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: June 26, 1998
(Date of earliest event reported)
Commission File No. 333-45021
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. Other Events
On June 26, 1998, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1998-15, Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-R, Class A-LR, Class B-1, Class B-2 and Class B-3 (the "Offered
Certificates"), having an aggregate original principal balance of
$719,247,200.00. The Offered Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as of June 26, 1998, among the Registrant, Norwest
Bank Minnesota, National Association, as master servicer (the "Master Servicer"
or "Norwest Bank") and First Union National Bank, as trustee (the "Agreement"),
a copy of which is filed as an exhibit hereto. Mortgage Pass-Through
Certificates, Series 1998-15, Class A-PO Certificates, having an aggregate
initial principal balance of $649,200.83, and Class B-4, Class B-5 and Class B-6
Certificates, having an aggregate initial principal balance of $5,441,026.74
(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 99.16% 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 the Private Class B
Certificates are subordinated to distributions on the Offered Certificates and
the Class A-PO Certificates.
Interest on the Offered Certificates (other than the Class A-12 and Class
A-P0 Certificates) will be distributed on each Distribution Date (as defined in
the Agreement). Monthly distributions in reduction of the principal balance of
the Offered Certificates will be allocated to the Offered Certificates in
accordance with the priorities set forth in the Agreement. Distributions of
interest and in reduction of principal balance on any Distribution Date will be
made to the extent that the Pool Distribution Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC,"
respectively). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-PO, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Certificates will be treated as "regular interests" in the
Upper-Tier REMIC and the Class A-R and Class A-LR Certificate will be treated as
the "residual interests" in the Upper-Tier REMIC and Lower-Tier REMIC,
respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-4) Pooling and Servicing Agreement, dated as of
June 26, 1998, among Norwest Asset Securities
Corporation, Norwest Bank Minnesota, National
Association and First Union National Bank, as
trustee.
<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
June 26, 1998
/s/ Alan S. McKenney
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Alan S. McKenney
Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-4) Pooling and Servicing Agreement, dated as of E
June 26, 1998 among Norwest Asset Securities
Corporation, Norwest Bank Minnesota, National
Association and First Union National Bank, as
trustee.
NORWEST ASSET SECURITIES CORPORATION
(Seller)
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
POOLING AND SERVICING AGREEMENT
Dated as of June 26, 1998
$725,337,427.57
Mortgage Pass-Through Certificates
Series 1998-15
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
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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
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Section 2.01. Conveyance of Mortgage Loans
Section 2.02. Acceptance by Trustee
Section 2.03. Representations and Warranties of the
Master Servicer and the Seller
Section 2.04. Execution and Delivery of Certificates
Section 2.05. Designation of Certificates; Designation of
Startup Day and Latest Possible Maturity Date
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING OF THE MORTGAGE LOANS
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Section 3.01. Certificate Account.
Section 3.02. Permitted Withdrawals from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trustee
Section 3.04. Trustee to Cooperate; Release of Owner Mortgage
Loan Files
Section 3.05. Reports to the Trustee; Annual Compliance Statements
Section 3.06. Title, Management and Disposition of Any REO
Mortgage Loan
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions
Section 3.08. Oversight of Servicing
Section 3.09. Termination and Substitution of Servicing Agreements1
Section 3.10. Application of Net Liquidation Proceeds
Section 3.11. 934 Act Reports
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS
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TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
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Section 4.01. Distributions
Section 4.02. Allocation of Realized Losses
Section 4.03. Paying Agent
Section 4.04. Statements to Certificateholders;
Report of the Trustee, Ambac and the Seller
Section 4.05. Reports to Mortgagors and the Internal Revenue Service
Section 4.06. Reserve Fund
Section 4.07. Distributions in the Reduction of the Class
A-17 Certificates
Section 4.08. Policy Matters
Section 4.09. Calculation of Amounts; Binding Effect of
Interpretations and Actions of Master Servicer
ARTICLE V
THE CERTIFICATES
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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
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Section 6.01. Liability of the Seller and the Master Servicer
Section 6.02. Merger or Consolidation of the Seller or the
Master Servicer
Section 6.03. Limitation on Liability of the Seller,
the Master Servicer and Others
Section 6.04. Resignation of the Master Servicer
Section 6.05. Compensation to the Master Servicer
Section 6.06. Assignment or Delegation of Duties by Master Servicer
Section 6.07. Indemnification of Trustee and Seller by Master Servicer
ARTICLE VII
DEFAULT
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Section 7.01. Events of Default
Section 7.02. Other Remedies of Trustee
Section 7.03. Directions by Certificateholders and Duties of Trustee
During Event of Default
Section 7.04. Action upon Certain Failures of the Master Servicer and
upon Event of Default
Section 7.05. Trustee to Act; Appointment of Successor
Section 7.06. Notification to Certificateholders
ARTICLE VIII
CONCERNING THE TRUSTEE
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Section 8.01. Duties of Trustee
Section 8.02. Certain Matters Affecting the Trustee
Section 8.03. Trustee Not Required to Make Investigation
Section 8.04. Trustee Not Liable for Certificates or Mortgage Loans
Section 8.05. Trustee May Own Certificates
Section 8.06. The Master Servicer to Pay Fees and Expenses
Section 8.07. Eligibility Requirements
Section 8.08. Resignation and Removal
Section 8.09. Successor
Section 8.10. Merger or Consolidation
Section 8.11. Authenticating Agent
Section 8.12. Separate Trustees and Co-Trustees
Section 8.13. Appointment of Custodians
Section 8.14. Tax Matters; Compliance with REMIC Provisions
Section 8.15. Monthly Advances1
ARTICLE IX
TERMINATION
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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
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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 and Ambac
Section 10.08. Covenant of Seller
Section 10.09. Recharacterization
ARTICLE XI
TERMS FOR CERTIFICATES
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Section 11.01. Class A Fixed Pass-Through Rate
Section 11.02. Cut-Off Date
Section 11.03. Cut-Off Date Aggregate Principal Balance
Section 11.04. Original Class A Percentage
Section 11.05. Original Principal Balances of the
Classes of Class A Certificates
Section 11.05(a). Original Class A-3 Notional Amount
Section 11.05(b). Original Class A-18 Notational Amount
Section 11.05(c). Original Principal Balances of the Class A-5 Components
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
Section 11.27. Initial Ambac Contact Person
<PAGE>
EXHIBITS
EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-7 - Form of Face of Class A-7 Certificate
EXHIBIT A-8 - Form of Face of Class A-8 Certificate
EXHIBIT A-9 - Form of Face of Class A-9 Certificate
EXHIBIT A-10 - Form of Face of Class A-10 Certificate
EXHIBIT A-11 - Form of Face of Class A-11 Certificate
EXHIBIT A-12 - Form of Face of Class A-12 Certificate
EXHIBIT A-13 - Form of Face of Class A-13 Certificate
EXHIBIT A-14 - Form of Face of Class A-14 Certificate
EXHIBIT A-15 - Form of Face of Class A-15 Certificate
EXHIBIT A-16 - Form of Face of Class A-16 Certificate
EXHIBIT A-17 - Form of Face of Class A-17 Certificate
EXHIBIT A-18 - Form of Face of Class A-18 Certificate
EXHIBIT A-19 - Form of Face of Class A-19 Certificate
EXHIBIT A-20 - Form of Face of Class A-20 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT A-LR - Form of Face of Class A-LR Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-15 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1 - Schedule of Mortgage Loans Serviced by
Norwest Mortgage from locations other than Frederick, Maryland
EXHIBIT F-2 - Schedule of Mortgage Loans Serviced by
Norwest Mortgage in Frederick Maryland
EXHIBIT F-3 - Schedule of Mortgage Loans Serviced by Other Servicers
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal
Revenue Code of 1986, as amended, and for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificates
EXHIBIT J - Transferee's Letter (Class [A-PO][B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - Transferee's Letter (Class [B-1] [B-2] [B-3] Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N Policy
<PAGE>
This Pooling and Servicing Agreement, dated as of June 26, 1998 executed by
NORWEST ASSET SECURITIES CORPORATION, as Seller, NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION NATIONAL BANK, as
Trustee.
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Seller, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used herein, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: Accepted Master Servicing Practices
shall consist of the customary and usual master servicing practices of prudent
master servicing institutions which service mortgage loans of the same type as
the Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located, regardless of the date upon which the related Mortgage
Loans were originated.
Accretion Termination Date: For the (A) Class A-6 Certificates will be the
earlier to occur of (i) the Distribution Date following the Distribution Date on
which the Principal Balances of the Class A-4 and Class A-5 Certificates have
been reduced to zero or (ii) the Cross-Over Date, (B) Class A-7 Certificates
will be the earlier to occur of (i) the Distribution Date following the
Distribution Date on which the Principal Balances of the Class A-4, Class A-5
and Class A-6 Certificates have been reduced to zero or (ii) the Cross-Over
Date, (C) Class A-9 Certificates will be the earlier to occur of (i) the
Distribution Date following the Distribution Date on which Principal Balance of
the Class A-8 Certificates has been reduced to zero or (ii) the Cross-Over Date,
(D) Class A-10 Certificates will be the earlier to occur of (i) the Distribution
Date following the Distribution Date on which the Principal Balances of the
Class A-8 and Class A-9 Certificates have been reduced to zero or (ii) the
Cross-Over Date, (E) Class A-11 Certificates will be the earlier to occur of (i)
the Distribution Date following the Distribution Date on which the Principal
Balances of the Class A-8 and Class A-10 Certificates have been reduced to zero
or (ii) the Cross-Over Date and (F) Class A-16 Certificates will be the earlier
to occur of (i) the Distribution Date following the Distribution Date on which
Principal Balances of the Class A-13, Class A-14 and Class A-15 Certificates
have been reduced to zero or (ii) the Cross-Over Date.
Accrual Certificates: The Class A-6 Certificates, Class A-7 Certificates,
Class A-9 Certificates, Class A-10 Certificates, Class A-11 Certificates and
Class A-16 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to the
applicable Accretion Termination Date and any Class of Accrual Certificates, an
amount equal to the sum of (i) the Class A Interest Percentage of such Class of
Accrual Certificates of the Current Class A Interest Distribution Amount and
(ii) the Class A Interest Shortfall Percentage of such Class of Accrual
Certificates of the amount distributed in respect of the Classes of Class A
Certificates and the Premium Payment pursuant to Paragraph second of Section
4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after
the applicable Accretion Termination Date, zero.
Adjusted Pool Amount: With respect to any Distribution Date, the Cut-Off
Date Aggregate Principal Balance of the Mortgage Loans minus the sum of (i) all
amounts in respect of principal received in respect of the Mortgage Loans
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Certificates on such Distribution Date and all
prior Distribution Dates and (ii) the principal portion of all Realized Losses
(other than Debt Service Reductions) incurred on the Mortgage Loans from the
Cut-Off Date through the end of the month preceding such Distribution Date.
Adjusted Pool Amount (PO Portion): With respect to any Distribution Date,
the sum of the amounts, calculated as follows, with respect to all Outstanding
Mortgage Loans: the product of (i) the PO Fraction for each such Mortgage Loan
and (ii) the remainder of (A) the Cut-Off Date Principal Balance of such
Mortgage Loan minus (B) the sum of (x) all amounts in respect of principal
received in respect of such Mortgage Loan (including, without limitation,
amounts received as Monthly Payments, Periodic Advances, Unscheduled Principal
Receipts and Substitution Principal Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-Off Date through the end of the
month preceding such Distribution Date.
Adjusted Principal Balance: As to any Distribution Date and any Class of
Class B Certificates, the greater of (A) zero and (B) (i) the Principal Balance
of such Class with respect to such Distribution Date minus (ii) the Adjustment
Amount for such Distribution Date less the Principal Balances for any Classes of
Class B Certificates with higher numerical designations.
Adjustment Amount: For any Distribution Date, the difference between (A)
the sum of the Class A Principal Balance and Class B Principal Balance as of the
related Determination Date and (B) the sum of (i) the sum of the Class A
Principal Balance and Class B Principal Balance as of the Determination Date
succeeding such Distribution Date, (ii) the principal portion of Excess Special
Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the
Certificates with respect to such Distribution Date and (iii) the aggregate
amount that would have been distributed to all Classes as principal in
accordance with Section 4.01(a)(i) for such Distribution Date without regard to
the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2
Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal
Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal
Principal Amount.
Aggregate Class A Distribution Amount: As to any Distribution Date, the
aggregate amount distributable to the Classes of Class A Certificates pursuant
to Paragraphs first, second, third and fourth of Section 4.01(a)(i) on such
Distribution Date.
Aggregate Class A Unpaid Interest Shortfall: As to any Distribution Date,
an amount equal to the sum of the Class A Unpaid Interest Shortfalls for all the
Classes of Class A Certificates.
Aggregate Current Bankruptcy Losses: With respect to any Distribution Date,
the sum of all Bankruptcy Losses incurred on any of the Mortgage Loans in the
month preceding the month of such Distribution Date.
Aggregate Current Fraud Losses: With respect to any Distribution Date, the
sum of all Fraud Losses incurred on any of the Mortgage Loans in the month
preceding the month of such Distribution Date.
Aggregate Current Special Hazard Losses: With respect to any Distribution
Date, the sum of all Special Hazard Losses incurred on any of the Mortgage Loans
in the month preceding the month of such Distribution Date.
Aggregate Foreclosure Profits: As to any Distribution Date, the aggregate
amount of Foreclosure Profits with respect to all of the Mortgage Loans.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Ambac: Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
company or any successor thereto.
Ambac Contact Person: The officer designated by the Master Servicer to
provide information to Ambac pursuant to Section 4.08(g). The initial Ambac
Contact Person is appointed in Section 11.27.
Ambac Default: The existence and continuance of any of the following:
(a) Ambac fails to make a payment required under a policy in
accordance with its terms:
(b) Ambac (A) files any petition or commences any case or proceeding
under any provision or similar federal or state law relating to insolvency,
bankruptcy, rehabilitation, liquidation or reorganization, (B) makes a
general assignment for the benefit of its creditors, or (C) has an order
for relief entered against it under the United States Bankruptcy code or
any the similar federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization which is final and
nonappealable; or
(c) a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority enters a final and
nonappealable order, judgment or decree (1) appointing a custodian,
trustee, agent or receiver for Ambac or for all or any material portion of
its property or (2) authorizing the taking of possession by a custodian,
trustee, agent or receiver of Ambac (or the taking of possession of all or
any material portion of the property of Ambac).
