1,875.99 360 1-Mar-28 $274,569.65
4754895 MILL VALLEY CA 94941 SFD 7.350 6.750 $2,886.80 360 1-Mar-28 $418,357.20
4754904 SONOMA CA 95476 SFD 7.600 6.750 $2,002.43 360 1-Mar-28 $283,186.10
4754908 TARZANA CA 91356 SFD 7.750 6.750 $2,464.46 360 1-Mar-28 $343,512.85
4754918 GILROY CA 95020 SFD 7.300 6.750 $1,727.64 360 1-Mar-28 $251,609.54
4754920 RIVERSIDE CA 92506 SFD 7.550 6.750 $2,445.20 360 1-Mar-28 $347,487.00
4754927 LAGUNA NIGUEL CA 92677 SFD 7.200 6.750 $2,267.16 360 1-Mar-28 $332,734.87
4755094 SANTA BARBARA CA 93110 SFD 7.300 6.750 $1,755.07 360 1-Mar-28 $255,603.33
4755111 ROSLYN NY 11576 SFD 7.800 6.750 $2,631.85 360 1-Jan-28 $364,568.20
4755122 PLANTATION FL 33317 SFD 7.850 6.750 $651.01 360 1-Nov-27 $89,620.27
4755128 BRADENTON FL 34209 SFD 7.950 6.750 $506.09 360 1-Dec-27 $69,061.98
4755139 DALLAS TX 75208 SFD 7.300 6.750 $1,568.59 360 1-Mar-28 $228,445.49
4755150 DOWNEY CA 90241 SFD 7.600 6.750 $968.74 360 1-Jan-28 $136,553.79
4755162 BELVEDERE TIBURON CA 94920 SFD 7.650 6.750 $2,788.40 360 1-Mar-28 $392,432.16
4755166 NAPLES FL 34104 SFD 7.350 6.750 $2,755.89 360 1-Jan-28 $398,765.16
4755169 MOUNTAIN VIEW CA 94043 SFD 7.500 6.750 $1,873.90 360 1-Mar-28 $267,600.96
4755174 SAN JOSE CA 95148 SFD 7.600 6.750 $1,955.83 360 1-Mar-28 $276,595.73
4755191 BELVEDERE CA 94920 SFD 7.450 6.750 $4,171.29 360 1-Mar-28 $598,598.43
4755198 SAN JOSE CA 95128 SFD 7.500 6.750 $2,237.49 360 1-Mar-28 $319,422.92
4755206 SANTA CLARITA CA 91351 SFD 7.500 6.750 $2,936.01 360 1-Mar-28 $419,274.79
4755219 SUNLAND AREA CA 91040 SFD 7.300 6.750 $1,755.07 360 1-Mar-28 $255,603.33
4755236 VAN NUYS CA 91406 SFD 7.650 6.750 $1,816.36 360 1-Mar-28 $255,227.56
4755241 IRVINE CA 92620 SFD 7.200 6.750 $1,900.61 360 1-Mar-28 $279,557.46
4755244 SAN JOSE CA 95128 SFD 7.550 6.750 $1,854.98 360 1-Mar-28 $263,610.82
4755251 LOS ANGELES CA 90049 LCO 7.350 6.750 $1,860.23 360 1-Mar-28 $269,585.78
4755253 BELMONT CA 94002 SFD 7.300 6.750 $3,599.25 360 1-Mar-28 $524,185.78
4755261 SAN RAMON CA 94583 SFD 8.000 6.750 $1,972.36 360 1-Mar-28 $268,438.08
4755262 DANVILLE CA 94526 SFD 7.550 6.750 $2,037.67 360 1-Mar-28 $289,572.49
4755269 SANTA YNEZ CA 93460 SFD 7.500 6.750 $1,887.88 360 1-Nov-27 $268,778.78
4755284 STEWARTSVILLE NJ 08886 SFD 7.375 6.750 $1,669.02 360 1-Feb-28 $241,094.97
4755293 MARINA DEL REY CA 90292 SFD 7.650 6.750 $3,866.86 360 1-Jan-28 $543,414.99
4755300 MOUNTAIN VIEW CA 94040 SFD 7.300 6.750 $2,982.24 360 1-Dec-27 $433,246.80
4755320 SAN MARTIN CA 95046 SFD 7.250 6.750 $2,339.87 360 1-Dec-27 $341,645.85
4755329 ALTADENA CA 91001 SFD 7.350 6.750 $2,066.92 360 1-Jan-28 $299,073.86
4755330 THOUSAND OAKS CA 91361 LCO 7.600 6.750 $2,887.85 360 1-Nov-27 $407,124.35
4755337 MENLO PARK CA 94025 SFD 7.400 6.750 $3,184.95 360 1-Jan-28 $458,593.93
4755339 SAN CLEMENTE CA 92673 SFD 7.750 6.750 $2,070.44 360 1-Mar-28 $288,590.73
4755353 NAPA CA 94558 SFD 7.750 6.750 $1,791.04 360 1-Mar-28 $249,645.95
4755367 ENCINITAS CA 92024 SFD 7.350 6.750 $1,739.66 360 1-Mar-28 $252,112.62
4755371 ALISO VIEJO CA 92656 SFD 7.700 6.750 $2,560.24 360 1-Jan-28 $358,066.05
4755375 LAGUNA HILLS CA 92653 SFD 7.700 6.750 $3,122.77 360 1-Jan-28 $436,738.86
4755382 SAN JOSE CA 95135 SFD 7.400 6.750 $2,430.26 360 1-Dec-27 $349,654.72
4755387 RANCHO PALOS VERDES CA 90275 SFD 7.550 6.750 $3,203.35 360 1-Jan-28 $454,547.39
4755390 NEWPORT BEACH CA 92662 SFD 7.600 6.750 $2,824.30 360 1-Jan-28 $398,825.03
4755787 VIENNA VA 22182 SFD 7.500 6.750 $1,762.02 360 1-May-28 $252,000.00
4755939 BROOKLYN NY 11234 MF2 7.875 6.750 $2,146.21 360 1-Apr-28 $295,796.29
4756298 DRIPPING SPRINGS TX 78620 SFD 7.375 6.750 $1,657.62 360 1-May-28 $240,000.00
4756429 FRUIT HEIGHTS UT 84037 SFD 7.250 6.750 $1,739.55 360 1-Apr-28 $253,061.47
4757856 UPPER SADDLE RIVER NJ 07458 MF2 7.750 6.750 $2,364.16 360 1-Apr-28 $329,767.09
4757912 RANCHO PALOS VERDES CA 90275 SFD 7.050 6.750 $2,514.18 360 1-Mar-28 $375,387.85
4757925 SANTA CLARITA CA 91321 SFD 7.400 6.750 $830.86 360 1-Dec-27 $119,540.06
4757933 FRESNO CA 93727 SFD 7.850 6.750 $611.22 360 1-Dec-27 $83,960.13
4757962 LAGUNA NIGUEL CA 92677 SFD 7.900 6.750 $1,017.53 360 1-Nov-27 $139,415.27
4757975 VISTA CA 92084 PUD 7.600 6.750 $328.33 360 1-Nov-27 $46,293.78
4757984 NORTH HOLLYWOOD CA 91706 SFD 8.150 6.750 $987.62 360 1-Nov-27 $132,172.94
4758280 SAN ANTONIO TX 78247 SFD 7.250 6.750 $2,646.85 360 1-May-28 $388,000.00
4759050 CAPISTRANO BEACH CA 92624 SFD 7.000 6.733 $2,661.21 360 1-Apr-28 $399,672.13
4759440 AUSTIN TX 78746 SFD 7.250 6.750 $2,844.34 360 1-May-28 $416,950.00
4759706 REDMOND OR 97756 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,804.98
4760341 LAGUNA HILLS CA 92653 SFD 7.000 6.733 $1,833.91 360 1-Apr-28 $275,424.05
4760345 LOS ANGELES CA 91356 SFD 7.375 6.750 $1,647.26 360 1-Apr-28 $238,318.52
4760353 ESCONDIDO CA 92025 SFD 7.250 6.750 $2,182.97 360 1-May-28 $320,000.00
4760361 HUNTINGTON BEACH CA 92649 SFD 7.375 6.750 $1,629.99 360 1-Apr-28 $235,820.43
4760368 YORBA LINDA CA 92887 SFD 7.750 6.750 $1,857.30 360 1-May-28 $259,250.00
4760373 PALOS VERDES CA 90274 SFD 6.750 6.483 $2,247.39 360 1-Apr-28 $346,201.68
4760381 TORRANCE CA 90503 SFD 7.625 6.750 $1,687.74 360 1-Apr-28 $238,277.42
4760388 SEAL BEACH CA 90740 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
4760392 LAGUNA BEACH CA 92651 SFD 7.375 6.750 $2,721.26 360 1-Apr-28 $393,700.20
4760559 TRABUCO CANYON CA 92679 SFD 7.750 6.750 $2,292.52 360 1-Apr-28 $319,774.15
4760655 LAGUNA BEACH CA 92651 SFD 7.625 6.750 $2,356.95 360 1-Apr-28 $332,758.99
4760688 LOS ANGELES CA 91604 SFD 7.250 6.750 $2,081.32 360 1-Apr-28 $304,861.99
4760701 NORTH ANDOVER MA 01845 SFD 7.250 6.750 $2,039.71 360 1-Apr-28 $298,766.75
4760741 MORGAN HILL CA 95037 SFD 7.650 6.750 $1,873.12 360 1-Mar-28 $263,541.06
4760745 SUNNYVALE CA 94087 SFD 7.250 6.750 $2,303.71 360 1-Apr-28 $337,436.57
4760768 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.733 $1,676.56 360 1-May-28 $252,000.00
4760779 LOS ANGELES CA 91367 SFD 7.500 6.750 $2,146.59 360 1-Apr-28 $306,772.16
4760791 VISTA CA 92084 SFD 7.625 6.750 $2,065.34 360 1-Apr-28 $291,588.81
4760795 LOS ANGELES CA 90024 SFD 7.625 6.750 $1,769.49 360 1-Apr-28 $249,819.06
4760800 OXNARD CA 93035 SFD 7.250 6.750 $2,021.29 360 1-Apr-28 $296,068.86
4760953 HIGHLAND PARK TX 75205 MF2 7.250 6.750 $2,728.71 360 1-Apr-28 $399,687.96
4761705 NORTH MASSAPEQUA NY 11759 SFD 7.625 6.750 $1,206.08 360 1-Apr-28 $170,276.67
4761833 VIRIGINA BEACH VA 23456 SFD 7.375 6.750 $2,051.31 360 1-Apr-28 $296,774.01
4761840 VIRGINIA BEACH VA 23456 SFD 7.625 6.750 $1,790.36 360 1-Apr-28 $252,766.93
4762756 CUPERTINO CA 95014 SFD 7.750 6.750 $3,188.03 360 1-Mar-28 $444,369.80
4762930 DANVILLE CA 94506 THS 7.875 6.750 $1,773.71 360 1-May-28 $244,625.00
4763127 LOS ANGELES CA 91436 SFD 7.250 6.750 $3,854.30 360 1-Apr-28 $564,559.25
4763137 GLENDALE CA 91208 SFD 7.625 6.750 $2,123.38 360 1-May-28 $300,000.00
4763167 FOUNTAIN VALLEY CA 92708 SFD 7.250 6.750 $1,717.72 360 1-May-28 $251,800.00
4763187 LAGUNA HILLS CA 92653 SFD 7.750 6.750 $1,791.03 360 1-May-28 $250,000.00
4763901 HUNTINGTON BEACH CA 92648 SFD 7.000 6.733 $1,995.91 360 1-May-28 $300,000.00
4763909 LAGUNA BEACH CA 92651 SFD 7.500 6.750 $4,544.90 360 1-Apr-28 $649,517.60
4764240 NAPLES FL 34110 SFD 7.125 6.750 $1,064.48 360 1-May-28 $158,000.00
4764435 OLD GREENWICH CT 06870 LCO 7.250 6.750 $2,046.53 360 1-Apr-28 $299,765.97
4764535 MANHATTAN BEACH CA 90266 SFD 7.500 6.750 $2,272.45 360 1-May-28 $325,000.00
4764545 MELVILLE NY 11747 SFD 7.500 6.750 $1,820.76 360 1-May-28 $260,400.00
4764980 LAGUNA NIGUEL CA 92677 SFD 7.625 6.750 $1,773.02 360 1-May-28 $250,500.00
4764981 WALNUT CA 91789 SFD 7.250 6.750 $1,773.66 360 1-Apr-28 $259,797.18
4764991 ORINDA CA 94563 SFD 7.250 6.750 $2,019.25 360 1-Apr-28 $295,769.09
6261078 STEAMBOAT SPRINGS CO 80477 SFD 7.625 6.750 $4,600.66 360 1-Apr-28 $649,529.55
6342424 FOUNTAINVILLE PA 18923 SFD 7.000 6.733 $1,904.76 360 1-Dec-27 $285,012.26
6350460 MAHTOMEDI MN 55115 SFD 7.375 6.750 $2,486.43 360 1-Jan-28 $358,894.14
6354306 SAN JOSE CA 95135 SFD 7.375 6.750 $2,533.05 360 1-Apr-28 $366,470.93
6384080 NORWALK CT 06855 SFD 7.125 6.750 $3,348.72 360 1-Apr-28 $496,652.51
6423831 ASPEN CO 81611 SFD 7.375 6.750 $6,906.75 360 1-May-28 $1,000,000.00
6441352 CHASKA MN 55318 SFD 7.375 6.750 $2,455.73 360 1-Mar-28 $354,969.54
6442921 ST PAUL MN 55105 SFD 7.500 6.750 $2,209.52 360 1-Feb-28 $315,292.03
6444800 BAYTOWN TOWNSHIP MN 55082 SFD 7.375 6.750 $4,110.90 360 1-Jan-28 $593,371.64
6451008 NEWARK DE 19711 SFD 7.375 6.750 $1,726.69 360 1-Apr-28 $249,809.77
6458186 DEEPHAVEN MN 55331 SFD 7.375 6.750 $4,144.05 360 1-Jan-28 $598,156.89
6460997 SAN JOSE CA 95121 SFD 7.250 6.750 $2,660.49 360 1-May-28 $390,000.00
6463956 FALLON NV 89406 SFD 7.625 6.750 $1,828.23 360 1-Apr-28 $258,113.05
6464704 BASTROP TX 78612 SFD 7.750 6.750 $2,314.01 360 1-Mar-28 $322,542.59
6469297 WESTWOOD MA 02090 SFD 7.625 6.750 $2,194.16 360 1-Apr-28 $309,775.63
6470467 WASHINGTON TWP NJ 08691 SFD 7.625 6.750 $2,371.11 360 1-Mar-28 $334,412.90
6470592 LAFAYETTE CO 80026 PUD 7.500 6.750 $1,860.97 360 1-Apr-28 $265,954.48
6471297 SAN JOSE CA 95126 SFD 7.375 6.750 $1,795.76 360 1-Apr-28 $259,802.16
6473786 CHESAPEAKE VA 23320 SFD 7.625 6.750 $1,844.16 360 1-Feb-28 $259,980.65
6475195 SCARBOROUGH ME 04074 SFD 7.750 6.750 $1,719.39 360 1-May-28 $240,000.00
6478061 SAN RAMON CA 94583 SFD 7.500 6.750 $2,018.86 360 1-Apr-28 $288,517.72
6483289 GRAYSLAKE IL 60030 PUD 7.500 6.750 $1,690.00 360 1-Apr-28 $241,520.63
6484039 CAMARILLO CA 93010 SFD 6.875 6.608 $2,092.32 360 1-Feb-28 $317,682.65
6493823 BOZEMAN MT 59715 SFD 7.500 6.750 $1,924.24 360 1-Mar-28 $274,790.24
6499367 ROCHESTER MI 48307 SFD 7.000 6.733 $2,790.94 360 1-Mar-28 $418,810.28
6502803 LINCOLN NE 68516 SFD 7.750 6.750 $1,826.85 360 1-Mar-28 $254,638.88
6503301 SAN JOSE CA 95123 SFD 7.875 6.750 $1,696.66 360 1-Apr-28 $233,838.97
6504346 HUNTINGTON BEACH CA 92648 SFD 7.250 6.750 $3,188.49 360 1-Apr-28 $467,035.39
6507005 BOGART GA 30622 SFD 7.500 6.750 $1,706.08 360 1-Jan-28 $243,268.19
6514017 FLOWER MOUND TX 75028 SFD 7.500 6.750 $2,405.30 360 1-Oct-27 $342,112.32
6514523 OMAHA NE 68164 SFD 7.500 6.750 $1,710.28 360 1-Apr-28 $244,418.47
6518577 JUNCTION CITY OR 97448 SFD 7.500 6.750 $1,985.77 360 1-May-28 $284,000.00
6523983 ALBUQUERQUE NM 87111 SFD 7.375 6.750 $1,930.09 360 1-Mar-28 $279,023.42
6525631 WESTMINSTER CO 80020 SFD 7.625 6.750 $2,123.38 360 1-Mar-28 $299,563.99
6534117 MT LAUREL TWP NJ 08054 SFD 7.375 6.750 $846.08 360 1-Nov-27 $121,627.08
6538006 WEST FRIENDSHIP MD 21794 SFD 7.625 6.750 $2,734.91 360 1-Apr-28 $386,120.34
6539363 FALLBROOK CA 92028 SFD 8.000 6.750 $1,769.84 360 1-Apr-28 $241,038.16
6540172 SCOTTSDALE AZ 85254 PUD 7.500 6.750 $1,800.85 360 1-Apr-28 $257,362.86
6541062 FREMONT CA 94539 SFD 7.000 6.733 $2,661.21 360 1-Apr-28 $399,672.12
6541310 VIRGINIA BEACH VA 23456 SFD 7.875 6.750 $725.07 360 1-Mar-28 $99,861.91
6545540 ALPHARETTA GA 30022 SFD 6.875 6.608 $2,049.62 360 1-Mar-28 $311,474.26
6547595 ORONO MN 55356 SFD 7.250 6.750 $3,743.78 360 1-Mar-28 $547,941.19
6549181 MINNETONKA BEACH MN 55391 SFD 7.375 6.750 $1,899.36 360 1-Dec-27 $272,658.88
6550715 SAN DIEGO CA 92130 SFD 7.250 6.750 $2,596.02 360 1-May-28 $380,550.00
6552437 ANDOVER MA 01810 SFD 7.750 6.750 $1,669.24 360 1-Nov-27 $230,364.00
6553376 TOWN AND COUNTRY MO 63131 SFD 7.375 6.750 $5,252.58 360 1-Mar-28 $751,436.35
6554557 CARMICHAEL CA 95608 SFD 8.125 6.750 $1,863.59 360 1-Feb-28 $250,494.12
6555461 WOODBURY MN 55125 SFD 7.625 6.750 $2,154.45 360 1-Apr-28 $304,168.69
6555884 SAN JOSE CA 95148 SFD 7.250 6.750 $2,363.74 360 1-Apr-28 $346,229.70
6556048 SAN JOSE CA 95138 SFD 7.125 6.750 $2,269.76 360 1-Apr-28 $336,630.58
6558110 SCOTTSDALE AZ 85260 SFD 7.500 6.750 $2,064.08 360 1-Apr-28 $294,980.92
6562116 OCEAN CITY NJ 08226 LCO 7.250 6.750 $1,705.44 360 1-Dec-27 $249,013.02
6562878 RALEIGH NC 27614 SFD 6.750 6.483 $4,086.17 360 1-Mar-28 $628,912.11
6565816 FORT COLLINS CO 80524 PUD 7.125 6.750 $2,425.39 360 1-Feb-28 $359,131.19
6568298 CHINO HILLS CA 91709 SFD 7.625 6.750 $1,702.60 360 1-Apr-28 $240,375.89
6568988 ALAMO CA 94507 SFD 7.500 6.750 $3,663.88 360 1-Apr-28 $523,611.12
6572029 CLIVE IA 50325 SFD 7.500 6.750 $349.61 360 1-Feb-28 $49,887.97
6572414 NORTH POTOMAC MD 20878 SFD 7.250 6.750 $1,650.87 360 1-Dec-27 $241,044.59
6573171 BOULDER CITY NV 89005 SFD 7.750 6.750 $2,507.44 360 1-Apr-28 $349,752.98
6573634 REDMOND WA 98053 SFD 7.375 6.750 $1,861.51 360 1-Apr-28 $269,314.91
6574990 WESTFORD MA 01886 SFD 7.250 6.750 $2,073.82 360 1-Apr-28 $303,762.85
6577317 SOUTH SALEM NY 10590 SFD 7.500 6.750 $2,412.29 360 1-Jan-28 $343,966.20
6577500 BOONTON NJ 07005 LCO 7.875 6.750 $1,957.69 360 1-Mar-28 $269,627.16
6579958 CORNELIUS NC 28031 SFD 7.625 6.750 $2,236.63 360 1-Mar-28 $315,541.12
6580039 COLUMBIA MD 21044 SFD 7.500 6.750 $2,125.61 360 1-Jan-28 $303,089.06
6582266 LOVELAND OH 45140 SFD 7.500 6.750 $1,762.02 360 1-Feb-28 $251,435.42
6583055 SAN JOSE CA 95138 SFD 7.375 6.750 $2,228.81 360 1-Apr-28 $322,454.45
6583156 PHOENIX AZ 85045 SFD 7.375 6.750 $2,069.41 360 1-Jan-28 $298,701.64
6583313 WOODINVILLE WA 98072 SFD 7.000 6.733 $1,702.18 360 1-Mar-28 $255,397.29
6584768 ENGLEWOOD CLIFFS NJ 07632 SFD 7.625 6.750 $2,599.02 360 1-Mar-28 $366,666.77
6586536 MISSION VIEJO CA 92691 PUD 7.375 6.750 $2,969.21 360 1-Apr-28 $429,572.88
6587718 ROCHESTER MN 55902 SFD 7.500 6.750 $2,092.40 360 1-Dec-27 $286,221.47
6588113 ROCHESTER MN 55902 SFD 7.375 6.750 $1,961.52 360 1-Dec-27 $282,906.12
6588487 WELCH TOWNSHIP MN 55089 SFD 7.875 6.750 $1,885.19 360 1-Feb-28 $259,459.65
6589443 CHULA VISTA CA 91910 SFD 7.750 6.750 $1,820.40 360 1-Apr-28 $253,920.66
6590539 EXCELSIOR MN 55331 SFD 7.250 6.750 $3,714.31 360 1-Mar-28 $543,627.95
6596533 EDEN PRAIRIE MN 55347 SFD 7.000 6.733 $2,767.66 360 1-Feb-28 $414,971.05
6596942 MERIDIAN ID 83642 SFD 7.750 6.750 $1,816.10 360 1-Apr-28 $253,221.09
6597870 CARLSBAD CA 92009 SFD 7.375 6.750 $2,445.68 360 1-Mar-28 $353,559.46
6598267 MINNETRISTA MN 55364 SFD 7.250 6.750 $3,533.67 360 1-Apr-28 $517,595.91
6598973 ALPHARETTA GA 30022 SFD 7.250 6.750 $3,338.57 360 1-Mar-28 $488,634.14
6600543 GREENVILLE SC 29609 SFD 7.375 6.750 $1,726.69 360 1-Jan-28 $249,232.03
6601123 AUSTIN TX 78746 SFD 7.375 6.750 $4,385.79 360 1-Mar-28 $634,030.65
6601938 LAKEWOOD CO 80227 SFD 7.500 6.750 $2,971.66 360 1-Apr-28 $424,684.59
6603149 GRANT CITY MN 55082 SFD 7.375 6.750 $2,907.74 360 1-Mar-28 $420,317.19
6604246 BALTIMORE MD 21244 SFD 7.250 6.750 $2,081.32 360 1-Jan-28 $304,139.30
6604492 CASTLE ROCK CO 80104 SFD 7.500 6.750 $2,836.36 360 1-Feb-28 $404,741.20
6605113 LAKE OSWEGO OR 97034 SFD 7.500 6.750 $2,473.12 360 1-Apr-28 $353,437.51
6605400 BETHESDA MD 20814 SFD 7.375 6.750 $1,768.13 360 1-Jan-28 $255,213.60
6605453 WASHINGTON DC 20011 SFD 7.375 6.750 $1,983.62 360 1-Apr-28 $286,981.46
6607521 MARYSVILLE WA 98271 SFD 7.375 6.750 $2,210.16 360 1-Mar-28 $319,511.52
6608174 SUWANEE GA 30024 SFD 7.250 6.750 $2,337.58 360 1-Mar-28 $341,921.11
6609069 NEWPORT BEACH CA 92660 PUD 7.625 6.750 $7,077.94 360 1-Mar-28 $998,547.86
6610531 SAN JOSE CA 95138 SFD 7.375 6.750 $2,102.42 360 1-Apr-28 $304,168.37
6611023 FREMONT CA 94555 SFD 7.750 6.750 $2,113.06 360 1-Mar-28 $294,157.10
6611673 RALEIGH NC 27614 PUD 7.250 6.750 $4,093.06 360 1-Feb-28 $598,587.32
6612025 LAS VEGAS NV 89134 SFD 7.375 6.750 $1,666.54 360 1-Feb-28 $240,737.81
6612158 BROOKLYN NY 11223 SFD 7.375 6.750 $2,244.69 360 1-Feb-28 $324,253.56
6613096 ROCKVILLE MD 20850 SFD 7.500 6.750 $1,356.48 360 1-Apr-28 $193,856.02
6613344 ORONO MN 55356 SFD 7.250 6.750 $3,499.29 360 1-Mar-28 $512,157.27
6613539 ISSAQUAH WA 98029 SFD 7.625 6.750 $2,345.63 360 1-Apr-28 $331,160.14
6614220 BELLAIRE TX 77401 SFD 7.125 6.750 $1,627.70 360 1-Jan-28 $240,820.29
6615440 LONG BEACH TWP NJ 08008 SFD 7.625 6.750 $2,123.38 360 1-Mar-28 $299,564.36
6616143 LONG LAKE MN 55356 SFD 7.625 6.750 $2,831.17 360 1-Mar-28 $399,419.16
6617115 AVALON NJ 08202 LCO 7.500 6.750 $1,734.05 360 1-Feb-28 $247,444.39
6617657 MORRIS TOWNSHIP NJ 07960 SFD 7.625 6.750 $2,038.45 360 1-Mar-28 $287,581.78
6618637 DENVER CO 80220 SFD 7.375 6.750 $1,657.62 360 1-Apr-28 $239,817.38
6619264 MEDFORD OR 97504 SFD 7.500 6.750 $2,202.53 360 1-Feb-28 $314,294.27
6620200 CORTE MADERA CA 94925 SFD 7.375 6.750 $2,175.63 360 1-Apr-28 $314,760.31
6620515 MARBLEHEAD MA 01945 SFD 7.375 6.750 $1,761.22 360 1-Feb-28 $254,414.32
6620725 SHREWSBURY NJ 07702 SFD 7.625 6.750 $545.00 360 1-Feb-28 $76,831.75
6621907 BOCA RATON FL 33428 SFD 7.500 6.750 $1,642.99 360 1-Jan-28 $234,272.91
6622108 KENT WA 98042 SFD 7.625 6.750 $1,647.39 360 1-Jan-28 $231,986.87
6622168 GERMANTOWN MD 20874 PUD 7.500 6.750 $1,565.54 360 1-Jan-28 $223,229.07
6622326 SYKESVILLE MD 21784 SFD 7.500 6.750 $2,293.42 360 1-Feb-28 $327,265.17
6622362 ALPHARETTA GA 30005 SFD 7.250 6.750 $1,691.01 360 1-Feb-28 $247,301.38
6622456 NORTH POTOMAC MD 20878 SFD 7.250 6.750 $1,952.39 360 1-Mar-28 $285,752.13
6622514 ANNANDALE VA 22003 SFD 7.750 6.750 $2,668.64 360 1-Jan-28 $371,438.12
6622659 CAMBRIDGE MA 02140 PUD 7.750 6.750 $2,134.91 360 1-Mar-28 $297,577.98
6623592 ATLANTA GA 30342 SFD 7.500 6.750 $2,057.79 360 1-Jan-28 $293,418.12
6625840 WESTFIELD NJ 07090 SFD 7.500 6.750 $2,237.49 360 1-Mar-28 $319,523.54
6626114 FRANKTOWN CO 80116 SFD 7.125 6.750 $1,899.89 360 1-Mar-28 $279,535.76
6626152 SANDIA PARK NM 87047 SFD 7.375 6.750 $2,129.80 360 1-Feb-28 $307,656.75
6626372 PALO ALTO CA 94301 SFD 7.500 6.750 $3,691.85 360 1-Apr-28 $527,608.15
6627036 ATLANTA GA 30342 SFD 7.250 6.750 $1,937.38 360 1-Mar-28 $283,555.56
6628181 SEA ISLE CITY NJ 08243 SFD 7.000 6.733 $1,663.26 360 1-Apr-28 $249,795.07
6628487 ASPEN CO 81611 PUD 7.625 6.750 $707.79 360 1-Apr-28 $99,927.63
6628818 BELLE MEAD NJ 08502 SFD 7.000 6.733 $1,862.85 360 1-Feb-28 $279,307.42
6628989 FRANKLIN LAKES NJ 07417 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6629351 DURANGO CO 81301 SFD 7.500 6.750 $1,957.80 360 1-Mar-28 $279,583.10
6629758 SAN DIEGO CA 92130 SFD 7.500 6.750 $3,037.16 360 1-Apr-28 $434,044.63
6630000 SPARKS NV 89436 SFD 7.625 6.750 $1,670.39 360 1-Mar-28 $235,657.30
6631878 PARKLAND FL 33067 PUD 7.875 6.750 $1,998.30 360 1-Apr-28 $275,411.33
6632644 WHITE BEAR LAKE MN 55110 SFD 7.250 6.750 $2,380.80 360 1-Feb-28 $348,178.28
6632652 LAS VEGAS NV 89129 PUD 7.375 6.750 $1,795.76 360 1-Apr-28 $259,802.16
6632780 STAMFORD CT 06903 SFD 7.000 6.733 $2,328.56 360 1-Apr-28 $349,713.11
6633233 VIRGINIA BEACH VA 23457 SFD 7.625 6.750 $2,424.31 240 1-Apr-18 $297,569.87
6633978 SIMI VALLEY CA 93063 SFD 7.250 6.750 $2,062.65 360 1-Mar-28 $301,816.90
6634061 ENGLEWOOD CO 80111 SFD 7.250 6.750 $3,797.81 360 1-Mar-28 $555,848.79
6634733 VIENNA VA 22182 SFD 7.375 6.750 $2,002.96 360 1-Mar-28 $289,557.31
6634835 MAHWAH NJ 07430 SFD 7.375 6.750 $2,486.43 360 1-Feb-28 $359,173.15
6635095 PHOENIX AZ 85028 SFD 7.250 6.750 $2,728.71 360 1-Apr-28 $399,687.96
6636673 SCOTTSDALE AZ 85259 SFD 7.250 6.750 $3,009.42 360 1-Feb-28 $436,075.01
6636772 REDWOOD CITY CA 94061 PUD 7.125 6.750 $1,983.43 360 1-Mar-28 $293,798.22
6637733 FARMINGTON UT 84025 SFD 7.375 6.750 $1,822.00 360 1-Jan-28 $262,989.66
6637937 PLEASANTON CA 94588 PUD 7.750 6.750 $4,090.71 360 1-Apr-28 $570,597.00
6639191 BATTLE CREEK MI 49015 SFD 7.375 6.750 $1,678.34 360 1-Feb-28 $242,441.88
6639220 WAYZATA MN 55391 SFD 7.375 6.750 $4,420.32 360 1-Apr-28 $639,513.01
6639414 PRINCETON NJ 08540 SFD 6.875 6.608 $6,437.90 360 1-Mar-28 $978,348.65
6639599 RUMSON NJ 07760 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6639952 NEWBERG OR 97132 SFD 7.625 6.750 $539.34 360 1-Mar-28 $76,089.35
6640112 HUTCHINSON KS 67502 SFD 8.125 6.750 $1,869.24 360 1-Mar-28 $251,419.52
6640394 VENTURA CA 93001 SFD 7.625 6.750 $3,288.41 360 1-Apr-28 $464,263.74
6640435 METUCHEN NJ 08840 SFD 7.625 6.750 $1,197.11 240 1-Mar-18 $146,674.78
6640543 CASTLE ROCK CO 80104 SFD 7.125 6.750 $1,852.73 360 1-Mar-28 $274,558.86
6641140 LIBERTY UT 84310 SFD 7.875 6.750 $1,305.12 360 1-Feb-28 $178,036.15
6641240 EDEN PRAIRIE MN 55347 SFD 7.125 6.750 $1,684.30 360 1-Jan-28 $249,193.15
6641776 GREENSBORO NC 27455 SFD 7.000 6.733 $1,736.44 360 1-Mar-28 $260,570.87
6641800 LITTLETON CO 80120 PUD 7.625 6.750 $2,321.56 360 1-Mar-28 $327,523.71
6642018 ST LOUIS MO 63131 SFD 6.750 6.483 $1,705.81 360 1-Mar-28 $262,545.86
6643376 KENSINGTON MD 20895 SFD 7.000 6.733 $1,796.32 360 1-Feb-28 $269,332.16
6643476 PHOENIX AZ 85045 SFD 7.375 6.750 $1,956.16 360 1-Mar-28 $282,791.65
6644814 CLOSTER NJ 07602 SFD 7.500 6.750 $3,445.73 360 1-Mar-28 $492,066.25
6645027 DENVER CO 80220 SFD 7.375 6.750 $1,652.09 360 1-Mar-28 $238,834.86
6645176 TYNGSBORO MA 01879 SFD 7.250 6.750 $1,620.17 360 1-Apr-28 $237,314.73
6645662 SCOTTSDALE AZ 85259 SFD 7.750 6.750 $1,981.24 360 1-Apr-28 $276,354.81
6645904 GARDEN CITY NY 11530 SFD 7.375 6.750 $2,260.23 360 1-Mar-28 $326,200.51
6645983 WASHINGTON DC 20015 SFD 7.500 6.750 $1,910.25 360 1-Feb-28 $272,587.94
6646421 BRECKINRIDGE CO 80424 PUD 7.500 6.750 $4,474.41 360 1-Feb-28 $638,486.35
6646479 RIDGWAY CO 81432 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
6646545 DURANGO CO 81301 SFD 7.625 6.750 $2,335.72 360 1-Apr-28 $329,761.16
6646755 HOUSTON TX 77005 SFD 7.375 6.750 $2,279.23 360 1-Mar-28 $329,496.24
6646969 GOLDEN CO 80401 SFD 7.125 6.750 $2,252.91 360 1-Mar-28 $333,863.59
6647018 INCLINE VILLAGE NV 89451 SFD 7.250 6.750 $2,046.53 360 1-Feb-28 $299,293.66
6647092 CARLSBAD CA 92009 SFD 7.250 6.750 $2,277.79 360 1-Mar-28 $333,377.47
6647185 OLDBRIDGE NJ 07747 SFD 6.875 6.608 $1,597.13 360 1-May-28 $243,120.00
6647431 MALVERN PA 19355 SFD 7.125 6.750 $2,255.91 360 1-Mar-28 $334,307.87
6647782 GREENWICH CT 06831 SFD 6.875 6.608 $5,255.43 360 1-Apr-28 $799,227.90
6647969 NEWARK CA 94560 SFD 7.375 6.750 $2,569.66 360 1-Apr-28 $371,766.90
6648311 PHOENIX AZ 85021 SFD 7.500 6.750 $1,887.88 360 1-Mar-28 $269,597.99
6648879 SAN JOSE CA 95138 SFD 7.625 6.750 $2,147.09 360 1-Apr-28 $302,977.54
6649293 ALEXANDRIA VA 22306 SFD 7.625 6.750 $2,017.21 360 1-Feb-28 $284,377.25
6649795 WESTLAKE OH 44145 SFD 7.625 6.750 $1,847.34 360 1-Feb-28 $260,429.69
6650052 WEST GROVE PA 19390 SFD 7.500 6.750 $2,078.43 240 1-Apr-18 $257,065.23
6652311 LIVERMORE CA 94550 SFD 8.000 6.750 $2,338.87 360 1-Mar-28 $318,320.83
6652704 LITTLE SILVER NJ 07739 SFD 7.500 6.750 $1,982.27 360 1-Mar-28 $283,077.90
6653276 WASHINGTON TWP NJ 07853 SFD 7.500 6.750 $2,136.80 360 1-Mar-28 $305,144.98
6653702 LAS VEGAS NV 89117 SFD 7.500 6.750 $2,885.66 360 1-Feb-28 $411,775.39
6654364 EDEN PRAIRIE MN 55347 SFD 7.375 6.750 $3,422.30 360 1-Feb-28 $493,958.22
6654615 AVALON NJ 08202 SFD 7.000 6.733 $1,663.26 360 1-Mar-28 $249,588.95