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 Trustee
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 Trustee in writing that such Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.
Bankruptcy Loss Amount: As of any Distribution Date prior to the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal
$226,036.15 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) (or, in the case of the Class A-17 Certificates, without
giving effect to the guaranty provided by Ambac) by either Rating Agency minus
(2) the aggregate amount of Bankruptcy Losses allocated solely to the Class B
Certificates in accordance with Section 4.02(a) since the Relevant Anniversary.
On and after the Cross-Over Date the Bankruptcy Loss Amount shall be zero.
Beneficial Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency), as the case may be.
Book-Entry Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-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-13
Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16
Certificates, Class A-17 Certificates, Class A-19 Certificates and Class A-20
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 Trustee.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
the taking of any action under Articles VII or VIII, any Certificate registered
in the name of the Master Servicer, a Servicer or any affiliate thereof shall be
deemed not to be outstanding and the Voting Interest evidenced thereby shall not
be taken into account in determining whether the requisite percentage of
Certificates necessary to effect any such action has been obtained.
Class: All certificates whose form is identical except for variations in
the Percentage Interest evidenced thereby.
Class A Certificate: Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-12 Certificates, Class A-13 Certificates, Class A-14
Certificates, Class A-15 Certificates, Class A-16 Certificates, Class A-17
Certificates, Class A-18 Certificates, Class A-19 Certificates, Class A-20
Certificates, Class A-PO Certificates, Class A-R Certificate or Class A-LR
Certificate.
Class A Certificateholder: The registered holder of a Class A Certificate.
Class A Distribution Amount: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-3, Class A-6, Class A-7, Class A-9,
Class A-10, Class A-11, Class A-12, Class A-16, Class A-18 and Class A-PO
Certificates), the amount distributable to such Class of Class A Certificates
pursuant to Paragraphs first, second and third clause (A) of Section 4.01(a)(i).
As to the Class A-6, Class A-7, Class A-9, Class A-10, Class A-11 and Class A-16
Certificates, (a) as to any Distribution Date prior to the applicable Accretion
Termination Date, the amount distributable to the related Class of Accrual
Certificates pursuant to the provisos in Paragraphs first and second of Section
4.01(a)(i) and Paragraph third clause (A) of Section 4.01(a)(i) and (b) as to
any Distribution Date on or after the applicable Accretion Termination Date, the
amount distributable to the related Class of Accrual Certificates pursuant to
Paragraphs first, second and third clause (A) of Section 4.01(a)(i). As to the
Class A-3 and Class A-18 Certificates, the amount distributable to such Class
pursuant to Paragraphs first and second of Section 4.01(a)(i). As to the Class
A-12 Certificates, the amount distributable to such Class pursuant to Paragraph
third clause (A) of Section 4.01(a)(i). As to any Distribution Date and the
Class A-PO Certificates, the amount distributable to the Class A-PO Certificates
pursuant to Paragraphs third clause (B) and fourth of Section 4.01(a)(i) on such
Distribution Date.
Class A Fixed Pass-Through Rate: As to any Distribution Date, the rate per
annum set forth in Section 11.01.
Class A Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class A Certificates with
respect to such Distribution Date.
Class A Interest Percentage: As to any Distribution Date and any Class of
Class A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Interest Accrual Amount of such Class (determined
without regard to clause (ii) of the definition thereof) by the sum of (a) the
Class A Interest Accrual Amount (determined without regard to clause (ii) of the
definition of each Interest Accrual Amount) and (b) the Premium Payment
(determined without regard to clause (ii) of the definition of Premium Payment).
Class A Interest Shortfall Amount: As to any Distribution Date and any
Class of Class A Certificates, any amount by which the Interest Accrual Amount
of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i) including, in the case of a Class of
Accrual Certificate prior to the applicable Accretion Termination Date, the
amount included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.
Class A Interest Shortfall Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the Class A
Unpaid Interest Shortfall for such Class by the sum of the Aggregate Class A
Unpaid Interest Shortfall and Premium Unpaid Shortfall, in each case determined
as of the Business Day preceding the applicable Distribution Date.
Class A Loss Denominator: As to any Determination Date, an amount equal to
the sum of (i) the Principal Balances of the Class A Certificates (other than
the Accrual Certificates and the Class A-PO Certificates) and (ii) with respect
to each Class of Accrual Certificates, the lesser of the Principal Balance of
such Class of Accrual Certificates and the Original Principal Balance of such
Class of Accrual Certificates.
Class A Loss Percentage: As to any Determination Date and any Class of
Class A Certificates (other than the Class A-5 Certificates and Class A-PO
Certificates) or Class A-5 Component then outstanding, the percentage calculated
by dividing the Principal Balance of such Class or Component (or, in the case of
a Class of Accrual Certificates, the Original Principal Balance of such Class,
if lower) by the Class A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class A Certificates or Component 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, (iii) the Premium Payment, (iv) the
Premium Unpaid Shortfall and (v) the Class A Non-PO Optimal Principal Amount.
Class A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of
(x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:
(i) the Class A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class A Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class A Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan.
Class A Non-PO Principal Amount: As to any Distribution Date, the aggregate
amount distributed in respect of the Classes of Class A Certificates pursuant to
Paragraph third clause (A) of Section 4.01(a)(i).
Class A Non-PO Principal Balance: As of any date, an amount equal to the
Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.
Class A Non-PO Principal Distribution Amount: As to any Distribution Date,
the sum of (i) the sum of the applicable Accrual Distribution Amounts, if any,
with respect to such Distribution Date and (ii) the Class A Non-PO Principal
Amount with respect to such Distribution Date.
Class A Pass-Through Rate: As to the Class A-2, Class A-3, Class A-13,
Class A-16, Class A-19, Class A-20, Class A-R and Class A-LR Certificates, the
Class A Fixed Pass-Through Rate. As to the Class A-1 Certificates, 6.650%. As to
the Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10
and Class A-11 Certificates, 7.000%. As to the Class A-14 Certificates, 6.700%.
As to the Class A-15 Certificates, 8.000%. As to the Class A-17 Certificates,
6.300%. As to the Class A-18 Certificates, 0.390%. The Class A-12 and Class A-PO
Certificates are not entitled to interest and have no Class A Pass-Through Rate.
Class A Percentage: As to any Distribution Date occurring on or prior to
the Cross-Over Date, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the Class A Non-PO Principal Balance (determined as of the
Determination Date preceding such Distribution Date) by the Pool Balance (Non-PO
Portion). As to any Distribution Date occurring subsequent to the Cross-Over
Date, 100% or such lesser percentage which will cause the Class A Non-PO
Principal Balance to decline to zero following the distribution made on such
Distribution Date.
Class A Prepayment Percentage: As to any Distribution Date to and including
the Distribution Date in June 2003, 100%. As to any Distribution Date subsequent
to June 2003 to and including the Distribution Date in June 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 June
2004 to and including the Distribution Date in June 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 June 2005 to and
including the Distribution Date in June 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 June 2006 to and
including the Distribution Date in June 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 June 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 June 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 July
2003 and June 2004 (2) 35% of the Original Class B Principal Balance if such
Distribution Date occurs between and including July 2004 and June 2005, (3) 40%
of the Original Class B Principal Balance if such Distribution Date occurs
between and including July 2005 and June 2006, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including July
2006 and June 2007, and (5) 50% of the Original Class B Principal Balance if
such Distribution Date occurs during or after July 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 Trustee, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.
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-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class
A-7 Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-11 Certificates, Class A-12 Certificates, Class A-13
Certificates, Class A-14 Certificates, Class A-15 Certificates, Class A-16
Certificates, Class A-17 Certificates, Class A-19 Certificates, Class A-20
Certificates, Class A-PO Certificates, Class A-R Certificate and Class A-LR
Certificate.
Class A Unpaid Interest Shortfall: As to any Distribution Date and Class of
Class A Certificates, the amount, if any, by which the aggregate of the Class A
Interest Shortfall Amounts for such Class for prior Distribution Dates is in
excess of the amounts distributed in respect of such Class (or in the case of a
Class of Accrual Certificates prior to the applicable Accretion Termination
Date, the amount included in the Accrual Distribution Amount pursuant to clause
(ii) of the definition thereof) on prior Distribution Dates pursuant to
Paragraph second of Section 4.01(a)(i).
Class A-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee 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 Trustee
and authenticated by the Trustee 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 Trustee
and authenticated by the Trustee 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-3 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-3
Certificates and (B) the Class A-3 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-3 Certificates of (x)
any Non-Supported Interest Shortfall allocated to the Class A Certificates and
the Premium Payment, (y) the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class
A Certificates and the Premium Payment 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 and the Premium Payment
on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-3 Notional Amount: As to any Distribution Date, an amount equal to
1.4814814885% of the Principal Balance of the Class A-1 Certificates.
Class A-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-5 and Exhibit C hereto.
Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.
Class A-5 Component: Either of the Class A-5-A Component or Class A-5-B
Component.
Class A-6 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-6 and Exhibit C hereto.
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 Trustee
and authenticated by the Trustee 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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-8 and Exhibit C hereto.
Class A-8 Certificateholder: The registered holder of a Class A-8
Certificate.
Class A-9 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-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 Trustee
and authenticated by the Trustee 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 Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-11 and Exhibit C hereto.
Class A-11 Certificateholder: The registered holder of a Class A-11
Certificate.
Class A-12 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-12 and Exhibit C hereto.
Class A-12 Certificateholder: The registered holder of a Class A-12
Certificate.
Class A-13 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-13 and Exhibit C hereto.
Class A-13 Certificateholder: The registered holder of a Class A-13
Certificate.
Class A-14 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-14 and Exhibit C hereto.
Class A-14 Certificateholder: The registered holder of a Class A-14
Certificate.
Class A-15 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-15 and Exhibit C hereto.
Class A-15 Certificateholder: The registered holder of a Class A-15
Certificate.
Class A-16 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-16 and Exhibit C hereto.
Class A-16 Certificateholder: The registered holder of a Class A-16
Certificate.
Class A-17 Certificate. Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-17 and Exhibit C hereto.
Class A-17 Certificateholder: The registered holder of a Class A-17
Certificate.
Class A-17 Distribution Deficiency: With respect to the Class A-17
Certificates on each Distribution Date, the sum of (i) the Class A-17 Interest
Loss Amount for such Distribution Date and (ii) the Class A-17 Principal Loss
Amount for such Distribution.
Class A-17 Interest Loss Amount: As to any Distribution Date, the excess,
if any, of (i) the Interest Accrual Amount of the Class A-17 Certificates
(determined without regard to clause (ii) of the definition thereof), net of any
Non-Supported Interest Shortfalls allocated to the Class A-17 Certificates that
are covered by the Reserve Fund over (ii) the amount available to be distributed
in respect of the Class A-17 Certificates on such Distribution Date pursuant to
Paragraph first of Section 4.01(a)(i).
Class A-17 Principal Loss Amount: As to any Distribution Date, the sum of,
without duplication, (i) the Class A Loss Percentage of the Class A-17
Certificates of the principal portion of Realized Losses allocated to the Class
A Certificates (other than the Class A-PO Certificates) with respect to such
Distribution Date pursuant to Section 4.02(b) and (ii) any amount allocated to
the Class A-17 Certificates after the Cross-Over Date with respect to such
Distribution Date pursuant to the third sentence in the definition of Principal
Balance of the Class A-17 Certificates.
Class A-18 Interest Accrual Amount: As to any Distribution Date, (i) the
product of (A) 1/12th of the Class A Pass-Through Rate for the Class A-18
Certificates and (B) the Class A-18 Notional Amount as of such Distribution Date
minus (ii) the Class A Interest Percentage of the Class A-18 Certificates of (x)
any Non-Supported Interest Shortfall allocated to the Class A Certificates and
the Premium Payment, (y) the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class
A Certificates and the Premium Payment with respect to such Distribution Date
pursuant to Section 4.02(e) and the Premium Payment 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 and
the Premium Payment on or after the Cross-Over Date pursuant to Section 4.02(e).
Class A-18 Notional Amount: As to any Distribution Date, the Principal
Balance of the Class A-17 Certificates.
Class A-18 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-18 and Exhibit C hereto.
Class A-18 Certificateholder: The registered holder of a Class A-18
Certificate.
Class A-19 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-19 and Exhibit C hereto.
Class A-19 Certificateholder: The registered holder of a Class A-19
Certificate.
Class A-20 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-20 and Exhibit C hereto.
Class A-20 Certificateholder: The registered holder of a Class A-20
Certificate.
Class A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L12 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L14 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L15 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L17 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-L19 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-LR Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-LR and Exhibit D hereto.
Class A-LR Certificateholder: The registered holder of the Class A-LR
Certificate.
Class A-LUR Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class A-PO Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit A-PO and Exhibit C hereto.
Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.
Class A-PO Deferred Amount: For any Distribution Date prior to the
Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (y) the sum of the product for each Discount Mortgage Loan which
became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount
equal to the principal portion of Realized Losses (other than Bankruptcy Losses
due to Debt Service Reductions) incurred with respect to such Mortgage Loan
other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses and (B) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a)(i). On
and after the Cross-Over Date, the Class A-PO Deferred Amount will be zero. No
interest will accrue on any Class A-PO Deferred Amount.
Class A-PO Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum as to each Outstanding Mortgage Loan, of the product of (x) the
PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) (A) the principal portion of the Monthly Payment due on the
Due Date occurring in the month of such Distribution Date on such Mortgage
Loan, less (B) if the Bankruptcy Loss Amount has been reduced to zero, the
principal portion of any Debt Service Reduction with respect to such
Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date for
each applicable type of Unscheduled Principal Receipt;
(iii) the Scheduled Principal Balance of each Mortgage Loan
that was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03;
(iv) the excess of the unpaid principal balance of such Mortgage
Loan substituted for a defective Mortgage Loan during the month preceding
the month in which such Distribution Date occurs over the unpaid principal
balance of such defective Mortgage Loan, less the amount allocable to the
principal portion of any unreimbursed Periodic Advances previously made by
the applicable Servicer, the Master Servicer or the Trustee in respect of
such defective Mortgage Loan.
Class A-R Certificate: The Certificate executed by the Trustee and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in Exhibit A-R and Exhibit C hereto.
Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Class B Distribution Amount: Any of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Distribution Amounts.
Class B Interest Accrual Amount: As to any Distribution Date, the sum of
the Interest Accrual Amounts for the Classes of Class B Certificates with
respect to such Distribution Date.