6656025 BRONX NY 10471 SFD 7.625 6.750 $2,420.65 360 1-Mar-28 $341,503.38
6656592 BEAVERTON OR 97007 SFD 7.125 6.750 $1,825.78 360 1-Mar-28 $270,565.28
6656853 NORCROSS GA 30092 SFD 7.500 6.750 $2,057.79 360 1-Mar-28 $293,861.81
6657128 MISSION VIEJO CA 92692 SFD 7.000 6.733 $2,409.56 360 1-Apr-28 $361,878.13
6657433 HAM LAKE MN 55304 SFD 7.250 6.750 $1,974.90 360 1-Mar-28 $288,821.25
6657572 OWATONNA MN 55060 SFD 7.500 6.750 $2,181.55 360 1-Mar-28 $311,535.45
6657858 HAWTHORN WOODS IL 60047 SFD 7.500 6.750 $1,834.74 360 1-Mar-28 $262,009.30
6657918 CASTLE ROCK CO 80104 SFD 7.375 6.750 $1,855.33 360 1-Mar-28 $267,984.12
6658278 MONTGOMERY TWP NJ 08558 SFD 7.500 6.750 $2,076.67 360 1-Mar-28 $296,557.78
6659598 SCOTTSDALE AZ 85258 PUD 7.625 6.750 $2,264.94 360 1-Mar-28 $319,535.31
6660000 PLANO TX 75093 SFD 7.250 6.750 $2,817.39 360 1-Mar-28 $412,353.69
6660079 PEBBLE BEACH CA 93953 SFD 7.625 6.750 $6,338.29 360 1-Feb-28 $891,103.14
6660419 MCKINNEY TX 75070 SFD 7.250 6.750 $2,094.28 360 1-Feb-28 $306,277.18
6660589 ANDOVER MA 01810 SFD 7.000 6.733 $1,906.09 360 1-Mar-28 $286,028.95
6660702 DES MOINES IA 50321 SFD 7.125 6.750 $1,805.57 360 1-Feb-28 $267,353.22
6660982 SUMMIT NJ 07901 SFD 7.500 6.750 $1,975.28 360 1-Apr-28 $282,290.35
6661091 OMAHA NE 68116 SFD 7.625 6.750 $1,748.25 360 1-Mar-28 $246,641.32
6661658 MANTUA TOWNSHIP NJ 08062 SFD 6.875 6.608 $2,266.40 360 1-Mar-28 $344,418.66
6662070 MOAB UT 84532 SFD 7.750 6.750 $1,071.04 360 1-Mar-28 $149,288.28
6662427 HUNTINGTOWN MD 20639 SFD 6.875 6.608 $1,883.07 240 1-Feb-18 $243,807.80
6662648 BEACH HAVEN NJ 08008 SFD 7.000 6.733 $1,974.62 360 1-Feb-28 $296,065.87
6663524 ANDOVER MA 01810 SFD 7.500 6.750 $1,683.15 360 1-Feb-28 $235,741.57
6663806 MEDFORD MA 02052 SFD 8.000 6.750 $1,829.83 360 1-Mar-28 $248,988.89
6664079 DENVER CO 80209 LCO 8.125 6.750 $2,227.49 360 1-Apr-28 $299,803.76
6664333 EDWARDSVILLE IL 62025 PUD 7.375 6.750 $2,106.56 360 1-Apr-28 $304,767.92
6664419 RIVER RIDGE LA 70123 SFD 7.375 6.750 $1,671.43 360 1-Apr-28 $241,815.86
6664429 MONROVIA CA 91016 SFD 7.625 6.750 $4,586.50 360 1-Apr-28 $647,531.00
6664583 ST PAUL MN 55105 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6664790 HADDONFIELD NJ 08033 SFD 7.000 6.733 $2,421.70 360 1-Mar-28 $363,401.52
6665526 CHESTER NJ 07930 SFD 7.500 6.750 $2,915.72 360 1-Mar-28 $416,379.13
6665632 WAYZATA MN 55391 SFD 7.375 6.750 $3,453.38 360 1-Mar-28 $499,236.74
6667079 MARTINSVILLE NJ 08836 SFD 7.500 6.750 $2,272.45 360 1-Apr-28 $324,758.80
6667118 DALLAS TX 75230 SFD 7.500 6.750 $4,282.69 360 1-Mar-28 $611,588.03
6667189 ST LOUIS MO 63131 SFD 7.125 6.750 $3,705.45 360 1-Mar-28 $549,117.74
6667514 MONTVILLE NJ 07045 SFD 7.250 6.750 $2,524.05 360 1-Mar-28 $369,320.39
6667517 MANDAN ND 58554 SFD 7.250 6.750 $2,469.48 360 1-Apr-28 $361,717.60
6667768 ALBUQUERQUE NM 87122 SFD 7.500 6.750 $1,671.12 360 1-Mar-28 $238,644.15
6668344 LAKEVILLE MN 55044 SFD 7.375 6.750 $2,530.63 360 1-Mar-28 $365,840.69
6668806 BETHESDA MD 20817 SFD 7.000 6.733 $3,492.84 360 1-Feb-28 $523,701.43
6669382 HOPKINTON MA 01748 SFD 7.375 6.750 $2,210.16 360 1-Mar-28 $316,796.16
6669926 GLENWOOD MD 21738 SFD 7.250 6.750 $1,991.27 360 1-Mar-28 $291,443.21
6670208 WOODBURY MN 55129 SFD 7.125 6.750 $1,586.27 360 1-Feb-28 $234,881.78
6670372 BETHESDA MD 20818 SFD 7.375 6.750 $3,353.92 360 1-Apr-28 $485,230.50
6670403 EDEN PRAIRIE MN 55344 SFD 7.000 6.733 $1,828.25 360 1-Feb-28 $274,120.30
6670421 LITTLETON CO 80123 PUD 7.750 6.750 $2,117.23 240 1-Mar-18 $256,993.83
6671222 WASHINGTON TWP MI 48094 SFD 7.500 6.750 $3,770.86 360 1-Mar-28 $538,497.03
6671538 TROUTDALE OR 97060 SFD 7.625 6.750 $2,096.84 360 1-Mar-28 $295,819.80
6671675 KATONAH NY 10536 SFD 7.500 6.750 $3,656.93 240 1-Apr-18 $453,122.21
6672283 ELK RIVER MN 55330 SFD 7.250 6.750 $1,943.79 360 1-Mar-28 $284,494.10
6672379 BROOKLYN NY 11209 MF2 7.875 6.750 $2,465.24 360 1-Mar-28 $339,530.48
6673125 SEATTLE WA 98105 SFD 7.375 6.750 $4,558.46 360 1-Apr-28 $659,497.79
6673771 DEEPHAVEN MN 55391 SFD 7.125 6.750 $1,839.25 360 1-Mar-28 $272,562.08
6673858 FLAGSTAFF AZ 86001 SFD 7.500 6.750 $1,625.67 360 1-Mar-28 $231,951.12
6674325 CHARLOTTE NC 28277 SFD 7.250 6.750 $1,691.80 360 1-Mar-28 $247,611.89
6674369 SUDBURY MA 01776 SFD 7.250 6.750 $2,101.10 360 1-Feb-28 $307,274.83
6674566 PHOENIX AZ 85013 SFD 7.625 6.750 $2,165.85 360 1-Mar-28 $305,555.65
6674736 CONCORD MA 01742 SFD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6674901 FRIDLEY MN 55432 SFD 7.250 6.750 $1,778.43 360 1-Mar-28 $260,292.03
6674904 SILVER SPRING MD 20910 SFD 7.500 6.750 $1,678.11 360 1-Mar-28 $239,642.67
6674975 MINNETONKA MN 55345 SFD 7.125 6.750 $1,684.30 360 1-Mar-28 $249,598.97
6675111 HARDING TWP NJ 07960 SFD 7.375 6.750 $3,453.38 360 1-Mar-28 $499,236.74
6675491 WESTON CT 06883 SFD 7.750 6.750 $1,611.93 360 1-Mar-28 $224,681.36
6675520 GURNEE IL 60031 SFD 7.375 6.750 $1,723.93 360 1-Mar-28 $249,074.97
6676168 N POTOMAC MD 20878 SFD 7.375 6.750 $1,888.13 360 1-Apr-28 $273,166.99
6676892 ST CHARLES IL 60174 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6677073 DULUTH MN 55803 SFD 7.375 6.750 $2,590.03 360 1-Apr-28 $374,714.66
6677352 SALT LAKE CITY UT 84121 SFD 7.000 6.733 $1,913.08 360 1-Mar-28 $287,064.38
6677931 TAYLORSVILLE UT 84118 SFD 7.625 6.750 $4,600.66 360 1-Mar-28 $649,056.11
6678366 GILBERT AZ 85233 SFD 7.500 6.750 $2,447.25 360 1-Mar-28 $349,478.88
6679030 EDEN PRAIRIE MN 55347 SFD 7.500 6.750 $3,707.24 360 1-Mar-28 $529,410.56
6679060 ORONO MN 55359 SFD 7.125 6.750 $5,423.43 360 1-Mar-28 $803,708.70
6679097 FALMOUTH ME 04105 SFD 7.375 6.750 $2,040.25 360 1-Mar-28 $294,949.08
6679193 COLORADO SPRINGS CO 80904 SFD 6.875 6.608 $2,154.73 360 1-Mar-28 $327,401.77
6679334 BAYTOWN TWP MN 55082 SFD 7.250 6.750 $2,232.08 360 1-Apr-28 $326,944.75
6680858 EDWARDS CO 81632 SFD 7.375 6.750 $4,841.63 360 1-Feb-28 $699,389.94
6681234 DES MOINES WA 98198 SFD 7.125 6.750 $1,616.92 360 1-Mar-28 $239,615.02
6681279 STILLWATER MN 55082 SFD 7.000 6.733 $1,921.06 360 1-Apr-28 $288,513.31
6681879 REDMOND WA 98052 SFD 7.000 6.733 $2,002.56 360 1-Mar-28 $300,505.10
6681893 TEMPE AZ 85284 SFD 7.375 6.750 $1,636.90 360 1-Apr-28 $236,791.43
6681932 DAVENPORT IA 52807 SFD 7.625 6.750 $2,116.30 360 1-Apr-28 $298,783.60
6682569 ROSWELL GA 30076 SFD 7.750 6.750 $2,785.41 360 1-Apr-28 $388,525.59
6682589 SMYRNA GA 30080 SFD 7.375 6.750 $1,699.06 360 1-Mar-28 $245,624.47
6682628 LAGUNA BEACH CA 92651 SFD 7.000 6.733 $3,087.00 360 1-Mar-28 $463,237.12
6682665 NORTH CALDWELL NJ 07006 SFD 7.250 6.750 $1,637.22 360 1-Mar-28 $239,624.43
6682895 TUCSON AZ 85737 SFD 7.375 6.750 $1,683.52 360 1-Mar-28 $243,377.92
6683117 COLTS NECK NJ 07722 SFD 7.375 6.750 $2,175.63 360 1-Mar-28 $314,512.30
6683130 MINNEAPOLIS MN 55409 SFD 7.875 6.750 $1,848.93 360 1-Mar-28 $254,647.87
6683261 NEWPORT BEACH CA 92660 PUD 7.625 6.750 $6,879.75 360 1-Apr-28 $971,296.50
6683300 CENTREVILLE VA 20120 SFD 6.875 6.608 $2,004.17 360 1-Apr-28 $304,825.70
6683461 PAGOSA SPRINGS CO 81147 SFD 7.375 6.750 $1,864.82 360 1-Mar-28 $269,587.84
6683984 MORRIS TWP NJ 07961 SFD 7.250 6.750 $2,279.15 360 1-Apr-28 $333,839.37
6684365 HAGERSTOWN MD 21740 SFD 7.250 6.750 $1,886.22 360 1-Mar-28 $275,952.83
6684434 MOUNTAINSIDE NJ 07092 SFD 7.625 6.750 $1,663.32 360 1-Mar-28 $234,658.74
6684794 LUTZ FL 33549 SFD 7.375 6.750 $2,279.23 360 1-Feb-28 $329,242.04
6684849 FREELAND WA 98249 SFD 7.375 6.750 $2,928.46 360 1-Apr-28 $423,677.37
6685050 MUKWONAGO WI 53149 SFD 7.250 6.750 $2,182.96 360 1-Apr-28 $319,750.37
6685463 MARSHALL MI 49068 SFD 7.250 6.750 $1,749.78 360 1-Mar-28 $256,098.61
6685539 CONCORD CA 94518 SFD 7.875 6.750 $2,088.20 360 1-Apr-28 $287,801.80
6685636 RANCHO SANTA FE CA 92067 SFD 7.500 6.750 $6,992.15 360 1-Apr-28 $999,257.85
6685651 LOS ANGELES CA 90005 SFD 7.625 6.750 $3,910.56 360 1-Apr-28 $552,100.12
6685928 BLOOMFIELD HILLS MI 48304 SFD 7.500 6.750 $2,622.05 360 1-Mar-28 $374,441.66
6685942 EDMONDS WA 98026 SFD 7.875 6.750 $1,728.93 360 1-Mar-28 $238,120.72
6685948 VANCOUVER WA 98682 SFD 7.000 6.733 $2,174.21 360 1-Mar-28 $326,262.68
6686072 SEATTLE WA 98199 SFD 7.250 6.750 $2,114.75 360 1-Mar-28 $309,514.88
6686196 WESTBOROUGH MA 01581 SFD 7.500 6.750 $1,713.08 360 1-Mar-28 $244,635.20
6686358 NORTH OAKS MN 55127 PUD 7.250 6.750 $1,848.70 360 1-Apr-28 $270,788.59
6686459 WAYZATA MN 55391 SFD 7.250 6.750 $1,944.20 360 1-Mar-28 $284,277.35
6686648 FOX RIVER GROVE IL 60021 SFD 7.750 6.750 $1,998.79 360 1-Mar-28 $278,604.89
6686734 BELLVUE CO 80512 SFD 7.375 6.750 $2,195.66 360 1-Mar-28 $316,813.48
6686961 SCOTTSDALE AZ 85255 SFD 7.375 6.750 $3,079.72 360 1-Mar-28 $445,219.13
6687005 BOULDER CO 80304 SFD 7.375 6.750 $2,870.45 360 1-Mar-28 $414,965.57
6687567 HUDSON OH 44236 SFD 7.375 6.750 $2,141.09 360 1-Mar-28 $309,526.79
6687784 EDINA MN 55435 SFD 7.375 6.750 $2,369.02 360 1-Mar-28 $342,476.40
6687793 MEDINA WA 98039 SFD 7.625 6.750 $1,769.48 360 1-Mar-28 $249,636.97
6687808 LAKE HAVASU CITY AZ 86406 SFD 7.750 6.750 $2,171.41 240 1-Mar-18 $263,554.01
6687812 HENDERSON NV 89014 SFD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6687895 CLOVER SC 29710 SFD 7.250 6.750 $1,872.57 360 1-Apr-28 $274,285.87
6688012 ATLANTA GA 30318 SFD 7.250 6.750 $2,046.53 360 1-Mar-28 $299,530.53
6688062 WASHINGTON TWP NJ 07853 SFD 7.500 6.750 $2,083.66 360 1-Mar-28 $297,556.30
6688210 HERNDON VA 20171 SFD 7.375 6.750 $2,514.06 360 1-Mar-28 $363,412.47
6688312 WASHINGTON DC 20007 SFD 7.375 6.750 $3,063.14 360 1-Mar-28 $442,319.93
6688399 CARMEL IN 46032 SFD 7.125 6.750 $2,189.59 360 1-Mar-28 $324,478.65
6688401 RED WING MN 55066 SFD 7.500 6.750 $1,915.85 360 1-Mar-28 $273,592.03
6688447 OCEAN CITY NJ 08226 LCO 7.625 6.750 $2,378.19 360 1-Mar-28 $335,512.07
6688539 GILBERT AZ 85233 SFD 7.250 6.750 $2,234.13 360 1-Mar-28 $325,981.45
6688562 MIDDLETOWN NJ 07760 SFD 7.625 6.750 $1,988.90 360 1-Mar-28 $280,591.95
6688594 MAPLE PLAIN MN 55359 SFD 7.250 6.750 $2,383.52 360 1-Mar-28 $348,149.00
6688734 CHESHIRE CT 06410 SFD 7.375 6.750 $1,588.55 360 1-Mar-28 $229,648.91
6688749 BELLEVUE WA 98006 SFD 7.500 6.750 $2,045.20 360 1-Apr-28 $292,282.93
6688888 BROOMFIELD CO 80020 SFD 7.625 6.750 $1,827.88 360 1-Mar-28 $257,874.98
6689096 GREEN COVE SPRING FL 32043 SFD 7.500 6.750 $174.80 360 1-Mar-28 $24,962.78
6689593 ALPHARETTA GA 30005 SFD 7.625 6.750 $1,925.20 360 1-Mar-28 $271,605.01
6689932 LAS VEGAS NV 89118 SFD 7.750 6.750 $2,611.32 360 1-Mar-28 $363,627.38
6689963 WOODWAY WA 98020 SFD 7.375 6.750 $2,417.36 360 1-Mar-28 $349,465.72
6689992 NAPERVILLE IL 60564 SFD 7.000 6.733 $2,528.15 360 1-Apr-28 $379,688.52
6690040 GIG HARBOR WA 98332 SFD 7.375 6.750 $2,082.39 360 1-Apr-28 $301,270.58
6690477 MISSION VIEJO CA 92692 SFD 7.375 6.750 $1,519.49 360 1-Apr-28 $219,832.59
6690535 SUN VALLEY ID 83353 SFD 7.500 6.750 $2,174.56 360 1-Mar-28 $310,536.94
6691144 ONEIDA WI 54155 SFD 7.625 6.750 $2,069.59 360 1-Mar-28 $291,774.76
6691359 SHOREWOOD MN 55331 SFD 7.375 6.750 $3,152.93 360 1-Mar-28 $455,803.15
6691460 FAIRFAX STATION VA 22039 SFD 7.125 6.750 $2,054.84 360 1-Mar-28 $304,208.97
6691501 LIVONIA MI 48152 SFD 7.500 6.750 $1,748.04 360 1-Mar-28 $249,627.76
6691554 ASPEN CO 81611 PUD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6691716 LONG HILL TWPS NJ 07980 SFD 7.625 6.750 $769.73 360 1-Apr-28 $108,671.29
6692288 CHICAGO IL 60647 LCO 7.625 6.750 $1,751.79 360 1-Apr-28 $247,320.87
6692734 MONTGOMERY TWNSP NJ 08558 SFD 7.500 6.750 $2,342.37 360 1-Apr-28 $334,751.38
6692867 WOODINVILLE WA 98072 SFD 7.250 6.750 $1,909.75 360 1-Mar-28 $279,511.91
6693599 WILMINGTON DE 19807 SFD 7.500 6.750 $4,894.50 360 1-Apr-28 $699,480.50
6694248 ATLANTA GA 30327 LCO 7.750 6.750 $2,686.55 360 1-Mar-28 $374,468.94
6694887 AKRON OH 44312 SFD 7.000 6.733 $1,703.17 360 1-May-28 $256,000.00
6694969 NEWTON MA 02159 SFD 7.000 6.733 $2,283.32 360 1-Apr-28 $342,918.68
6695006 DURANGO CO 81301 SFD 7.625 6.750 $1,946.43 360 1-Mar-28 $274,600.67
6695840 DOYLESTOWN PA 18901 SFD 7.625 6.750 $1,840.26 360 1-Mar-28 $259,622.45
6695930 LUXEMBURG WI 54217 SFD 7.750 6.750 $3,177.29 360 1-Mar-28 $442,871.94
6696005 HINSDALE IL 60521 SFD 7.375 6.750 $2,507.15 360 1-Mar-28 $362,414.35
6696076 SEATTLE WA 98199 SFD 7.375 6.750 $4,282.19 360 1-Mar-28 $619,053.56
6696143 COLORADO SPRINGS CO 80919 SFD 7.375 6.750 $1,942.52 360 1-Mar-28 $280,820.68
6696369 NAPERVILLE IL 60540 SFD 7.500 6.750 $2,152.18 360 1-Feb-28 $307,110.42
6697016 MIDDLETOWN DE 19709 SFD 7.375 6.750 $1,699.06 360 1-Mar-28 $245,624.47
6697660 LOS ANGELES CA 91356 SFD 7.250 6.750 $1,951.02 360 1-Mar-28 $285,351.24
6697981 MINNETONKA MN 55305 SFD 7.375 6.750 $2,244.69 360 1-Apr-28 $324,752.71
6698055 CORAL SPRINGS FL 33071 SFD 7.625 6.750 $1,923.78 360 1-Mar-28 $271,405.31
6698095 BROOKLINE MA 02176 SFD 7.250 6.750 $1,773.66 360 1-Mar-28 $259,593.12
6698155 MUKILTEO WA 98275 SFD 7.375 6.750 $1,788.85 360 1-Mar-28 $258,604.63
6698185 ISSAQUAH WA 98027 LCO 7.250 6.750 $648.07 360 1-Apr-28 $94,925.89
6698552 LUTHERVILLE MD 21093 SFD 7.250 6.750 $1,910.09 360 1-Apr-28 $279,568.99
6699779 BEVERLY MA 01915 SFD 7.125 6.750 $1,891.13 360 1-Apr-28 $280,475.53
6699808 UPLAND CA 91784 SFD 7.250 6.750 $2,547.38 360 1-Apr-28 $373,128.70
6699828 BRYN MAWR PA 19010 SFD 7.500 6.750 $3,705.84 360 1-Mar-28 $529,210.86
6700145 COTO DE CAZA CA 92679 PUD 7.375 6.750 $1,802.66 360 1-Apr-28 $260,801.14
6700864 CLEAR LAKE IA 50428 SFD 7.625 6.750 $1,751.79 360 1-Mar-28 $247,140.60
6700919 CLOVIS CA 93611 SFD 7.250 6.750 $3,472.28 360 1-Apr-28 $508,602.93
6701266 SEATTLE WA 98116 SFD 7.750 6.750 $2,109.48 360 1-Mar-28 $294,033.01
6701296 ST HELENA CA 94574 SFD 7.750 6.750 $5,910.40 360 1-Apr-28 $824,130.17
6701375 TUALATIN OR 97062 SFD 7.500 6.750 $1,773.21 360 1-Mar-28 $253,222.40
6701500 LINCOLN CA 95648 SFD 7.375 6.750 $2,472.62 360 1-Feb-28 $357,177.73
6701755 MT LAUREL NJ 08054 SFD 7.000 6.733 $1,689.87 360 1-Apr-28 $253,791.80
6701836 JACKSON MI 49201 SFD 7.125 6.750 $1,920.10 360 1-Mar-28 $284,542.82
6702194 DARNESTOWN MD 20878 SFD 7.250 6.750 $1,961.94 360 1-Mar-28 $287,149.93
6702211 MCHENRY MD 21561 SFD 7.250 6.750 $2,326.22 360 1-Mar-28 $340,466.37
6702327 WOODBINE MD 21797 SFD 7.625 6.750 $1,677.47 360 1-Mar-28 $236,655.85
6702340 WARREN NJ 07060 SFD 7.500 6.750 $2,811.89 360 1-Apr-28 $401,851.55
6702400 SALINAS CA 93908 SFD 6.750 6.483 $2,594.39 360 1-Apr-28 $399,655.61
6702499 BLOOMINGTON MN 55438 SFD 7.375 6.750 $3,056.21 240 1-Apr-18 $382,297.64
6702844 NORTH OAKS MN 55127 SFD 7.125 6.750 $1,997.24 360 1-Apr-28 $296,212.93
6703155 LA CROSSE WI 54601 SFD 7.625 6.750 $2,696.69 360 1-Mar-28 $380,446.75
6703400 PONTE VEDRA BEACH FL 32082 SFD 7.125 6.750 $4,126.53 360 1-Apr-28 $612,010.19
6703496 FRANKLIN LAKES NJ 07417 SFD 7.875 6.750 $3,538.34 360 1-Apr-28 $487,664.16
6703632 BOCA RATON FL 33434 SFD 7.375 6.750 $2,514.06 360 1-Mar-28 $363,444.34
6703699 DUCK NC 27949 PUD 8.000 6.750 $2,342.03 240 1-Apr-18 $279,524.64
6704251 BOWIE MD 20720 SFD 7.500 6.750 $1,769.01 360 1-Mar-28 $252,623.31
6704318 STOCKTON CA 95219 PUD 7.500 6.750 $2,352.86 360 1-Apr-28 $335,729.32
6704496 SAN DIEGO CA 92129 SFD 6.875 6.608 $1,796.70 360 1-Apr-28 $273,270.23
6704606 KANEOHE HI 96744 SFD 7.875 6.750 $3,356.35 360 1-Mar-28 $462,260.77
6704685 MIDDLETOWN NJ 07748 SFD 7.875 6.750 $978.84 360 1-Mar-28 $134,813.59
6704735 MINNEAPOLIS MN 55403 SFD 7.500 6.750 $2,796.86 360 1-Mar-28 $398,996.88
6704859 DEER HARBOR WA 98243 SFD 7.500 6.750 $2,447.25 360 1-Mar-28 $349,478.88
6704997 JOHNSTON IA 50131 SFD 7.625 6.750 $1,875.65 360 1-Mar-28 $264,615.19
6705044 ESSEX MA 01929 SFD 7.375 6.750 $3,149.48 360 1-Apr-28 $455,653.02
6705334 ATLANTA GA 30319 SFD 7.375 6.750 $2,085.84 360 1-Mar-28 $300,532.84
6705611 CAREFREE AZ 85377 SFD 7.500 6.750 $2,125.61 360 1-Apr-28 $303,774.39
6705775 RENO NV 89509 PUD 7.625 6.750 $2,512.67 360 1-Apr-28 $354,743.06
6705836 LOS ANGELES CA 91604 SFD 7.875 6.750 $2,773.39 360 1-Mar-28 $381,871.15
6706156 EDGEWOOD KY 41017 SFD 7.375 6.750 $1,947.04 240 1-Mar-18 $243,102.33
6706193 GLENNDALE MD 20769 SFD 7.250 6.750 $1,835.74 360 1-Apr-28 $268,890.07
6706419 INCLINE VILLAGE NV 89450 LCO 7.750 6.750 $1,450.73 360 1-Mar-28 $202,213.24
6706549 VIRGINIA BEACH VA 23451 SFD 7.500 6.750 $2,010.24 360 1-Apr-28 $287,286.64
6706919 SANTA FE NM 87501 SFD 7.500 6.750 $2,433.27 360 1-Mar-28 $347,481.85
6707180 BOYLSTON MA 01505 SFD 7.625 6.750 $2,180.00 360 1-Apr-28 $307,777.08
6707270 DARNESTOWN MD 20878 SFD 7.000 6.733 $2,448.31 360 1-Apr-28 $367,698.36
6707361 PLEASANTON CA 94588 SFD 7.750 6.750 $2,066.13 360 1-Apr-28 $288,196.45
6707364 VAIL CO 81657 SFD 7.750 6.750 $10,746.18 360 1-Apr-28 $1,498,941.32
6707771 MISSION VIEJO CA 92692 PUD 7.625 6.750 $2,937.34 360 1-Apr-28 $414,699.64
6707789 BELLEVUE WA 98004 SFD 7.375 6.750 $3,653.67 360 1-Apr-28 $528,597.48
6708210 CHARLOTTE NC 28210 SFD 7.625 6.750 $2,073.84 360 1-Mar-28 $292,574.51
6708260 ALEXANDRIA VA 22305 SFD 7.375 6.750 $1,809.57 360 1-Mar-28 $261,600.05
6708323 LONG BEACH NJ 08008 SFD 7.750 6.750 $2,675.80 360 1-Mar-28 $372,971.07
6708539 SEQUIM WA 98382 SFD 7.875 6.750 $3,670.66 360 1-Mar-28 $505,550.93
6708685 WAYZATA MN 55391 SFD 7.375 6.750 $2,034.04 360 1-Mar-28 $294,050.44
6708715 ROSEMOUNT MN 55068 PUD 7.625 6.750 $614.36 360 1-Mar-28 $86,673.96
6708883 WASHINGTON DC 20015 SFD 7.500 6.750 $2,237.49 360 1-Apr-28 $319,762.51
6708906 BETHESDA MD 20816 SFD 7.500 6.750 $2,146.59 360 1-Mar-28 $306,541.90
6709073 CRANFORD NJ 07016 SFD 7.625 6.750 $2,618.84 360 1-Apr-28 $369,732.20
6709288 KIRKLAND WA 98033 SFD 7.250 6.750 $2,528.49 360 1-Apr-28 $370,360.85
6709560 ARLINGTON HEIGHTS IL 60004 SFD 7.625 6.750 $1,786.47 360 1-May-28 $252,400.00
6709753 COLTS NECK NJ 07722 SFD 7.750 6.750 $1,791.03 360 1-Mar-28 $249,645.96
6710186 PINE RIVER MN 56474 SFD 7.625 6.750 $5,308.45 360 1-Mar-28 $748,910.91
6710203 NORTHVILLE MI 48167 SFD 7.750 6.750 $1,828.28 360 1-Apr-28 $255,019.89
6710626 TROUTDALE OR 97060 SFD 7.875 6.750 $2,583.06 360 1-Mar-28 $355,758.05
6710694 EVERETT WA 98205 SFD 7.875 6.750 $2,204.21 360 1-Mar-28 $303,580.21
6710983 SWEET HOME OR 97386 SFD 7.750 6.750 $716.41 360 1-Apr-28 $99,929.42
6711255 YORK TOWN HEIGHTS NY 10601 PUD 7.750 6.750 $2,149.24 360 1-Feb-28 $299,360.67
6711320 JEFFERSON NJ 07438 SFD 8.125 6.750 $1,833.97 360 1-Mar-28 $246,675.76
6711398 WAYNE NJ 07470 SFD 7.625 6.750 $3,538.97 360 1-Apr-28 $499,111.11
6711410 OGDEN UT 84403 SFD 7.625 6.750 $2,477.28 360 1-Mar-28 $349,491.75
6711498 COROLLA NC 27927 SFD 7.875 6.750 $1,876.12 360 1-Mar-28 $258,392.69
6711665 ASPEN CO 81611 SFD 7.625 6.750 $3,029.36 360 1-Mar-28 $427,378.48
6711842 STILLWATER MN 55082 SFD 7.375 6.750 $2,198.17 360 1-Apr-28 $316,021.83
6712737 BARRINGTON IL 60010 SFD 7.625 6.750 $1,769.48 360 1-Mar-28 $249,636.97
6713256 RIVERTON UT 84065 SFD 7.750 6.750 $1,683.57 360 1-Mar-28 $234,667.21
6713387 CARBONDALE CO 81623 SFD 7.500 6.750 $1,762.02 360 1-Mar-28 $251,624.79
6714425 OXNARD CA 93035 SFD 7.500 6.750 $1,783.00 360 1-Apr-28 $254,810.75
6714535 BELLEVUE WA 98005 SFD 7.375 6.750 $1,768.13 360 1-Apr-28 $255,805.20
6714928 ATLANTA GA 30319 SFD 7.375 6.750 $2,260.58 360 1-Apr-28 $327,050.95
6715379 FAIR OAKS RANCH TX 78015 SFD 7.500 6.750 $1,674.27 360 1-Mar-28 $239,093.47
6715588 NORTHVILLE MI 48167 SFD 7.750 6.750 $2,337.29 360 1-Mar-28 $325,787.99
6716103 EDEN PRAIRIE MN 55347 SFD 7.250 6.750 $2,051.99 360 1-Apr-28 $300,565.34
6716183 LAS VEGAS NV 89113 SFD 7.750 6.750 $1,791.03 360 1-Apr-28 $249,823.55
6716756 CAMERON MT 59720 SFD 7.500 6.750 $2,293.42 360 1-Mar-28 $327,511.64
6717257 MOORESTOWN NJ 08057 SFD 7.750 6.750 $2,644.99 360 1-Mar-28 $368,677.17
6717450 GREENWOOD VILLAGE CO 80121 SFD 7.750 6.750 $3,868.63 360 1-Apr-28 $539,618.87
6717658 GREENVILLE WI 54942 SFD 7.750 6.750 $2,306.85 360 1-Apr-28 $321,772.73
6718109 ALPHARETTA GA 30202 PUD 8.125 6.750 $1,716.65 360 1-Mar-28 $230,896.51
6718254 ROCHESTER MN 55902 SFD 7.375 6.750 $2,134.19 360 1-Mar-28 $306,786.89
6718836 FORT LAUDERDALE FL 33308 SFD 7.500 6.750 $2,032.62 360 1-Mar-28 $290,267.17
6718861 CHULA VISTA CA 91915 SFD 7.875 6.750 $2,674.42 360 1-Mar-28 $368,340.65
6719319 CHANHASSEN MN 55317 SFD 7.500 6.750 $3,146.47 360 1-Apr-28 $449,666.03
6719327 LAKEVILLE MN 55044 SFD 7.625 6.750 $2,073.84 360 1-Apr-28 $292,787.93
6719767 SAN JOSE CA 95124 SFD 7.125 6.750 $1,603.45 360 1-Apr-28 $237,809.68
6719829 BAINBRIDGE ISLAND WA 98110 SFD 7.625 6.750 $1,875.65 360 1-Mar-28 $264,615.19
6720950 SOUTH PASADENA CA 91030 SFD 7.375 6.750 $2,370.40 360 1-Apr-28 $342,938.85
6721287 MEDINA MN 55340 SFD 7.750 6.750 $2,790.75 360 1-Mar-28 $388,993.35
6722093 ATLANTA GA 30342 SFD 7.625 6.750 $2,094.54 360 1-Apr-28 $295,710.82
6722511 GRAHAM WA 98338 SFD 7.375 6.750 $1,650.71 360 1-Mar-28 $238,635.17
6723461 BASALT CO 81621 PUD 7.625 6.750 $743.18 360 1-Apr-28 $104,924.01
6723471 INCLINE VILLAGE NV 89450 LCO 7.625 6.750 $1,751.79 360 1-Apr-28 $247,320.87
6723887 HERNDON VA 20171 SFD 7.500 6.750 $1,789.99 360 1-Apr-28 $255,810.01
6724064 MINNETRISTA MN 55359 SFD 7.500 6.750 $2,202.53 360 1-Mar-28 $314,530.98
6724626 DULUTH GA 30097 PUD 7.625 6.750 $4,538.73 360 1-Apr-28 $640,785.88
6724728 RENO NV 89511 SFD 7.375 6.750 $3,082.14 360 1-Apr-28 $445,910.44
6724764 MERCER ISLAND WA 98040 SFD 7.000 6.733 $2,581.37 360 1-Apr-28 $387,681.96
6724863 WEST LINN OR 97068 SFD 7.500 6.750 $1,941.02 360 1-Apr-28 $277,393.98
6725274 DEAL NJ 07723 SFD 7.625 6.750 $6,157.81 360 1-Apr-28 $869,370.32
6725569 COLTS NECK NJ 07722 SFD 7.625 6.750 $2,264.94 360 1-Mar-28 $319,506.82
6725598 NORWALK CT 06850 SFD 7.500 6.750 $2,187.14 360 1-Mar-28 $312,334.27
6725639 HOCKESSIN DE 19707 SFD 7.625 6.750 $1,760.99 360 1-Mar-28 $248,438.71
6725775 UNION NJ 08809 LCO 7.250 6.750 $382.02 360 1-Apr-28 $55,956.31
6726056 SONOMA CA 95476 SFD 7.625 6.750 $2,019.76 360 1-Apr-28 $285,153.47
6726590 TAOS NM 87571 SFD 7.625 6.750 $2,420.65 360 1-Apr-28 $341,752.48
6726965 SONOMA CA 95476 SFD 7.250 6.750 $1,998.78 360 1-Apr-28 $292,771.43
6727048 WOODBURY MN 55125 SFD 7.500 6.750 $2,171.06 360 1-Apr-28 $310,269.57
6727432 ROCKVILLE MD 20850 SFD 7.375 6.750 $2,248.84 360 1-Apr-28 $325,352.24
6727461 ARDMORE OK 73401 SFD 7.500 6.750 $1,901.86 360 1-Apr-28 $271,798.14
6728549 SCOTTS VALLEY CA 95066 SFD 7.750 6.750 $3,588.51 360 1-Apr-28 $500,546.47
6728716 BYRON CA 94514 SFD 7.875 6.750 $4,263.41 360 1-Apr-28 $587,595.34
6728845 STILLWATER MN 55082 SFD 7.750 6.750 $1,826.85 360 1-Mar-28 $253,487.00
6728975 EVERGREEN CO 80439 PUD 7.500 6.750 $2,838.81 360 1-Mar-28 $405,395.50
6728998 ASPEN CO 81611 SFD 7.500 6.750 $2,889.85 360 1-Apr-28 $412,993.28
6729136 BELFAST ME 04915 SFD 8.125 6.750 $1,822.83 360 1-Apr-28 $245,339.41
6729239 ROLAND AR 72135 SFD 7.250 6.750 $1,759.33 360 1-Apr-28 $257,698.82
6729425 SCOTTSDALE AZ 85254 SFD 7.875 6.750 $1,728.93 360 1-Mar-28 $238,120.72
6729802 NOVI MI 48375 SFD 7.625 6.750 $2,123.38 360 1-Apr-28 $299,782.87
6729971 CAMBRIDGE MA 02138 SFD 7.500 6.750 $2,796.86 360 1-Apr-28 $399,703.14
6730837 LEESBURG VA 20175 SFD 8.000 6.750 $1,990.34 360 1-Mar-28 $270,884.77
6730868 SAN JOSE CA 95120 SFD 7.125 6.750 $3,841.54 360 1-Apr-28 $569,744.02
6731198 HEBER CITY UT 84032 SFD 7.750 6.750 $2,256.70 360 1-Mar-28 $314,553.91
6731281 REDMOND WA 98053 SFD 7.125 6.750 $2,088.53 360 1-Apr-28 $309,752.10
6731755 RAMSEY NJ 07446 SFD 7.625 6.750 $2,017.21 360 1-Apr-28 $284,793.73
6731906 PORT TOWNSEND WA 98368 SFD 7.500 6.750 $1,817.96 360 1-Mar-28 $259,612.87
6732076 SHOREWOOD MN 55331 SFD 7.625 6.750 $4,459.10 360 1-Apr-28 $629,544.03
6732592 CORONADO CA 92118 MF2 7.125 6.750 $2,526.44 360 1-Apr-28 $374,700.12
6732972 COLTS NECK NJ 07722 SFD 7.625 6.750 $3,538.97 360 1-Apr-28 $499,638.11
6734112 ST PAUL MN 55108 SFD 7.375 6.750 $1,726.69 360 1-Apr-28 $249,809.77
6734143 DENVER CO 80218 PUD 7.375 6.750 $1,685.25 360 1-Mar-28 $243,627.52
6734615 BOZEMAN MT 59715 SFD 7.250 6.750 $2,363.74 360 1-Apr-28 $346,229.70
6735202 MESQUITE NV 89027 SFD 7.500 6.750 $2,377.89 360 1-Apr-28 $339,827.61
6735483 ENCINITAS CA 92024 SFD 7.125 6.750 $2,297.38 360 1-May-28 $341,000.00
6736373 CONGERS NY 10920 SFD 7.750 6.750 $2,034.61 360 1-Apr-28 $283,799.56
6736422 OMAHA NE 68144 SFD 8.000 6.750 $2,889.20 360 1-May-28 $393,750.00
6736485 ATLANTA GA 30329 SFD 7.250 6.750 $1,718.40 360 1-Apr-28 $251,703.50
6736536 OZARK MO 65721 SFD 7.500 6.750 $2,446.06 300 1-Apr-23 $330,622.69
6737094 SANTA ANA CA 92705 SFD 7.500 6.750 $2,852.80 360 1-May-28 $408,000.00
6737406 AVALON NJ 08202 SFD 8.000 6.750 $2,384.73 360 1-Apr-28 $324,781.94
6738618 HOUSTON TX 77005 SFD 7.250 6.750 $3,751.97 360 1-Apr-28 $549,570.95
6738632 SALT LAKE CITY UT 84108 SFD 7.500 6.750 $2,090.65 360 1-Mar-28 $297,450.73
6739013 RENO NV 89509 SFD 7.500 6.750 $2,097.64 360 1-May-28 $300,000.00
6739611 GIG HARBOR WA 98335 SFD 7.625 6.750 $2,229.55 360 1-Apr-28 $314,772.01
6739771 CORONA DEL MAR CA 92625 SFD 7.375 6.750 $3,142.57 360 1-Apr-28 $454,653.78
6740489 HALF MOON BAY CA 94019 PUD 7.000 6.733 $3,366.43 360 1-Apr-28 $505,585.24
6740721 WOODBURY MN 55125 SFD 7.500 6.750 $3,524.04 360 1-Apr-28 $503,625.96
6741695 COLORADO SPRINGS CO 80906 SFD 7.375 6.750 $2,071.51 360 1-Apr-28 $299,646.93
6742018 CAMAS WA 98607 SFD 7.500 6.750 $2,153.58 360 1-Apr-28 $307,771.42
6742054 VIRGINIA BEACH VA 23451 SFD 7.500 6.750 $2,153.58 360 1-Apr-28 $307,771.42
6742115 SOQUEL CA 95073 SFD 7.750 6.750 $4,011.91 360 1-Apr-28 $559,604.76
6742164 PARKER CO 80134 SFD 7.375 6.750 $1,346.82 360 1-Mar-28 $194,702.33
6742205 SPRINGFIELD MO 65810 SFD 7.500 6.750 $1,796.98 360 1-Apr-28 $256,809.27
6742515 DANVILLE CA 94506 SFD 7.500 6.750 $2,167.56 360 1-Apr-28 $309,769.94
6742610 CASTRO VALLEY CA 94552 PUD 7.125 6.750 $1,889.11 360 1-Apr-28 $280,175.77
6743254 ORONO MN 55356 SFD 7.375 6.750 $3,936.85 360 1-Apr-28 $569,566.27
6743297 JOPLIN MO 64804 SFD 7.625 6.750 $1,769.48 360 1-Apr-28 $249,819.06
6743364 CHINO HILLS CA 91709 SFD 7.250 6.750 $1,937.38 360 1-Apr-28 $283,778.45
6743759 COLORADO SPRINGS CO 80904 SFD 7.750 6.750 $2,399.98 360 1-Apr-28 $334,763.56
6744410 IRVINE CA 92614 SFD 7.500 6.750 $4,055.44 360 1-Apr-28 $579,569.56
6744524 GLENELG MD 21737 SFD 7.750 6.750 $1,926.07 360 1-Apr-28 $268,660.25
6744823 EDINA MN 55439 PUD 7.750 6.750 $2,381.00 360 1-Apr-28 $332,115.43
6745676 OREM UT 84057 SFD 7.750 6.750 $1,554.61 360 1-Apr-28 $216,846.85
6746602 HERNDON VA 20171 SFD 6.750 6.483 $2,967.34 360 1-Apr-28 $457,106.10
6746785 ROSCOE IL 61073 SFD 7.625 6.750 $1,642.08 360 1-Apr-28 $231,832.09
6747060 SACRAMENTO CA 95829 SFD 7.500 6.750 $1,810.97 360 1-Apr-28 $258,807.78
6747159 BULLHEAD CITY AZ 86442 SFD 7.875 6.750 $362.53 360 1-Apr-28 $49,965.60
6747419 ALBUQUERQUE NM 87122 SFD 7.500 6.750 $3,258.34 360 1-Mar-28 $465,306.16
6747903 ACTON MA 01720 SFD 7.250 6.750 $1,931.92 360 1-Apr-28 $282,979.08
6748907 EDINA MN 55439 SFD 7.500 6.750 $2,489.20 360 1-Apr-28 $355,735.80
6748957 DENTON TX 76201 SFD 7.750 6.750 $1,932.67 360 1-Mar-28 $269,387.95
6749127 YORBA LINDA CA 92887 SFD 7.125 6.750 $2,058.88 360 1-Apr-28 $305,355.62
6749250 SANDY UT 84093 SFD 7.500 6.750 $2,622.05 360 1-Apr-28 $374,439.00
6749330 PHOENIX AZ 85018 PUD 7.375 6.750 $2,486.43 360 1-Mar-28 $359,416.06
6750262 KAILUA HI 96734 SFD 7.250 6.750 $3,001.58 360 1-Apr-28 $439,656.75
6750386 WASHINGTON DC 20015 SFD 7.375 6.750 $2,983.72 360 1-Apr-28 $431,671.28
6751398 RARITAN TOWNSHIP NJ 08869 SFD 7.375 6.750 $3,453.38 360 1-Apr-28 $499,619.54
6751501 SAN JOSE CA 95123 SFD 7.875 6.750 $2,316.60 360 1-Mar-28 $319,058.80
6751925 PRINCETON JUNCTIO NJ 08550 SFD 7.625 6.750 $1,883.44 360 1-Apr-28 $265,907.40
6752384 OAKLAND CA 94619 SFD 7.625 6.750 $1,882.73 360 1-May-28 $266,000.00
6752423 SANTA ROSA CA 95403 SFD 7.750 6.750 $2,091.92 360 1-Apr-28 $291,793.91
6752476 SANTA CLARITA CA 91355 SFD 7.500 6.750 $2,065.83 360 1-Apr-28 $295,230.73
6753178 HERMOSA BEACH CA 90254 LCO 7.875 6.750 $1,859.80 360 1-Apr-28 $253,591.43
6753340 SANTA BARBARA CA 93110 SFD 7.750 6.750 $6,985.02 360 1-Apr-28 $974,311.85
6753389 WINCHESTER MA 01890 SFD 6.875 6.608 $2,135.02 360 1-Apr-28 $324,726.96
6753576 MORGAN HILL CA 95037 SFD 7.625 6.750 $1,639.25 360 1-Apr-28 $231,432.38
6753684 CASTRO VALLEY CA 94552 SFD 7.375 6.750 $1,999.50 360 1-Apr-28 $288,979.22
6753711 PARK CITY UT 84060 SFD 7.250 6.750 $1,739.55 360 1-May-28 $255,000.00
6753909 HAIKU HI 96708 SFD 6.750 6.483 $2,318.74 360 1-Apr-28 $357,192.20
6754213 WESTFIELD NJ 07090 SFD 7.750 6.750 $2,041.77 360 1-Apr-28 $284,798.85
6754907 TIBURON CA 94920 SFD 7.500 6.750 $4,530.91 360 1-Apr-28 $647,519.09
6756254 RENO NV 89509 SFD 7.375 6.750 $2,431.18 360 1-Mar-28 $351,318.96
6756690 LA CANADA-FLINTRI CA 91011 SFD 7.375 6.750 $2,265.41 360 1-Apr-28 $327,750.42
6756728 ROSWELL GA 30076 SFD 7.375 6.750 $1,956.78 360 1-Apr-28 $283,098.42
6756813 BOXBORO MA 01719 SFD 7.250 6.750 $2,395.80 360 1-Apr-28 $350,926.03
6756879 KEY BISCAYNE FL 33149 SFD 7.625 6.750 $3,538.97 360 1-May-28 $500,000.00
6756957 VALENCIA CA 91354 SFD 7.500 6.750 $2,139.53 360 1-Apr-28 $305,763.91
6757216 ST CHARLES IL 60175 SFD 7.000 6.733 $2,062.44 360 1-Apr-28 $309,745.89
6758024 THOUSAND OAKS CA 91362 SFD 7.500 6.750 $1,947.66 360 1-Apr-28 $278,343.28
6758447 BELLEVUE WA 98005 SFD 7.375 6.750 $1,588.55 360 1-Apr-28 $229,824.99
6758537 EDINA MN 55439 SFD 7.500 6.750 $1,887.88 360 1-Apr-28 $269,799.62
6758598 KIRKLAND WA 98034 SFD 6.875 6.608 $4,138.65 360 1-May-28 $630,000.00
6758610 MERCER ISLAND WA 98040 SFD 7.250 6.750 $3,612.12 360 1-Mar-28 $528,671.39
6758802 SAN RAFAEL CA 94901 SFD 7.750 6.750 $2,815.50 360 1-Apr-28 $392,722.62
6758804 SOUTHLAKE TX 76092 PUD 7.000 6.733 $2,208.80 360 1-Apr-28 $331,727.87
6758879 HADDONFIELD NJ 08033 SFD 7.000 6.733 $2,395.09 360 1-Mar-28 $359,408.10
6759013 DRAPER UT 84020 SFD 7.625 6.750 $3,008.12 360 1-Apr-28 $424,692.40
6759245 BETHESDA MD 20817 PUD 7.500 6.750 $2,992.64 360 1-Apr-28 $427,682.36
6759293 CLIVE IA 50325 SFD 7.250 6.750 $1,882.81 360 1-Mar-28 $275,568.08
6759777 REDWOOD CITY CA 94065 SFD 7.750 6.750 $2,292.52 360 1-Apr-28 $319,774.15
6759816 SAN JOSE CA 95123 SFD 7.375 6.750 $1,726.69 360 1-Apr-28 $249,609.77
6760424 SANTA CRUZ CA 95062 SFD 7.500 6.750 $1,389.69 360 1-Apr-28 $198,602.50
6760446 DIAMOND BAR CA 91765 SFD 7.500 6.750 $1,783.00 360 1-Apr-28 $254,810.75
6761086 ANAHEIM HILLS CA 92087 SFD 7.500 6.750 $4,419.04 360 1-Apr-28 $631,530.96
6762030 MISSION VIEJO CA 92692 PUD 7.625 6.750 $1,981.82 360 1-Apr-28 $279,797.35
6762366 TEANECK NJ 07666 SFD 7.250 6.750 $2,259.37 360 1-Feb-28 $330,357.07
6763410 LA JOLLA CA 92037 LCO 7.375 6.750 $1,692.15 360 1-Apr-28 $244,813.58
6763448 APTOS CA 95003 SFD 7.375 6.750 $1,716.33 360 1-Apr-28 $248,310.91
6763473 LOS ANGELES CA 90210 SFD 7.625 6.750 $4,246.76 360 1-Apr-28 $599,565.74
6763479 NOVI MI 48375 SFD 7.375 6.750 $1,967.73 360 1-Apr-28 $284,683.22
6763503 SAN JOSE CA 95111 SFD 7.750 6.750 $1,801.78 360 1-Apr-28 $251,322.49
6763716 WASHINGTON DC 20008 SFD 7.750 6.750 $2,250.25 360 1-Apr-28 $313,878.31
6764299 MANALAPAN TWNSP NJ 07726 SFD 7.625 6.750 $2,774.55 360 1-Apr-28 $391,716.28
6764454 LITTLE ROCK AR 72211 SFD 7.250 6.750 $2,708.24 360 1-Apr-28 $396,690.30
6764668 FORT WASHINGTON PA 19034 SFD 7.500 6.750 $1,789.99 360 1-Mar-28 $255,618.83
6765080 SAN JOSE CA 95123 SFD 7.875 6.750 $2,160.71 360 1-Apr-28 $297,794.92
6765563 BETHLEHEM TWNSP NJ 08827 SFD 7.750 6.750 $2,421.47 360 1-Apr-28 $337,761.45
6765635 WOODWAY WA 98020 SFD 7.375 6.750 $4,834.73 360 1-Apr-28 $699,467.35
6765783 JACKSON TN 38301 SFD 7.250 6.750 $1,773.66 360 1-Apr-28 $259,797.17
6765973 ALAMO CA 94507 SFD 7.000 6.733 $2,973.90 360 1-Apr-28 $446,633.60
6766230 SAN JOSE CA 95125 SFD 7.500 6.750 $2,055.69 360 1-Apr-28 $293,781.81
6766769 VENTURA CA 93003 SFD 7.375 6.750 $1,641.04 360 1-Apr-28 $237,415.87
6766829 WASHINGTON DC 20015 SFD 7.375 6.750 $1,962.90 360 1-May-28 $284,200.00
6767140 LEESBURG VA 20175 SFD 7.000 6.733 $1,729.79 360 1-May-28 $260,000.00
6767275 BOUNTIFUL UT 84010 PUD 7.750 6.750 $1,880.58 360 1-Apr-28 $262,314.73
6767472 CAMPBELL CA 95008 PUD 7.375 6.750 $1,708.38 360 1-May-28 $247,350.00
6768465 DURANGO CO 81301 SFD 7.625 6.750 $2,137.54 360 1-Apr-28 $301,681.42
6768506 CRYSTAL LAKE IL 60014 SFD 7.500 6.750 $1,831.94 360 1-Apr-28 $261,805.56
6768644 FORT WORTH TX 76132 SFD 7.750 6.750 $4,635.19 360 1-Apr-28 $646,543.35
6768730 NORTH OAKS MN 55127 SFD 7.625 6.750 $2,066.76 360 1-Apr-28 $291,788.66
6768943 SHIP BOTTOM NJ 08008 SFD 7.875 6.750 $942.59 360 1-Apr-28 $129,860.54
6769352 FRANKLIN MA 02038 SFD 7.375 6.750 $1,775.04 360 1-Apr-28 $256,804.44
6769579 NOKOMIS FL 34275 SFD 7.375 6.750 $2,486.43 360 1-Apr-28 $359,726.07
6770048 SNOWMASS VILLAGE CO 81615 LCO 7.750 6.750 $1,834.02 360 1-Apr-28 $255,818.89
6770087 EAGLE-VAIL CO 81620 SFD 7.375 6.750 $858.51 360 1-Apr-28 $124,205.42
6770156 ALBUQUERQUE NM 87122 SFD 7.375 6.750 $2,302.71 360 1-Apr-28 $332,140.56
6770672 COLORADO SPRINGS CO 80904 SFD 7.500 6.750 $4,106.49 360 1-Apr-28 $586,864.14
6770712 SAN FRANCISCO CA 94107 SFD 7.625 6.750 $2,937.34 360 1-Apr-28 $414,699.64
6770798 PARKLAND FL 33067 SFD 7.375 6.750 $2,590.03 360 1-Apr-28 $374,714.66
6771447 SAN ANTONIO TX 78257 SFD 7.500 6.750 $2,973.76 360 1-Apr-28 $424,984.37
6771534 ARLINGTON VA 22207 SFD 6.875 6.608 $1,740.86 360 1-Apr-28 $264,777.37
6771721 BETHESDA MD 20814 SFD 7.500 6.750 $2,111.63 360 1-Apr-28 $301,775.87
6772058 LAGUNA BEACH CA 92651 SFD 7.125 6.750 $2,344.54 360 1-Apr-28 $347,721.71
6772471 PLACITAS NM 87043 SFD 7.375 6.750 $2,279.23 360 1-Apr-28 $329,748.89
6772490 ORANGE CT 06477 SFD 7.250 6.750 $1,998.78 360 1-Apr-28 $292,771.43
6772513 NEWPORT BEACH CA 92660 SFD 7.125 6.750 $3,393.18 360 1-Apr-28 $503,247.24
6772790 PORTLAND OR 97212 SFD 7.375 6.750 $1,830.29 360 1-Apr-28 $264,798.36
6772860 SPOKANE WA 99208 SFD 7.750 6.750 $2,647.14 360 1-Apr-28 $369,239.21
6772945 MILL VALLEY CA 94941 SFD 7.875 6.750 $2,530.49 360 1-Apr-28 $348,759.82
6773060 WASHINGTON DC 20007 SFD 7.250 6.750 $2,387.62 360 1-Apr-28 $349,726.96
6773064 ALBUQUERQUE NM 87107 SFD 7.625 6.750 $1,939.35 360 1-Apr-28 $273,801.69
6773269 PORTLAND OR 97229 SFD 6.750 6.483 $1,712.30 360 1-Apr-28 $263,772.70
6773346 SHAKOPEE MN 55379 SFD 7.625 6.750 $1,964.13 360 1-Apr-28 $277,299.15
6773544 RENO NV 89511 SFD 7.500 6.750 $1,748.04 360 1-Apr-28 $249,814.46
6773751 HAYDEN ID 83835 SFD 7.500 6.750 $1,301.94 360 1-Apr-28 $186,061.81
6774406 ELK GROVE CA 95624 SFD 7.500 6.750 $5,908.36 360 1-Apr-28 $844,372.89
6774584 LAGUNA BEACH CA 92651 SFD 7.250 6.750 $3,410.88 360 1-Apr-28 $499,609.95
6774761 BASALT CO 81621 LCO 7.375 6.750 $717.61 360 1-Apr-28 $103,820.94
6775399 LAKE HAVASU CITY AZ 86406 SFD 7.625 6.750 $1,698.00 360 1-Apr-28 $239,726.36
6775754 NEW WINDSOR NY 12553 SFD 7.750 6.750 $716.41 360 1-Apr-28 $99,929.42
6776848 N REDINGTON BEACH FL 33708 SFD 7.750 6.750 $1,182.08 360 1-Apr-28 $164,883.54
6777296 SANTA CRUZ CA 95060 PUD 7.250 6.750 $2,406.72 360 1-Apr-28 $352,524.78
6777525 CALABASAS AREA CA 91302 LCO 7.375 6.750 $2,305.13 360 1-Apr-28 $333,496.04
6777688 SALT LAKE CITY UT 84117 LCO 7.750 6.750 $1,810.37 360 1-Mar-28 $252,342.15
6777853 BOULDER CO 80302 SFD 7.625 6.750 $1,981.82 360 1-Apr-28 $279,797.35
6778258 WENATCHEE WA 98801 SFD 7.125 6.750 $1,616.92 360 1-Apr-28 $239,808.08
6778584 CLOSTER NJ 07624 SFD 7.375 6.750 $3,453.38 360 1-Apr-28 $499,619.54
6778769 FOREST LAKE MN 55025 SFD 7.250 6.750 $2,373.97 360 1-Mar-28 $347,328.63
6779181 REHOBOTH BEACH DE 19971 SFD 7.000 6.733 $1,809.62 360 1-Apr-28 $271,777.05
6779353 INDIALANTIC FL 32903 SFD 7.625 6.750 $2,689.62 360 1-Apr-28 $379,724.96
6779436 STEAMBOAT SPRINGS CO 80488 SFD 7.375 6.750 $2,631.47 360 1-Apr-28 $380,710.09
6779622 CAREFREE AZ 85377 SFD 7.500 6.750 $1,817.96 360 1-May-28 $260,000.00
6779760 INCLINE VILLAGE NV 89450 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6779918 CULVER CITY CA 90230 LCO 7.625 6.750 $1,848.76 360 1-Apr-28 $261,010.95
6780244 BEVERLY HILLS CA 90210 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6780490 MILFORD MI 48381 SFD 7.625 6.750 $1,717.46 360 1-Apr-28 $242,474.38
6781328 BRENTWOOD TN 37027 SFD 7.500 6.750 $2,020.73 360 1-Apr-28 $288,785.52
6781711 ORANGE CA 92667 SFD 7.500 6.750 $4,544.89 360 1-Apr-28 $649,517.61
6781897 CASTLE ROCK CO 80104 SFD 7.500 6.750 $2,097.64 360 1-Apr-28 $299,777.36
6782386 RENO NV 89511 SFD 7.625 6.750 $1,995.98 360 1-Mar-28 $281,439.55
6782869 CARMICHAEL CA 95608 SFD 7.625 6.750 $1,783.64 360 1-Apr-28 $251,817.61
6783124 COLORADO SPRINGS CO 80907 SFD 7.750 6.750 $1,780.28 360 1-Apr-28 $248,324.62
6783136 SANDY UT 84092 SFD 7.500 6.750 $908.98 360 1-Apr-28 $129,903.52
6783285 SANTA MARIA CA 93455 PUD 7.250 6.750 $1,637.22 360 1-May-28 $240,000.00
6783467 VIRGINIA BEACH VA 23451 SFD 7.500 6.750 $2,069.67 360 1-Apr-28 $295,780.33
6783819 SEATTLE WA 98177 SFD 7.625 6.750 $7,077.94 360 1-Apr-28 $999,276.23
6783967 BELLEVUE WA 98004 SFD 7.000 6.733 $1,064.48 360 1-Apr-28 $159,868.85
6784807 SAN MARINO CA 91108 SFD 7.500 6.750 $5,768.52 360 1-Apr-28 $824,387.73
6784907 SAN FRANCISCO CA 94112 SFD 7.250 6.750 $1,680.88 360 1-Apr-28 $246,207.79
6785878 NEWPORT BEACH CA 92625 PUD 7.375 6.750 $2,728.17 360 1-Apr-28 $394,699.43
6786469 PARK CITY UT 84060 SFD 7.625 6.750 $2,477.28 360 1-Apr-28 $349,746.68
6786696 THOUSAND OAKS CA 91362 SFD 7.125 6.750 $2,347.91 360 1-Apr-28 $348,221.31
6786746 ROWLAND HEIGHTS CA 91748 SFD 7.125 6.750 $1,774.22 360 1-Apr-28 $263,137.41
6786781 SONOMA CA 95476 SFD 7.500 6.750 $3,272.32 360 1-Apr-28 $467,652.68
6786782 OCEAN CITY NJ 08226 LCO 7.750 6.750 $2,062.55 360 1-Apr-28 $287,696.80
6786794 WEST LAFAYETTE IN 47906 SFD 7.750 6.750 $2,335.50 360 1-Apr-28 $325,769.92
6787310 SANTA CRUZ CA 95060 SFD 7.750 6.750 $2,435.80 360 1-May-28 $340,000.00
6787437 DURANGO CO 81301 SFD 7.625 6.750 $2,349.88 360 1-May-28 $332,000.00
6787885 PORTOLA VALLEY CA 94028 SFD 6.500 6.233 $3,349.96 360 1-Apr-28 $529,520.87
6787967 LONG LAKE MN 55356 SFD 7.625 6.750 $1,859.37 360 1-Apr-28 $262,509.87
6790021 ANN ARBOR MI 48105 SFD 7.875 6.750 $4,060.39 360 1-Apr-28 $559,614.61
6790599 BOXFORD MA 01970 SFD 7.125 6.750 $2,021.16 360 1-Apr-28 $299,760.09
6790713 TACOMA WA 98422 SFD 7.375 6.750 $2,364.87 360 1-Apr-28 $342,139.46
6791015 WINDERMERE FL 34786 SFD 7.625 6.750 $1,755.33 360 1-May-28 $248,000.00
6791309 LONG BEACH TWP NJ 08008 SFD 7.750 6.750 $2,550.43 360 1-Apr-28 $355,748.74
6791471 WEST HOLLYWOOD CA 90048 SFD 7.625 6.750 $2,972.73 360 1-Apr-28 $419,696.02
6791905 MIDLAND TX 79707 PUD 7.250 6.750 $2,243.34 360 1-Apr-28 $328,593.46
6792091 HALLETTSVILLE TX 77964 SFD 8.000 6.750 $2,113.24 360 1-Apr-28 $287,806.76
6792883 BLUFFDALE UT 84065 SFD 7.750 6.750 $1,934.31 360 1-Apr-28 $269,809.44
6793370 IRVINE CA 92612 SFD 7.500 6.750 $1,963.39 360 1-Apr-28 $280,591.61
6793661 LOS ANGELES CA 90049 SFD 7.125 6.750 $4,379.17 360 1-Apr-28 $649,480.21
6793697 NAPA CA 94558 SFD 7.125 6.750 $1,751.67 360 1-Apr-28 $259,792.08
6794306 CARSON CITY NV 89701 SFD 7.875 6.750 $601.81 360 1-Apr-28 $82,942.88
6794759 ORINDA CA 94563 SFD 7.750 6.750 $3,283.32 360 1-May-28 $458,300.00
6794996 DIAMOND BAR CA 91789 SFD 7.500 6.750 $1,258.59 360 1-Apr-28 $179,866.41
6795747 OXNARD CA 93035 SFD 7.500 6.750 $3,076.54 360 1-Apr-28 $439,673.46
6795915 BLOOMINGTON MN 55435 SFD 7.625 6.750 $880.50 360 1-Apr-28 $124,309.96
6796024 VALENCIA CA 91354 SFD 7.250 6.750 $1,705.44 360 1-Apr-28 $249,804.98
6796153 VASHON WA 98070 SFD 7.625 6.750 $1,946.43 360 1-Apr-28 $274,800.97
6796318 BOISE ID 83703 SFD 7.500 6.750 $2,752.11 360 1-Apr-28 $393,307.89
6796420 LA JOLLA CA 92037 SFD 7.625 6.750 $3,442.71 360 1-Apr-28 $486,047.96
6797333 PUEBLO WEST CO 81007 SFD 7.750 6.750 $1,980.88 360 1-Apr-28 $276,304.85
6797562 LOS ANGELES CA 91423 SFD 7.250 6.750 $1,057.37 360 1-Apr-28 $154,879.09
6798040 SIOUX FALLS SD 57108 SFD 7.625 6.750 $2,350.94 360 1-Apr-28 $331,909.60
6799367 FLAGSTAFF AZ 86001 SFD 7.625 6.750 $1,868.58 360 1-May-28 $264,000.00
6799378 NORTH ANDOVER MA 01845 SFD 7.875 6.750 $1,964.94 360 1-Apr-28 $270,813.50
6799451 COLLIERVILLE TN 38017 SFD 7.625 6.750 $2,052.60 360 1-Apr-28 $289,790.11
6799487 PLEASANTON CA 94566 SFD 7.250 6.750 $1,911.63 360 1-May-28 $280,225.00
6799528 SACRAMENTO CA 95821 SFD 7.375 6.750 $3,038.97 360 1-Apr-28 $439,665.20
6799569 GLENDALE AZ 85310 SFD 7.625 6.750 $2,181.77 360 1-Apr-28 $308,026.90
6800005 LIVERMORE CA 94550 SFD 7.625 6.750 $1,681.01 360 1-Apr-28 $237,328.10
6801105 FREMONT CA 94536 SFD 7.625 6.750 $2,891.34 360 1-Apr-28 $408,204.34
6801405 CARMICHAEL CA 95608 SFD 7.500 6.750 $2,064.08 360 1-Apr-28 $294,980.92
6801499 SANTA CLARA CA 95051 SFD 7.500 6.750 $2,377.33 360 1-May-28 $340,000.00
6801614 BEAVERTON OR 97007 SFD 7.500 6.750 $1,842.43 360 1-Apr-28 $263,304.45
6801664 LAGUNA BEACH CA 92667 SFD 7.375 6.750 $2,330.68 360 1-Apr-28 $337,193.23
6802608 EDWARDS CO 81632 SFD 7.250 6.750 $4,058.95 360 1-Apr-28 $594,535.84
6802853 PORTLAND OR 97229 SFD 7.250 6.750 $1,916.92 360 1-Apr-28 $280,780.79
6803549 LOS GATOS CA 95030 SFD 7.500 6.750 $6,992.15 360 1-Apr-28 $999,257.85
6803784 SEATTLE WA 98121 HCO 7.750 6.750 $2,753.17 360 1-Apr-28 $384,028.77
6804584 HOLLISTER CA 95023 SFD 7.250 6.750 $2,046.53 360 1-May-28 $300,000.00
6804603 LAS VEGAS NV 89129 SFD 8.000 6.750 $2,143.51 360 1-May-28 $292,125.00
6808470 FOOTHILL RANCH CA 92610 SFD 7.500 6.750 $2,572.41 360 1-Apr-28 $367,626.97
6808731 GREEN BAY WI 54313 SFD 7.500 6.750 $1,981.76 240 1-Apr-18 $245,555.74
6808777 CUPERTINO CA 95014 SFD 7.375 6.750 $2,196.35 360 1-May-28 $318,000.00
6808924 SANTA ANA CA 92705 SFD 7.625 6.750 $1,749.67 360 1-Apr-28 $247,021.08
6809187 DENVER CO 80206 SFD 7.750 6.750 $6,395.68 360 1-Apr-28 $892,107.92
6809486 HUNTSVILLE UT 84317 SFD 7.625 6.750 $1,663.32 360 1-Apr-28 $234,829.91
6809844 RANCHO SANTA FE CA 92067 SFD 7.375 6.750 $6,906.75 360 1-Apr-28 $999,239.08
6809895 BELLEVUE WA 98008 SFD 7.375 6.750 $3,023.78 360 1-May-28 $437,800.00
6810846 MARTINEZ CA 94553 SFD 7.250 6.750 $2,251.18 360 1-Apr-28 $329,742.57
6811441 PUNGOTEAGUE VA 23422 SFD 7.750 6.750 $5,641.75 360 1-May-28 $787,500.00
6811906 TREASURE ISLAND FL 33706 SFD 7.625 6.750 $2,277.33 360 1-Apr-28 $321,517.12
6812943 HUDSON OH 44236 SFD 7.375 6.750 $2,037.49 360 1-Apr-28 $294,775.53
6813665 BROOMFIELD CO 80020 SFD 7.250 6.750 $717.65 360 1-Apr-28 $105,117.93
6813698 SAN DIEGO CA 92131 SFD 7.625 6.750 $1,663.32 360 1-Apr-28 $234,829.91
6814091 RIVERTON UT 84065 SFD 7.625 6.750 $2,087.99 360 1-Apr-28 $294,786.49
6815543 LOOMIS CA 95650 SFD 7.875 6.750 $6,525.62 360 1-Apr-28 $899,380.63
6816835 FLAGSTAFF AZ 86001 PUD 7.500 6.750 $2,254.27 360 1-May-28 $322,400.00
6817097 FAIRFAX STATION VA 22039 SFD 7.500 6.750 $2,228.75 360 1-May-28 $318,750.00
6818105 ANACORTES WA 98221 SFD 7.250 6.750 $1,792.76 360 1-May-28 $262,800.00
6819493 ELLICOTT CITY MD 21042 SFD 7.625 6.750 $1,426.91 360 1-May-28 $201,600.00
6822355 SPANAWAY WA 98387 SFD 7.125 6.750 $1,616.92 360 1-Apr-28 $239,658.08
6823081 ST PETERSBURG FL 33704 SFD 7.500 6.750 $2,936.70 360 1-May-28 $420,000.00
6823929 MANHATTAN BEACH CA 90266 SFD 7.125 6.750 $3,190.74 360 1-Apr-28 $473,221.26
6824063 LOS ALTOS CA 94022 SFD 7.500 6.750 $1,943.82 360 1-May-28 $278,000.00
6824222 HINSDALE IL 60521 SFD 7.500 6.750 $2,803.85 360 1-May-28 $401,000.00
6824474 SCOTTSDALE AZ 85255 SFD 7.125 6.750 $3,826.72 360 1-Apr-28 $567,545.78
6825121 CASTLE ROCK CO 80104 SFD 7.500 6.750 $1,748.81 360 1-Apr-28 $249,925.38
6825183 CHINO HILLS CA 91709 SFD 7.125 6.750 $1,616.59 360 1-May-28 $239,950.00
6825321 SAN GABRIEL CA 91775 SFD 7.500 6.750 $2,992.64 360 1-May-28 $428,000.00
6825351 REDMOND WA 98052 SFD 7.375 6.750 $2,099.65 360 1-May-28 $304,000.00
6825592 MIDDLETOWN CA 95461 SFD 7.000 6.733 $532.24 360 1-Apr-28 $79,934.43
6825809 NEWPORT BEACH CA 92657 SFD 7.250 6.750 $2,012.42 360 1-Apr-28 $294,769.81
6827636 SHREVEPORT LA 71106 SFD 7.375 6.750 $1,806.12 360 1-Apr-28 $261,301.02
6828692 LIVINGSTON NJ 07039 SFD 7.750 6.750 $788.05 360 1-May-28 $110,000.00
6828826 LITTLETON CO 80123 SFD 7.250 6.750 $2,046.53 360 1-May-28 $300,000.00
6831871 UNION CITY CA 94587 SFD 7.750 6.750 $2,041.77 360 1-May-28 $285,000.00
6832056 PARK CITY UT 84060 SFD 8.125 6.750 $1,373.62 360 1-May-28 $185,000.00
6833865 SAN JOSE CA 95138 SFD 7.125 6.750 $3,233.85 360 1-Apr-28 $479,616.15
6835064 EDMOND OK 73034 SFD 7.250 6.750 $2,386.93 360 1-Apr-28 $349,277.05
6837519 ALAMEDA CA 94501 SFD 7.750 6.750 $555.22 360 1-May-28 $77,500.00
6839370 SANTA CRUZ CA 95060 SFD 7.250 6.750 $2,410.59 360 1-May-28 $353,368.00
6839990 EL PASO TX 79922 SFD 7.500 6.750 $1,929.83 360 1-May-28 $276,000.00
6841547 LAKEWOOD IL 60014 SFD 7.500 6.750 $1,781.25 360 1-May-28 $254,750.00
6844183 ENGLEWOOD CO 80110 SFD 7.125 6.750 $2,917.20 360 1-May-28 $433,000.00
6846285 MOUND MN 55364 SFD 7.500 6.750 $2,097.65 360 1-May-28 $300,000.00
6847485 EDEN UT 84310 SFD 7.750 6.750 $4,298.47 360 1-May-28 $600,000.00
6872767 MIAMI FL 33176 PUD 7.625 6.750 $2,831.17 360 1-May-28 $400,000.00
$617,828,456.64
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ --- ------- ---- --- ---- --- -----
4573146 61.90 0.250 0.017 0.608
4590362 65.03 0.250 0.017 0.483
4606656 90.00 33 0.250 0.017 0.483
4620081 94.99 17 0.250 0.017 0.733
4624494 90.00 12 0.250 0.017 0.358
4646282 94.99 33 0.250 0.017 1.233
4650365 80.00 0.250 0.017 0.108
4659282 60.72 0.250 0.017 0.433
4659737 74.95 0.250 0.017 0.883
4663119 69.16 0.250 0.017 0.358
4665330 75.00 0.250 0.017 0.983
4665335 77.42 0.250 0.017 0.000