Class B Interest Percentage: As to any Distribution Date and any Class of
Class B Certificates, the percentage calculated by dividing the Interest Accrual
Amount of such Class (determined without regard to clause (ii) of the definition
thereof) by the Class B Interest Accrual Amount (determined without regard to
clause (ii) of the definition of each Interest Accrual Amount).
Class B Interest Shortfall Amount: Any of the Class B-1 Interest Shortfall
Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall
Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount
or Class B-6 Interest Shortfall Amount.
Class B Loss Percentage: As to any Determination Date and any Class of
Class B Certificates then outstanding, the percentage calculated by dividing the
Principal Balance of such Class B by the Class B Principal Balance (determined
without regard to any Principal Balance of any Class of Class B Certificates not
then outstanding), in each case determined as of the preceding Determination
Date.
Class B Pass-Through Rate: As to any Distribution Date, 6.750% per annum.
Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.
Class B Prepayment Percentage: Any of the Class B-1 Prepayment Percentage,
Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage, Class B-4
Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6 Prepayment
Percentage.
Class B Principal Balance: As of any date, an amount equal to the sum of
the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.
Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid Interest
Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid Interest
Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid Interest
Shortfall or Class B-6 Unpaid Interest Shortfall.
Class B-1 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-1 and Exhibit C hereto.
Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.
Class B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a)(i).
Class B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-1 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth
of Section 4.01(a)(i).
Class B-1 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-1 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.
Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-1 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the Class A Principal Balance as of such Determination
Date.
Class B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).
Class B-2 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-2 and Exhibit C hereto.
Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.
Class B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a)(i).
Class B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-2 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a)(i).
Class B-2 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-2 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-2 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.
Class B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-2 Percentage for such
Distribution Date will be zero.
Class B-2 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-2 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.
Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth of Section 4.01(a)(i)
and (B) as a result of a Principal Adjustment and (b) the Realized Losses
allocated through such Determination Date to the Class B-2 Certificates pursuant
to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the preceding
Distribution Date less the sum of the Class A Principal Balance and the Class
B-1 Principal Balance as of such Determination Date.
Class B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a)(i).
Class B-3 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-3 and Exhibit C hereto.
Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.
Class B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a)(i).
Class B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-3 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a)(i).
Class B-3 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-3 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-3 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.
Class B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-3 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-3
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-3 Percentage for such
Distribution Date will be zero.
Class B-3 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-3 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.
Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-3 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.
Class B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a)(i).
Class B-4 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-4 and Exhibit C hereto.
Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.
Class B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a)(i).
Class B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-4 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a)(i).
Class B-4 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-4 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-4 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.
Class B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-4 Percentage for such
Distribution Date will be zero.
Class B-4 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-4 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.
Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-4 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.
Class B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a)(i).
Class B-5 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-5 and Exhibit C hereto.
Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.
Class B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a)(i).
Class B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-5 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a)(i).
Class B-5 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-5 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-5 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee in respect of such defective Mortgage Loan;
provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.
Class B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Subordinated
Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal
Balance (determined as of the Determination Date preceding such Distribution
Date) and the denominator of which is the sum of the Principal Balances of the
Classes of Class B Certificates eligible to receive principal distributions for
such Distribution Date in accordance with the provisions of Section 4.01(d).
Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5
Certificates are not eligible to receive distributions of principal in
accordance with Section 4.01(d)(i), the Class B-5 Percentage for such
Distribution Date will be zero.
Class B-5 Prepayment Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Prepayment Percentage by (ii) a fraction, the numerator of which is
the Class B-5 Principal Balance (determined as of the Determination Date
preceding such Distribution Date) and the denominator of which is the sum of the
Principal Balances of the Classes of Class B Certificates eligible to receive
principal distributions for such Distribution Date in accordance with the
provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in
the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.
Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth of Section
4.01(a)(i) and (B) as a result of a Principal Adjustment and (b) the Realized
Losses allocated through such Determination Date to the Class B-5 Certificates
pursuant to Section 4.02(b) and (ii) the Adjusted Pool Amount as of the
preceding Distribution Date less the sum of the Class A Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.
Class B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a)(i).
Class B-6 Certificate: Any one of the Certificates executed by the Trustee
and authenticated by the Trustee or the Authenticating Agent in substantially
the form set forth in Exhibit B-6 and Exhibit C hereto.
Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.
Class B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a)(i).
Class B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Interest Accrual Amount of the Class B-6 Certificates with
respect to such Distribution Date exceeds the amount distributed in respect of
the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a)(i).
Class B-6 Optimal Principal Amount: As to any Distribution Date, an amount
equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x)
the Non-PO Fraction with respect to such Mortgage Loan and (y) the sum of:
(i) the Class B-6 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Mortgage Loan, less (B) if the Bankruptcy Loss
Amount has been reduced to zero, the principal portion of any Debt Service
Reduction with respect to such Mortgage Loan;
(ii) the Class B-6 Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Mortgage
Loan during the Applicable Unscheduled Principal Receipt Period relating to
such Distribution Date for each applicable type of Unscheduled Principal
Receipt;
(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the month preceding the month
of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class B-6 Percentage of the excess of the unpaid principal
balance of such Mortgage Loan substituted for a defective Mortgage Loan
during the month preceding the month in which such Distribution Date occurs
over the unpaid principal balance of such defective Mortgage Loan, less the
amount allocable to the principal portion of any unreimbursed Periodic
Advances previously made by the applicable Servicer, the Master Servicer or
the Trustee 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 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)(i) and (b) the Realized Losses allocated through such Determination Date
to the Class B-6 Certificates pursuant to Section 4.02(b) and (ii) the Adjusted
Pool Amount as of the preceding Distribution Date less the Class A Principal
Balance, the Class B-1 Principal Balance, the Class B-2 Principal Balance, the
Class B-3 Principal Balance, the Class B-4 Principal Balance and the Class B-5
Principal Balance as of such Determination Date.
Class B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a)(i).
Class B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class B-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency Indirect Participant: A broker, dealer, bank, financial
institution or other Person that clears securities transactions through or
maintains a custodial relationship with a Clearing Agency Participant, either
directly or indirectly.
Clearing Agency Participant: A broker, dealer, bank, financial institution
or other Person for whom a Clearing Agency effects book-entry transfers of
securities deposited with the Clearing Agency.
Closing Date: The date of initial issuance of the Certificates, as set
forth in Section 11.21.
Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.
Compensating Interest: As to any Distribution Date, the lesser of (a) the
product of (i) 1/12th of 0.20% and (ii) the Pool Scheduled Principal Balance for
such Distribution Date and (b) the Available Master Servicing Compensation for
such Distribution Date.
Component: Any Class A-5 Component.
Co-op Shares: Shares issued by private non-profit housing corporations.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which
office, with respect to the Trustee, at the date of the execution of this
instrument is located at 230 South Tryon Street, Charlotte, North Carolina
28288.
Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class or
---------------------------------- ---------------------------------
Classes
-------
Class A-L1 Interest Class A-1 Certificates and Class A-3
Certificates
Class A-L2 Interest Class A-2 Certificates, Class A-13
Certificates, Class A-16
Certificates, Class A-19 Certificates
and Class A-20 Certificates
Class A-L4 Interest 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
Class A-L12 Interest Class A-12 Certificates
Class A-L14 Interest Class A-14 Certificates
Class A-L15 Interest Class A-15 Certificates
Class A-L17 Interest Class A-17 Certificates and
Class A-18 Certificates
Class A-LPO Interest Class A-PO Certificates
Class A-LUR Interest Class A-R Certificate
Class B-L1 Interest Class B-1 Certificates
Class B-L2 Interest Class B-2 Certificates
Class B-L3 Interest Class B-3 Certificates
Class B-L4 Interest Class B-4 Certificates
Class B-L5 Interest Class B-5 Certificates
Class B-L6 Interest Class B-6 Certificates
Cross-Over Date: The Distribution Date preceding the first Distribution
Date on which the Class A Percentage (determined pursuant to clause (ii) of the
definition thereof) equals or exceeds 100%.
Cross-Over Date Interest Shortfall: With respect to any Distribution Date
that occurs on or after the Cross-Over Date with respect to any Unscheduled
Principal Receipt (other than a Prepayment in Full):
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Current Class A Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class A Certificates and the
Premium Payment pursuant to Paragraph first of Section 4.01(a)(i) on such
Distribution Date.
Current Class B Interest Distribution Amount: As to any Distribution Date,
the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a)(i) on such Distribution Date.
Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the sum of the Class A Non-PO Principal
Balance and the Class B Principal Balance. As to the first Distribution Date,
the Original Class B-1 Fractional Interest.
Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the sum of the Class A Non-PO Principal Balance and
the Class B Principal Balance. As to the first Distribution Date, the Original
Class B-2 Fractional Interest.
Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the sum of the Class A Non-PO Principal Balance and the Class B
Principal Balance. As to the first Distribution Date, the Original Class B-3
Fractional Interest.
Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance. As to the first Distribution Date, the Original Class B-4 Fractional
Interest.
Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the sum of the Class A
Non-PO Principal Balance and the Class B Principal Balance. As to the first
Distribution Date, the Original Class B-5 Fractional Interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Prepayment in Full.
Custodial Agreement: The Custodial Agreement, if any, from time to time in
effect between the Custodian named therein, the Seller, the Master Servicer and
the Trustee, substantially in the form of Exhibit E hereto, as the same may be
amended or modified from time to time in accordance with the terms thereof.
Custodial P&I Account: The Custodial P&I Account, as defined in each of the
Servicing Agreements, with respect to the Mortgage Loans. In determining whether
the Custodial P&I Account under any Servicing Agreement is "acceptable" to the
Master Servicer (as may be required by the definition of "Eligible Account"
contained in the Servicing Agreements), the Master Servicer shall require that
any such account shall be acceptable to each of the Rating Agencies.
Custodian: Initially, the Trustee, and thereafter the Custodian, if any,
hereafter appointed by the Trustee pursuant to Section 8.13, or its successor in
interest under the Custodial Agreement. The Custodian may (but need not) be the
Trustee, or any Person directly or indirectly controlling or controlled by or
under common control of the Trustee. Neither a Servicer, nor the Seller nor the
Master Servicer nor any Person directly or indirectly controlling or controlled
by or under common control with any such Person may be appointed Custodian.
Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.02.
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.
Deceased Holder: A Beneficial Owner of a Class A-17 Certificate who was
living at the time such interest was acquired, whose death is deemed to have
occurred pursuant to Section 4.07(b), and with respect to which the Trustee has
received through the Clearing Agency evidence of death satisfactory to the
Trustee and any tax waivers requested by the Trustee.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Certificate
(other than the Class A-3 and Class A-18 Certificates) representing the
principal portion of the Cut-Off Date Aggregate Principal Balance evidenced by
such Certificate. As to the Class A-3 Certificates, the amount specified on the
face of such Certificate representing the portion of the Original Class A-3
Notional Amount. As to the Class A-18 Certificates, the amount specified on the
face of such Certificate representing the portion of the Original Class A-18
Notional Amount.
Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.
Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate
of less than 6.750%.
Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.
Due Date: With respect to any Mortgage Loan, the day of the month in which
the Monthly Payment on such Mortgage Loan is scheduled to be paid.
Eligible Account: One or more accounts (i) that are maintained with a
depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each of the Rating Agencies, (ii) the deposits in which are fully
insured by the FDIC through either the Bank Insurance Fund or the Savings
Association Insurance Fund, (iii) the deposits in which are insured by the FDIC
through either the Bank Insurance Fund or the Savings Association Insurance Fund
(to the limit established by the FDIC) and the uninsured deposits in which
accounts are otherwise secured, as evidenced by an Opinion of Counsel delivered
to the Trustee, such that the Trustee, on behalf of the Certificateholders has a
claim with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as two separate REMICs or result in the imposition of any
federal tax on either of the Upper-Tier REMIC or the Lower-Tier REMIC.
Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):
(i) obligations of the United States of America or any agency thereof,
provided such obligations are backed by the full faith and credit of the
United States of America;
(ii) general obligations of or obligations guaranteed by any state of
the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by either Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) (or, in the case of the Class
A-17 Certificates, without giving effect to the guaranty provided by Ambac)
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 (or, in the case of the
Class A-17 Certificates, without giving effect to the guaranty provided by
Ambac) (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) (or, in the case of the Class
A-17 Certificates, without giving effect to the guaranty provided by Ambac)
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) (or, in the case
of the Class A-17 Certificates without giving effect to the guaranty
provided by Ambac) by either Rating Agency; and
(viii) such other investments acceptable to each Rating Agency
as would not result in the downgrading of the rating then assigned to
the Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for
possible upgrading) (or, in the case of the Class A-17 Certificates,
without giving effect to the guaranty provided by Ambac) by either
Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Excess Bankruptcy Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Bankruptcy Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Aggregate Current Bankruptcy
Losses with respect to such Distribution Date exceed the then-applicable
Bankruptcy Loss Amount, then the portion of such Bankruptcy Loss represented by
the ratio of (a) the excess of the Aggregate Current Bankruptcy Losses over the
then-applicable Bankruptcy Loss Amount, divided by (b) the Aggregate Current
Bankruptcy Losses or (ii) if the Aggregate Current Bankruptcy Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Mortgage Loan on or after the Cross-Over Date will be an
Excess Bankruptcy Loss.
Excess Fraud Loss: With respect to any Distribution Date and any Mortgage
Loan as to which a Fraud Loss is realized in the month preceding the month of
such Distribution Date, (i) if the Aggregate Current Fraud Losses with respect
to such Distribution Date exceed the then-applicable Fraud Loss Amount, then the
portion of such Fraud Loss represented by the ratio of (a) the excess of the
Aggregate Current Fraud Losses over the then-applicable Fraud Loss Amount,
divided by (b) the Aggregate Current Fraud Losses, or (ii) if the Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Fraud Loss Amount, then zero. In addition, any
Fraud Loss occurring with respect to a Mortgage Loan on or after the Cross-Over
Date will be an Excess Fraud Loss.
Excess Special Hazard Loss: With respect to any Distribution Date and any
Mortgage Loan as to which a Special Hazard Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Aggregate Current
Special Hazard Losses with respect to such Distribution Date exceed the
then-applicable Special Hazard Loss Amount, then the portion of such Special
Hazard Loss represented by the ratio of (a) the excess of the Aggregate Current
Special Hazard Losses over the then-applicable Special Hazard Loss Amount,
divided by (b) the Aggregate Current Special Hazard Losses, or (ii) if the
Aggregate Current Special Hazard Losses with respect to such Distribution Date
are less than or equal to the then-applicable Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Mortgage
Loan on or after the Cross-Over Date will be an Excess Special Hazard Loss.