4665859 90.00 0.250 0.017 0.733
4669195 65.00 0.250 0.017 0.483
4669860 90.00 11 0.250 0.017 0.983
4670258 79.99 0.250 0.017 0.858
4670638 81.43 06 0.250 0.017 0.858
4671800 78.26 0.250 0.017 0.358
4676139 77.26 0.250 0.017 0.608
4678659 95.00 01 0.250 0.017 0.233
4678768 80.00 0.250 0.017 0.608
4679413 79.99 0.250 0.017 0.358
4679662 47.62 0.250 0.017 0.000
4680602 67.53 0.250 0.017 0.483
4682687 73.66 0.250 0.017 0.733
4684605 79.21 0.250 0.017 0.233
4684851 88.50 17 0.250 0.017 0.358
4686639 88.54 01 0.250 0.017 0.483
4688725 66.67 0.250 0.017 0.608
4688766 80.00 0.250 0.017 0.233
4689332 70.00 0.250 0.017 0.358
4689664 80.00 0.250 0.017 0.233
4689727 89.66 33 0.250 0.017 0.608
4689748 55.56 0.250 0.017 0.358
4690296 65.00 0.250 0.017 0.358
4690826 95.00 06 0.250 0.017 0.608
4691273 94.99 17 0.250 0.017 0.733
4691775 78.95 0.250 0.017 0.358
4691996 65.55 0.250 0.017 0.733
4692189 80.00 0.250 0.017 0.000
4692220 77.35 0.250 0.017 0.858
4692575 89.89 06 0.250 0.017 0.608
4694249 94.94 33 0.250 0.017 1.233
4694295 62.92 0.250 0.017 0.358
4694789 61.25 0.250 0.017 0.483
4694794 79.71 0.250 0.017 0.608
4694864 67.20 0.250 0.017 0.108
4694993 79.59 0.250 0.017 0.633
4695285 90.00 33 0.250 0.017 0.483
4695319 64.99 0.250 0.017 0.883
4695439 95.00 33 0.250 0.017 1.483
4695475 69.44 0.250 0.017 0.358
4695533 75.43 0.250 0.017 0.358
4696038 71.43 0.250 0.017 0.483
4696397 61.97 0.250 0.017 0.608
4696551 74.65 0.250 0.017 0.733
4696593 75.00 0.250 0.017 0.608
4696796 80.00 0.250 0.017 0.608
4696899 80.00 0.250 0.017 0.108
4697133 68.35 0.250 0.017 0.358
4697490 79.02 GD 2YR 0.250 0.017 0.233
4697613 80.00 0.250 0.017 0.233
4698032 63.94 0.250 0.017 0.358
4698086 61.66 0.250 0.017 0.358
4698093 80.00 0.250 0.017 0.000
4698231 62.63 0.250 0.017 0.483
4698302 69.24 0.250 0.017 0.000
4698382 39.77 0.250 0.017 0.858
4698396 73.00 0.250 0.017 0.000
4698399 91.70 13 0.250 0.017 0.358
4698571 90.00 33 0.250 0.017 0.983
4698894 75.71 0.250 0.017 0.358
4699197 80.00 0.250 0.017 0.333
4699337 75.00 0.250 0.017 0.358
4699372 94.99 06 0.250 0.017 1.133
4699429 78.66 0.250 0.017 0.000
4699574 66.00 0.250 0.017 0.483
4699733 88.43 0.250 0.017 0.983
4699960 90.00 17 0.250 0.017 0.483
4700060 90.00 17 0.250 0.017 0.233
4700199 79.99 0.250 0.017 0.358
4700206 64.55 0.250 0.017 0.483
4700218 69.81 0.250 0.017 0.233
4700229 73.85 0.250 0.017 0.108
4700244 80.00 0.250 0.017 0.233
4700345 76.79 0.250 0.017 0.000
4700406 68.46 0.250 0.017 0.483
4700754 40.33 0.250 0.017 0.233
4700832 79.99 0.250 0.017 0.358
4700857 89.89 33 0.250 0.017 0.733
4700980 47.96 0.250 0.017 0.358
4701034 72.22 0.250 0.017 0.358
4701149 80.00 0.250 0.017 0.000
4701171 78.33 0.250 0.017 0.000
4701212 70.00 0.250 0.017 0.733
4701219 50.46 0.250 0.017 0.358
4701246 65.65 0.250 0.017 0.358
4701253 80.00 0.250 0.017 0.000
4701319 69.89 0.250 0.017 0.733
4701320 75.00 0.250 0.017 0.233
4701376 40.47 0.250 0.017 0.358
4701533 65.17 0.250 0.017 0.483
4701598 74.94 0.250 0.017 0.233
4701623 33.74 0.250 0.017 0.358
4702145 89.99 33 0.250 0.017 0.483
4702255 68.57 0.250 0.017 0.358
4702440 78.13 0.250 0.017 0.108
4702667 45.63 0.250 0.017 0.108
4702842 80.00 0.250 0.017 0.733
4703061 80.00 0.250 0.017 0.358
4703080 68.42 0.250 0.017 0.483
4703309 65.93 0.250 0.017 0.000
4703451 80.00 0.250 0.017 0.483
4703824 79.24 0.250 0.017 0.608
4703869 63.77 0.250 0.017 0.358
4703946 73.91 0.250 0.017 0.233
4703950 76.39 0.250 0.017 0.358
4703957 85.00 33 0.250 0.017 0.483
4704013 55.56 0.250 0.017 0.608
4704075 79.66 0.250 0.017 0.358
4704312 78.92 0.250 0.017 0.733
4704364 73.80 0.250 0.017 0.608
4704662 72.52 0.250 0.017 0.233
4704688 65.26 0.250 0.017 0.358
4704864 75.00 0.250 0.017 0.000
4704959 84.99 01 0.250 0.017 0.358
4705027 46.82 0.250 0.017 0.483
4705164 76.15 0.250 0.017 0.358
4705334 76.76 0.250 0.017 0.858
4705655 46.69 0.250 0.017 0.000
4705870 62.08 0.250 0.017 0.000
4706068 79.99 0.250 0.017 0.000
4706114 64.53 0.250 0.017 0.733
4706197 74.70 0.250 0.017 0.608
4706330 69.33 0.250 0.017 0.108
4706426 74.34 0.250 0.017 0.483
4706742 61.05 0.250 0.017 0.358
4707062 72.11 0.250 0.017 0.483
4707169 68.18 0.250 0.017 0.000
4707174 89.66 17 0.250 0.017 0.108
4707280 79.34 0.250 0.017 0.608
4707296 60.05 0.250 0.017 0.858
4707396 70.41 0.250 0.017 0.000
4707456 90.00 11 0.250 0.017 0.483
4707651 75.00 0.250 0.017 0.233
4707694 74.07 0.250 0.017 0.000
4707727 70.29 0.250 0.017 0.358
4707745 80.00 0.250 0.017 0.108
4707769 69.09 0.250 0.017 0.483
4707839 59.09 0.250 0.017 0.608
4707987 80.00 0.250 0.017 0.108
4708098 60.96 0.250 0.017 0.608
4708201 69.07 0.250 0.017 0.608
4708243 83.64 06 0.250 0.017 0.108
4708480 79.47 0.250 0.017 0.233
4708635 66.67 0.250 0.017 0.483
4708646 77.94 0.250 0.017 0.608
4708650 73.08 0.250 0.017 0.483
4708657 75.00 0.250 0.017 0.000
4708661 66.67 0.250 0.017 0.483
4708739 88.89 33 0.250 0.017 0.608
4708857 80.00 0.250 0.017 0.608
4708875 90.00 17 0.250 0.017 0.983
4708993 77.50 0.250 0.017 0.233
4709162 60.75 0.250 0.017 0.608
4709177 79.99 0.250 0.017 0.233
4709236 65.00 0.250 0.017 0.733
4709274 52.66 0.250 0.017 0.483
4709312 76.78 0.250 0.017 0.483
4709350 87.94 33 0.250 0.017 0.983
4709378 69.44 0.250 0.017 0.233
4709404 47.54 0.250 0.017 0.358
4709433 62.54 0.250 0.017 0.858
4709442 90.00 17 0.250 0.017 0.608
4709542 71.70 0.250 0.017 0.000
4710015 90.00 17 0.250 0.017 0.358
4710033 88.89 11 0.250 0.017 0.233
4710041 80.00 0.250 0.017 0.233
4710049 95.00 17 0.250 0.017 0.858
4710058 74.47 0.250 0.017 0.233
4710083 51.63 0.250 0.017 0.108
4710085 79.55 0.250 0.017 0.608
4710423 38.15 0.250 0.017 0.108
4710542 78.21 0.250 0.017 0.483
4711145 90.00 01 0.250 0.017 0.858
4711233 80.00 0.250 0.017 0.483
4711284 90.00 33 0.250 0.017 0.983
4711303 70.59 0.250 0.017 0.608
4711344 78.06 0.250 0.017 0.358
4711402 68.83 0.250 0.017 0.608
4711494 69.57 0.250 0.017 0.000
4711535 84.06 17 0.250 0.017 0.358
4711580 70.99 0.250 0.017 0.858
4711663 80.00 0.250 0.017 0.108
4711962 57.14 0.250 0.017 1.233
4712164 78.88 0.250 0.017 0.233
4712259 76.07 0.250 0.017 0.233
4712263 53.33 0.250 0.017 0.000
4712293 78.13 0.250 0.017 0.233
4712315 42.11 0.250 0.017 0.858
4712316 78.36 0.250 0.017 0.233
4712320 56.91 0.250 0.017 0.733
4712330 90.00 06 0.250 0.017 0.483
4712339 71.03 0.250 0.017 0.483
4712354 75.38 0.250 0.017 0.108
4712393 65.78 0.250 0.017 0.483
4712465 73.33 0.250 0.017 0.608
4712468 80.00 0.250 0.017 0.608
4712487 83.85 12 0.250 0.017 0.608
4712552 80.00 0.250 0.017 0.358
4712677 90.00 17 0.250 0.017 0.233
4712904 75.00 0.250 0.017 0.858
4712932 54.17 0.250 0.017 0.358
4712935 80.00 0.250 0.017 0.733
4713323 77.29 0.250 0.017 0.733
4713373 46.48 0.250 0.017 0.608
4713402 80.00 0.250 0.017 0.858
4713486 72.17 0.250 0.017 0.858
4713597 74.53 GD 3YR 0.250 0.017 0.483
4713738 87.05 33 0.250 0.017 0.733
4713810 54.28 0.250 0.017 0.483
4713899 69.59 0.250 0.017 0.858
4713942 79.43 0.250 0.017 0.358
4714166 80.00 0.250 0.017 0.608
4714186 45.45 0.250 0.017 0.233
4714198 80.00 0.250 0.017 0.733
4714233 90.00 11 0.250 0.017 0.483
4714236 80.00 0.250 0.017 0.000
4714294 80.00 0.250 0.017 0.358
4714335 80.00 0.250 0.017 0.483
4714415 77.85 0.250 0.017 0.858
4714489 52.06 0.250 0.017 0.608
4714529 79.71 0.250 0.017 0.608
4714684 82.62 17 0.250 0.017 0.483
4714696 58.14 0.250 0.017 0.858
4714856 61.09 0.250 0.017 0.358
4714871 61.59 0.250 0.017 0.483
4715151 77.99 0.250 0.017 0.483
4715182 94.89 06 0.250 0.017 0.108
4715192 79.75 0.250 0.017 0.733
4715218 70.00 0.250 0.017 0.733
4715516 79.41 0.250 0.017 0.358
4715729 63.88 0.250 0.017 0.358
4715737 69.67 0.250 0.017 0.608
4715778 79.26 0.250 0.017 0.358
4715812 67.83 0.250 0.017 0.608
4715878 70.83 0.250 0.017 0.233
4716060 64.00 0.250 0.017 0.108
4716216 80.00 0.250 0.017 0.108
4716282 50.67 0.250 0.017 0.483
4716366 75.00 0.250 0.017 0.608
4716566 63.16 0.250 0.017 0.233
4716792 40.00 0.250 0.017 0.233
4716820 73.99 0.250 0.017 0.858
4717127 80.00 0.250 0.017 0.733
4717166 73.35 0.250 0.017 0.000
4717274 95.00 17 0.250 0.017 1.108
4717297 68.87 0.250 0.017 0.608
4717314 62.02 0.250 0.017 0.983
4717421 72.00 0.250 0.017 0.733
4717434 63.33 0.250 0.017 0.983
4717485 70.00 0.250 0.017 0.483
4717529 53.25 0.250 0.017 0.608
4717624 52.89 0.250 0.017 0.000
4717734 73.40 0.250 0.017 1.108
4717750 69.25 0.250 0.017 0.000
4717817 80.00 0.250 0.017 0.983
4717842 80.00 0.250 0.017 0.483
4717993 71.91 0.250 0.017 0.858
4718131 72.33 0.250 0.017 0.483
4718204 79.34 0.250 0.017 0.483
4718345 79.05 0.250 0.017 0.983
4718378 79.73 0.250 0.017 0.608
4718440 33.33 0.250 0.017 0.483
4718453 77.23 0.250 0.017 0.608
4718481 80.00 0.250 0.017 0.358
4718490 80.00 0.250 0.017 0.483
4718506 74.65 0.250 0.017 0.358
4718526 55.85 0.250 0.017 0.358
4718568 79.53 0.250 0.017 0.358
4718609 78.92 0.250 0.017 1.233
4718610 61.11 0.250 0.017 0.358
4718627 77.09 0.250 0.017 0.358
4718773 60.00 0.250 0.017 0.000
4718776 54.97 0.250 0.017 0.000
4719013 80.00 0.250 0.017 0.483
4719020 68.57 0.250 0.017 0.483
4719085 77.53 0.250 0.017 0.108
4719095 88.30 06 0.250 0.017 0.858
4719135 82.09 GD 3YR 17 0.250 0.017 0.483
4719228 87.72 06 0.250 0.017 0.858
4719364 89.09 12 0.250 0.017 0.358
4719384 80.00 0.250 0.017 0.983
4719422 62.93 0.250 0.017 0.858
4719424 80.00 0.250 0.017 0.733
4719470 70.00 0.250 0.017 0.733
4719591 80.00 0.250 0.017 0.233
4719740 78.38 0.250 0.017 0.108
4719798 80.00 0.250 0.017 0.000
4719856 89.99 24 0.250 0.017 0.233
4719880 71.52 0.250 0.017 0.608
4720212 58.56 0.250 0.017 0.000
4720230 71.84 0.250 0.017 0.733
4720309 48.16 0.250 0.017 0.358
4720381 67.74 0.250 0.017 0.483
4720452 83.68 17 0.250 0.017 0.108
4720457 75.00 0.250 0.017 0.858
4720524 80.00 0.250 0.017 0.000
4720565 80.00 0.250 0.017 0.358
4720571 51.43 0.250 0.017 0.483
4720573 58.05 GD 3YR 0.250 0.017 0.233
4720576 77.23 0.250 0.017 0.000
4720588 48.78 0.250 0.017 0.483
4720641 60.34 0.250 0.017 0.483
4720691 71.15 0.250 0.017 0.233
4720778 50.54 0.250 0.017 0.608
4720808 80.00 0.250 0.017 1.108
4720817 69.92 0.250 0.017 0.858
4720887 75.00 0.250 0.017 0.733
4720992 69.23 0.250 0.017 0.358
4721040 52.32 0.250 0.017 0.358
4721242 74.97 0.250 0.017 0.983
4721259 50.81 0.250 0.017 0.733
4721272 75.00 0.250 0.017 0.483
4721318 63.56 0.250 0.017 0.783
4721427 74.97 0.250 0.017 0.983
4721498 75.00 0.250 0.017 0.733
4721716 74.96 0.250 0.017 0.383
4721805 50.73 0.250 0.017 0.608
4721853 65.22 0.250 0.017 0.433
4721872 37.55 0.250 0.017 0.733
4721938 63.68 0.250 0.017 0.633
4722046 89.73 33 0.250 0.017 0.733
4722056 75.12 0.250 0.017 0.608
4722111 55.68 0.250 0.017 0.358
4722400 75.00 0.250 0.017 0.608
4722505 88.41 12 0.250 0.017 1.358
4722579 80.00 0.250 0.017 0.358
4722624 80.00 0.250 0.017 0.358
4722631 73.61 0.250 0.017 0.358
4722763 80.00 0.250 0.017 0.233
4722784 57.86 0.250 0.017 0.108
4722785 80.00 0.250 0.017 0.000
4722836 77.13 0.250 0.017 0.483
4723021 70.00 0.250 0.017 0.608
4723041 78.05 0.250 0.017 0.233
4723046 72.21 0.250 0.017 0.233
4723171 63.97 0.250 0.017 0.358
4723183 45.54 0.250 0.017 0.358
4723196 56.09 0.250 0.017 0.733
4723280 79.93 0.250 0.017 0.108
4723290 53.91 0.250 0.017 0.358
4723291 89.23 01 0.250 0.017 0.233
4723364 80.00 0.250 0.017 0.358
4723378 78.10 0.250 0.017 0.733
4723379 75.00 0.250 0.017 0.608
4723402 67.80 0.250 0.017 0.858
4723425 57.05 0.250 0.017 0.358
4723502 64.45 0.250 0.017 0.483
4723558 54.55 0.250 0.017 0.608
4723559 61.67 0.250 0.017 0.483
4723569 77.83 0.250 0.017 0.733
4723574 62.03 0.250 0.017 0.483
4723614 66.42 0.250 0.017 0.358
4723713 25.11 0.250 0.017 0.233
4723721 88.52 33 0.250 0.017 0.733
4723725 79.73 0.250 0.017 0.608
4723772 80.00 0.250 0.017 0.000
4723855 80.00 0.250 0.017 0.000
4723878 75.00 0.250 0.017 0.858
4723929 80.00 0.250 0.017 0.483
4723977 74.86 0.250 0.017 0.233
4723981 75.95 0.250 0.017 0.358
4724087 90.00 0.250 0.017 0.608
4724352 95.00 33 0.250 0.017 1.108
4724353 45.34 0.250 0.017 0.358
4724363 69.79 0.250 0.017 0.483
4724482 80.00 0.250 0.017 0.483
4724573 68.75 0.250 0.017 0.358
4724603 72.83 0.250 0.017 0.000
4724762 58.63 0.250 0.017 0.483
4724821 80.00 0.250 0.017 0.858
4724828 80.00 0.250 0.017 0.733
4724841 80.00 0.250 0.017 0.983
4724854 79.17 0.250 0.017 0.483
4724867 61.54 0.250 0.017 0.358
4724882 69.57 0.250 0.017 0.483
4724891 78.02 0.250 0.017 0.483
4724924 30.30 0.250 0.017 0.000
4724964 61.05 0.250 0.017 0.108
4725013 80.00 0.250 0.017 0.608
4725120 90.00 17 0.250 0.017 0.000
4725216 79.99 0.250 0.017 0.108
4725294 90.00 17 0.250 0.017 0.483
4725318 90.00 0.250 0.017 1.233
4725331 90.00 0.250 0.017 1.358
4725478 75.00 0.250 0.017 0.733
4725497 45.46 0.250 0.017 0.358
4725530 73.96 0.250 0.017 0.483
4725711 90.00 0.250 0.017 0.483
4725765 68.87 0.250 0.017 0.483
4725886 75.00 0.250 0.017 0.983
4725890 68.99 0.250 0.017 0.483
4725900 80.00 0.250 0.017 0.733
4725949 53.57 0.250 0.017 0.483
4725999 71.01 0.250 0.017 0.733
4726084 74.98 0.250 0.017 0.983
4726094 75.00 0.250 0.017 0.733
4726166 89.95 11 0.250 0.017 1.108
4726173 82.90 06 0.250 0.017 0.483
4726297 65.05 0.250 0.017 0.233
4726346 80.00 0.250 0.017 0.733
4726352 75.00 0.250 0.017 0.233
4726528 90.00 33 0.250 0.017 0.733
4726612 77.28 0.250 0.017 0.608
4726631 67.50 0.250 0.017 0.733
4726770 80.00 0.250 0.017 0.358
4726789 65.00 0.250 0.017 0.233
4726804 80.00 0.250 0.017 0.233
4726968 89.98 33 0.250 0.017 0.608
4727064 79.70 0.250 0.017 0.733
4727089 80.00 0.250 0.017 0.858
4727100 76.61 0.250 0.017 0.608
4727147 80.00 0.250 0.017 0.233
4727156 62.45 0.250 0.017 0.358
4727172 79.26 0.250 0.017 0.233
4727173 70.00 0.250 0.017 0.858
4727192 69.65 0.250 0.017 0.000
4727225 62.96 0.250 0.017 0.108
4727295 55.06 0.250 0.017 0.233
4727449 71.25 0.250 0.017 0.358
4727527 62.29 0.250 0.017 0.483
4727534 59.18 0.250 0.017 0.233
4727581 40.08 0.250 0.017 0.983
4727583 65.48 0.250 0.017 0.358
4727669 80.00 0.250 0.017 0.858
4727716 79.21 0.250 0.017 0.233
4727727 79.31 0.250 0.017 0.233
4727844 72.29 0.250 0.017 0.608
4727874 72.76 0.250 0.017 0.483
4728003 58.82 0.250 0.017 0.358
4728288 80.00 0.250 0.017 0.608
4728412 80.00 0.250 0.017 0.733
4728501 70.00 0.250 0.017 0.483
4728546 90.00 13 0.250 0.017 0.483
4728667 88.75 12 0.250 0.017 0.233
4728676 80.00 0.250 0.017 0.358
4728698 47.66 0.250 0.017 0.483
4728704 75.00 0.250 0.017 0.733
4728811 80.00 0.250 0.017 0.858
4728910 67.78 0.250 0.017 0.983
4728932 61.18 0.250 0.017 0.233
4728945 74.98 0.250 0.017 0.983
4728947 52.58 0.250 0.017 0.000
4729073 90.00 33 0.250 0.017 0.483
4729191 58.23 0.250 0.017 0.483
4729503 78.75 0.250 0.017 0.608
4729545 78.48 0.250 0.017 0.483
4729633 40.38 0.250 0.017 0.733
4729655 79.95 0.250 0.017 0.858
4729692 79.24 0.250 0.017 0.483
4729719 47.55 0.250 0.017 0.733
4729727 80.00 0.250 0.017 0.733
4729736 81.23 17 0.250 0.017 0.858
4729749 76.36 0.250 0.017 0.233
4729799 73.85 0.250 0.017 0.483
4729889 80.00 0.250 0.017 0.733
4729945 54.55 0.250 0.017 0.833
4729959 74.98 0.250 0.017 0.933
4729996 74.89 0.250 0.017 0.533
4730033 75.00 0.250 0.017 0.733
4730068 72.33 0.250 0.017 0.883
4730076 71.30 0.250 0.017 0.483
4730086 66.30 0.250 0.017 0.733
4730101 72.21 0.250 0.017 0.000
4730108 64.05 0.250 0.017 0.683
4730128 33.33 0.250 0.017 0.883
4730157 79.55 0.250 0.017 0.233
4730159 80.00 0.250 0.017 0.000
4730174 74.98 0.250 0.017 0.733
4730179 44.12 0.250 0.017 0.833
4730209 59.12 0.250 0.017 0.583
4730241 69.05 0.250 0.017 0.358
4730242 85.00 11 0.250 0.017 0.358
4730266 59.09 0.250 0.017 0.483
4730269 75.00 0.250 0.017 0.883
4730322 75.14 0.250 0.017 0.483
4730343 59.64 0.250 0.017 0.608
4730344 65.82 0.250 0.017 0.108
4730460 73.53 0.250 0.017 0.733
4730524 64.85 0.250 0.017 0.483
4730527 74.93 0.250 0.017 0.883
4730585 80.00 0.250 0.017 0.608
4730635 78.88 0.250 0.017 0.983
4730718 80.00 0.250 0.017 0.608
4730963 75.07 0.250 0.017 0.358
4731068 68.74 0.250 0.017 0.483
4731074 80.00 0.250 0.017 0.000
4731132 51.45 0.250 0.017 0.333
4731226 75.00 0.250 0.017 0.358
4731242 37.74 0.250 0.017 0.733
4731288 78.46 0.250 0.017 0.608
4731395 56.10 0.250 0.017 0.858
4731406 75.58 0.250 0.017 0.358
4731427 76.61 0.250 0.017 0.233
4731453 78.86 0.250 0.017 0.483
4731561 75.00 0.250 0.017 0.483
4731571 71.32 0.250 0.017 1.133
4731583 31.91 0.250 0.017 0.483
4731600 75.00 0.250 0.017 1.183
4731610 74.94 0.250 0.017 0.833
4731613 43.15 0.250 0.017 0.683
4731618 69.62 0.250 0.017 0.608
4731637 28.58 0.250 0.017 0.483
4731645 65.03 0.250 0.017 0.783
4731647 10.64 0.250 0.017 0.683
4731805 79.50 0.250 0.017 0.608
4731810 89.99 0.250 0.017 0.233
4731820 80.00 0.250 0.017 0.358
4731850 79.38 0.250 0.017 0.483
4731856 57.42 0.250 0.017 0.483
4731877 73.96 0.250 0.017 0.358
4731880 62.73 0.250 0.017 0.858
4731912 72.29 0.250 0.017 0.483
4731986 74.94 0.250 0.017 0.608
4732064 80.00 0.250 0.017 0.483
4732141 50.17 0.250 0.017 0.733
4732196 75.09 0.250 0.017 0.858
4732242 72.12 0.250 0.017 0.608
4732274 78.18 0.250 0.017 0.483
4732492 90.00 17 0.250 0.017 0.608
4732669 80.00 0.250 0.017 0.858
4732788 93.75 13 0.250 0.017 0.733
4732866 70.00 0.250 0.017 0.608
4732902 94.99 06 0.250 0.017 0.608
4733025 80.00 0.250 0.017 0.858
4733034 80.00 0.250 0.017 0.358
4733045 86.81 17 0.250 0.017 0.358
4733092 51.80 0.250 0.017 0.733
4733169 75.56 0.250 0.017 0.358
4733219 65.38 0.250 0.017 0.000
4733250 89.51 17 0.250 0.017 0.608
4733351 47.83 0.250 0.017 0.983
4733355 75.00 0.250 0.017 0.858
4733391 61.54 0.250 0.017 1.108
4733423 80.00 0.250 0.017 0.983
4733534 33.70 0.250 0.017 0.483
4733685 79.99 0.250 0.017 0.483
4733690 80.00 0.250 0.017 0.358
4733803 80.00 0.250 0.017 0.483
4734024 75.00 0.250 0.017 0.483
4734157 79.08 0.250 0.017 0.733
4734160 80.00 0.250 0.017 0.233
4734259 86.54 17 0.250 0.017 0.608
4734276 63.64 0.250 0.017 0.608
4734418 80.00 0.250 0.017 0.733
4734445 80.00 0.250 0.017 0.358
4734450 75.00 0.250 0.017 0.983
4734507 68.03 0.250 0.017 0.233
4734517 74.13 0.250 0.017 0.608
4734594 80.00 0.250 0.017 0.483
4734604 78.43 0.250 0.017 1.108
4734618 90.00 06 0.250 0.017 0.233
4734634 79.69 0.250 0.017 0.733
4734649 89.94 33 0.250 0.017 0.483
4734681 80.00 0.250 0.017 0.233
4735192 80.00 0.250 0.017 0.733
4735222 89.09 17 0.250 0.017 0.483
4735237 69.18 0.250 0.017 0.608
4735238 76.33 0.250 0.017 0.608
4735621 61.48 0.250 0.017 0.233
4735853 79.99 0.250 0.017 0.358
4735966 73.26 0.250 0.017 0.608
4736059 65.00 0.250 0.017 0.233
4736130 69.94 0.250 0.017 0.483
4736140 80.00 0.250 0.017 0.358
4736150 78.03 0.250 0.017 0.358
4736253 86.73 17 0.250 0.017 0.608
4736282 67.18 0.250 0.017 0.483
4736308 52.67 0.250 0.017 0.733
4736324 76.92 0.250 0.017 0.000
4736341 90.00 33 0.250 0.017 0.233
4736520 59.35 0.250 0.017 0.733
4736595 80.00 0.250 0.017 0.733
4736608 80.00 0.250 0.017 0.233
4736616 90.00 17 0.250 0.017 0.608
4736640 80.00 0.250 0.017 0.608
4736760 29.89 0.250 0.017 0.608
4737021 66.09 0.250 0.017 0.608
4737105 79.56 0.250 0.017 0.608
4737214 67.50 0.250 0.017 0.358
4737242 80.00 0.250 0.017 0.483
4737248 75.00 0.250 0.017 0.608
4737301 75.00 0.250 0.017 0.608
4737309 80.00 0.250 0.017 0.608
4737394 85.00 01 0.250 0.017 0.000
4737491 75.00 0.250 0.017 0.233
4737592 74.98 0.250 0.017 0.983
4737604 80.00 0.250 0.017 0.358
4737676 80.00 0.250 0.017 0.733
4737704 80.00 0.250 0.017 0.483
4737860 80.00 0.250 0.017 0.358
4737881 84.91 06 0.250 0.017 0.608
4738091 68.18 0.250 0.017 0.483
4738099 72.38 0.250 0.017 0.358
4738106 78.07 0.250 0.017 0.358
4738108 73.98 0.250 0.017 0.233
4738109 90.00 11 0.250 0.017 0.483
4738143 76.44 0.250 0.017 0.233
4738156 80.00 0.250 0.017 0.233
4738162 78.26 0.250 0.017 0.000
4738203 65.91 0.250 0.017 0.483
4738210 69.95 0.250 0.017 0.233
4738220 73.60 0.250 0.017 0.608
4738250 40.09 0.250 0.017 0.108
4738406 80.00 0.250 0.017 0.358
4738542 94.98 11 0.250 0.017 0.233
4738543 73.00 0.250 0.017 0.000
4738545 94.79 11 0.250 0.017 0.358
4738550 57.46 0.250 0.017 0.608
4738561 80.00 0.250 0.017 0.358
4738572 80.00 0.250 0.017 0.483
4738575 80.00 0.250 0.017 0.483
4738581 74.15 0.250 0.017 1.233
4738590 80.00 0.250 0.017 0.608
4738603 86.84 33 0.250 0.017 0.483
4738620 66.96 0.250 0.017 0.358
4738622 79.98 0.250 0.017 0.483
4738630 89.08 11 0.250 0.017 0.733
4738638 79.83 0.250 0.017 0.858
4738673 80.00 0.250 0.017 0.233
4738748 59.91 0.250 0.017 0.858
4738786 75.00 0.250 0.017 0.000
4738838 70.39 0.250 0.017 0.233
4738848 71.35 0.250 0.017 0.108
4738858 75.00 0.250 0.017 0.233
4738924 60.00 0.250 0.017 0.483
4738948 80.00 0.250 0.017 0.608
4738980 76.50 0.250 0.017 0.358
4738988 77.05 0.250 0.017 0.858
4739018 68.42 0.250 0.017 0.233
4739037 90.00 06 0.250 0.017 0.608
4739047 90.00 06 0.250 0.017 0.000
4739060 66.85 0.250 0.017 0.483
4739137 80.00 0.250 0.017 1.108
4739388 68.18 0.250 0.017 0.108
4739741 65.06 0.250 0.017 0.983
4739755 90.00 33 0.250 0.017 0.983
4739765 75.00 0.250 0.017 0.358
4739817 75.75 0.250 0.017 0.358
4739825 89.45 17 0.250 0.017 0.483
4739857 75.00 0.250 0.017 0.483
4739908 80.00 0.250 0.017 0.608
4739992 75.00 0.250 0.017 0.358
4740040 42.76 0.250 0.017 0.483
4740085 70.00 0.250 0.017 0.358
4740095 79.99 0.250 0.017 0.483
4740097 68.95 0.250 0.017 0.358
4740102 62.99 0.250 0.017 0.483
4740110 58.82 0.250 0.017 0.483
4740115 68.00 0.250 0.017 0.483
4740126 79.10 0.250 0.017 0.733
4740186 79.89 0.250 0.017 0.483
4740264 80.00 0.250 0.017 0.733
4740271 90.00 13 0.250 0.017 0.000
4740284 71.94 0.250 0.017 0.483
4740336 48.00 0.250 0.017 0.483
4740572 80.00 0.250 0.017 0.358
4740646 68.09 0.250 0.017 0.358
4740711 44.44 0.250 0.017 0.483
4740727 48.72 0.250 0.017 0.233
4740730 80.00 0.250 0.017 0.483
4740867 74.38 0.250 0.017 0.983
4740926 67.27 0.250 0.017 0.983
4741108 87.96 17 0.250 0.017 0.358
4741155 44.83 0.250 0.017 0.608
4741359 80.00 0.250 0.017 0.733
4741367 89.83 01 0.250 0.017 0.483
4741407 79.98 0.250 0.017 0.000
4741420 95.00 11 0.250 0.017 0.858
4741500 80.00 0.250 0.017 0.233
4741522 63.29 0.250 0.017 0.108
4741545 80.00 0.250 0.017 0.483
4741573 79.25 0.250 0.017 0.858
4741590 89.31 33 0.250 0.017 0.983
4741597 79.98 0.250 0.017 0.983
4741643 63.60 0.250 0.017 0.033
4741649 68.18 0.250 0.017 0.483
4741651 80.00 0.250 0.017 0.383
4741657 60.24 0.250 0.017 0.000
4741665 72.77 0.250 0.017 0.383
4741666 79.46 0.250 0.017 0.433
4741671 53.54 0.250 0.017 0.133
4741694 77.59 0.250 0.017 0.483
4741699 54.50 0.250 0.017 0.733
4741700 74.72 0.250 0.017 0.583
4741717 80.00 0.250 0.017 0.858
4741718 73.96 0.250 0.017 0.608
4741719 34.56 0.250 0.017 0.383
4741721 71.91 0.250 0.017 0.133
4741733 76.08 0.250 0.017 0.583
4741737 68.78 0.250 0.017 0.183
4741771 66.50 0.250 0.017 0.083
4741783 74.23 0.250 0.017 0.383
4741789 90.00 06 0.250 0.017 0.608
4741793 69.97 0.250 0.017 0.358
4741797 80.00 0.250 0.017 0.433
4741801 80.00 0.250 0.017 0.608
4741811 69.77 0.250 0.017 0.183
4741851 73.77 0.250 0.017 0.608
4741900 45.14 0.250 0.017 0.233
4741924 78.72 0.250 0.017 0.233
4741926 79.69 0.250 0.017 0.433
4741937 64.37 0.250 0.017 0.133
4741943 80.00 0.250 0.017 0.358
4741949 70.00 0.250 0.017 0.233
4741960 89.98 01 0.250 0.017 0.608
4741968 89.49 11 0.250 0.017 0.433
4741969 80.00 0.250 0.017 0.233
4741972 55.20 0.250 0.017 0.000
4741974 63.49 0.250 0.017 0.433
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4741993 80.00 0.250 0.017 0.033
4742007 74.93 0.250 0.017 0.733
4742019 64.99 0.250 0.017 0.183
4742042 80.00 0.250 0.017 0.133
4742049 52.31 0.250 0.017 0.083
4742056 79.25 0.250 0.017 0.433
4742109 80.00 0.250 0.017 0.533
4742111 73.75 0.250 0.017 0.333
4742113 46.15 0.250 0.017 0.133
4742116 78.00 0.250 0.017 0.433
4742118 71.43 0.250 0.017 0.033
4742122 69.41 0.250 0.017 0.000
4742130 79.40 0.250 0.017 0.033
4742138 75.00 0.250 0.017 0.283
4742148 77.27 0.250 0.017 0.583
4742153 26.67 0.250 0.017 0.133
4742155 89.06 01 0.250 0.017 0.033
4742163 62.90 0.250 0.017 0.083
4742164 75.16 0.250 0.017 0.433
4742173 62.50 0.250 0.017 0.358
4742180 77.84 0.250 0.017 0.433
4742182 79.49 0.250 0.017 0.858
4742185 69.95 0.250 0.017 0.183
4742186 75.00 0.250 0.017 0.333
4742189 71.57 0.250 0.017 0.433
4742195 89.98 06 0.250 0.017 0.183
4742197 74.34 0.250 0.017 0.283
4742198 80.00 0.250 0.017 0.383
4742206 69.43 0.250 0.017 0.333
4742207 80.00 0.250 0.017 0.000
4742212 67.93 0.250 0.017 0.133
4742216 69.39 0.250 0.017 0.183
4742219 80.00 0.250 0.017 0.233
4742231 49.25 0.250 0.017 0.283
4742232 79.60 0.250 0.017 0.533
4742236 63.29 0.250 0.017 0.633
4742239 75.25 0.250 0.017 0.133
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6758447 41.82 0.250 0.017 0.358
6758537 72.97 0.250 0.017 0.483
6758598 75.00 0.250 0.017 0.000
6758610 62.72 0.250 0.017 0.233
6758802 69.07 0.250 0.017 0.733
6758804 80.00 0.250 0.017 0.000
6758879 71.57 0.250 0.017 0.000
6759013 85.00 33 0.250 0.017 0.608
6759245 80.00 0.250 0.017 0.483
6759293 80.00 0.250 0.017 0.233
6759777 58.72 0.250 0.017 0.733
6759816 59.38 0.250 0.017 0.358
6760424 75.00 0.250 0.017 0.483
6760446 66.06 0.250 0.017 0.483
6761086 80.00 0.250 0.017 0.483
6762030 65.88 0.250 0.017 0.608
6762366 80.00 0.250 0.017 0.233
6763410 70.00 0.250 0.017 0.358
6763448 70.60 0.250 0.017 0.358
6763473 68.57 0.250 0.017 0.608
6763479 72.14 0.250 0.017 0.358
6763503 69.86 0.250 0.017 0.733
6763716 90.00 17 0.250 0.017 0.733
6764299 79.19 0.250 0.017 0.608
6764454 56.71 0.250 0.017 0.233
6764668 80.00 0.250 0.017 0.483
6765080 78.42 0.250 0.017 0.858
6765563 79.63 0.250 0.017 0.733
6765635 50.00 0.250 0.017 0.358
6765783 80.00 0.250 0.017 0.233
6765973 69.96 0.250 0.017 0.000
6766230 70.00 0.250 0.017 0.483
6766769 80.00 0.250 0.017 0.358
6766829 69.32 0.250 0.017 0.358
6767140 80.00 0.250 0.017 0.000
6767275 75.00 0.250 0.017 0.733
6767472 85.00 17 0.250 0.017 0.358
6768465 77.44 0.250 0.017 0.608
6768506 79.88 0.250 0.017 0.483
6768644 51.76 0.250 0.017 0.733
6768730 80.00 0.250 0.017 0.608
6768943 59.09 0.250 0.017 0.858
6769352 76.72 0.250 0.017 0.358
6769579 75.00 0.250 0.017 0.358
6770048 80.00 0.250 0.017 0.733
6770087 38.13 0.250 0.017 0.358
6770156 76.64 0.250 0.017 0.358
6770672 58.73 0.250 0.017 0.483
6770712 78.15 0.250 0.017 0.608
6770798 42.86 0.250 0.017 0.358
6771447 79.50 0.250 0.017 0.483
6771534 64.16 0.250 0.017 0.000
6771721 69.43 0.250 0.017 0.483
6772058 80.00 0.250 0.017 0.108
6772471 80.00 0.250 0.017 0.358
6772490 63.01 0.250 0.017 0.233
6772513 70.94 0.250 0.017 0.108
6772790 74.65 0.250 0.017 0.358
6772860 79.46 0.250 0.017 0.733
6772945 55.66 0.250 0.017 0.858
6773060 56.00 0.250 0.017 0.233
6773064 78.74 0.250 0.017 0.608
6773269 80.00 0.250 0.017 0.000
6773346 75.00 0.250 0.017 0.608
6773544 72.99 0.250 0.017 0.483
6773751 70.00 0.250 0.017 0.483
6774406 65.00 0.250 0.017 0.483
6774584 78.74 0.250 0.017 0.233
6774761 64.98 0.250 0.017 0.358
6775399 79.97 0.250 0.017 0.608
6775754 74.07 0.250 0.017 0.733
6776848 68.75 0.250 0.017 0.733
6777296 79.96 0.250 0.017 0.233
6777525 75.00 0.250 0.017 0.358
6777688 95.00 33 0.250 0.017 0.733
6777853 62.22 0.250 0.017 0.608
6778258 76.07 0.250 0.017 0.108
6778584 66.67 0.250 0.017 0.358
6778769 80.00 0.250 0.017 0.233
6779181 80.00 0.250 0.017 0.000
6779353 76.00 0.250 0.017 0.608
6779436 43.05 0.250 0.017 0.358
6779622 61.90 0.250 0.017 0.483
6779760 58.82 0.250 0.017 0.358
6779918 94.99 17 0.250 0.017 0.608
6780244 37.74 0.250 0.017 0.358
6780490 60.66 0.250 0.017 0.608
6781328 67.13 0.250 0.017 0.483
6781711 67.36 0.250 0.017 0.483
6781897 77.92 0.250 0.017 0.483
6782386 78.33 0.250 0.017 0.608
6782869 90.00 06 0.250 0.017 0.608
6783124 70.00 0.250 0.017 0.733
6783136 54.97 0.250 0.017 0.483
6783285 71.01 0.250 0.017 0.233
6783467 80.00 0.250 0.017 0.483
6783819 66.67 0.250 0.017 0.608
6783967 53.51 0.250 0.017 0.000
6784807 75.00 0.250 0.017 0.483
6784907 80.00 0.250 0.017 0.233
6785878 62.70 0.250 0.017 0.358
6786469 46.67 0.250 0.017 0.608
6786696 69.70 0.250 0.017 0.108
6786746 80.00 0.250 0.017 0.108
6786781 78.66 0.250 0.017 0.483
6786782 79.99 0.250 0.017 0.733
6786794 82.32 01 0.250 0.017 0.733
6787310 80.00 0.250 0.017 0.733
6787437 80.00 0.250 0.017 0.608
6787885 44.17 0.250 0.017 0.000
6787967 72.97 0.250 0.017 0.608
6790021 70.00 0.250 0.017 0.858
6790599 79.16 0.250 0.017 0.108
6790713 80.00 0.250 0.017 0.358
6791015 80.00 0.250 0.017 0.608
6791309 79.46 0.250 0.017 0.733
6791471 87.50 06 0.250 0.017 0.608
6791905 60.01 0.250 0.017 0.233
6792091 80.00 0.250 0.017 0.983
6792883 73.97 0.250 0.017 0.733
6793370 80.00 0.250 0.017 0.483
6793661 66.67 0.250 0.017 0.108
6793697 79.51 0.250 0.017 0.108
6794306 72.81 0.250 0.017 0.858
6794759 69.76 0.250 0.017 0.733
6794996 72.00 0.250 0.017 0.483
6795747 80.00 0.250 0.017 0.483
6795915 75.00 0.250 0.017 0.608
6796024 69.55 0.250 0.017 0.233
6796153 61.11 0.250 0.017 0.608
6796318 80.00 0.250 0.017 0.483
6796420 80.00 0.250 0.017 0.608
6797333 74.13 0.250 0.017 0.733
6797562 61.39 0.250 0.017 0.233
6798040 79.99 0.250 0.017 0.608
6799367 80.00 0.250 0.017 0.608
6799378 79.71 0.250 0.017 0.858
6799451 77.33 0.250 0.017 0.608
6799487 71.49 0.250 0.017 0.233
6799528 80.00 0.250 0.017 0.358
6799569 90.00 01 0.250 0.017 0.608
6800005 95.00 17 0.250 0.017 0.608
6801105 78.56 0.250 0.017 0.608
6801405 80.00 0.250 0.017 0.483
6801499 80.00 0.250 0.017 0.483
6801614 64.60 0.250 0.017 0.483
6801664 68.87 0.250 0.017 0.358
6802608 70.00 0.250 0.017 0.233
6802853 74.93 0.250 0.017 0.233
6803549 59.70 0.250 0.017 0.483
6803784 70.00 0.250 0.017 0.733
6804584 78.95 0.250 0.017 0.233
6804603 95.00 33 0.250 0.017 0.983
6808470 80.00 0.250 0.017 0.483
6808731 86.62 17 0.250 0.017 0.483
6808777 57.82 0.250 0.017 0.358
6808924 80.00 0.250 0.017 0.608
6809187 63.77 0.250 0.017 0.733
6809486 74.60 0.250 0.017 0.608
6809844 79.68 0.250 0.017 0.358
6809895 78.18 0.250 0.017 0.358
6810846 80.00 0.250 0.017 0.233
6811441 75.00 0.250 0.017 0.733
6811906 90.00 33 0.250 0.017 0.608
6812943 66.29 0.250 0.017 0.358
6813665 80.00 0.250 0.017 0.233
6813698 67.92 0.250 0.017 0.608
6814091 83.10 33 0.250 0.017 0.608
6815543 75.00 0.250 0.017 0.858
6816835 48.12 0.250 0.017 0.483
6817097 75.00 0.250 0.017 0.483
6818105 80.00 0.250 0.017 0.233
6819493 80.00 0.250 0.017 0.608
6822355 80.00 0.250 0.017 0.108
6823081 70.00 0.250 0.017 0.483
6823929 80.00 0.250 0.017 0.108
6824063 41.19 0.250 0.017 0.483
6824222 66.83 0.250 0.017 0.483
6824474 35.50 0.250 0.017 0.108
6825121 95.00 33 0.250 0.017 0.483
6825183 94.98 17 0.250 0.017 0.108
6825321 80.00 0.250 0.017 0.483
6825351 80.00 0.250 0.017 0.358
6825592 48.48 0.250 0.017 0.000
6825809 61.20 0.250 0.017 0.233
6827636 83.02 06 0.250 0.017 0.358
6828692 34.92 0.250 0.017 0.733
6828826 75.95 0.250 0.017 0.233
6831871 77.03 0.250 0.017 0.733
6832056 66.67 0.250 0.017 1.108
6833865 80.00 0.250 0.017 0.108
6835064 74.45 0.250 0.017 0.233
6837519 56.36 0.250 0.017 0.733
6839370 80.00 0.250 0.017 0.233
6839990 80.00 0.250 0.017 0.483
6841547 69.79 0.250 0.017 0.483
6844183 40.09 0.250 0.017 0.108
6846285 80.00 0.250 0.017 0.483
6847485 78.95 0.250 0.017 0.733
6872767 80.00 0.250 0.017 0.608
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
<TABLE>
<CAPTION>
NASCOR
NMI / 1998-12 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
NET CUT-OFF
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED DATE
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY PRINCIPAL
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE BALANCE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4634185 ORONO MN 55391 SFD 7.750 6.750 $1,874.14 360 1-Sep-27 $260,089.06
4634244 BOULDER CO 80503 SFD 7.875 6.750 $2,537.74 360 1-Jul-27 $347,518.96
4639904 LITTLE ROCK AR 72212 SFD 7.875 6.750 $1,817.75 360 1-Nov-27 $249,647.68
4654962 AFTON OK 74331 SFD 7.875 6.750 $3,625.35 360 1-Oct-27 $497,543.36
4654971 TULSA OK 74105 SFD 7.875 6.750 $4,350.42 360 1-Nov-27 $597,481.47
4657589 WINTER SPRINGS FL 32708 SFD 8.500 6.750 $2,580.50 353 1-Oct-26 $331,484.50
4686493 SAN JOSE CA 95132 SFD 7.250 6.750 $1,780.49 360 1-Nov-27 $258,753.67
4686626 JACKSONVILLE FL 32225 SFD 7.625 6.750 $3,538.97 360 1-Nov-27 $497,793.89
4687112 ASHLAND OH 44805 SFD 7.375 6.750 $2,201.53 360 1-Apr-28 $318,507.45
4687855 REDDING CT 06896 SFD 7.750 6.750 $3,897.28 360 1-Nov-27 $541,658.80
4689102 TRUMBULL CT 06611 SFD 7.625 6.750 $2,123.39 360 1-Feb-28 $299,344.43
4689502 NEW PORT RICHEY FL 34652 SFD 7.500 6.750 $1,789.99 360 1-Nov-27 $254,842.11
4689663 LEXINGTON SC 29072 SFD 7.750 6.750 $2,292.52 360 1-Dec-27 $318,856.06
4690867 PINE MOUNTAIN GA 31822 SFD 7.375 6.750 $2,664.54 354 1-May-27 $382,144.46
4693458 GAINESVILLE GA 30506 SFD 7.125 6.750 $1,536.08 360 1-Dec-27 $227,077.46
4694355 STUART FL 34996 SFD 7.500 6.750 $2,271.75 360 1-Oct-27 $297,227.89
4699116 ODESSA FL 33556 SFD 7.500 6.750 $2,113.78 350 1-Mar-27 $299,279.18
4699551 TULSA OK 74137 SFD 7.250 6.750 $2,899.25 360 1-Apr-28 $424,668.46
4700552 SHELBY TOWNSHIP MI 48315 SFD 7.250 6.750 $2,585.45 360 1-Feb-28 $378,107.66
4703704 TULSA OK 74125 SFD 6.875 6.608 $1,773.71 360 1-Mar-28 $269,545.04
4705717 MADISON CT 06443 SFD 6.875 6.608 $3,448.88 360 1-Apr-28 $524,558.93
4705720 DARIEN CT 06820 SFD 7.375 6.750 $1,996.06 360 1-Apr-28 $288,780.09
4705741 HOPEWELL TWP NJ 08534 SFD 7.250 6.750 $1,760.02 360 1-Apr-28 $257,798.73
4706682 SIMSBURY CT 06070 SFD 7.375 6.750 $3,355.30 360 1-Apr-28 $485,430.35
4708088 ENGLEWOOD NJ 07631 SFD 8.250 6.750 $1,855.63 360 1-Feb-28 $246,524.23
4708542 MIDLOTHIAN VA 23113 SFD 7.875 6.750 $3,045.30 360 1-Jan-28 $418,832.36
4708941 TULSA OK 74313 SFD 7.000 6.733 $3,279.95 360 1-Apr-28 $492,595.88
4709103 ALPHARETTA GA 30202 SFD 7.375 6.750 $2,072.03 360 1-Jan-28 $298,952.99
4709125 DUNWOODY GA 30338 SFD 7.500 6.750 $1,608.19 360 1-Jan-28 $229,484.72
4709733 WINDERMERE FL 34786 SFD 7.625 6.750 $2,611.76 360 1-Jan-28 $367,921.48
4709796 LITTLETON CO 80123 SFD 7.250 6.750 $1,638.91 360 1-Jan-28 $239,489.48
4709889 NORTH BETHESDA MD 20852 SFD 7.250 6.750 $2,179.22 360 1-Jan-28 $318,444.09
4710206 EASTON CT 06612 SFD 7.375 6.750 $3,094.23 360 1-Apr-28 $447,659.10
4710217 EASTON CT 06612 SFD 6.875 6.608 $2,299.26 360 1-Apr-28 $349,705.95
4711608 WESTPORT CT 06880 SFD 7.500 6.750 $2,496.20 360 1-Apr-28 $356,735.05
4711905 EASTON CT 06612 SFD 7.500 6.750 $1,762.03 360 1-Apr-28 $251,812.97
4712220 SHELTON CT 06484 SFD 7.250 6.750 $3,001.58 360 1-Apr-28 $439,656.75
4712278 ATLANTA GA 30324 SFD 8.000 6.750 $2,179.28 360 1-Dec-27 $295,924.13
4712526 BROWNSBURG IN 46112 SFD 7.750 6.750 $2,547.93 360 1-Jan-28 $354,636.13
4712644 EMERALD ISLE NC 28594 SFD 7.500 6.750 $1,651.90 360 1-Dec-27 $235,362.28
4712646 FAIRFIELD CT 06430 SFD 7.500 6.750 $1,887.88 360 1-Apr-28 $269,799.62
4712830 RICHMOND VA 23233 SFD 7.750 6.750 $1,891.33 360 1-Jan-28 $263,247.44
4713195 GAITHERSBURG MD 20878 PUD 7.875 6.750 $1,210.87 360 1-Jan-28 $166,434.40
4713251 COROLLA NC 27927 SFD 8.000 6.750 $2,582.49 360 1-Jan-28 $350,854.77
4713281 ATLANTA GA 30360 SFD 7.500 6.750 $1,656.44 360 1-Jan-28 $236,190.13
4713339 BOISE ID 83703 SFD 7.750 6.750 $2,665.06 360 1-Jan-28 $370,939.54
4713401 RANDOLPH NJ 07869 SFD 7.500 6.750 $1,803.98 360 1-Apr-28 $257,808.52
4713405 LAGUNA NIGUEL CA 92677 SFD 7.375 6.750 $1,659.00 360 1-Jan-28 $239,462.16
4713625 ORANGE CT 06477 SFD 7.000 6.733 $2,594.68 360 1-Apr-28 $389,658.85
4713664 ROSEVILLE MN 55113 SFD 7.375 6.750 $1,934.59 360 1-Apr-28 $279,886.86
4714977 TRUMBULL CT 06611 SFD 7.000 6.733 $1,871.17 360 1-Apr-28 $281,019.45
4714985 SALISBURY CT 06068 SFD 7.125 6.750 $2,694.88 360 1-Apr-28 $399,680.12
4714993 GREENWICH CT 06870 SFD 7.625 6.750 $3,769.01 360 1-May-28 $532,500.00
4715821 MONMOUNTH BEACH NJ 07750 SFD 7.625 6.750 $1,981.83 360 1-Apr-28 $279,797.34
4716269 GILROY CA 95020 SFD 7.750 6.750 $2,041.77 360 1-Jan-28 $284,187.59
4717791 MAHTOMEDI MN 55115 SFD 7.500 6.750 $2,696.18 360 1-Apr-28 $385,313.82
4719102 DES MOINES IA 50265 SFD 7.625 6.750 $3,737.15 360 1-Sep-27 $524,873.88
4719409 TRUMBULL CT 06611 SFD 7.625 6.750 $2,003.06 360 1-Apr-28 $282,795.17
4720474 SIMSBURY CT 06070 SFD 7.000 6.733 $1,705.51 360 1-May-28 $256,350.00
4720654 ELKHORN NE 68022 SFD 7.375 6.750 $1,661.07 360 1-Apr-28 $240,317.00
4721483 POWDER SPRINGS GA 30127 SFD 7.375 6.750 $2,007.69 240 1-Jan-18 $250,033.63
4721506 ORLANDO FL 32835 SFD 7.750 6.750 $2,708.04 360 1-Jan-28 $375,700.56
4722877 LEESBURG FL 34748 SFD 7.625 6.750 $1,769.49 360 1-Apr-28 $249,819.05
4722893 DAYTON OH 45419 SFD 7.750 6.750 $2,507.45 360 1-Apr-28 $349,752.97
4723262 MINNEAPOLIS MN 55409 SFD 7.500 6.750 $2,601.08 360 1-Apr-28 $371,723.92
4723289 ROSWELL GA 30076 SFD 7.375 6.750 $2,439.81 360 1-Jan-28 $352,438.65
4723594 NEW BALTIMORE MI 48047 SFD 7.625 6.750 $2,491.44 360 1-Apr-28 $351,745.23
4725980 MINNEAPOLIS MN 55419 SFD 7.375 6.750 $1,809.57 360 1-Apr-28 $261,800.64
4726232 DARIEN CT 06820 SFD 7.500 6.750 $2,768.89 360 1-May-28 $396,000.00
4726590 EDMOND OK 73034 SFD 7.375 6.750 $1,850.32 360 1-Apr-28 $267,696.15
4726594 NICHOLS HILLS OK 73116 SFD 7.500 6.750 $2,141.00 360 1-Apr-28 $305,972.75
4726597 TULSA OK 74137 SFD 7.000 6.733 $1,769.38 360 1-Apr-28 $265,732.00
4728302 OMAHA NE 68136 SFD 6.625 6.358 $1,628.96 360 1-Mar-28 $253,949.84
4728349 TULSA OK 74136 SFD 7.250 6.750 $3,247.16 360 1-Apr-28 $475,628.67
4728351 BROKEN ARROW OK 74012 SFD 7.375 6.750 $1,824.08 360 1-Apr-28 $263,899.03
4730475 OMAHA NE 68118 SFD 7.375 6.750 $1,933.89 360 1-Apr-28 $279,786.94
4730794 TULSA OK 74137 SFD 7.375 6.750 $2,417.37 360 1-Apr-28 $349,733.67
4731670 STATEN ISLAND NY 10301 HCO 7.625 6.750 $318.51 360 1-Feb-28 $44,901.66
4731682 DANBURY CT 06811 SFD 7.500 6.750 $1,321.52 360 1-Feb-28 $188,576.55
4732237 HEATHROW FL 32746 SFD 7.500 6.750 $2,265.46 360 1-Feb-28 $323,274.10
4732572 LONGWOOD FL 32779 SFD 7.375 6.750 $1,726.69 360 1-Feb-28 $249,425.79
4732765 LAKE WORTH FL 33467 PUD 7.875 6.750 $1,285.55 360 1-Dec-27 $176,681.84
4733588 ESSEX VT 05452 SFD 7.375 6.750 $904.78 360 1-Feb-28 $130,699.13
4733624 MOUNTAIN HOME AR 72653 SFD 7.625 6.750 $1,132.47 360 1-Mar-28 $159,767.66
4733683 CLEMSON SC 29631 SFD 8.000 6.750 $491.63 360 1-Feb-28 $66,864.22
4733700 BIRMINGHAM AL 35242 SFD 7.625 6.750 $1,415.58 360 1-Jan-28 $199,415.47
4733712 PARK CITY UT 84060 SFD 8.125 6.750 $668.25 360 1-Feb-28 $89,781.52
4733723 PLANT CITY FL 33567 PUD 7.500 6.750 $888.00 360 1-Feb-28 $126,442.44
4733738 CARMICHAEL CA 95608 SFD 7.375 6.750 $2,762.70 360 1-Feb-28 $399,081.27
4733756 ARROYO GRANDE CA 93420 SFD 7.500 6.750 $1,748.04 360 1-Feb-28 $249,439.89
4733809 LONGVIEW TX 75605 SFD 7.500 6.750 $629.29 360 1-Feb-28 $89,798.37
4733848 CHINO HILLS CA 91709 SFD 7.750 6.750 $2,592.43 360 1-Jan-28 $360,831.46
4733878 SAN DIEGO CA 92116 SFD 7.500 6.750 $1,814.47 360 1-Feb-28 $258,918.60
4733992 WOODRIDGE NJ 07075 SFD 7.625 6.750 $1,847.34 360 1-Jan-28 $260,237.16
4733993 ROLLING HILLS CA 90274 SFD 8.000 6.750 $6,879.04 360 1-Feb-28 $933,580.23
4733995 NEW YORK NY 10003 HCO 7.250 6.750 $2,292.11 360 1-Feb-28 $335,208.91
4733996 LA JOLLA CA 92037 SFD 7.625 6.750 $2,583.45 360 1-Feb-28 $364,202.41
4733998 NEW ORLEANS LA 70124 SFD 7.875 6.750 $435.04 360 1-Feb-28 $59,875.32
4733999 OAKLAND TOWNSHIP MI 48306 SFD 7.000 6.733 $2,318.58 360 1-Mar-28 $347,927.01
4734001 MASSAPEQUA NY 11758 SFD 7.625 6.750 $2,491.44 360 1-Feb-28 $351,230.82
4734002 BLOOMFIELD NJ 07003 SFD 7.250 6.750 $974.15 360 1-Jan-28 $142,350.35
4734003 ISLIP TERRACE NY 11752 SFD 7.625 6.750 $629.94 360 1-Feb-28 $88,805.51
4734005 COLORADO SPRINGS CO 80904 SFD 7.375 6.750 $1,036.02 360 1-Feb-28 $149,657.05
4734006 CHATHAM NJ 07928 SFD 7.750 6.750 $1,325.36 360 1-Nov-27 $184,123.28
4734007 NOVI MI 48377 LCO 7.375 6.750 $482.78 360 1-Feb-28 $69,739.46
4734008 FUQUAY NC 27526 SFD 7.750 6.750 $2,274.18 360 1-Feb-28 $316,761.85
4734009 STEVENSVILLE MI 49127 SFD 7.375 6.750 $4,133.69 360 1-Feb-28 $597,125.36
4734010 FAIRFAX STATION VA 22039 SFD 7.375 6.750 $2,479.52 360 1-Feb-28 $358,175.46
4734012 POTOMAC MD 20854 SFD 7.750 6.750 $2,516.04 360 1-Feb-28 $350,451.57
4734013 BUTLER GA 31006 SFD 7.625 6.750 $141.56 360 1-Feb-28 $19,956.29
4734154 DALLAS TX 75287 SFD 7.375 6.750 $1,928.69 240 1-May-18 $241,700.00
4735076 WEST BLOOMFIELD MI 48324 SFD 7.750 6.750 $3,703.85 360 1-Feb-28 $515,898.24
4735111 MARTINSVILLE IN 46151 SFD 7.500 6.750 $867.03 360 1-Feb-28 $123,722.18
4735187 ARLINGTON VA 22202 MF2 7.625 6.750 $1,153.70 360 1-Feb-28 $162,643.84
4735204 PALM DESERT CA 92260 SFD 8.000 6.750 $483.55 360 1-Sep-27 $65,537.89
4736947 CORDOVA TN 38018 SFD 7.250 6.750 $2,203.43 360 1-Mar-28 $322,494.54
4736952 LAWTON OK 73507 SFD 7.000 6.733 $1,836.24 360 1-Mar-28 $275,546.20
4737302 PRINCETON NJ 08540 SFD 7.500 6.750 $2,546.54 360 1-Mar-28 $363,504.92
4737363 TRAPPE MD 21673 SFD 7.250 6.750 $1,705.45 360 1-Mar-28 $249,608.76
4737411 CHARLOTTESVILLE VA 22901 SFD 7.250 6.750 $878.65 360 1-Feb-28 $128,496.73
4737781 HENDERSONVILLE TN 37075 SFD 7.375 6.750 $2,762.70 360 1-Mar-28 $399,389.39
4738329 FALLS CHURCH VA 22041 SFD 7.375 6.750 $2,013.32 360 1-Feb-28 $290,830.48
4738367 GAITHERSBURG MD 20879 SFD 7.750 6.750 $1,031.64 360 1-Mar-28 $143,796.06
4738395 KENNESAW GA 30152 SFD 6.875 6.608 $2,023.35 360 1-Feb-28 $306,212.90
4740626 MORRISVILLE NC 27560 SFD 7.750 6.750 $1,952.23 360 1-Feb-28 $271,919.26
4740663 OXFORD MD 21654 SFD 7.500 6.750 $2,552.14 360 1-Feb-28 $364,182.24
4740721 WHITE GA 30184 SFD 7.125 6.750 $2,117.50 360 1-Mar-28 $313,795.82
4740764 PETALUMA CA 94952 SFD 7.875 6.750 $1,943.19 360 1-Mar-28 $267,629.91
4740777 ARLINGTON VA 22201 SFD 7.000 6.733 $1,596.73 360 1-Mar-28 $239,605.39
4741028 POTOMAC MD 20854 SFD 7.250 6.750 $2,483.13 360 1-Mar-28 $363,430.36
4742775 ALAMO CA 94507 SFD 7.250 6.750 $3,581.43 360 1-Mar-28 $524,178.42
4743029 SPRING LAKE MI 49456 SFD 7.500 6.750 $2,307.41 360 1-Apr-28 $329,755.09
4743085 QUEENSTOWN MD 21658 SFD 7.625 6.750 $3,476.69 360 1-Mar-28 $490,486.70
4743272 SAN JOSE CA 95125 SFD 7.625 6.750 $2,795.79 360 1-Jan-28 $393,845.48
4743302 THOUSAND OAKS CA 91320 SFD 6.875 6.608 $1,939.26 360 1-Feb-28 $294,249.98
4743323 CALIFORNIA MD 20619 SFD 7.625 6.750 $2,007.31 360 1-Jan-28 $282,771.06
4743347 LOS ANGELES CA 91436 SFD 7.500 6.750 $3,845.68 360 1-Mar-28 $549,181.09
4743443 SAN JOSE CA 95124 SFD 7.500 6.750 $1,957.81 360 1-Mar-28 $279,583.08
4743552 DISCOVERY BAY CA 94514 SFD 7.625 6.750 $1,744.01 360 1-Mar-28 $245,972.62
4744155 SUNNYVALE CA 94086 LCO 7.750 6.750 $1,994.50 360 1-Feb-28 $277,806.68
4744164 FREMONT CA 94536 SFD 7.375 6.750 $1,726.69 360 1-Jan-28 $249,232.03
4744170 LOS ANGELES CA 91403 SFD 7.875 6.750 $2,324.58 360 1-Jan-28 $319,708.71
4744179 AGOURA HILLS CA 91301 SFD 7.375 6.750 $2,382.83 360 1-Feb-28 $344,207.60
4744182 WOODSIDE NY 11377 MF2 8.750 6.750 $1,770.08 360 1-Oct-27 $224,031.65
4744190 NEWHALL CA 91321 SFD 7.250 6.750 $2,327.93 360 1-Jan-28 $339,973.04
4744209 LOS ANGELES CA 91356 SFD 7.125 6.750 $3,638.09 360 1-Feb-28 $538,696.78
4744217 LOS ANGELES CA 91324 SFD 7.625 6.750 $2,087.99 360 1-Jan-28 $294,137.78
4744220 LOS ANGELES CA 90019 SFD 7.500 6.750 $1,699.10 360 1-Jan-28 $242,167.90
4744228 MILLBRAE CA 94030 SFD 7.750 6.750 $2,142.08 360 1-Feb-28 $298,362.79
4744238 SAN JOSE CA 95120 SFD 7.625 6.750 $3,114.30 360 1-Mar-28 $439,361.04
4744246 LONG BEACH CA 90802 SFD 7.250 6.750 $4,174.92 360 1-Feb-28 $610,559.07
4744247 MILLBRAE CA 94030 SFD 7.500 6.750 $2,629.05 360 1-Feb-28 $375,157.61
4744989 OAKTON VA 22124 SFD 6.750 6.483 $1,627.99 360 1-Mar-28 $250,566.56
4745002 AHAMEIM CA 92808 SFD 7.750 6.750 $1,601.90 360 1-Jan-28 $222,962.59
4745011 DEL MAR CA 92014 SFD 7.500 6.750 $2,464.74 360 1-Mar-28 $351,975.14
4745018 PALOS VERDES PENINSCAA A90274 SFD 7.500 6.750 $2,097.65 360 1-Feb-28 $299,327.87
4745019 CARLSBAD CA 92008 SFD 7.750 6.750 $2,865.65 360 1-Feb-28 $398,373.02
4745037 REDONDO BEACH CA 90278 SFD 7.500 6.750 $1,745.24 360 1-Feb-28 $249,040.80
4745050 LOS ANGELES CA 90068 SFD 7.500 6.750 $2,342.37 360 1-Mar-28 $334,501.21
4745052 SAN CARLOS CA 94070 SFD 7.625 6.750 $2,415.35 360 1-Feb-28 $340,504.31
4745059 DANVILLE CA 94526 SFD 7.250 6.750 $2,026.07 360 1-Mar-28 $296,485.22
4745068 WALNUT CREEK CA 94598 SFD 7.500 6.750 $2,601.08 360 1-Mar-28 $371,446.11
4745079 SAN MATEO CA 94403 SFD 7.625 6.750 $2,087.99 360 1-Mar-28 $294,521.30
4745083 LOS ANGELES CA 90045 SFD 7.375 6.750 $2,244.70 360 1-Feb-28 $324,253.52
4745086 WALNUT CREEK CA 94596 SFD 7.375 6.750 $2,328.44 360 1-Jan-28 $336,053.97
4745089 SAN MARINO CA 91108 SFD 7.500 6.750 $3,195.42 360 1-Feb-28 $455,976.12
4745098 ASHTON MD 20861 SFD 7.500 6.750 $2,265.46 360 1-Jan-28 $323,029.10
4745099 TEMECULA CA 92590 SFD 7.875 6.750 $2,745.12 360 1-Jan-28 $335,251.97
4745108 LOS ANGELES CA 90272 SFD 7.250 6.750 $3,240.34 360 1-Jan-28 $473,107.47
4745117 BEVERLY HILLS CA 90212 SFD 7.500 6.750 $3,586.98 360 1-Jan-28 $511,462.25
4745118 SANTA MONICA CA 90402 SFD 7.375 6.750 $2,873.21 360 1-Feb-28 $414,427.52
4745149 PALO ALTO CA 94301 SFD 7.500 6.750 $2,356.36 360 1-Jan-28 $335,990.14
4745169 POWAY CA 92064 SFD 7.500 6.750 $4,474.98 360 1-Feb-28 $634,515.98
4745186 DANVILLE CA 94526 SFD 7.625 6.750 $2,477.28 360 1-Feb-28 $349,235.20
4745411 TULSA OK 74105 SFD 7.000 6.733 $2,993.87 360 1-Apr-28 $449,631.13
4745473 MUKILTEO WA 98275 SFD 7.000 6.733 $2,744.38 360 1-Mar-28 $411,821.77
4745485 ALTO NM 88312 SFD 7.500 6.750 $2,171.07 360 1-Mar-28 $310,037.67
4745503 SAN JOSE CA 95124 SFD 7.250 6.750 $2,182.97 360 1-Feb-28 $319,246.56
4745518 CUPERTINO CA 95014 SFD 7.750 6.750 $2,070.44 360 1-Mar-28 $288,590.72
4745529 TOWN AND COUNTRY MO 63017 SFD 7.375 6.750 $3,315.25 360 1-Feb-28 $478,862.58
4745536 APTOS CA 94009 SFD 7.750 6.750 $2,185.06 360 1-Jan-28 $304,130.54