Exhibit F-1 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-3 Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3 hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation or any successor thereto.
Fidelity Bond: As defined in each of the Servicing Agreements.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.
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-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-PO, Class A-R, Class A-LR, Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates is July 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) 6.750%, (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.
Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per annum
rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such
Mortgage Loan minus the sum of (i) 6.750%, (ii) the 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 $14,506,748.55 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, partner, director or person performing similar functions.
Individual Class A-17 Certificate: A Class A-17 Certificate which evidences
$1,000 Original Principal Balance.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
Interest Accrual Amount: As to any Distribution Date and any Class of Class
A Certificates (other than the Class A-3, Class A-12, Class A-18 and Class A-PO
Certificates), (a) the product of (i) 1/12th of the Class A Pass-Through Rate
for such Class and (ii) the Principal Balance of such Class as of the
Determination Date preceding such Distribution Date minus (b) the Class A
Interest Percentage of such Class of (i) any Non-Supported Interest Shortfall
allocated to the Class A Certificates and the Premium Payment with respect to
such Distribution Date, (ii) the interest portion of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to the Class
A Certificates and the Premium Payment with respect to such Distribution Date
pursuant to Section 4.02(e) and (iii) 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 and the Premium Payment
on or after the Cross-Over Date pursuant to Section 4.02(e). As to any
Distribution Date and the Class A-3 Certificates, the Class A-3 Interest Accrual
Amount. As to any Distribution Date and the Class A-18 Certificates, the Class
A-18 Interest Accrual Amount. The Class A-12 and Class A-PO Certificates have no
Interest Accrual Amount.
As to any Distribution Date and any Class of Class B Certificates, an
amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class B Interest Percentage of such Class of
(x) any Non-Supported Interest Shortfall allocated to the Class B Certificates
with respect to such Distribution Date and (y) the interest portion of any
Excess Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocated to the Class B Certificates with respect to such Distribution Date
pursuant to Section 4.02(e).
Lehman Brothers: Lehman Brothers Inc., or its successor in interest.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or Trustee pursuant hereto respecting the
related Mortgage Loan, including any unreimbursed advances for real property
taxes or for property restoration or preservation of the related Mortgaged
Property. Liquidation Expenses shall not include any previously incurred
expenses in respect of an REO Mortgage Loan which have been netted against
related REO Proceeds.
Liquidation Proceeds: Amounts received by a Servicer (including Insurance
Proceeds) 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.
Living Holder: Beneficial Owner of the Class A-17 Certificates other than a
Deceased Holder.
Loan-to-Value Ratio: The ratio, expressed as a percentage, the numerator of
which is the principal balance of a particular Mortgage Loan at origination and
the denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.
Lower-Tier Distribution Amount: As defined in Section 4.01(a)(ii).
Lower-Tier REMIC: One of two separate REMICs comprising the Trust Estate,
the assets of which consist of the Mortgage Loans (other than Fixed Retained
Yield), such amounts as shall from time to time be held in the Certificate
Account (other than Fixed Retained Yield), the insurance policies, if any,
relating to a Mortgage Loan and property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure and the rights
of the Trustee under the Reserve Fund and the Policy.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Month End Interest: As defined in each Servicing Agreement or with respect
to the Merrill Lynch Credit Corp. 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 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
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1, F-2 and F-3, which list may be amended following the Closing Date
upon conveyance of a Substitute Mortgage Loan pursuant to Section 2.02 or 2.03
and which list shall set forth at a minimum the following information of the
close of business on the Cut-Off Date (or, with respect to Substitute Mortgage
Loans, as of the close of business on the day of substitution) as to each
Mortgage Loan:
(i) the Mortgage Loan identifying number;
(ii) the city, state and zip code of the Mortgaged Property;
(iii) the type of property;
(iv) the Mortgage Interest Rate;
(v) the Net Mortgage Interest Rate;
(vi) the Monthly Payment;
(vii) the original number of months to maturity;
(viii) the scheduled maturity date;
(ix) the Cut-Off Date Principal Balance;
(x) the Loan-to-Value Ratio at origination;
(xi) whether such Mortgage Loan is a Subsidy Loan;
(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;
(xiii) the Servicing Fee Rate;
(xiv) whether such Mortgage Loan is a T.O.P. Mortgage Loan;
(xv) the Master Servicing Fee;
(xvi) Fixed Retained Yield, if applicable; and
(xvii) for each Exhibit F-3 Mortgage Loan, the name of the Servicer
with respect thereto.
Such schedule may consist of multiple reports that collectively set forth
all of the information required.
Mortgage Loans: Each of the mortgage loans transferred and assigned to the
Trustee on the Closing Date pursuant to Section 2.01 and any mortgage loans
substituted therefor pursuant to Section 2.02 or 2.03, in each case as from time
to time are included in the Trust Estate as identified in the Mortgage Loan
Schedule.
Mortgage Note: The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.
Mortgaged Property: The property subject to a Mortgage, which may include
Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
Net Foreclosure Profits: As to any Distribution Date, the amount, if any,
by which (i) Aggregate Foreclosure Profits with respect to such Distribution
Date exceed (ii) Liquidated Loan Losses with respect to such Distribution Date.
Net Liquidation Proceeds: As to any defaulted Mortgage Loan, Liquidation
Proceeds net of Liquidation Expenses.
Net Mortgage Interest Rate: With respect to each Mortgage Loan, a rate
equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii) the sum
of (a) the Servicing Fee Rate, as set forth in Section 11.25 with respect to
such Mortgage Loan, (b) the Master Servicing Fee Rate, as set forth in Section
11.26 with respect to such Mortgage Loan and (c) the Fixed Retained Yield Rate,
if any, with respect to such Mortgage Loan. Any regular monthly computation of
interest at such rate shall be based upon annual interest at such rate on the
applicable amount divided by twelve.
Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of any
related expenses of the Servicer.
Non-permitted Foreign Holder: As defined in Section 5.02(d).
Non-PO Fraction: With respect to any Mortgage Loan, the lesser of (i) 1.00
and (ii) the quotient obtained by dividing the Net Mortgage Interest Rate for
such Mortgage Loan by 6.750%.
Nonrecoverable Advance: Any portion of a Periodic Advance previously made
or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the Servicer, the Master Servicer or the Trustee, as
the case may be, and which the Servicer, the Master Servicer or the Trustee
determines will not, or in the case of a proposed Periodic Advance would not, be
ultimately recoverable from Liquidation Proceeds or other recoveries in respect
of the related Mortgage Loan. The determination by the Servicer, the Master
Servicer or the Trustee (i) that it has made a Nonrecoverable Advance or (ii)
that any proposed Periodic Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officer's Certificate of the Servicer
delivered to the Master Servicer for redelivery to the Trustee or, in the case
of a Master Servicer determination, an Officer's Certificate of the Master
Servicer delivered to the Trustee, in each case detailing the reasons for such
determination.
Non-Supported Interest Shortfall: With respect to any Distribution Date,
the 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 and the Premium
Payment according to the percentage obtained by dividing the Class A Non-PO
Principal Balance by the sum of the Class A Non-PO Principal Balance and the
Class B Principal Balance and (b) the Class B Certificates according to the
percentage obtained by dividing the Class B Principal Balance by the sum of the
Class A Non-PO Principal Balance and the Class B Principal Balance.
Non-U.S. Person: As defined in Section 4.01(g).
Norwest Mortgage: Norwest Mortgage, Inc., or its successor in interest.
Norwest Mortgage Correspondents: The entities listed on the Mortgage Loan
Schedule, from which Norwest Mortgage purchased the Mortgage Loans.
Norwest Servicing Agreement: The Servicing Agreement providing for the
servicing of the Exhibit F-1 Mortgage Loans and Exhibit F-2 Mortgage Loans
initially by Norwest Mortgage.
Notice of Nonpayment: The notice to be delivered by the Trustee to Ambac
with respect to any Distribution Date as to which there is a Class A-17
Distribution Deficiency, which shall be in the form attached to the Policy.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Seller, a Servicer or the Master Servicer, or any
affiliate of the Seller, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.
Optimal Adjustment Event: With respect to any Class of Class B Certificates
and any Distribution Date, an Optimal Adjustment Event will occur with respect
to such Class if: (i) the Principal Balance of such Class on the Determination
Date succeeding such Distribution Date would have been reduced to zero
(regardless of whether such Principal Balance was reduced to zero as a result of
principal distribution or the allocation of Realized Losses) and (ii) (a) the
Principal Balance of any Class of Class A Certificates would be subject to
further reduction as a result of the third or 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-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class A-15, Class A-16, Class A-17, Class A-19, Class A-20, Class
A-R and Class A-LR Certificates, as set forth in Section 11.06.
Original Class A-3 Notional Amount: The Original Class A-3 Notional Amount,
as set forth in Section 11.05(a).
Original Class A-18 Notional Amount: The Original Class A-18 Notional
Amount, as set forth in Section 11.05(b).
Original Class B Principal Balance: The sum of the Original Class B-1
Principal Balance, Original Class B-2 Principal Balance, Original Class B-3
Principal Balance, Original Class B-4 Principal Balance, Original Class B-5
Principal Balance and Original Class B-6 Principal Balance, as set forth in
Section 11.14.
Original Class B-1 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-2 Principal
Balance, the Original Class B-3 Principal Balance, the Original Class B-4
Principal Balance, Original Class B-5 Principal Balance and the Original Class
B-6 Principal Balance by the sum of the Original Class A Non-PO Principal
Balance and the Original Class B Principal Balance. The Original Class B-1
Fractional Interest is specified in Section 11.16.
Original Class B-2 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-3 Principal
Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-2 Fractional Interest is specified in Section 11.17.
Original Class B-3 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-4 Principal
Balance, the Original Class B-5 Principal Balance and the Original Class B-6
Principal Balance by the sum of the Original Class A Non-PO Principal Balance
and the Original Class B Principal Balance. The Original Class B-3 Fractional
Interest is specified in Section 11.18.
Original Class B-4 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the sum of the Original Class B-5 Principal
Balance and the Original Class B-6 Principal Balance by the sum of the Original
Class A Non-PO Principal Balance and the Original Class B Principal Balance. The
Original Class B-4 Fractional Interest is specified in Section 11.19.
Original Class B-5 Fractional Interest: As to the first Distribution Date,
the percentage obtained by dividing the Original Class B-6 Principal Balance by
the sum of the Original Class A Non-PO Principal Balance and the Original Class
B Principal Balance. The Original Class B-5 Fractional Interest is specified in
Section 11.20.
Original Class B-1 Percentage: The Class B-1 Percentage as of the Cut-Off
Date, as set forth in Section 11.08.
Original Class B-2 Percentage: The Class B-2 Percentage as of the Cut-Off
Date, as set forth in Section 11.09.
Original Class B-3 Percentage: The Class B-3 Percentage as of the Cut-Off
Date, as set forth in Section 11.10.
Original Class B-4 Percentage: The Class B-4 Percentage as of the Cut-Off
Date, as set forth in Section 11.11.
Original Class B-5 Percentage: The Class B-5 Percentage as of the Cut-Off
Date, as set forth in Section 11.12.
Original Class B-6 Percentage: The Class B-6 Percentage as of the Cut-Off
Date, as set forth in Section 11.13.
Original Class B-1 Principal Balance: The Class B-1 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-2 Principal Balance: The Class B-2 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-3 Principal Balance: The Class B-3 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-4 Principal Balance: The Class B-4 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-5 Principal Balance: The Class B-5 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Class B-6 Principal Balance: The Class B-6 Principal Balance as of
the Cut-Off Date, as set forth in Section 11.15.
Original Principal Balance: Any of the Original Principal Balances of the
Classes of Class A Certificates as set forth in Section 11.05; the Original
Principal Balances of the Class A-5 Components as set forth in Section 11.05(c);
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 Trustee (or the
Custodian, if any) for each Mortgage Loan that contains the documents specified
in the Servicing Agreements under their respective "Owner Mortgage Loan File"
definition or similar definition and/or other provisions requiring delivery of
specified documents to the owner of the Mortgage Loan in connection with the
purchase thereof, and any additional documents required to be added to the Owner
Mortgage Loan File pursuant to this Agreement.
PAC Certificates: The Class A-1 Certificates and Class A-2 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the Trustee, as agent for
the Master Servicer, to make distributions to Certificateholders with respect to
the Certificates and to forward to Certificateholders the periodic and annual
statements required by Section 4.04. The Paying Agent may be any Person directly
or indirectly controlling or controlled by or under common control with the
Master Servicer and may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(a).
Payment Account: The account maintained pursuant to Section 4.03(b).
Percentage Interest: With respect to a Class A Certificate (other than
Class A-3 and Class A-18 Certificates), the undivided percentage interest
obtained by dividing the original principal balance of such Certificate by the
aggregate original principal balance of all Certificates of such Class of Class
A Certificates. With respect to a Class A-3 Certificate, the undivided
percentage interest obtained by dividing the Original Class A-3 Notional Amount
evidenced by such Certificate by the aggregate Original Class A-3 Notional
Amount. With respect to a Class A-18 Certificate, the undivided percentage
interest obtained by dividing the Original Class A-18 Notional Amount evidenced
by such Certificate by the aggregate Original Class A-18 Notional Amount. With
respect to a Class B Certificate, the undivided percentage interest obtained by
dividing the original principal balance of such Certificate by the aggregate
original principal balance of all Certificates of such Class of Class B
Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the Trustee hereunder, the amount of any such advances being
equal to the total of all Monthly Payments (adjusted, in each case (i) in
respect of interest, to the applicable Mortgage Interest Rate less the
applicable Servicing Fee in the case of Periodic Advances made by a Servicer and
to the applicable Net Mortgage Interest Rate in the case of Periodic Advances
made by the Master Servicer or Trustee and (ii) by the amount of any related
Debt Service Reductions or reductions in the amount of interest collectable from
the Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations then in effect) on the
Mortgage Loans, that (x) were delinquent as of the close of business on the
related Determination Date, (y) were not the subject of a previous Periodic
Advance by such Servicer or of a Periodic Advance by the Master Servicer or the
Trustee, as the case may be and (z) have not been determined by the Master
Servicer, such Servicer or Trustee to be Nonrecoverable Advances.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Plan: As defined in Section 5.02(c).