4745538 SAN JOSE CA 95135 SFD 7.250 6.750 $2,175.47 360 1-Mar-28 $318,400.93
4745582 AGOURA HILLS CA 91301 SFD 7.875 6.750 $2,784.27 360 1-Jan-28 $382,460.82
4745601 LA CANADA FLINTRIDGCA 91011 SFD 7.625 6.750 $2,647.15 360 1-Jan-28 $372,906.88
4745615 MOUNTAIN VIEW CA 94040 SFD 7.625 6.750 $2,056.15 360 1-Jan-28 $289,347.10
4745631 VALLEJO CA 94589 SFD 8.125 6.750 $774.80 360 1-Nov-27 $102,732.79
4745636 AMAGANSETT NY 11930 SFD 7.875 6.750 $1,783.68 360 1-Mar-28 $245,660.28
4745642 DALLAS TX 75225 SFD 7.250 6.750 $2,077.23 360 1-Mar-28 $304,023.48
4745647 MIAMI FL 33156 SFD 7.500 6.750 $1,852.92 360 1-Jan-28 $264,205.91
4745649 LOS ANGELES CA 91367 SFD 8.000 6.750 $2,140.58 360 1-Nov-27 $290,530.76
4745666 PHOENIX AZ 85028 SFD 7.250 6.750 $3,646.92 360 1-Mar-28 $533,763.40
4745669 MILLBRAE CA 94030 SFD 6.875 6.608 $2,167.87 360 1-Nov-27 $328,312.53
4745675 MIAMI FL 33134 SFD 6.875 6.608 $2,864.21 360 1-Feb-28 $434,894.82
4745682 ALPHARETTA GA 30004 SFD 7.125 6.750 $2,018.46 360 1-Mar-28 $299,119.41
4745686 DECATUR GA 30030 SFD 7.250 6.750 $1,705.45 360 1-Mar-28 $249,608.77
4745687 PLEASANTON CA 94566 SFD 7.250 6.750 $1,588.11 360 1-Dec-27 $231,880.91
4745696 NASHVILLE TN 37221 SFD 7.375 6.750 $1,643.80 360 1-Mar-28 $237,636.71
4745698 KIHEI HI 96753 SFD 7.500 6.750 $3,265.34 360 1-Dec-27 $465,600.58
4745704 WASHINGTON DC 20007 SFD 7.250 6.750 $4,434.14 360 1-Mar-28 $648,982.82
4745705 SAN MATEO CA 94402 SFD 7.750 6.750 $2,242.37 360 1-Nov-27 $311,440.43
4745968 MILL VALLEY CA 94941 SFD 7.500 6.750 $1,708.89 360 1-Nov-27 $243,294.52
4745975 LOS ANGELES CA 90063 SFD 7.750 6.750 $2,414.31 360 1-Jan-28 $336,039.34
4745981 DEL MAR CA 92014 SFD 7.625 6.750 $4,246.76 360 1-Nov-27 $597,352.70
4745987 MALIBU CA 90265 SFD 7.625 6.750 $2,944.42 360 1-Jan-28 $414,784.12
4745992 ALAMO CA 94507 SFD 7.750 6.750 $3,528.33 360 1-Jan-28 $491,096.06
4746001 WESTLAKE VILLAGE CA 91361 SFD 7.625 6.750 $1,673.94 360 1-Nov-27 $235,456.47
4746007 SAN DIEGO CA 92127 SFD 7.625 6.750 $3,963.65 360 1-Feb-28 $558,776.31
4746011 LOS ANGELES CA 91344 SFD 7.625 6.750 $1,415.59 360 1-Dec-27 $199,266.96
4746020 GOLETA CA 93117 SFD 7.375 6.750 $1,886.93 360 1-Jan-28 $272,298.68
4746044 SAN FRANCISCO CA 94112 SFD 7.500 6.750 $1,713.08 360 1-Mar-28 $244,635.20
4746059 LOS ANGELES CA 90049 SFD 7.250 6.750 $4,249.96 360 1-Feb-28 $620,019.55
4746067 GLENDALE CA 91201 SFD 7.750 6.750 $2,898.25 360 1-Nov-27 $402,808.91
4746070 SANTA CLARITA CA 91321 SFD 7.750 6.750 $2,877.12 360 1-Nov-27 $399,871.58
4746074 REDMOND WA 98053 SFD 7.750 6.750 $2,149.24 360 1-Dec-27 $298,925.23
4746085 DANVILLE CA 94526 SFD 7.500 6.750 $2,048.70 360 1-Mar-28 $292,563.74
4746106 SIMI VALLEY CA 93063 SFD 7.625 6.750 $1,663.32 360 1-Jan-28 $234,313.13
4746122 CAMPBELL CA 95128 SFD 7.875 6.750 $2,291.22 360 1-Jan-28 $315,094.83
4746130 SAN JOSE CA 95129 SFD 7.750 6.750 $2,385.66 360 1-Mar-28 $332,528.41
4746147 GLENDALE CA 91208 SFD 7.250 6.750 $1,601.41 360 1-Feb-28 $234,197.28
4746164 LOS ANGELES CA 90027 SFD 7.625 6.750 $3,100.14 360 1-Feb-28 $437,042.90
4746188 LOS ALTOS CA 94024 SFD 7.500 6.750 $2,237.49 360 1-Feb-28 $319,283.07
4746250 LOS ALTOS CA 94022 SFD 7.625 6.750 $1,790.72 360 1-Feb-28 $252,447.05
4746280 SAN FRANCISCO CA 94118 THS 7.250 6.750 $2,442.19 360 1-Feb-28 $357,151.43
4746288 MAKAWAO HI 96768 SFD 8.000 6.750 $2,091.23 360 1-Jan-28 $284,227.40
4746292 LOS ANGELES CA 91602 SFD 7.375 6.750 $3,867.78 360 1-Feb-28 $558,713.79
4746303 FREMONT CA 94539 SFD 7.875 6.750 $1,386.70 360 1-Dec-27 $190,583.19
4746311 ALAMO CA 94507 SFD 7.625 6.750 $3,114.30 360 1-Jan-28 $438,683.36
4746358 SAN JOSE CA 95123 SFD 7.500 6.750 $1,799.78 360 1-Feb-28 $256,823.32
4746409 HOMESTEAD FL 33031 SFD 7.750 6.750 $1,719.39 360 1-Mar-28 $239,358.19
4746423 OGDEN UT 84404 SFD 7.250 6.750 $1,616.76 360 1-Feb-28 $236,441.99
4746437 BLOOMFIELD HILLS MI 48301 SFD 7.500 6.750 $2,447.26 360 1-Feb-28 $349,215.84
4746471 MARCO ISLAND FL 34145 LCO 7.375 6.750 $2,009.87 360 1-Mar-28 $290,555.78
4746479 SANTA FE NM 87501 SFD 7.250 6.750 $2,046.53 360 1-Mar-28 $299,530.53
4746494 ATLANTA GA 30319 SFD 7.000 6.733 $2,494.89 360 1-Mar-28 $374,383.43
4746502 FRANKLIN TOWNSHIP NJ 08801 SFD 7.500 6.750 $1,783.00 360 1-Apr-28 $254,810.75
4746504 HIGHLAND RANCH CO 80126 SFD 7.500 6.750 $1,966.55 360 1-Feb-28 $280,619.87
4746515 DALY CITY CA 94014 SFD 7.500 6.750 $1,650.15 360 1-Mar-28 $235,648.61
4746523 PHOENIX AZ 85028 SFD 7.250 6.750 $3,178.95 360 1-Mar-28 $465,270.74
4746535 BRONX NY 10465 SFD 8.625 6.750 $1,919.20 360 1-Nov-27 $245,856.60
4746556 DENVER CO 80222 SFD 7.375 6.750 $1,701.83 360 1-Feb-28 $245,834.04
4746557 RICHMOND CA 94801 SFD 7.250 6.750 $1,036.91 360 1-Jan-28 $151,521.38
4746586 BLOOMINGDALE NJ 07403 SFD 7.750 6.750 $2,149.24 360 1-Mar-28 $299,575.15
4746597 AMAGANSETT NY 11930 SFD 7.625 6.750 $1,974.75 360 1-Feb-28 $278,390.33
4746605 LEES SUMMIT MO 64081 SFD 7.375 6.750 $1,725.31 360 1-Feb-28 $249,226.25
4746623 MILPITAS CA 95035 SFD 7.625 6.750 $2,180.01 360 1-Feb-28 $307,326.96
4746635 PLANO TX 75025 SFD 7.250 6.750 $2,060.18 360 1-Mar-28 $301,527.38
4746643 PRESCOTT AZ 86301 SFD 7.250 6.750 $1,637.23 360 1-Mar-28 $239,624.41
4746646 PHOENIX AZ 85028 SFD 7.250 6.750 $4,133.99 360 1-Mar-28 $604,448.03
4746652 MESA AZ 85205 SFD 7.250 6.750 $1,623.58 360 1-Feb-28 $237,439.65
4746659 TARRYTOWN NY 10591 SFD 7.500 6.750 $1,776.00 360 1-Mar-28 $253,621.82
4746664 MATTHEWS NC 28105 SFD 7.500 6.750 $1,966.55 360 1-Mar-28 $280,831.22
4746847 TUCSON AZ 85737 SFD 7.750 6.750 $967.16 360 1-Feb-28 $134,712.29
4746854 NEW HAVEN CT 06511 SFD 7.375 6.750 $2,072.03 360 1-Mar-28 $299,542.04
4746915 WOODSIDE CA 94062 SFD 7.375 6.750 $4,420.32 360 1-Jan-28 $637,757.65
4747269 LAKEWOOD CO 80227 SFD 7.375 6.750 $2,227.43 360 1-Feb-28 $321,565.68
4747290 WILTON CT 06897 SFD 7.375 6.750 $2,493.34 360 1-Feb-28 $360,170.85
4747337 WILMINGTON NC 28409 SFD 7.375 6.750 $2,072.03 360 1-Feb-28 $299,310.95
4747353 SUNNYVALE CA 94087 SFD 7.375 6.750 $1,712.88 360 1-Mar-28 $245,898.01
4747369 BERNARDS NJ 07920 SFD 7.375 6.750 $2,831.77 360 1-Mar-28 $409,374.14
4747405 WARREN NJ 07059 SFD 7.500 6.750 $3,754.78 360 1-Mar-28 $535,999.20
4747438 STAMFORD CT 06902 SFD 7.000 6.733 $1,676.56 360 1-Mar-28 $251,585.67
4747448 SIMI VALLEY CA 93063 SFD 7.750 6.750 $1,679.99 360 1-Feb-28 $234,000.25
4747449 WILMETTE IL 60091 SFD 7.250 6.750 $3,001.58 360 1-Mar-28 $439,311.43
4747454 BRENTWOOD CA 94513 SFD 7.500 6.750 $1,824.95 360 1-Mar-28 $260,611.39
4747460 BATON ROUGE LA 70810 SFD 7.250 6.750 $2,302.35 360 1-Feb-28 $336,705.35
4747462 KATONAH NY 10536 SFD 7.250 6.750 $2,455.83 360 1-Feb-28 $359,063.27
4747471 TEMPLETON CA 93465 SFD 7.500 6.750 $3,377.21 360 1-Feb-28 $481,291.21
4747505 NAPLES FL 34109 SFD 7.375 6.750 $2,251.61 360 1-Mar-28 $324,496.19
4747731 ARCADIA CA 91006 SFD 7.375 6.750 $3,453.38 360 1-Mar-28 $499,236.74
4747735 THOUSAND OAKS CA 91362 SFD 7.625 6.750 $2,335.72 360 1-Mar-28 $329,520.80
4747736 LOS GATOS CA 95032 SFD 7.625 6.750 $2,767.48 360 1-Mar-28 $390,432.20
4747737 TORRANCE CA 90504 SFD 8.000 6.750 $609.03 360 1-Mar-28 $82,888.23
4747741 PASADENA CA 91106 SFD 7.500 6.750 $4,544.20 360 1-Mar-28 $648,932.34
4747745 PLEASANT HILL CA 94523 SFD 7.375 6.750 $1,864.83 360 1-Mar-28 $269,587.82
4747750 LOS ANGELES CA 90077 SFD 7.625 6.750 $2,675.47 360 1-Mar-28 $377,199.51
4747753 CLAYTON CA 94517 SFD 7.625 6.750 $1,599.62 360 1-Dec-27 $225,171.64
4747761 PLEASANTON CA 94566 SFD 7.750 6.750 $5,634.59 360 1-Feb-28 $784,823.89
4747769 SAN DIEGO CA 92103 SFD 7.500 6.750 $1,328.51 360 1-Mar-28 $189,717.10
4747774 LOS ANGELES CA 90020 SFD 7.500 6.750 $4,544.55 360 1-Feb-28 $648,493.85
4747778 LOS ANGELES CA 91604 SFD 7.500 6.750 $3,496.08 360 1-Mar-28 $499,255.52
4747780 HUNTINGTON NY 11743 SFD 7.750 6.750 $1,633.42 360 1-Nov-27 $227,018.75
4747784 THOUSAND OAKS CA 91320 SFD 7.875 6.750 $1,824.28 360 1-Dec-27 $249,709.59
4747789 PLEASANT HILL CA 94523 SFD 7.625 6.750 $1,638.55 360 1-Nov-27 $230,478.53
4747794 GLENBROOK NV 89413 SFD 7.625 6.750 $2,689.62 360 1-Dec-27 $378,607.24
4747805 CORTE MADERA CA 94925 SFD 7.375 6.750 $2,072.03 360 1-Feb-28 $299,310.95
4747809 SANTA CLARITA CA 91350 SFD 7.750 6.750 $2,066.85 360 1-Jan-28 $287,677.59
4747810 LOS ANGELES CA 91356 SFD 7.375 6.750 $1,726.69 360 1-Jan-28 $249,232.03
4747813 SAN MATEO CA 94402 SFD 7.750 6.750 $4,656.32 360 1-Jan-28 $647,812.41
4747814 LAS FLORES CA 92688 SFD 7.625 6.750 $2,381.59 360 1-Feb-28 $335,744.73
4747817 LOS ANGELES CA 91316 SFD 7.500 6.750 $3,845.68 360 1-Jan-28 $548,351.91
4747818 SAN JOSE CA 95135 SFD 7.375 6.750 $1,636.90 360 1-Jan-28 $236,271.97
4747821 GOLETA CA 93117 SFD 7.750 6.750 $1,891.33 360 1-Jan-28 $263,247.44
4747822 LOS ANGELES CA 90068 SFD 7.750 6.750 $3,223.86 360 1-Jan-28 $448,717.20
4747823 HOLMES BEACH FL 34217 SFD 7.750 6.750 $2,758.19 360 1-Jan-28 $383,902.50
4747825 OAKLAND CA 94611 SFD 7.375 6.750 $3,725.78 360 1-Jan-28 $537,782.92
4747826 PLEASANTON CA 94588 SFD 7.625 6.750 $1,882.73 360 1-Jan-28 $265,222.55
4747827 LOS ANGELES CA 91403 SFD 7.500 6.750 $2,890.91 360 1-Jan-28 $412,211.05
4747830 MORAGA CA 94556 SFD 7.625 6.750 $2,625.21 360 1-Jan-28 $369,815.92
4747833 SAN FRANCISCO CA 94118 SFD 7.125 6.750 $2,122.22 360 1-Feb-28 $314,239.78
4747834 FULLERTON CA 92831 SFD 7.375 6.750 $1,983.62 360 1-Mar-28 $286,761.58
4747835 ORANGE CA 92867 SFD 6.875 6.608 $1,773.71 360 1-Mar-28 $269,143.89
4747837 LOS ANGELES CA 90048 LCO 7.750 6.750 $1,697.90 360 1-Dec-27 $236,152.74
4747839 ALAMO CA 94507 SFD 7.625 6.750 $2,754.74 360 1-Feb-28 $388,349.52
4747841 MORAGA CA 94556 SFD 7.500 6.750 $4,544.55 360 1-Feb-28 $648,493.85
4747848 PETALUMA CA 94954 SFD 7.500 6.750 $1,957.81 360 1-Feb-28 $279,069.84
4747850 SAN JUAN CAPISTRANOCA 92675 SFD 7.250 6.750 $2,387.62 360 1-Mar-28 $349,452.27
4747851 CAMARILLO CA 93012 SFD 7.125 6.750 $1,758.41 360 1-Mar-28 $260,581.32
4747852 CENTREVILLE VA 20121 SFD 7.625 6.750 $1,811.96 360 1-Mar-28 $255,628.24
4747855 OAKLAND CA 94611 SFD 7.500 6.750 $1,608.20 360 1-Mar-28 $229,657.53
4747856 MANHATTAN BEACH CA 90266 SFD 7.250 6.750 $5,177.72 360 1-Feb-28 $757,212.97
4747858 WESTFORD MA 01886 SFD 7.375 6.750 $2,353.82 360 1-Jan-28 $339,309.17
4747863 HILLSBOROUGH CA 94010 SFD 7.000 6.733 $4,956.51 360 1-Mar-28 $743,775.08
4747866 YORBA LINDA CA 92886 SFD 7.750 6.750 $2,099.09 360 1-Mar-28 $292,585.07
4747868 MANHATTAN BEACH CA 90266 SFD 7.625 6.750 $3,981.34 360 1-Mar-28 $561,683.17
4747871 WALNUT CREEK CA 94598 SFD 7.750 6.750 $2,113.42 360 1-Mar-28 $294,495.09
4747873 THOUSAND OAKS CA 91362 SFD 7.625 6.750 $2,017.22 360 1-Mar-28 $284,586.13
4747922 SAN FRANCISCO CA 94127 SFD 7.500 6.750 $1,739.65 360 1-Mar-28 $248,429.55
4748283 SAN JOSE CA 95135 SFD 7.375 6.750 $2,417.37 360 1-Feb-28 $349,196.09
4748306 STANWOOD WA 98202 SFD 7.250 6.750 $2,142.04 360 1-Mar-28 $313,408.00
4748318 SAN JOSE CA 95133 SFD 7.500 6.750 $2,095.90 360 1-Mar-28 $299,303.69
4748365 DAVIE FL 33324 SFD 7.250 6.750 $3,738.33 360 1-Mar-28 $547,142.42
4748461 TALLAHASSEE FL 32312 SFD 7.250 6.750 $2,256.98 360 1-Mar-28 $330,332.26
4748476 ALEXANDRIA VA 22314 PUD 7.250 6.750 $2,670.73 360 1-Mar-28 $390,887.32
4748538 NASHVILLE TN 37205 SFD 7.375 6.750 $3,653.68 360 1-Mar-28 $528,192.46
4748548 FISHERVILLE TN 38028 SFD 7.125 6.750 $2,007.68 360 1-Mar-28 $297,521.98
4748577 NASHVILLE TN 37215 SFD 7.125 6.750 $3,368.60 360 1-Mar-28 $499,197.93
4748583 NASHVILLE TN 37215 SFD 7.000 6.733 $1,723.14 360 1-Mar-28 $258,574.14
4748593 ORLANDO FL 32836 SFD 7.125 6.750 $1,691.04 360 1-Mar-28 $250,697.20
4748598 EMERALD ISLE NC 28594 SFD 7.250 6.750 $1,991.95 360 1-Mar-28 $291,543.06
4748611 ENGLEWOOD FL 34223 SFD 7.375 6.750 $1,837.20 360 1-Mar-28 $265,593.94
4748618 PUNTA GORDA FL 33950 SFD 7.375 6.750 $1,768.13 360 1-Mar-28 $255,609.21
4748627 ATHENS GA 30606 SFD 7.125 6.750 $2,482.65 360 1-Mar-28 $367,908.89
4748634 MERRITT ISLAND FL 32952 SFD 7.625 6.750 $2,006.60 360 1-Feb-28 $282,825.92
4748680 TAMPA FL 33611 SFD 7.500 6.750 $2,237.49 360 1-Mar-28 $319,405.68
4748712 PROSPECT KY 40059 SFD 7.375 6.750 $3,441.63 360 1-Mar-28 $497,539.35
4748717 CLEARWATER FL 33764 SFD 7.375 6.750 $1,657.62 360 1-Mar-28 $239,633.64
4748721 GREENVILLE SC 29601 SFD 7.250 6.750 $3,410.89 360 1-Mar-28 $499,217.55
4748728 CELEBRATION FL 34747 SFD 7.375 6.750 $1,804.04 360 1-Mar-28 $260,801.28
4748747 BLYTHEWOOD SC 29016 SFD 7.250 6.750 $1,651.55 360 1-Mar-28 $241,721.14
4748755 CAPE HAZE FL 33946 SFD 7.375 6.750 $1,726.69 360 1-Mar-28 $249,618.37
4748862 POWDER SPRINGS GA 30073 SFD 7.125 6.750 $1,684.30 360 1-Mar-28 $234,509.91
4748865 ATLANTA GA 30327 SFD 7.750 6.750 $1,773.13 360 1-Mar-28 $247,149.49
4748868 ORLANDO FL 32789 SFD 7.500 6.750 $1,666.64 342 1-Jun-26 $229,145.57
4748874 ANNAPOLIS MD 21401 SFD 7.625 6.750 $2,388.81 360 1-Dec-27 $335,858.51
4748894 SAINT SIMONS ISLANDGA 31522 SFD 7.125 6.750 $2,391.70 360 1-Mar-28 $354,430.54
4748898 BOCA GRANDE FL 33921 SFD 7.750 6.750 $1,970.13 360 1-Mar-28 $274,610.57
4748915 STONE MOUNTAIN GA 30087 SFD 7.000 6.733 $2,850.82 360 1-Mar-28 $427,795.47
4748923 DAYTONA BEACH FL 32124 SFD 7.375 6.750 $1,830.29 360 1-Mar-28 $264,595.48
4748928 MORRISVILLE NC 27560 SFD 7.125 6.750 $1,637.14 360 1-Mar-28 $242,610.19
4748933 MCDONALD TN 37353 SFD 7.125 6.750 $1,540.79 360 1-Mar-28 $228,333.15
4748938 SANIBEL FL 33957 LCO 7.625 6.750 $1,957.05 360 1-Mar-28 $276,098.49
4748964 SAVANNAH GA 31411 SFD 7.375 6.750 $1,771.58 360 1-Mar-28 $256,108.46
4748968 MINNEOLA FL 34755 SFD 7.750 6.750 $3,089.53 360 1-Mar-28 $430,639.29
4748978 MERRITT ISLAND FL 32952 SFD 7.625 6.750 $2,640.07 360 1-Mar-28 $372,458.35
4748985 ATLANTA GA 30350 SFD 7.250 6.750 $1,816.98 360 1-Feb-28 $265,370.80
4749011 SOUTH HUNTINGTON NY 11746 SFD 7.750 6.750 $1,925.72 360 1-Nov-27 $267,643.13
4749036 PONTE VEDRA BEACH FL 32082 SFD 7.375 6.750 $1,740.16 360 1-Mar-28 $251,565.38
4749043 EMERALD ISLE NC 28594 LCO 7.375 6.750 $1,715.98 360 1-Mar-28 $248,070.74
4749050 ATLANTA GA 30319 PUD 7.625 6.750 $1,663.32 360 1-Mar-28 $234,105.72
4749329 BLUFFTON SC 29910 PUD 7.375 6.750 $2,707.45 360 1-Mar-28 $389,442.50
4749346 POWDER SPRINGS GA 30127 SFD 7.125 6.750 $3,112.58 360 1-Mar-28 $461,258.90
4749349 FRANKLIN TN 37067 SFD 7.375 6.750 $1,762.61 360 1-Mar-28 $254,809.78
4750232 HINSDALE IL 60521 SFD 8.250 6.750 $3,876.54 360 1-Mar-28 $515,339.66
4750262 MANDEVILLE LA 70448 SFD 7.375 6.750 $1,795.76 360 1-Feb-28 $257,205.60
4750291 ISSAQUAH WA 98029 SFD 7.000 6.733 $1,858.86 360 1-Mar-28 $278,940.61
4750653 ATLANTA GA 30327 SFD 7.625 6.750 $2,038.45 360 1-Mar-28 $285,517.35
4750665 SEATTLE WA 98177 SFD 7.375 6.750 $1,864.83 360 1-Mar-28 $269,587.82
4750674 LONGWOOD FL 32779 SFD 7.250 6.750 $2,524.05 360 1-Mar-28 $369,271.24
4750676 GREAT FALLS VA 22066 SFD 7.375 6.750 $3,453.37 360 1-Mar-28 $499,236.76
4750692 AMAGANSETT NY 11930 SFD 7.000 6.733 $2,075.75 360 1-Mar-28 $311,487.01
4750704 SCOTTSDALE AZ 85259 SFD 7.125 6.750 $2,172.75 360 1-Mar-28 $321,982.65
4750705 DENVILLE NJ 07834 SFD 7.500 6.750 $3,115.01 360 1-Mar-28 $444,836.67
4750720 FREMONT CA 94539 SFD 7.250 6.750 $2,121.57 360 1-Feb-28 $310,267.76
4750729 SCOTTSDALE AZ 85259 SFD 7.500 6.750 $1,873.20 360 1-Feb-28 $267,299.79
4750736 SUNNYVALE CA 94087 SFD 7.750 6.750 $2,564.76 360 1-Feb-28 $357,237.06
4750748 CHARLOTTE NC 28226 SFD 7.250 6.750 $2,558.16 360 1-Mar-28 $374,413.17
4750768 SANTA ROSA BEACH FL 32459 SFD 7.250 6.750 $1,875.98 360 1-Mar-28 $274,569.66
4750778 MARCO ISLAND FL 33937 SFD 7.375 6.750 $2,348.30 360 1-Mar-28 $339,480.97
4750787 AUBURN CA 95603 SFD 7.750 6.750 $1,959.39 360 1-Feb-28 $272,141.10
4750794 SAN FRANCISCO CA 94118 SFD 8.250 6.750 $2,088.53 360 1-Mar-28 $277,644.22
4750854 NORWALK CT 06853 SFD 7.500 6.750 $2,447.25 360 1-Mar-28 $349,478.88
4750903 SAN JOSE CA 95135 SFD 7.750 6.750 $3,424.46 360 1-Feb-28 $476,981.32
4750909 ISSAQUAH WA 98027 SFD 7.250 6.750 $1,739.55 360 1-Feb-28 $254,398.61
4750913 POTOMAC MD 20854 SFD 7.125 6.750 $1,815.00 360 1-Jan-28 $268,256.97
4750924 DUBLIN CA 94568 SFD 7.625 6.750 $1,819.03 360 1-Mar-28 $256,564.66
4750928 MARCO ISLAND FL 34145 LCO 7.375 6.750 $2,417.37 360 1-Feb-28 $349,196.09
4750933 DELRAY BEACH FL 33446 SFD 8.000 6.750 $3,668.83 360 1-Jan-28 $498,644.54
4750935 MORGAN HILL CA 95037 SFD 7.250 6.750 $1,973.88 360 1-Mar-28 $288,897.19
4750939 ROSWELL GA 30076 SFD 8.125 6.750 $1,856.25 360 1-Mar-28 $249,671.81
4750959 LAKE CITY CO 81235 SFD 7.875 6.750 $2,148.02 360 1-Jan-28 $295,426.42
4751075 SCOTTSDALE AZ 85255 SFD 7.750 6.750 $1,791.04 360 1-Jan-28 $249,287.30
4751261 EDGARTOWN MA 02539 SFD 7.875 6.750 $3,625.35 360 1-Feb-28 $496,941.18
4751492 LANSING MI 48906 SFD 7.625 6.750 $2,488.61 360 1-Mar-28 $351,089.42
4751510 WINNETKA IL 60093 SFD 7.750 6.750 $2,314.02 360 1-Dec-27 $321,845.28
4751668 BETHESDA MD 20816 SFD 7.375 6.750 $2,110.36 360 1-Feb-28 $304,702.91
4751677 MARCO ISLAND FL 34145 SFD 7.750 6.750 $2,256.70 360 1-Jan-28 $314,102.05
4751912 GREEN BAY WI 54313 SFD 7.625 6.750 $2,038.45 360 1-Jan-28 $287,158.22
4751993 ODESSA FL 33556 SFD 7.250 6.750 $3,324.25 360 1-Mar-28 $486,537.41
4752017 LOVELAND OH 45140 SFD 7.625 6.750 $2,767.48 360 1-Jan-28 $389,857.16
4752251 VAN WERT OH 45891 SFD 7.625 6.750 $1,571.31 360 1-Jan-28 $221,351.11
4752259 OAK POINT TX 75068 SFD 7.375 6.750 $1,568.84 348 1-Jan-27 $224,042.59
4752269 LOUISVILLE KY 40206 SFD 7.875 6.750 $5,202.38 360 1-Jan-28 $715,505.32
4752272 DAYTON OH 45429 SFD 7.750 6.750 $2,056.11 360 1-Jan-28 $286,181.84
4752278 MESA AZ 85207 SFD 7.500 6.750 $2,027.38 360 1-Dec-27 $288,860.51
4752299 PARADISE VALLEY AZ 85253 SFD 7.500 6.750 $4,544.55 360 1-Dec-27 $647,227.12
4752300 SCOTTSDALE AZ 85258 SFD 7.875 6.750 $3,481.14 360 1-Oct-27 $473,448.47
4752436 SANDY UT 84092 SFD 7.625 6.750 $2,050.84 360 1-Jan-28 $288,903.10
4752449 SCOTTSDALE AZ 85262 SFD 7.125 6.733 $2,161.29 360 1-Feb-28 $320,025.80
4752484 CELINA TX 75009 SFD 7.750 6.750 $1,892.90 348 1-Dec-26 $260,879.60
4752500 CINCINNATI OH 45215 SFD 7.750 6.750 $1,690.74 360 1-Jan-28 $235,327.23
4752744 PLEASANT GROVE UT 84062 SFD 7.750 6.750 $2,014.91 360 1-Jan-28 $280,448.26
4752749 PARADISE VALLEY AZ 85253 SFD 7.750 6.750 $3,116.40 360 1-Jan-28 $433,759.96
4752899 SCOTTSDALE AZ 85255 SFD 7.625 6.750 $3,751.31 360 1-Dec-27 $528,057.47
4753077 EDMOND OK 73003 SFD 7.375 6.750 $2,873.21 360 1-Dec-27 $414,397.70
4753087 MCKINNEY TX 75069 SFD 7.750 6.750 $1,871.63 360 1-Jan-28 $260,505.25
4753118 BRISTOL WI 53104 SFD 7.750 6.750 $3,266.84 360 1-Jan-28 $454,700.11
4753128 BLUE RIVER CO 80424 SFD 7.375 6.750 $1,775.04 360 1-Dec-27 $256,010.11
4753153 BARRINGTON IL 60010 SFD 7.750 6.750 $3,761.17 360 1-Nov-27 $522,740.52
4753169 HILTON HEAD SC 29928 SFD 7.500 6.750 $2,447.26 360 1-Dec-27 $348,569.00
4753192 BUFFALO GROVE IL 60089 SFD 7.625 6.750 $2,106.40 360 1-Dec-27 $296,509.22
4753230 OXFORD MI 48370 SFD 7.500 6.750 $2,398.31 360 1-Mar-28 $341,229.02
4753253 PHOENIX AZ 85016 SFD 7.875 6.750 $2,101.98 360 1-Nov-27 $287,618.43
4753265 SPRINGBORO OH 45066 SFD 7.625 6.750 $2,773.14 360 1-Jan-28 $390,654.83
4753371 GREENVILLE TX 75402 SFD 7.500 6.750 $2,900.14 240 1-Dec-17 $356,708.41
4753437 TUCSON AZ 85750 SFD 7.500 6.750 $1,829.15 360 1-Nov-27 $260,416.76
4753462 DRAPER UT 84020 SFD 7.875 6.750 $2,175.21 360 1-Dec-27 $298,954.07
4753496 WORTHINGTON OH 43085 SFD 7.750 6.750 $2,077.60 360 1-Jan-28 $289,173.30
4753567 SANDY UT 84092 SFD 8.125 6.750 $2,643.29 360 1-Jan-28 $355,059.00
4753580 MONTGOMERY TX 77356 SFD 7.625 6.750 $1,714.13 348 1-Nov-26 $238,847.04
4753619 PARK CITY UT 84098 SFD 7.875 6.750 $2,811.82 360 1-Nov-27 $386,172.20
4753654 EDINA MN 55438 SFD 7.875 6.750 $2,922.03 360 1-Dec-27 $401,594.98
4753697 PAYSON UT 84651 SFD 7.625 6.750 $1,826.11 360 1-Mar-28 $257,625.35
4753916 DRAPER UT 84020 SFD 7.375 6.750 $3,128.76 360 1-Mar-28 $452,308.48
4753977 CASTLE ROCK CO 80104 SFD 7.500 6.750 $2,562.47 348 1-Feb-27 $362,511.98
4753983 BROOKFIELD WI 53045 SFD 7.750 6.750 $3,008.94 360 1-Jan-28 $418,802.71
4754013 WOODLAND PARK CO 80863 SFD 7.875 6.750 $1,624.16 360 1-Jan-28 $223,377.27
4755121 ATLANTA GA 30319 SFD 7.250 6.750 $2,612.74 360 1-Mar-28 $382,400.63
4757906 ST. GEORGE UT 84770 SFD 7.625 6.750 $1,792.49 360 1-Mar-28 $252,697.77
$145,276,220.37
</TABLE>
MORTGAGE MORTGAGE T.O.P. MASTER FIXED
LOAN INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ --- ------- ---- --- ---- --- -----
4634185 76.94 0.250 0.017 0.733
4634244 61.95 0.250 0.017 0.858
4639904 83.57 06 0.250 0.017 0.858
4654962 77.16 0.250 0.017 0.858
4654971 68.97 0.250 0.017 0.858
4657589 94.13 06 0.250 0.017 1.483
4686493 88.47 12 0.250 0.017 0.233
4686626 66.67 0.250 0.017 0.608
4687112 75.00 0.250 0.017 0.358
4687855 80.00 0.250 0.017 0.733
4689102 77.72 0.250 0.017 0.608
4689502 80.00 0.250 0.017 0.483
4689663 79.21 0.250 0.017 0.733
4690867 80.00 0.250 0.017 0.358
4693458 95.00 0.250 0.017 0.108
4694355 20.96 0.250 0.017 0.483
4699116 74.63 0.250 0.017 0.483
4699551 73.91 0.250 0.017 0.233
4700552 74.31 0.250 0.017 0.233
4703704 62.50 0.250 0.017 0.000
4705717 70.00 0.250 0.017 0.000
4705720 34.00 0.250 0.017 0.358
4705741 70.68 0.250 0.017 0.233
4706682 73.61 0.250 0.017 0.358
4708088 93.56 12 0.250 0.017 1.233
4708542 80.00 0.250 0.017 0.858
4708941 68.00 0.250 0.017 0.000
4709103 79.47 0.250 0.017 0.358
4709125 70.77 0.250 0.017 0.483
4709733 90.00 13 0.250 0.017 0.608
4709796 94.21 06 0.250 0.017 0.233
4709889 79.99 0.250 0.017 0.233
4710206 69.46 0.250 0.017 0.358
4710217 63.64 0.250 0.017 0.000
4711608 57.12 0.250 0.017 0.483
4711905 60.00 0.250 0.017 0.483
4712220 79.44 0.250 0.017 0.233
4712278 90.00 12 0.250 0.017 0.983
4712526 79.03 0.250 0.017 0.733
4712644 90.00 01 0.250 0.017 0.483
4712646 73.77 0.250 0.017 0.483
4712830 80.00 0.250 0.017 0.733
4713195 79.98 0.250 0.017 0.858
4713251 67.68 0.250 0.017 0.983
4713281 72.67 0.250 0.017 0.483
4713339 80.00 0.250 0.017 0.733
4713401 76.33 0.250 0.017 0.483
4713405 90.00 06 0.250 0.017 0.358
4713625 75.00 0.250 0.017 0.000
4713664 79.99 0.250 0.017 0.358
4714977 75.00 0.250 0.017 0.000
4714985 46.24 0.250 0.017 0.108
4714993 78.31 0.250 0.017 0.608
4715821 80.00 0.250 0.017 0.608
4716269 80.00 0.250 0.017 0.733
4717791 80.00 0.250 0.017 0.483
4719102 80.00 0.250 0.017 0.608
4719409 75.47 0.250 0.017 0.608
4720474 85.45 11 0.250 0.017 0.000
4720654 68.71 0.250 0.017 0.358
4721483 94.98 11 0.250 0.017 0.358
4721506 70.00 0.250 0.017 0.733
4722877 76.92 0.250 0.017 0.608
4722893 71.43 0.250 0.017 0.733
4723262 80.00 0.250 0.017 0.483
4723289 80.00 0.250 0.017 0.358
4723594 80.00 0.250 0.017 0.608
4725980 79.03 0.250 0.017 0.358
4726232 80.00 0.250 0.017 0.483
4726590 29.77 0.250 0.017 0.358
4726594 78.51 0.250 0.017 0.483