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.
Policy: The irrevocable Ambac Insurance Policy No. AB0179BE including any
endorsements thereto, issued by Ambac with respect to the Class A-17
Certificates, in the form attached hereto as Exhibit N.
Policy Payments Account: The account maintained pursuant to Section
4.08(b).
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
Trustee 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 Trustee 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 Trustee 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 Trustee;
(c) those portions of each payment of interest on a particular
Mortgage Loan which represent (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;
(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;
(e) all Unscheduled Principal Receipts received by the Servicers after
the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal Receipt,
and all related payments of interest on such amounts;
(f) all repurchase proceeds with respect to Mortgage Loans repurchased
by the Seller pursuant to Section 2.02 or 2.03 on or following the Due Date
in the month in which such Distribution Date occurs and the difference
between the unpaid principal balance of such Mortgage Loan substituted for
a defective Mortgage Loan during the month preceding the month in which
such Distribution Date occurs and the unpaid principal balance of such
defective Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;
(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Certificate
Account in respect of the Mortgage Loans, to the extent not covered by
clauses (a) through (h) above, or not required to be deposited in the
Certificate Account under this Agreement;
(j) Net Foreclosure Profits;
(k) Month End Interest; and
(l) the amount of any Recoveries in respect of principal which had
previously been allocated as a loss to one or more Classes of the Class A
or Class B Certificates pursuant to Section 4.02 other than Recoveries
covered by the last sentence of Section 4.02(d).
Pool Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest Rate of
6.750% or greater.
Premium Payment: As to any Distribution Date, (i) the product of (a) 1/12th
of 0.06% and (b) the Class A Principal Balance of the Class A-17 Certificates as
of the Determination Date immediately preceding such Distribution Date minus
(ii) the Premium Percentage 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 and
Ambac 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 and Ambac on or after the Cross-Over Date pursuant to Section
4.02(e). The Premium Payment will be an expense of the Lower-Tier REMIC.
Premium Percentage: As to any Distribution Date, the percentage calculated
by dividing the Premium Payment (determined without regard to clause (ii) of the
definition thereof) by the sum of (a) the Class A Interest Accrual Amount
(determined without regard to clause (ii) of the definition of each Interest
Accrual Amount) and (b) the Premium Payment (determined without regard to clause
(ii) of the definition of Premium Payment).
Premium Shortfall Amount: As to any Distribution Date, any amount by which
the Premium Payment with respect to such Distribution Date exceeds the amount
distributed to Ambac on such Distribution Date pursuant to Paragraph first of
Section 4.01(a)(i).
Premium Shortfall Percentage: As to any Distribution Date, the percentage
calculated by dividing the Premium Unpaid Shortfall by the sum of the Aggregate
Class A Unpaid Interest Shortfall and the Premium Unpaid Shortfall, in each case
determined as of the day preceding the applicable Distribution Date.
Premium Unpaid Shortfall: As to any Distribution Date, the amount, if any,
by which the aggregate of the Premium Shortfall Amounts for prior Distribution
Dates is in excess of the amounts distributed to Ambac on prior Distribution
Dates pursuant to Paragraph second of Section 4.01(a)(i).
Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor payment
consisting of a Principal Prepayment in the amount of the outstanding principal
balance of such loan and resulting in the full satisfaction of such obligation.
Prepayment Interest Shortfall: On any Distribution Date, the amount of
interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.
Prepayment Shift Percentage: As to any Distribution Date, the percentage
indicated below:
Distribution Date Occurring In Prepayment Shift Percentage
July 1998 through June 2003................. 0%
July 2003 through June 2004................. 30%
July 2004 through June 2005................. 40%
July 2005 through June 2006................. 60%
July 2006 through June 2007................. 80%
July 2007 and thereafter.................... 100%
Principal Accretion Amount: With respect to any Class of Accrual
Certificates and as to any Distribution Date prior to the applicable Accretion
Termination Date, an amount with respect to such Class equal to the sum of the
amounts calculated pursuant to clauses (i) and (ii) of the definition of Accrual
Distribution Amount with respect to such Distribution Date.
Principal Adjustment: In the event that the Class B-1 Optimal Principal
Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount,
Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class
B-6 Optimal Principal Amount is calculated in accordance with the proviso in
such definition with respect to any Distribution Date, the Principal Adjustment
for such Class of Class B Certificates shall equal the difference between (i)
the amount that would have been distributed to such Class as principal in
accordance with Section 4.01(a) for such Distribution Date, calculated without
regard to such proviso and assuming there are no Principal Adjustments for such
Distribution Date and (ii) the Adjusted Principal Balance for such Class.
Principal Balance: As of the first Determination Date and as to any Class
of Class A Certificates (other than the Class A-3, Class A-5 and Class A-18
Certificates) or Class A-5 Component, the Original Principal Balance of such
Class or Component. 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-3, Class A-5, Class A-18 and Class A-PO Certificates) or Class A-5
Component, the Original Principal Balance of such Class or Component (increased
in the case of a Class of Accrual Certificates by the Principal Accretion
Amounts with respect to prior Distribution Dates for such Class of Accrual
Certificates) less the sum of (a) all amounts previously distributed in respect
of such Class or Component on prior Distribution Dates (i) pursuant to Paragraph
third clause (A) of Section 4.01(a), (ii) as a result of a Principal Adjustment
and (iii), if applicable, from the Accrual Distribution Amounts for such prior
Distribution Dates and (b) the Realized Losses allocated through such
Determination Date to such Class or Component 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 or Component 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.
The Principal Balance of the Class A-5 Certificates at any time will be
equal to the sum of the Principal Balances of the Class A-5 Components. The
Class A-3 and Class A-18 Certificates are interest-only Certificates and have no
Principal Balances.
As of any subsequent Determination Date prior to the Cross-Over Date and as
to the Class A-PO Certificates, the Original Principal Balance of such Class
less the sum of (a) all amounts previously distributed in respect of the Class
A-PO Certificates on prior Distribution Dates pursuant to Paragraphs third
clause (B) and fourth of Section 4.01(a) and (b) the Realized Losses allocated
through such Determination Date to the Class A-PO Certificates pursuant to
Section 4.02(b). After the Cross-Over Date, such Principal Balance will also be
reduced on each Determination Date by an amount equal to the difference, if any,
between such Principal Balance as of such Determination Date without regard to
this sentence and the Adjusted Pool Amount (PO Portion) for the preceding
Distribution Date.
As to the Class B Certificates, the Class B-1 Principal Balance, Class B-2
Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance,
Class B-5 Principal Balance and Class B-6 Principal Balance, respectively.
Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which is
received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.
Prior Month Receipt Period: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.
Priority Amount: For any Distribution Date, the lesser of (i) the Principal
Balance of the Class A-19 Certificates and (ii) the sum of (A) the product of
(1) the Priority Percentage, (2) the Shift Percentage and (3) the Scheduled
Principal Amount and (B) the product of (1) the Priority Percentage, (2) the
Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
Priority Percentage: The lesser of (i) 100% or (ii) the sum of the
Principal Balance of the Class A-19 Certificates and $48,300,000 divided by the
Pool Balance (Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class A Certificates and Class B-1 Certificates are
DCR and S&P. 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, Ambac 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, 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.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Reserve Fund: The non-interest bearing trust account established with the
Trustee and maintained by the Trustee for the benefit of the Class A-17
Certificateholders pursuant to Section 4.06. The Reserve Fund shall be an
Eligible Account.
Reserve Withdrawal: With respect to any Distribution Date, the lesser of
(a) the amount on deposit in the Reserve Fund and (b) the amount of
Non-Supported Interest Shortfalls allocated to the Class A-17 Certificates.
Responsible Officer: When used with respect to the Trustee, the Chairman or
Vice-Chairman of the Board of Directors or Trustees, the Chairman or
Vice-Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller and any Assistant Controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject.
Rounding Account: The special account established with the Trustee and
maintained by the Trustee pursuant to Section 4.07(e). The Rounding Account
shall be an Eligible Account.
Rounding Amount: With respect to any Distribution Date, the amount, if any,
required to be withdrawn from the Rounding Account pursuant to Section 4.07(e).
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
S&P: Standard & Poor's
Scheduled Certificates: The Class A-4 Certificates, Class A-5 Certificates,
Class A-8 Certificates, Class A-13 Certificates, Class A-14 Certificates and
Class A-15 Certificates.
Scheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(i) and y(iv) of the definition of
Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Percentage.
Schedule I Reduction Amount: As defined in Section 4.01(b).
Schedule II Reduction Amount: As defined in Section 4.01(b).
Scheduled Principal Balance: As to any Mortgage Loan and Distribution Date,
the principal balance of such Mortgage Loan as of the Due Date in the month
preceding the month of such Distribution Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.
Seller: Norwest Asset Securities Corporation, or its successor in interest.
Senior Accrual Amount: With respect to any Distribution Date, the sum of
the Class A Interest Accrual Amount and the Premium Payment.
Senior Optimal Amount: As to any Distribution Date, the sum for such
Distribution Date of (a) the Class A Non-PO Optimal Amount and (b) the Class
A-PO Optimal Principal Amount.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
Servicers: Each of Norwest Mortgage, People's Bank, The Huntington Mortgage
Company, FT Mortgage Companies, First Bank National Association, Farmers State
Bank and Trust Company of Superior, National City Mortgage Company, Banc One
Mortgage Corp., Bank of Oklahoma, N.A., Citicorp Mortgage, Inc., North Fork
Bank, Brenton Mortgage Inc., First Nationwide Mortgage Co., Merrill Lynch Credit
Corp. and Suntrust Mortgage Inc., as Servicer under the related Servicing
Agreement.
Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.
Servicing Fee: With respect to any Servicer, as defined in its Servicing
Agreement.
Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.25.
Servicing Officer: Any officer of a Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans.
Shift Percentage: As to any Distribution Date, the percentage indicated
below:
Distribution Date Occurring In Shift Percentage
- ------------------------------ ----------------
July 1998 through June 2003.................. 0%
July 2003 and thereafter................... 100%
Similar Law: As defined in Section 5.02(c).
Single Certificate: A Certificate of any Class that evidences the smallest
permissible Denomination for such Class, as set forth in Section 11.24.
Special Hazard Loss: (i) A Liquidated Loan Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy maintained in respect of such
Mortgaged Property pursuant to a Servicing Agreement and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) infidelity, conversion or other dishonest act on the part of the
Trustee 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
$7,253,374.28 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to the Class B Certificates in accordance with Section 4.02(a)
and (ii) the Special Hazard Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-Off Date, the Special
Hazard Adjustment Amount shall be calculated and shall be equal to the amount,
if any, by which the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Special Hazard Adjustment Amount
for such anniversary) exceeds the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the outstanding principal
balance of all the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (B) twice the outstanding principal balance of the Mortgage
Loan in the Trust Estate which has the largest outstanding principal balance on
the Distribution Date immediately preceding such anniversary and (C) that which
is necessary to maintain the original ratings on the Certificates as evidenced
by letters to that effect delivered by Rating Agencies to the Master Servicer
and the Trustee. On and after the Cross-Over Date, the Special Hazard Loss
Amount shall be zero.
Special Hazard Percentage: As of each anniversary of the Cut-Off Date, the
greater of (i) 1.00% and (ii) the largest percentage obtained by dividing the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans as of the immediately
preceding Distribution Date.
Startup Day: As defined in Section 2.05.
Subordinated Percentage: As to any Distribution Date, the percentage which
is the difference between 100% and the Class A Percentage for such date.
Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Account (other than any Fixed
Retained Yield), and the rights of the Trustee, to receive the proceeds of all
insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement, property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure and the rights of the Trustee under the Reserve Fund and the Policy.
None of the Reserve Fund, the Policy or the Policy Payments Account shall be
part of the Upper-Tier REMIC or Lower-Tier REMIC comprised by the Trust Estate.
Trustee: First Union National Bank, a national banking association, or any
successor Trustee appointed as herein provided.
Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest Shortfalls,
the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid Interest
Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4 Unpaid
Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class B-6
Unpaid Interest Shortfall.
Unscheduled Principal Amount: The sum for each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust
Estate) of the product of (A) the Non-PO Fraction for such Mortgage Loan and (B)
the sum of the amounts described in clauses y(ii) and y(iii) of the definition
of Class A Non-PO Optimal Principal Amount, but without such amounts being
multiplied by the Class A Prepayment Percentage.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than the
Class A-LR Certificate) and the Class B Certificates.
Upper-Tier Certificate Account: The trust account established and
maintained pursuant to Section 4.01(e).
Upper-Tier REMIC: One of the two separate REMICs comprising the Trust
Estate, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier
Certificate Account.
U.S. Person: As defined in Section 4.01(g).
Voting Interest: With respect to any provisions hereof providing for the
action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, the Class A-3 and Class A-18
Certificates will each be entitled to 1% of the aggregate Voting Interest
represented by all Certificates and each remaining Class of Certificates will be
entitled to a pro rata portion of the remaining Voting Interest equal to the
ratio obtained by dividing the Principal Balance of such Class by the sum of the
Class A Principal Balance and the Class B Principal Balance. Each
Certificateholder of a Class will have a Voting Interest equal to the product of
the Voting Interest to which such Class is collectively entitled and the
Percentage Interest in such Class represented by such Holder's Certificates.
With respect to any provisions hereof providing for action, consent or approval
of each Class of Certificates or specified Classes of Certificates, each
Certificateholder of a Class will have a Voting Interest in such Class equal to
such Holder's Percentage Interest in such Class.
Weighted Average Net Mortgage Interest Rate: As to any Distribution Date, a
rate per annum equal to the average, expressed as a percentage of the Net
Mortgage Interest Rates of all Mortgage Loans that were Outstanding Mortgage
Loans as of the Due Date in the month preceding the month of such Distribution
Date, weighted on the basis of the respective Scheduled Principal Balances of
such Mortgage Loans.
Section 1.02. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, if made in the manner provided in this Section 1.02. The
Trustee shall promptly notify the Master Servicer in writing of the receipt of
any such instrument or writing.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. When such execution is by
a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and neither the Trustee, the Seller
nor the Master Servicer shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee, the
Seller or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.
Section 1.03. Effect of Headings and Table of Contents.
The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.
Section 1.04. Benefits of Agreement.
Nothing in this Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates and Ambac any benefit
or any legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest (other than
the portion, if any, representing the Fixed Retained Yield) and principal
received by the Seller on or with respect to the Mortgage Loans after the
Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans and
(d) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the Trustee, as initial
Custodian, on or before the Closing Date, an Owner Mortgage Loan File. If any
Mortgage or an assignment of a Mortgage to the Trustee or any prior assignment
is in the process of being recorded on the Closing Date, the Seller shall
deliver a copy thereof, certified by 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 Trustee
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
Trustee any other original mortgage loan document to be included in the Owner
Mortgage Loan File if a copy thereof has been delivered. The Seller shall pay
from its own funds, without any right of reimbursement therefor, the amount of
any costs, liabilities and expenses incurred by the Trust Estate by reason of
the failure of the Seller to cause to be delivered to the Trustee within one (1)
year following the Closing Date any original Mortgage or assignment of a
Mortgage not delivered to the Trustee on the Closing Date.
In lieu of recording an assignment of any Mortgage the Seller may, to the
extent set forth in the applicable Servicing Agreement, deliver or cause to be
delivered to the Trustee the assignment of the Mortgage Loan from the Seller to
the Trustee in a form suitable for recordation, together with an Opinion of
Counsel to the effect that recording is not required to protect the Trustee's
right, title and interest in and to the related Mortgage Loan or, in case a
court should recharacterize the sale of the Mortgage Loans as a financing, to
perfect a first priority security interest in favor of the Trustee in the
related Mortgage Loan. In the event that the Master Servicer receives notice
that recording is required to protect the right, title and interest of the
Trustee in and to any such Mortgage Loan for which recordation of an assignment
has not previously been required, the Master Servicer shall promptly notify the
Trustee and the Trustee shall within five Business Days (or such other
reasonable period of time mutually agreed upon by the Master Servicer and the
Trustee) of its receipt of such notice deliver each previously unrecorded
assignment to the related Servicer for recordation.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt of the Mortgage Notes, the Mortgages, the
assignments and other documents required to be delivered on the Closing Date
pursuant to Section 2.01 above and declares that it holds and will hold such
documents and the other documents constituting a part of the Owner Mortgage Loan
Files delivered to it in trust, upon the trusts herein set forth, for the use
and benefit of all present and future Certificateholders. The Trustee agrees,
for the benefit of Certificateholders, to review each Owner Mortgage Loan File
within 45 days after execution of this Agreement in order to ascertain that all
required documents set forth in Section 2.01 have been executed and received and
appear regular on their face, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, and in so doing the Trustee may
rely on the purported due execution and genuineness of any such document and on
the purported genuineness of any signature thereon. If within such 45 day period
the Trustee finds any document constituting a part of an Owner Mortgage Loan
File not to have been executed or received or to be unrelated to the Mortgage
Loans identified in the Mortgage Loan Schedule or not to appear regular on its
face, the Trustee shall promptly (and in no event more than 30 days after the
discovery of such defect) notify the Seller, which shall have a period of 60
days after the date of such notice within which to correct or cure any such
defect. The Seller hereby covenants and agrees that, if any material defect is
not so corrected or cured, the Seller will, not later than 60 days after the
Trustee's notice to it referred to above respecting such defect, either (i)
repurchase the related Mortgage Loan or any property acquired in respect thereof
from the Trust Estate at a price equal to (a) 100% of the unpaid principal
balance of such Mortgage Loan plus (b) accrued interest at the Mortgage Interest
Rate, less any Fixed Retained Yield, through the last day of the month in which
such repurchase takes place or (ii) if within two years of the Startup Day, or
such other period permitted by the REMIC Provisions, substitute for any Mortgage
Loan to which such material defect relates, a new mortgage loan (a "Substitute
Mortgage Loan") having such characteristics so that the representations and
warranties of the Seller set forth in Section 2.03(b) hereof (other than Section
2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan
originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan
have an unpaid principal balance, as of the date of substitution, greater than
the Scheduled Principal Balance (reduced by the scheduled payment of principal
due on the Due Date in the month of substitution) of the Mortgage Loan for which
it is substituted. In addition, such Substitute Mortgage Loan shall have a
Loan-to-Value Ratio less than or equal to and a Mortgage Interest Rate equal to
that of the Mortgage Loan for which it is substituted.
In the case of a repurchased Mortgage Loan or property, the purchase price
shall be deposited by the Seller in the Certificate Account maintained by the
Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage
Loan, the Owner Mortgage Loan File relating thereto shall be delivered to the
Trustee and the Substitution Principal Amount, together with (i) interest on
such Substitution Principal Amount at the applicable Net Mortgage Interest Rate
to the following Due Date of such Mortgage Loan which is being substituted for
and (ii) an amount equal to the aggregate amount of unreimbursed Periodic
Advances in respect of interest previously made by the Servicer, the Master
Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited
in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan
for the Due Date in the month of substitution shall not be part of the Trust
Estate. Upon receipt by the Trustee of written notification of any such deposit
signed by an officer of the Seller, or the new Owner Mortgage Loan File, as the
case may be, the Trustee shall release to the Seller the related Owner Mortgage
Loan File and shall execute and deliver such instrument of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
Seller legal and beneficial ownership of such substituted or repurchased
Mortgage Loan or property. It is understood and agreed that the obligation of
the Seller to substitute a new Mortgage Loan for or repurchase any Mortgage Loan
or property as to which such a material defect in a constituent document exists
shall constitute the sole remedy respecting such defect available to the
Certificateholders or the Trustee on behalf of the Certificateholders. The
failure of the Trustee to give any notice contemplated herein within forty-five
(45) days after the execution of this Agreement shall not affect or relieve the
Seller's obligation to repurchase any Mortgage Loan pursuant to this Section
2.02.
The Trustee may, concurrently with the execution and delivery hereof or at
any time thereafter, enter into a Custodial Agreement substantially in the form
of Exhibit E hereto pursuant to which the Trustee appoints a Custodian to hold
the Mortgage Notes, the Mortgages, the assignments and other documents related
to the Mortgage Loans received by the Trustee in trust for the benefit of all
present and future Certificateholders, which may provide, among other things,
that the Custodian shall conduct the review of such documents required under the
first paragraph of this Section 2.02.
Section 2.03. Representations and Warranties of the Master
Servicer and the Seller.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of execution of this
Agreement:
(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach
of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Seller, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its properties
or might have consequences that would affect its performance hereunder; and
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian.
(b) The Seller hereby represents and warrants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:
(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;
(ii) Immediately prior to the transfer and assignment contemplated
herein, the Seller was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of
any nature and has full right and authority to sell and assign the same;
(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special assessments
not yet due and payable and liens or interests arising under or as a result
of any federal, state or local law, regulation or ordinance relating to
hazardous wastes or hazardous substances, and, if the related Mortgaged
Property is a condominium unit, any lien for common charges permitted by
statute or homeowners association fees; and if the Mortgaged Property
consists of shares of a cooperative housing corporation, any lien for
amounts due to the cooperative housing corporation for unpaid assessments
or charges or any lien of any assignment of rents or maintenance expenses
secured by the real property owned by the cooperative housing corporation;
and any security agreement, chattel mortgage or equivalent document related
to, and delivered to the Trustee or to the Custodian with, any Mortgage
establishes in the Seller a valid and subsisting first lien on the property
described therein and the Seller has full right to sell and assign the same
to the Trustee;
(iv) Neither the Seller nor any prior holder of the Mortgage or the
related Mortgage Note has modified the Mortgage or the related Mortgage
Note in any material respect, satisfied, canceled or subordinated the
Mortgage in whole or in part, released the Mortgaged Property in whole or
in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case as
is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01;
(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Seller has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;
(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Seller makes no representations), so
as to affect adversely the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to
the best of the Seller's knowledge, there is no proceeding pending or
threatened for the total or partial condemnation of the Mortgaged Property;
(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that
this warranty shall be deemed not to have been made at the time of the
initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Seller;
(viii) Except for Mortgage Loans secured by Co-op Shares and Mortgage
Loans secured by residential long-term leases, the Mortgaged Property
consists of a fee simple estate in real property; all of the improvements
which are included for the purpose of determining the appraised value of
the Mortgaged Property lie wholly within the boundaries and building
restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against
under the related title insurance policy); and to the best of the Seller's
knowledge, the Mortgaged Property and all improvements thereon comply with
all requirements of any applicable zoning and subdivision laws and
ordinances;
(ix) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and
the Mortgage Loan is not usurious;
(x) To the best of the Seller's knowledge, all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including, but not limited to, certificates of
occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities;
(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the Cut-Off Date;
(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at
law); and, to the best of the Seller's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage has been duly and
properly executed by the Mortgagor;
(xiii) Any and all requirements of any federal, state or local law
with respect to the origination of the Mortgage Loans including, without
limitation, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity or disclosure laws applicable
to the Mortgage Loans have been complied with;
(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;
(xv) The Mortgage Loan (except (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 Trustee, of the Seller's interest in such
mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such
mortgagee title insurance policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Trustee, no claims
have been made under such mortgagee title insurance policy, and no prior
holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgagee title
insurance policy;
(xvi) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to FNMA or FHLMC against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in
an amount which is not less than the lesser of 100% of the insurable value
of the Mortgaged Property and the outstanding principal balance of the
Mortgage Loan, but in no event less than the minimum amount necessary to
fully compensate for any damage or loss on a replacement cost basis; if the
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project; if upon origination of the
Mortgage Loan, the improvements on the Mortgaged Property were in an area
identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (A) the
outstanding principal balance of the Mortgage Loan, (B) the full insurable
value of the Mortgaged Property and (C) the maximum amount of insurance
which was available under the National Flood Insurance Act of 1968, as
amended; and each Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor's cost and expense;
(xvii) To the best of the Seller's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; the
Seller has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has been
commenced with respect to the Mortgage Loan;
(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage Note
or Mortgage unenforceable, in whole or in part, or subject it to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;
(xix) Each Mortgage Note is payable in monthly payments, resulting in
complete amortization of the Mortgage Loan over a term of not more than 360
months;
(xx) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation
arising from any bankruptcy, insolvency or other law for the relief of
debtors), and there is no homestead or other exemption available to the
Mortgagor which would interfere with such right of foreclosure;
(xxi) To the best of the Seller's knowledge, no Mortgagor is a debtor
in any state or federal bankruptcy or insolvency proceeding;
(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;
(xxiii) The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code;
(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Trustee in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;
(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with 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 Trustee and shall inure to the benefit of the Trustee
notwithstanding any restrictive or qualified endorsement or assignment.
(c) Upon discovery by either the Seller, the Master Servicer, the Trustee
or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and that
such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). Within 60 days of the earlier
of its discovery or its receipt of notice of any such breach, the Seller shall
cure such breach in all material respects or shall either (i) repurchase the
Mortgage Loan or any property acquired in respect thereof from the Trust Estate
at a price equal to (A) 100% of the unpaid principal balance of such Mortgage
Loan plus (B) accrued interest at the Net Mortgage Interest Rate for such
Mortgage Loan through the last day of the month in which such repurchase took
place or (ii) if within two years of the Startup Day, or such other period
permitted by the REMIC Provisions, substitute for such Mortgage Loan in the
manner described in Section 2.02. The purchase price of any repurchase described
in this paragraph and the Substitution Principal Amount, if any, plus accrued
interest thereon and the other amounts referred to in Section 2.02, shall be
deposited in the Certificate Account. It is understood and agreed that the
obligation of the Seller to repurchase or substitute for any Mortgage Loan or
property as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders, and such
obligation shall survive until termination of the Trust Estate hereunder.
Section 2.04. Execution and Delivery of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Owner Mortgage Loan Files to it, and, concurrently with such
delivery, (i) acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and
Certificateholders and (ii) has executed and delivered to or upon the order of
the Seller, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests together with all other assets included in the definition of "Trust
Estate", receipt of which is hereby acknowledged, Certificates in authorized
denominations which, together with the Uncertificated Lower-Tier Interests,
evidence ownership of the entire Trust Estate.
Section 2.05. Designation of Certificates; Designation of Startup Day and Latest
Possible Maturity Date.
The Seller hereby designates the Classes of Class A Certificates (other
than the Class A-R and Class A-LR Certificates) and the Classes of Class B
Certificates as classes of "regular interests" and the Class A-R Certificate as
the single class of "residual interest" in the Upper-Tier REMIC for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby
further designates the Class A-L1 Interest, Class A-L2 Interest, Class A-L4
Interest, Class A-L12 Interest, Class A-L14 Interest, Class A-L15 Interest,
Class A-L17 Interest, Class A-LPO Interest, Class A-LUR Interest, Class B-L1
Interest, Class B-L2 Interest, Class B-L3 Interest, Class B-L4 Interest, Class
B-L5 Interest and Class B-L6 Interest as classes of "regular interests" and the
Class A-LR Certificate as the single class of "residual interest" in the
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively. The Closing Date is hereby designated as the "Startup Day" of each
of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Code Section
860G(a)(9). The "latest possible maturity date" of the regular interests in the
Upper-Tier REMIC and Lower-Tier REMIC is July 25, 2028 for purposes of Code
Section 860G(a)(1).
<PAGE>
ARTICLE III
ADMINISTRATION OF THE TRUST ESTATE: SERVICING
OF THE MORTGAGE LOANS
Section 3.01. Certificate Account.
(a) The Master Servicer shall establish and maintain a Certificate Account
for the deposit of funds received by the Master Servicer with respect to the
Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Seller of the location of
the Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Certificate Account on the
day of receipt thereof all amounts received by it from any Servicer pursuant to
any of the Servicing Agreements, and shall, in addition, deposit into the
Certificate Account the following amounts, in the case of amounts specified in
clause (i), not later than the Distribution Date on which such amounts are
required to be distributed to Certificateholders and, in the case of the amounts
specified in clause (ii), not later than the Business Day next following the day
of receipt and posting by the Master Servicer:
(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d); and
(ii) in the case of any Mortgage Loan that is repurchased by the
Seller pursuant to Section 2.02 or 2.03 or that is auctioned by the Master
Servicer pursuant to Section 3.08 or purchased by the Master Servicer
pursuant to Section 3.08 or 9.01, the purchase price therefor or, where
applicable, any Substitution Principal Amount and any amounts received in
respect of the interest portion of unreimbursed Periodic Advances.