4726597 79.99 0.250 0.017 0.000
4728302 79.99 0.250 0.017 0.000
4728349 79.33 0.250 0.017 0.233
4728351 70.43 0.250 0.017 0.358
4730475 80.00 0.250 0.017 0.358
4730794 48.61 0.250 0.017 0.358
4731670 59.21 0.250 0.017 0.608
4731682 85.91 33 0.250 0.017 0.483
4732237 89.38 01 0.250 0.017 0.483
4732572 58.82 0.250 0.017 0.358
4732765 90.00 06 0.250 0.017 0.858
4733588 96.32 0.250 0.017 0.358
4733624 80.00 0.250 0.017 0.608
4733683 62.62 0.250 0.017 0.983
4733700 67.45 0.250 0.017 0.608
4733712 19.57 0.250 0.017 1.108
4733723 79.38 0.250 0.017 0.483
4733738 58.39 0.250 0.017 0.358
4733756 68.49 0.250 0.017 0.483
4733809 69.23 0.250 0.017 0.483
4733848 74.61 0.250 0.017 0.733
4733878 100.00 0.250 0.017 0.483
4733992 90.00 0.250 0.017 0.608
4733993 75.00 0.250 0.017 0.983
4733995 75.51 0.250 0.017 0.233
4733996 48.03 0.250 0.017 0.608
4733998 37.97 0.250 0.017 0.858
4733999 74.15 0.250 0.017 0.000
4734001 80.00 0.250 0.017 0.608
4734002 79.33 0.250 0.017 0.233
4734003 71.77 0.250 0.017 0.608
4734005 65.22 0.250 0.017 0.358
4734006 43.53 0.250 0.017 0.733
4734007 49.23 0.250 0.017 0.358
4734008 80.16 0.250 0.017 0.733
4734009 89.33 0.250 0.017 0.358
4734010 64.11 0.250 0.017 0.358
4734012 79.82 0.250 0.017 0.733
4734013 66.67 0.250 0.017 0.608
4734154 84.81 01 0.250 0.017 0.358
4735076 58.09 0.250 0.017 0.733
4735111 96.88 0.250 0.017 0.483
4735187 99.69 0.250 0.017 0.608
4735204 99.10 0.250 0.017 0.983
4736947 75.12 0.250 0.017 0.233
4736952 80.00 0.250 0.017 0.000
4737302 68.72 0.250 0.017 0.483
4737363 53.88 0.250 0.017 0.233
4737411 80.00 0.250 0.017 0.233
4737781 87.91 13 0.250 0.017 0.358
4738329 83.29 13 0.250 0.017 0.358
4738367 80.00 0.250 0.017 0.733
4738395 85.79 0.250 0.017 0.000
4740626 82.58 01 0.250 0.017 0.733
4740663 50.14 0.250 0.017 0.483
4740721 78.38 0.250 0.017 0.108
4740764 79.76 0.250 0.017 0.858
4740777 71.64 0.250 0.017 0.000
4741028 78.45 0.250 0.017 0.233
4742775 77.78 0.250 0.017 0.233
4743029 55.00 0.250 0.017 0.483
4743085 80.00 0.250 0.017 0.608
4743272 73.15 0.250 0.017 0.608
4743302 79.78 0.250 0.017 0.000
4743323 73.66 0.250 0.017 0.608
4743347 66.67 0.250 0.017 0.483
4743443 74.87 0.250 0.017 0.483
4743552 79.48 0.250 0.017 0.608
4744155 80.00 0.250 0.017 0.733
4744164 63.78 0.250 0.017 0.358
4744170 86.88 0.250 0.017 0.858
4744179 58.97 0.250 0.017 0.358
4744182 88.24 13 0.250 0.017 1.733
4744190 75.00 0.250 0.017 0.233
4744209 80.00 0.250 0.017 0.108
4744217 67.82 0.250 0.017 0.608
4744220 82.65 12 0.250 0.017 0.483
4744228 43.33 0.250 0.017 0.733
4744238 65.19 0.250 0.017 0.608
4744246 80.00 0.250 0.017 0.233
4744247 47.00 0.250 0.017 0.483
4744989 73.82 0.250 0.017 0.000
4745002 79.86 0.250 0.017 0.733
4745011 75.00 0.250 0.017 0.483
4745018 50.00 0.250 0.017 0.483
4745019 73.39 0.250 0.017 0.733
4745037 79.24 0.250 0.017 0.483
4745050 70.38 0.250 0.017 0.483
4745052 75.00 0.250 0.017 0.608
4745059 78.16 0.250 0.017 0.233
4745068 79.15 0.250 0.017 0.483
4745079 66.29 0.250 0.017 0.608
4745083 58.04 0.250 0.017 0.358
4745086 89.90 0.250 0.017 0.358
4745089 79.48 0.250 0.017 0.483
4745098 78.07 0.250 0.017 0.483
4745099 74.97 0.250 0.017 0.858
4745108 73.08 0.250 0.017 0.233
4745117 62.79 0.250 0.017 0.483
4745118 48.94 0.250 0.017 0.358
4745149 61.27 0.250 0.017 0.483
4745169 64.00 0.250 0.017 0.483
4745186 72.92 0.250 0.017 0.608
4745411 75.00 0.250 0.017 0.000
4745473 75.00 0.250 0.017 0.000
4745485 73.06 0.250 0.017 0.483
4745503 77.11 0.250 0.017 0.233
4745518 68.00 0.250 0.017 0.733
4745529 69.77 0.250 0.017 0.358
4745536 55.45 0.250 0.017 0.733
4745538 77.80 0.250 0.017 0.233
4745582 76.80 0.250 0.017 0.858
4745601 80.00 0.250 0.017 0.608
4745615 75.45 0.250 0.017 0.608
4745631 78.75 0.250 0.017 1.108
4745636 65.60 0.250 0.017 0.858
4745642 69.36 0.250 0.017 0.233
4745647 42.20 0.250 0.017 0.483
4745649 89.90 0.250 0.017 0.983
4745666 62.16 0.250 0.017 0.233
4745669 58.41 0.250 0.017 0.000
4745675 80.00 0.250 0.017 0.000
4745682 80.00 0.250 0.017 0.108
4745686 61.73 0.250 0.017 0.233
4745687 80.00 0.250 0.017 0.233
4745696 76.28 0.250 0.017 0.358
4745698 68.58 0.250 0.017 0.483
4745704 65.00 0.250 0.017 0.233
4745705 68.04 0.250 0.017 0.733
4745968 80.00 0.250 0.017 0.483
4745975 79.48 0.250 0.017 0.733
4745981 73.62 0.250 0.017 0.608
4745987 80.00 0.250 0.017 0.608
4745992 70.66 0.250 0.017 0.733
4746001 77.04 0.250 0.017 0.608
4746007 77.24 0.250 0.017 0.608
4746011 58.82 0.250 0.017 0.608
4746020 75.89 0.250 0.017 0.358
4746044 62.03 0.250 0.017 0.483
4746059 79.87 0.250 0.017 0.233
4746067 89.90 0.250 0.017 0.733
4746070 79.99 0.250 0.017 0.733
4746074 56.60 0.250 0.017 0.733
4746085 66.59 0.250 0.017 0.483
4746106 70.15 0.250 0.017 0.608
4746122 74.35 0.250 0.017 0.858
4746130 75.00 0.250 0.017 0.733
4746147 72.23 0.250 0.017 0.233
4746164 66.87 0.250 0.017 0.608
4746188 50.00 0.250 0.017 0.483
4746250 62.47 0.250 0.017 0.608
4746280 48.05 0.250 0.017 0.233
4746288 75.00 0.250 0.017 0.983
4746292 80.00 0.250 0.017 0.358
4746303 75.00 0.250 0.017 0.858
4746311 60.36 0.250 0.017 0.608
4746358 94.63 06 0.250 0.017 0.483
4746409 75.00 0.250 0.017 0.733
4746423 52.67 0.250 0.017 0.233
4746437 63.64 0.250 0.017 0.483
4746471 68.47 0.250 0.017 0.358
4746479 80.00 0.250 0.017 0.233
4746494 69.44 0.250 0.017 0.000
4746502 71.83 0.250 0.017 0.483
4746504 75.00 0.250 0.017 0.483
4746515 80.00 0.250 0.017 0.483
4746523 74.56 0.250 0.017 0.233
4746535 73.66 0.250 0.017 1.608
4746556 79.48 0.250 0.017 0.358
4746557 64.14 0.250 0.017 0.233
4746586 78.95 0.250 0.017 0.733
4746597 90.00 11 0.250 0.017 0.608
4746605 78.06 0.250 0.017 0.358
4746623 80.00 0.250 0.017 0.608
4746635 79.47 0.250 0.017 0.233
4746643 61.54 0.250 0.017 0.233
4746646 71.29 0.250 0.017 0.233
4746652 82.93 13 0.250 0.017 0.233
4746659 57.73 0.250 0.017 0.483
4746664 75.00 0.250 0.017 0.483
4746847 96.43 0.250 0.017 0.733
4746854 75.00 0.250 0.017 0.358
4746915 60.38 0.250 0.017 0.358
4747269 75.00 0.250 0.017 0.358
4747290 76.00 0.250 0.017 0.358
4747337 37.74 0.250 0.017 0.358
4747353 57.01 0.250 0.017 0.358
4747369 65.08 0.250 0.017 0.358
4747405 64.70 0.250 0.017 0.483
4747438 90.00 0.250 0.017 0.000
4747448 85.27 0.250 0.017 0.733
4747449 72.13 0.250 0.017 0.233
4747454 58.00 0.250 0.017 0.483
4747460 90.00 01 0.250 0.017 0.233
4747462 51.43 0.250 0.017 0.233
4747471 68.03 0.250 0.017 0.483
4747505 74.26 0.250 0.017 0.358
4747731 58.82 0.250 0.017 0.358
4747735 79.90 0.250 0.017 0.608
4747736 67.41 0.250 0.017 0.608
4747737 31.92 0.250 0.017 0.983
4747741 68.41 0.250 0.017 0.483
4747745 72.48 0.250 0.017 0.358
4747750 63.53 0.250 0.017 0.608
4747753 79.30 0.250 0.017 0.608
4747761 62.92 0.250 0.017 0.733
4747769 65.52 0.250 0.017 0.483
4747774 69.51 0.250 0.017 0.483
4747778 75.76 0.250 0.017 0.483
4747780 80.00 0.250 0.017 0.733
4747784 85.00 17 0.250 0.017 0.858
4747789 77.82 0.250 0.017 0.608
4747794 44.71 0.250 0.017 0.608
4747805 42.28 0.250 0.017 0.358
4747809 84.85 06 0.250 0.017 0.733
4747810 61.73 0.250 0.017 0.358
4747813 79.75 0.250 0.017 0.733
4747814 76.13 0.250 0.017 0.608
4747817 67.90 0.250 0.017 0.483
4747818 79.80 0.250 0.017 0.358
4747821 72.33 0.250 0.017 0.733
4747822 75.00 0.250 0.017 0.733
4747823 70.00 0.250 0.017 0.733
4747825 79.33 0.250 0.017 0.358
4747826 72.88 0.250 0.017 0.608
4747827 89.30 06 0.250 0.017 0.483
4747830 72.44 0.250 0.017 0.608
4747833 70.00 0.250 0.017 0.108
4747834 80.00 0.250 0.017 0.358
4747835 75.00 0.250 0.017 0.000
4747837 89.43 01 0.250 0.017 0.733
4747839 79.75 0.250 0.017 0.608
4747841 79.74 0.250 0.017 0.483
4747848 87.50 06 0.250 0.017 0.483
4747850 43.37 0.250 0.017 0.233
4747851 79.09 0.250 0.017 0.108
4747852 80.00 0.250 0.017 0.608
4747855 46.46 0.250 0.017 0.483
4747856 60.00 0.250 0.017 0.233
4747858 75.73 0.250 0.017 0.358
4747863 67.73 0.250 0.017 0.000
4747866 74.18 0.250 0.017 0.733
4747868 72.58 0.250 0.017 0.608
4747871 59.00 0.250 0.017 0.733
4747873 73.64 0.250 0.017 0.608
4747922 80.00 0.250 0.017 0.483
4748283 69.31 0.250 0.017 0.358
4748306 78.50 0.250 0.017 0.233
4748318 74.75 0.250 0.017 0.483
4748365 74.56 0.250 0.017 0.233
4748461 68.93 0.250 0.017 0.233
4748476 79.99 0.250 0.017 0.233
4748538 69.79 0.250 0.017 0.358
4748548 73.58 0.250 0.017 0.108
4748577 62.89 0.250 0.017 0.108
4748583 89.62 11 0.250 0.017 0.000
4748593 89.64 0.250 0.017 0.108
4748598 79.78 0.250 0.017 0.233
4748611 40.92 0.250 0.017 0.358
4748618 71.91 0.250 0.017 0.358
4748627 52.64 0.250 0.017 0.108
4748634 70.88 0.250 0.017 0.608
4748680 73.53 0.250 0.017 0.483
4748712 69.13 0.250 0.017 0.358
4748717 89.55 01 0.250 0.017 0.358
4748721 74.10 0.250 0.017 0.233
4748728 79.99 0.250 0.017 0.358
4748747 90.00 01 0.250 0.017 0.233
4748755 67.57 0.250 0.017 0.358
4748862 53.00 0.250 0.017 0.108
4748865 75.00 0.250 0.017 0.733
4748868 68.12 0.250 0.017 0.483
4748874 90.00 13 0.250 0.017 0.608
4748894 64.55 0.250 0.017 0.108
4748898 25.00 0.250 0.017 0.733
4748915 74.52 0.250 0.017 0.000
4748923 79.10 0.250 0.017 0.358
4748928 83.65 13 0.250 0.017 0.108
4748933 79.99 0.250 0.017 0.108
4748938 70.00 0.250 0.017 0.608
4748964 90.00 01 0.250 0.017 0.358
4748968 75.00 0.250 0.017 0.733
4748978 78.53 0.250 0.017 0.608
4748985 77.20 0.250 0.017 0.233
4749011 80.00 0.250 0.017 0.733
4749036 80.00 0.250 0.017 0.358
4749043 67.70 0.250 0.017 0.358
4749050 50.32 0.250 0.017 0.608
4749329 79.84 0.250 0.017 0.358
4749346 73.92 0.250 0.017 0.108
4749349 80.00 0.250 0.017 0.358
4750232 79.38 0.250 0.017 1.233
4750262 78.31 0.250 0.017 0.358
4750291 76.55 0.250 0.017 0.000
4750653 67.76 0.250 0.017 0.608
4750665 84.38 06 0.250 0.017 0.358
4750674 56.92 0.250 0.017 0.233
4750676 56.82 0.250 0.017 0.358
4750692 61.78 0.250 0.017 0.000
4750704 75.00 0.250 0.017 0.108
4750705 90.00 12 0.250 0.017 0.483
4750720 62.83 0.250 0.017 0.233
4750729 83.72 12 0.250 0.017 0.483
4750736 77.32 0.250 0.017 0.733
4750748 68.81 0.250 0.017 0.233
4750768 69.62 0.250 0.017 0.233
4750778 79.07 0.250 0.017 0.358
4750787 74.32 0.250 0.017 0.733
4750794 52.45 0.250 0.017 1.233
4750854 79.55 0.250 0.017 0.483
4750903 79.93 0.250 0.017 0.733
4750909 82.26 05 0.250 0.017 0.233
4750913 79.70 0.250 0.017 0.108
4750924 78.35 0.250 0.017 0.608
4750928 57.85 0.250 0.017 0.358
4750933 63.94 0.250 0.017 0.983
4750935 73.25 0.250 0.017 0.233
4750939 71.84 0.250 0.017 1.108
4750959 75.00 0.375 0.017 0.733
4751075 65.79 0.375 0.017 0.608
4751261 64.52 0.375 0.017 0.733
4751492 80.00 0.375 0.017 0.483
4751510 70.99 0.375 0.017 0.608
4751668 90.00 11 0.375 0.017 0.233
4751677 75.00 0.375 0.017 0.608
4751912 80.00 0.375 0.017 0.483
4751993 74.40 0.250 0.017 0.233
4752017 74.48 0.375 0.017 0.483
4752251 79.29 0.375 0.017 0.483
4752259 62.50 0.375 0.017 0.233
4752269 71.75 0.375 0.017 0.733
4752272 71.75 0.375 0.017 0.608
4752278 78.36 0.375 0.017 0.358
4752299 71.03 0.375 0.017 0.358
4752300 71.51 0.375 0.017 0.733
4752436 95.00 0.375 0.017 0.483
4752449 80.00 0.375 0.017 0.000
4752484 90.00 17 0.375 0.017 0.608
4752500 67.43 0.375 0.017 0.608
4752744 75.00 0.375 0.017 0.608
4752749 64.93 0.375 0.017 0.608
4752899 80.00 0.375 0.017 0.483
4753077 80.00 0.375 0.017 0.233
4753087 95.00 12 0.375 0.017 0.608
4753118 60.80 0.375 0.017 0.608
4753128 58.41 0.375 0.017 0.233
4753153 67.31 0.375 0.017 0.608
4753169 77.78 0.375 0.017 0.358
4753192 79.99 0.375 0.017 0.483
4753230 76.22 0.375 0.017 0.358
4753253 79.98 0.375 0.017 0.733
4753265 74.35 0.375 0.017 0.483
4753371 79.12 0.375 0.017 0.358
4753437 80.00 0.375 0.017 0.358
4753462 89.55 01 0.375 0.017 0.733
4753496 66.67 0.375 0.017 0.608
4753567 73.94 0.375 0.017 0.983
4753580 80.00 0.375 0.017 0.483
4753619 70.00 0.375 0.017 0.733
4753654 72.61 0.375 0.017 0.733
4753697 65.32 0.375 0.017 0.483
4753916 75.50 0.375 0.017 0.233
4753977 78.09 0.375 0.017 0.358
4753983 73.68 0.375 0.017 0.608
4754013 80.00 0.375 0.017 0.733
4755121 62.79 0.250 0.017 0.233
4757906 78.89 0.375 0.017 0.483
NASCOR
NMI / 1998-12 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- ------- ------------------------------ --------------------------------
4634185 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4634244 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4639904 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4654962 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4654971 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4657589 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4686493 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4686626 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4687112 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4687855 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689102 PEOPLE'S BANK PEOPLE'S BANK
4689502 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4689663 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4690867 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4693458 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4694355 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4699116 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4699551 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4700552 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4703704 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4705717 PEOPLE'S BANK PEOPLE'S BANK
4705720 PEOPLE'S BANK PEOPLE'S BANK
4705741 GREAT FINANCIAL BANK GREAT FINANCIAL BANK
4706682 PEOPLE'S BANK PEOPLE'S BANK
4708088 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4708542 COLUMBIA NATIONAL, INC. COLUMBIA NATIONAL, INC.
4708941 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4709103 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4709125 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4709733 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4709796 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4709889 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4710206 PEOPLE'S BANK PEOPLE'S BANK
4710217 PEOPLE'S BANK PEOPLE'S BANK
4711608 PEOPLE'S BANK PEOPLE'S BANK
4711905 PEOPLE'S BANK PEOPLE'S BANK
4712220 PEOPLE'S BANK PEOPLE'S BANK
4712278 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4712526 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4712644 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4712646 PEOPLE'S BANK PEOPLE'S BANK
4712830 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713195 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713251 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713281 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713339 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713401 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4713405 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713625 PEOPLE'S BANK PEOPLE'S BANK
4713664 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4714977 PEOPLE'S BANK PEOPLE'S BANK
4714985 PEOPLE'S BANK PEOPLE'S BANK
4714993 PEOPLE'S BANK PEOPLE'S BANK
4715821 GREAT FINANCIAL BANK GREAT FINANCIAL BANK
4716269 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4717791 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4719102 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4719409 PEOPLE'S BANK PEOPLE'S BANK
4720474 PEOPLE'S BANK PEOPLE'S BANK
4720654 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4721483 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4721506 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4722877 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4722893 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4723262 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4723289 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4723594 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4725980 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4726232 PEOPLE'S BANK PEOPLE'S BANK
4726590 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4726594 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4726597 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4728302 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4728349 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4728351 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4730475 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4730794 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4731670 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4731682 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4732237 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4732572 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4732765 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733588 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733624 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733683 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733700 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733712 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733723 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733738 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733756 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733809 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733848 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733878 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733992 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733993 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733995 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733996 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733998 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4733999 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734001 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734002 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734003 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734005 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734006 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734007 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734008 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734009 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734010 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734012 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734013 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4734154 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4735076 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4735111 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4735187 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4735204 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4736947 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4736952 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4737302 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4737363 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4737411 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4737781 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4738329 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4738367 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4738395 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740626 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740663 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740721 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740764 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740777 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4741028 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4742775 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4743029 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4743085 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4743272 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4743302 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4743323 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4743347 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4743443 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4743552 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4744155 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744164 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744170 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744179 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744182 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744190 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744209 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744217 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744220 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744228 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744238 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744246 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744247 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4744989 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4745002 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4745011 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745018 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745019 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745037 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745050 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745052 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745059 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745068 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745079 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745083 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745086 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745089 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745098 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745099 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745108 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745117 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745118 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745149 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745169 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745186 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745411 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4745473 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745485 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745503 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745518 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745529 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745536 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745538 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745582 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745601 