(c) The Master Servicer shall cause the funds in the Certificate Account to
be invested in Eligible Investments. No such Eligible Investments will be sold
or disposed of at a gain prior to maturity unless the Master Servicer has
received an Opinion of Counsel or other evidence satisfactory to it that such
sale or disposition will not cause the Trust Estate to be subject to Prohibited
Transactions Tax, otherwise subject the Trust Estate to tax, or cause either of
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC while
any Certificates are outstanding. Any amounts deposited in the Certificate
Account prior to the Distribution Date shall be invested for the account of the
Master Servicer and any investment income thereon shall be additional
compensation to the Master Servicer for services rendered under this Agreement.
The amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02. Permitted Withdrawals from the Certificate Account.
(a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the Trustee or any Servicer for
Periodic Advances made by the Master Servicer or the Trustee pursuant to
Section 3.03(a) or any Servicer pursuant to any Servicing Agreement with
respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;
(ii) to reimburse any Servicer, the Master Servicer or the Trustee for
any Periodic Advances determined in good faith to have become
Nonrecoverable Advances provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from the assets of the Trust Estate;
(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;
(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular Mortgage
Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to
the Master Servicer;
(v) to reimburse the Master Servicer, any Servicer or the Trustee (or,
in certain cases, the Seller) for expenses incurred by it (including taxes
paid on behalf of the Trust Estate) and recoverable by or reimbursable to
it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the second sentence of
Section 8.14(a) or pursuant to such Servicer's Servicing Agreement,
provided such expenses are "unanticipated" within the meaning of the REMIC
Provisions;
(vi) to pay to the Seller or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02 or 2.03 or auctioned
pursuant to Section 3.08 or to pay to the Master Servicer with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased pursuant to Section 3.08 or 9.01, all amounts received thereon
and not required to be distributed as of the date on which the related
repurchase or purchase price or Scheduled Principal Balance was determined;
(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;
(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;
(ix) to pay to the Master Servicer or any Servicer out of Liquidation
Proceeds allocable to interest the amount of any unpaid Master Servicing
Fee or Servicing Fee (as adjusted pursuant to the related Servicing
Agreement) and any unpaid assumption fees, late payment charges or other
Mortgagor charges on the related Mortgage Loan;
(x) to withdraw from the Certificate Account any amount deposited in
the Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate the Certificate Account pursuant to
Section 9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on account
of interest or other recovery (including Net REO Proceeds) with respect to
a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the Certificate Account.
Section 3.03. Advances by Master Servicer and Trustee.
(a) In the event an Other Servicer fails to make any required Periodic
Advances of principal and interest on a Mortgage Loan as required by the related
Other Servicing Agreement prior to the Distribution Date occurring in the month
during which such Periodic Advance is due, the Master Servicer shall make
Periodic Advances to the extent provided hereby. In 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 Trustee shall, to the extent required by Section 8.15, make such
Periodic Advance to the extent provided hereby, provided that the Trustee has
previously received the certificate of the Master Servicer described in the
following sentence. The Master Servicer shall certify to the Trustee with
respect to any such Distribution Date (i) the amount of Periodic Advances
required of 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 Trustee or Master Servicer is required to advance hereunder
and (iv) whether the Master Servicer has determined that it reasonably believes
that such Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the
Trustee or Master Servicer shall be deposited in the Certificate Account on the
related Distribution Date. Notwithstanding the foregoing, neither the Master
Servicer nor the Trustee will be obligated to make a Periodic Advance that it
reasonably believes to be a Nonrecoverable Advance. The Trustee may conclusively
rely for any determination to be made by it hereunder upon the determination of
the Master Servicer as set forth in its certificate.
(b) To the extent an Other Servicer fails to make an advance on account of
the taxes or insurance premiums with respect to a Mortgage Loan required
pursuant to the related Other Servicing Agreement, the Master Servicer shall, if
the Master Servicer knows of such failure of the Servicer, advance such funds
and take such steps as are necessary to pay such taxes or insurance premiums. To
the extent 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 Trustee that such
failure has occurred. Upon receipt of such certification, the Trustee shall
advance such funds and take such steps as are necessary to pay such taxes or
insurance premiums.
(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).
(d) Except as provided in Section 3.03(a) and (b), neither the Master
Servicer nor the Trustee shall be required to pay or advance any amount which
any Servicer was required, but failed, to deposit in the Certificate Account.
Section 3.04. Trustee to Cooperate;
Release of Owner Mortgage Loan Files.
Upon the receipt by the Master Servicer of a Request for Release in
connection with the deposit by a Servicer into the Certificate Account of the
proceeds from a Liquidated Loan or of a Prepayment in Full, the Master Servicer
shall confirm to the Trustee that all amounts required to be remitted to the
Certificate Account in connection with such Mortgage Loan have been so
deposited, and shall deliver such Request for Release to the Trustee. The
Trustee shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File to the Master Servicer or
such Servicer, as requested by the Master Servicer. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the Trustee and the Trustee shall, within five Business Days, release the
related Owner Mortgage Loan File to the Master Servicer or such Servicer, as
requested by the Master Servicer. Any such Request for Release shall obligate
the Master Servicer or such Servicer, as the case may be, to return each and
every document previously requested from the Owner Mortgage Loan File to the
Trustee by the twenty-first day following the release thereof, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account or (ii) the Owner
Mortgage Loan File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of the Master Servicer or
such Servicer certifying as to the name and address of the Person to which such
Owner Mortgage Loan File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of an Officer's Certificate of the
Master Servicer or such Servicer stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Request for Release shall be released by the Trustee to the Master Servicer
or such Servicer, as appropriate.
Upon written certification of the Master Servicer or the Servicer of a
Mortgage Loan, the Trustee shall execute and deliver to the Master Servicer or
such Servicer, as directed by the Master Servicer, court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure proceeding
or trustee's sale.
Section 3.05. Reports to the Trustee; Annual Compliance Statements.
(a) Not later than 15 days after each Distribution Date, the Master
Servicer shall deliver to the Trustee a statement setting forth the status of
the Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from such account for each category of deposit and
withdrawal specified in Sections 3.01 and 3.02. Such statement may be in the
form of the then current 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 Trustee to any Certificateholder upon written
request, provided such statement is delivered, or caused to be delivered, by the
Master Servicer to the Trustee.
(b) The Master Servicer shall deliver to the Trustee on or before April 30
of each year, a certificate signed by an officer of the Master Servicer,
certifying that (i) such officer has reviewed the activities of the Master
Servicer during the preceding calendar year or portion thereof and its
performance under this agreement and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has performed and fulfilled
its duties, responsibilities and obligations under this agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof, and, (iii)
(A) the Master Servicer has received from each Servicer any financial
statements, officer's certificates, accountant's statements or other information
required to be provided to the Master Servicer pursuant to the related Servicing
Agreement and (B) to the best of such officer's knowledge, based on a review of
the information provided to the Master Servicer by each Servicer as described in
(iii)(A) above, each Servicer has performed and fulfilled its duties,
responsibilities and obligations under the related Servicing Agreement in all
material respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying each
such default known to such officer and the nature and status thereof. Copies of
such officers' certificate shall be provided by the Trustee to any
Certificateholder upon written request provided such certificate is delivered,
or caused to be delivered, by the Master Servicer to the Trustee.
Section 3.06. Title, Management and Disposition of Any REO Mortgage Loan.
The Master Servicer shall ensure that each REO Mortgage Loan is
administered by the related Servicer at all times so that it qualifies as
"foreclosure property" under the REMIC Provisions and that it does not earn any
"net income from foreclosure property" which is subject to tax under the REMIC
Provisions. In the event that a Servicer is unable to dispose of any REO
Mortgage Loan within the period mandated by each of the Servicing Agreements,
the Master Servicer shall monitor such Servicer to verify that such REO Mortgage
Loan is auctioned to the highest bidder within the period so specified. In the
event of any such sale of REO Mortgage Loan, the Trustee shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such sale or auction into the Certificate Account, release or cause
to be released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the REO Mortgage
Loan and the Trustee shall have no further responsibility with regard to such
Owner Mortgage Loan File or Servicer Mortgage Loan File. Neither the Trustee,
the Master Servicer nor any Servicer, acting on behalf of the Trust Estate,
shall provide financing from the Trust Estate to any purchaser of an REO
Mortgage Loan.
Section 3.07. Amendments to Servicing Agreements,
Modification of Standard Provisions.
(a) Subject to the prior written consent of the Trustee pursuant to Section
3.07(b), the Master Servicer from time to time may, to the extent permitted by
the applicable Servicing Agreement, make such modifications and amendments to
such Servicing Agreement as the Master Servicer deems necessary or appropriate
to confirm or carry out more fully the intent and purpose of such Servicing
Agreement and the duties, responsibilities and obligations to be performed by
the Servicer thereunder. Such modifications may only be made if they are
consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel.
Prior to the issuance of any modification or amendment, the Master Servicer
shall deliver to the Trustee such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.
(b) The Trustee shall consent to any amendment or supplement to a Servicing
Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which
consent and amendment shall not require the consent of any Certificateholder if
it is (i) for the purpose of curing any mistake or ambiguity or to further
effect or protect the rights of the Certificateholders or (ii) for any other
purpose, provided such amendment or supplement for such other purpose cannot
reasonably be expected to adversely affect Certificateholders. The lack of
reasonable expectation of an adverse effect on Certificateholders may be
established through the delivery to the Trustee of (i) an Opinion of Counsel to
such effect or (ii) written notification from each Rating Agency to the effect
that such amendment or supplement will not result in reduction of the current
rating assigned by that Rating Agency to the Certificates. Notwithstanding the
two immediately preceding sentences, the Trustee may, in its discretion, decline
to enter into or consent to any such supplement or amendment if its own rights,
duties or immunities shall be adversely affected.
(c)(i) Notwithstanding anything to the contrary in this Section 3.07, the
Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day) or (B) to the Norwest Servicing Agreement for the purpose of
changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day).
(ii) The Master Servicer may direct Norwest Mortgage to enter into an
amendment to the Norwest Servicing Agreement for the purposes described in
Sections 3.07(c)(i)(B) and 10.01(b)(iii).
Section 3.08. Oversight of Servicing.
The Master Servicer shall supervise, monitor and oversee the servicing of
the Mortgage Loans by each Servicer and the performance by each Servicer of all
services, duties, responsibilities and obligations that are to be observed or
performed by the Servicer under its respective Servicing Agreement. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices and with the Trustee's and
the Certificateholders' reliance on the Master Servicer, and in a manner
consistent with the terms and provisions of any insurance policy required to be
maintained by the Master Servicer or any Servicer pursuant to this Agreement or
any Servicing Agreement. The Master Servicer acknowledges that prior to taking
certain actions required to service the Mortgage Loans, each Servicing Agreement
provides that the Servicer thereunder must notify, consult with, obtain the
consent of or otherwise follow the instructions of the Master Servicer. The
Master Servicer is also given authority to waive compliance by a Servicer with
certain provisions of its Servicing Agreement. In each such instance, the Master
Servicer shall promptly instruct such Servicer or otherwise respond to such
Servicer's request. In no event will the Master Servicer instruct such Servicer
to take any action, give any consent to action by such Servicer or waive
compliance by such Servicer with any provision of such Servicer's Servicing
Agreement if any resulting action or failure to act would be inconsistent with
the requirements of the Rating Agencies that rated the Certificates or would
otherwise have an adverse effect on the Certificateholders. Any such action or
failure to act shall be deemed to have an adverse effect on the
Certificateholders if such action or failure to act either results in (i) the
downgrading of the rating assigned by any Rating Agency to the Certificates,
(ii) the loss by the Upper-Tier REMIC or the Lower-Tier REMIC of REMIC status
for federal income tax purposes or (iii) the imposition of any Prohibited
Transaction Tax or any federal taxes on either the Upper-Tier REMIC, the
Lower-Tier REMIC or the Trust Estate. The Master Servicer shall have full power
and authority in its sole discretion to take any action with respect to the
Trust Estate as may be necessary or advisable to avoid the circumstances
specified including clause (ii) or (iii) of the preceding sentence.
For the purposes of determining whether any modification of a Mortgage Loan
shall be permitted by the Trustee 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 Trustee an Opinion of Counsel (at the expense of the party
seeking to modify the Mortgage Loan) to the effect that such modification would
not be treated as giving rise to a new debt instrument for federal income tax
purposes as described in the preceding sentence.
During the term of this Agreement, the Master Servicer shall consult fully
with each Servicer as may be necessary from time to time to perform and carry
out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to encourage such Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by it under
its Servicing Agreement.
The relationship of the Master Servicer to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.
The Master Servicer shall administer the Trust Estate on behalf of the
Trustee and shall have full power and authority, acting alone or (subject to
Section 6.06) through one or more subcontractors, to do any and all things in
connection with such administration which it may deem necessary or desirable.
Upon the execution and delivery of this Agreement, and from time to time as may
be required thereafter, the Trustee shall furnish the Master Servicer or its
subcontractors with any powers of attorney and such other documents as may be
necessary or appropriate to enable the Master Servicer to carry out its
administrative duties hereunder.
The Seller shall 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 Trustee the certification required by
Section 3.04 and the Trustee and the Custodian, if any, shall promptly release
to the Seller the Owner Mortgage Loan File relating to the Mortgage Loan being
repurchased.
In the event that (i) the Master Servicer determines at any time that,
notwithstanding the representations and warranties set forth in Section 2.03(b),
any Mortgage Loan is not a "qualified mortgage" within the meaning of Section
860G of the Code and (ii) the Master Servicer is unable to enforce the
obligation of the Seller to purchase such Mortgage Loan pursuant to Section 2.02
within two months of such determination, the Master Servicer shall cause such
Mortgage Loan to be auctioned to the highest bidder and sold out of the Trust
Estate no later than the date 90 days after such determination. In the event of
any such sale of a Mortgage Loan, the Trustee shall, at the written request of
the Master Servicer and upon being supported with appropriate forms therefor,
within five Business Days of the deposit by the Master Servicer of the proceeds
of such auction into the Certificate Account, release or cause to be released to
the entity identified by the Master Servicer the related Owner Mortgage Loan
File and Servicer Mortgage Loan File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the auction purchaser title to the Mortgage Loan and the
Trustee shall have no further responsibility with regard to such Owner Mortgage
Loan File or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trustee, shall provide
financing from the Trust Estate to any purchaser of a Mortgage Loan.