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745615 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745631 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745636 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745642 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745647 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745649 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745666 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745669 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745675 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745682 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745686 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745687 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745696 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745698 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745704 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4745705 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745968 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745975 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745981 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745987 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4745992 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746001 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746007 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746011 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746020 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746044 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746059 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746067 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746070 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746074 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746085 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746106 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746122 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746130 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746147 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746164 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746188 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746250 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746280 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746288 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746292 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746303 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746311 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746358 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746409 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746423 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746437 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746471 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746479 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746494 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746502 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4746504 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746515 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746523 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746535 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746556 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746557 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746586 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746597 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746605 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746623 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746635 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746643 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746646 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746652 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746659 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746664 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746847 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4746854 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4746915 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747269 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747290 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747337 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747353 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747369 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747405 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747438 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747448 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747449 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747454 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747460 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747462 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747471 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747505 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4747731 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747735 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747736 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747737 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747741 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747745 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747750 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747753 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747761 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747769 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747774 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747778 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747780 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747784 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747789 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747794 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747805 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747809 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747810 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747813 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747814 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747817 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747818 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747821 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747822 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747823 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747825 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747826 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747827 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747830 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747833 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747834 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747835 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747837 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747839 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747841 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747848 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747850 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747851 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747852 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747855 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747856 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747858 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747863 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747866 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747868 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747871 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747873 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4747922 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4748283 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4748306 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4748318 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4748365 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4748461 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748476 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748538 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748548 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748577 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748583 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748593 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748598 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748611 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748618 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748627 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748634 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748680 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748712 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748717 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748721 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748728 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748747 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748755 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748862 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748865 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748868 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748874 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748894 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748898 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748915 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748923 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748928 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748933 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748938 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748964 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748968 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748978 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748985 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4749011 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4749036 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4749043 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4749050 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4749329 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4749346 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4749349 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4750232 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750262 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750291 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750653 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4750665 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750674 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4750676 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750692 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750704 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750705 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750720 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750729 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750736 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750748 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750768 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750778 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750787 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750794 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750854 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750903 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750909 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750913 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750924 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750928 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750933 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750935 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750939 FIRST UNION MORTGAGE CORP. FIRST UNION MORTGAGE CORP.
4750959 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751075 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751261 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751492 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751510 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751668 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751677 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751912 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751993 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4752017 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752251 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752259 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752269 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752272 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752278 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752299 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752300 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752436 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752449 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752484 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752500 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752744 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752749 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752899 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753077 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753087 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753118 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753128 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753153 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753169 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753192 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753230 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753253 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753265 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753371 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753437 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753462 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753496 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753567 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753580 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753619 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753654 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753697 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753916 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753977 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753983 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4754013 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4755121 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4757906 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trust Administrator/Custodian)
Loan Information
Name of Mortgagor: _____________________________
Servicer
Loan No.: _____________________________
Custodian/Trust Administrator
Name: _____________________________
Address: _____________________________
-----------------------------
Custodian/Trustee
Mortgage File No.: _____________________________
Seller
Name: _____________________________
Address: _____________________________
-----------------------------
Certificates: Mortgage Pass-Through Certificates,
Series 1998-12
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 1998-12, 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 May 28, 1998 (the "Pooling and Servicing
Agreement") among the Trust Administrator, the Seller, the Master Servicer and
United States Trust Company of New York, as Trustee.
( ) Promissory Note dated ______________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or
endorsed to the order of, the Trustee.
<PAGE>
( ) 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.
<PAGE>
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 1998-12, Class A-R Certificate (the "Class A-R
Certificate") for the account of, or as agent (including a broker, nominee, or
other middleman) for, any person or entity from which it has not received an
affidavit substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or political
subdivision thereof, any foreign government, any international organization, any
agency or instrumentality of any of the foregoing (other than an instrumentality
if all of its activities are subject to tax and a majority of its board of
directors is not selected by such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), or any
organization (other than a farmers' cooperative described in Code Section 521)
that is exempt from taxation under the Code unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511. For these
purposes, an "ERISA Prohibited Holder" means an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Code Section 4975 or a
governmental plan, as defined in Section 3(32) of ERISA, subject to any federal,
state or local law which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan") or a Person acting on
behalf of or investing the assets of such a Plan.
4. That the Purchaser historically has paid its debts as they have come due
and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class A-R Certificate as they
become due.
<PAGE>
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class A-R Certificate in excess of cash flows generated by the
Class A-R Certificate.
6. That the Purchaser will not transfer the Class A-R 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 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
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
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 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 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 Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1998-12, Class A-R
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 1998-12
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 1998-12, 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 May 28, 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 1998-12.
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:
<PAGE>
(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 _____ __, ____, 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
<PAGE>
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
<PAGE>
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 Trustee, the Trust Administrator, 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 1998-12
CLASS [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 1998-12, Class
[B-1] [B-2] [B-3] Certificates (the "Class [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 May 28, 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 State Trust Company of New York, as trustee
(the "Trustee") of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-12.
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:
<PAGE>
Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or a governmental
plan, as defined in Section 3(32) of ERISA subject to any federal, state or
local law ("Similar Law") which is, to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan"), an
agent acting on behalf of a Plan, or a person utilizing the assets of a
Plan or (ii) if the Purchaser is an insurance company, (A) the source of
funds used to purchase the Class [B-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 [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
Norwest Mortgage, Inc. Servicing Agreement
First Nationwide Mortgage, Co. Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
First Bank National Association Servicing Agreement
FT Mortgage Companies Servicing Agreement
Suntrust Mortgage Inc. Servicing Agreement
First Union Mortgage Corporation Servicing Agreement
Banc One Mortgage Corp. Servicing Agreement
Merrill Lynch Credit Corp. Servicing Agreement
Farmers State Bank & Trust Company of Superior Servicing Agreement
People's Bank Servicing Agreement
Columbia National, Inc. Servicing Agreement
Great Financial Bank Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
<PAGE>
EXHIBIT M
[FORM OF SPECIAL SERVICING AGREEMENT]
SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT
This SPECIAL SERVICING AND COLLATERAL FUND AGREEMENT (the "Agreement") is
made and entered into as of , between Norwest Bank Minnesota, National
Association (the "Company" and "Norwest Bank") and (the "Purchaser").
PRELIMINARY STATEMENT
is the holder of the entire interest in Norwest Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1998-12, Class
____ (the "Class B Certificates"). The Class B Certificates were issued pursuant
to a Pooling and Servicing Agreement dated as of May 28, 1998 among Norwest
Asset Securities Corporation, as Seller (the "Seller"), Norwest Bank Minnesota,
National Association, as Master Servicer, First Union National Bank, as Trust
Administrator, and United States Trust Company of New York, 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:
<PAGE>
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
D-1 by Duff & Phelps Credit Rating Co. ("DCR") or (vi) demand and time deposits
in, certificates of deposit of, any depository institution or trust company
(which may be an affiliate of the Company) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, so long as at the time
of such investment either (x) the long-term debt obligations of such depository
institution or trust company have a rating of at least AA by DCR 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 D-1 by
DCR or A-1 by S&P or (z) the depository institution or trust company is one that
is acceptable to either DCR 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).
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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 1998-12. 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
<PAGE>
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").
<PAGE>
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.
<PAGE>
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
<PAGE>
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: ________________________