The Master Servicer, on behalf of the Trustee, shall, pursuant to the
Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the Upper-Tier REMIC or
Lower-Tier REMIC.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) (without, in
the case of the Class A-17 Certificates, giving effect to the guaranty provided
by Ambac) 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 Trustee is obligated to
make an advance pursuant to Section 3.03 and (ii) the Trustee 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 Trustee shall terminate the Norwest Servicing Agreement without the
recommendation of the Master Servicer. The Master Servicer shall indemnify the
Trustee and hold it harmless from and against any and all claims, liabilities,
costs and expenses (including, without limitation, reasonable attorneys' fees)
arising out of, or assessed against the Trustee in connection with termination
of such Servicing Agreement at the direction of the Master Servicer. If the
Trustee terminates such Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. Until such time
as the Trustee enters into a substitute servicing agreement with respect to the
Mortgage Loans previously serviced by such Servicer, the Master Servicer shall
assume, satisfy, perform and carry out all obligations which otherwise were to
have been satisfied, performed and carried out by such Servicer under its
terminated Servicing Agreement. However, in no event shall the Master Servicer
be deemed to have assumed the obligations of a Servicer to advance payments of
principal and interest on a delinquent Mortgage Loan in excess of the Master
Servicer's independent Periodic Advance obligation under Section 3.03 of this
Agreement. As compensation for the Master Servicer of any servicing obligations
fulfilled or assumed by the Master Servicer, the Master Servicer shall be
entitled to any servicing compensation to which a Servicer would have been
entitled if the Servicing Agreement with such Servicer had not been terminated.
Section 3.10. Application of Net Liquidation Proceeds.
For all purposes under this agreement, Net Liquidation Proceeds received
from a Servicer shall be allocated first to accrued and unpaid interest on the
related Mortgage Loan and then to the unpaid principal balance thereof.
Section 3.11. 1934 Act Reports.
The Master Servicer shall, on behalf of the Seller, make all filings
required to be made by the Seller with respect to the Class A Certificates
(other than the Class A-PO Certificates) and the Class B-1, Class B-2 and Class
B-3 Certificates pursuant to the Securities Exchange Act of 1934, as amended.
<PAGE>
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS
Section 4.01. Distributions.
(a)(i) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:
first, to the Classes of Class A Certificates and to Ambac, pro rata, based
upon their respective Interest Accrual Amounts and the Premium Payment,
respectively, in an aggregate amount up to the sum of the Class A Interest
Accrual Amount and the Premium Payment with respect to such Distribution Date;
provided that prior to the applicable Accretion Termination Date, an amount
equal to the amount that would otherwise be distributable in respect of interest
to each Class of Accrual Certificates pursuant to this provision will instead be
distributed in reduction of the Principal Balances of certain Classes of Class A
Certificates, in each case in accordance with Section 4.01(b);
second, to the Classes of Class A Certificates and to Ambac, pro rata,
based upon their respective Class A Unpaid Interest Shortfalls and Premium
Unpaid Shortfall, respectively, in an aggregate amount up to the sum of the
Aggregate Class A Unpaid Interest Shortfall and Premium Unpaid Shortfall;
provided that prior to the applicable Accretion Termination Date, an amount
equal to the amount that would otherwise be distributable in respect of unpaid
interest shortfalls to each Class of Accrual Certificates pursuant to this
provision will instead be distributed in reduction of the Principal Balances of
certain Classes of Class A Certificates, in each case in accordance with Section
4.01(b);
third, concurrently, to the Class A Certificates (other than the Class A-PO
Certificates) and the Class A-PO Certificates, pro rata, based on their
respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (A) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (B) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;
fourth, to the Class A-PO Certificates in an amount up to the Class A-PO
Deferred Amount from amounts otherwise distributable (without regard to this
Paragraph fourth) first to the Class B-6 Certificates pursuant to Paragraph
twenty-second, below, second to the Class B-5 Certificates pursuant to Paragraph
nineteenth, below, third to the Class B-4 Certificates pursuant to Paragraph
sixteenth, below, fourth to the Class B-3 Certificates pursuant to Paragraph
thirteenth, below, fifth to the Class B-2 Certificates pursuant to Paragraph
tenth below, and sixth to the Class B-1 Certificates pursuant to Paragraph
seventh below;
fifth, to the Class B-1 Certificates in an amount up to the Interest
Accrual Amount for the Class B-1 Certificates with respect to such Distribution
Date;
sixth, to the Class B-1 Certificates in an amount up to the
Class B-1 Unpaid Interest Shortfall;
seventh, to the Class B-1 Certificates in an amount up to the Class B-1
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-1 Certificates pursuant to this Paragraph seventh will be reduced by
the amount, if any, that would have been distributable to the Class B-1
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eighth, to the Class B-2 Certificates in an amount up to the Interest
Accrual Amount for the Class B-2 Certificates with respect to such Distribution
Date;
ninth, to the Class B-2 Certificates in an amount up to the Class B-2
Unpaid Interest Shortfall;
tenth, to the Class B-2 Certificates in an amount up to the Class B-2
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-2 Certificates pursuant to this Paragraph tenth will be reduced by
the amount, if any, that would have been distributable to the Class B-2
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
eleventh, to the Class B-3 Certificates in an amount up to the Interest
Accrual Amount for the Class B-3 Certificates with respect to such Distribution
Date;
twelfth, to the Class B-3 Certificates in an amount up to the Class B-3
Unpaid Interest Shortfall;
thirteenth, to the Class B-3 Certificates in an amount up to the Class B-3
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-3 Certificates pursuant to this Paragraph thirteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-3
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
fourteenth, to the Class B-4 Certificates in an amount up to the Interest
Accrual Amount for the Class B-4 Certificates with respect to such Distribution
Date;
fifteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Unpaid Interest Shortfall;
sixteenth, to the Class B-4 Certificates in an amount up to the Class B-4
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-4 Certificates pursuant to this Paragraph sixteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-4
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
seventeenth, to the Class B-5 Certificates in an amount up to the Interest
Accrual Amount for the Class B-5 Certificates with respect to such Distribution
Date;
eighteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Unpaid Interest Shortfall;
nineteenth, to the Class B-5 Certificates in an amount up to the Class B-5
Optimal Principal Amount; provided, however, that the amount distributable to
the Class B-5 Certificates pursuant to this Paragraph nineteenth will be reduced
by the amount, if any, that would have been distributable to the Class B-5
Certificates hereunder used to pay the Class A-PO Deferred Amount as provided in
Paragraph fourth above;
twentieth, to the Class B-6 Certificates in an amount up to the Interest
Accrual Amount for the Class B-6 Certificates with respect to such Distribution
Date;
twenty-first, to the Class B-6 Certificates in an amount up to the Class
B-6 Unpaid Interest Shortfall;
twenty-second, to the Class B-6 Certificates in an amount up to the Class
B-6 Optimal Principal Amount; provided, however, that the amount distributable
to the Class B-6 Certificates pursuant to this Paragraph twenty-second will be
reduced by the amount, if any, that would have been distributable to the Class
B-6 Certificates hereunder used to pay the Class A-PO Deferred Amount as
provided in Paragraph fourth above; and
twenty-third, to the Holder of the Class A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
A-LR Certificate, any amounts remaining in the Payment Account.
Notwithstanding the foregoing, after the Principal Balance or notional
amount of any Class (other than the Class A-R or Class A-LR Certificates) has
been reduced to zero, such Class will be entitled to no further distributions of
principal or interest (including, without limitation, any Unpaid Interest
Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class A-LR
Certificate.
With respect to any Distribution Date, the amount of the Principal
Adjustment, if any, attributable to any Class of Class B Certificates will be
allocated to the Classes of Class A Certificates (other than the Class A-3,
Class A-18 and Class A-PO Certificates) and any Class of Class B Certificates
with a lower numerical designation pro rata based on their Principal Balances.
(ii)Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest shall receive distributions in respect of interest (or, in
the case of the Class A-L12 Interest (with respect to the Class A-16
Certificates) and Class A-L4 Interest (with respect to the Class A-6, Class A-7,
Class A-9, Class A-10 and Class A-11 Certificates) as described below shall have
such amounts added to their principal balances) in an amount equal to the
Interest Accrual Amounts and Unpaid Interest Shortfalls, as the case may be, in
respect of its Corresponding Upper-Tier Class or Classes, in each case to the
extent actually distributed (or, in the case of a Class of Accrual Certificates,
added to their Principal Balance) thereon. Such amounts distributed to the
Uncertificated Lower-Tier Interests in respect of principal and interest with
respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest equals the Principal Balances of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class A-L1 Interest, Class A-L2
Interest, Class B-L1 Interest, Class BL-2 Interest, Class BL-3 Interest, Class
BL-4 Interest, Class BL-5 Interest and Class BL-6 Interest shall be 6.750% per
annum. The pass-through rate with respect to the Class A-L4 Interest shall be
7.000% per annum. The pass-through rate with respect to the Class A-L14 Interest
shall be 6.700% per annum. The pass-through rate with respect to the Class A-L15
Interest shall be 8.000% per annum. The pass-through rate with respect to the
Class A-L17 Interest shall be 6.690% per annum. The Class A-L12 Interest and
Class A-LPO Interest are principal-only interests and are not entitled to
distributions of interest. Any Non-Supported Interest Shortfalls will be
allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
(b) The Class A-3 and Class A-18 Certificates are interest-only
Certificates and are not entitled to distributions in respect of principal.
On each Distribution Date occurring prior to the Cross-Over Date, the Class
A Non-PO Principal Distribution Amount will be allocated among and distributed
in reduction of the Principal Balances of the Classes of Class A Certificates
(other than the Class A-PO Certificates) in accordance with the following
priorities.
I. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-6 Certificates, the Accrual Distribution Amount for the
Class A-6 Certificates will be allocated as follows:
first, concurrently, to the Class A-4 Certificates and the Class A-5-A
Component, pro rata, up to their respective Schedule I Reduction Amounts
for such Distribution Date;
second, to the Class A-5-B Component up to its Reduction Amount for
such Distribution Date;
third, concurrently, to the Class A-4 Certificates and the Class A-5-A
Component, pro rata, up to their respective Schedule II Reduction Amounts
for such Distribution Date; and
fourth, to the Class A-6 Certificates, until the Principal Balance
thereof has been reduced to zero;
II. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-7 Certificates, the Accrual Distribution Amount for the
Class A-7 Certificates will be allocated as follows:
first, concurrently, to the Class A-4 Certificates and the Class A-5-A
Component, pro rata, up to their respective Schedule I Reduction Amounts
for such Distribution Date;
second, to the Class A-5-B Component up to its Reduction Amount for
such Distribution Date;
third, concurrently, to the Class A-4 Certificates and the Class A-5-A
Component, pro rata, up to their respective Schedule II Reduction Amounts
for such Distribution Date;
fourth, to the Class A-6 Certificates, until the Principal Balance
thereof has been reduced to zero;
fifth, concurrently, to the Class A-4 Certificates and the Class A-5-A
Component, pro rata, without regard to their respective Schedule I or
Schedule II Reduction Amounts for such Distribution Date, until the
Principal Balances thereof have been reduced to zero;
sixth, to the Class A-5-B Component, without regard to its Reduction
Amount, until the Principal Balance thereof has been reduced to zero; and
seventh, to the Class A-7 Certificates, until the Principal Balance
thereof has been reduced to zero;
III. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-9 Certificates, the Accrual Distribution Amount for the
Class A-9 Certificates will be allocated as follows:
first, to the Class A-8 Certificates up to their Schedule I Reduction
Amount for such Distribution Date; and
second, to the Class A-9 Certificates, until the Principal Balance
thereof has been reduced to zero;
IV. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-10 Certificates, the Accrual Distribution Amount for the
Class A-10 Certificates will be allocated as follows:
first, to the Class A-8 Certificates up to their Schedule I Reduction
Amount for such Distribution Date;
second, to the Class A-9 Certificates, until the Principal Balance
thereof has been reduced to zero;
third, to the Class A-8 Certificates up to their Schedule II Reduction
Amount for such Distribution Date; and
fourth, to the Class A-10 Certificates, until the Principal Balance
thereof has been reduced to zero;
V. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-11 Certificates, the Accrual Distribution Amount for the
Class A-11 Certificates will be allocated as follows:
first, to the Class A-8 Certificates up to their Schedule I Reduction
Amount for such Distribution Date;
second, to the Class A-9 Certificates, until the Principal Balance
thereof has been reduced to zero;
third, to the Class A-8 Certificates up to their Schedule II Reduction
Amount for such Distribution Date;
fourth, to the Class A-10 Certificates, until the Principal Balance
thereof has been reduced to zero;
fifth, to the Class A-8 Certificates, without regard to their Schedule
I or Schedule II Reduction Amounts, until the Principal Balance thereof has
been reduced to zero; and
sixth, to the Class A-11 Certificates, until the Principal Balance
thereof has been reduced to zero;
VI. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class A-16 Certificates, the Accrual Distribution Amount for the
Class A-16 Certificates will be allocated as follows:
first, concurrently, to the Class A-13, Class A-14 and Class A-15
Certificates, pro rata, up to their respective Reduction Amounts for such
Distribution Date; and
second, to the Class A-16 Certificates, until the Principal Balance
thereof has been reduced to zero;
VII. The Class A Non-PO Principal Amount will be allocated as follows:
first, to the Class A-19 Certificates up to the Priority Amount for
such Distribution Date;
second, concurrently, as follows:
(A) 43.1043285085%, sequentially, as follows:
(i) sequentially, to the Class A-1 and Class A-2
Certificates, in that order, up to their respective PAC Principal
Amounts for such Distribution Date;
(ii) concurrently, as follows:
(a) 3.5714285714% of the amount remaining to be
distributed under priority VII second (A) after the payment
of the PAC Principal Amounts for such Distribution Date, to
the Class A-12 Certificates, until the Principal Balance
thereof has been reduced to zero;
(b) 96.4285714286% of the amount remaining to be
distributed under priority VII second (A) after the payment
of the PAC Principal Amounts for such Distribution Date,
concurrently, as follows:
(1) 66.2143646100%, of the amount to be
distributed under priority VII second (A) (ii) (b) for
such Distribution Date, sequentially, as follows:
first, to the Class A-8 Certificates up
to their Schedule I Reduction Amount for such Distri-
bution Date;
second, to the Class A-9 Certificates,
until the Principal Balance thereof has been reduced
to zero;
third, to the Class A-8 Certificates up
to their Schedule II Reduction Amount for such Distri-
bution Date;
fourth, to the Class A-10 Certificates,
until the Principal Balance thereof has been reduced
to zero;
fifth, to the Class A-8 Certificates,
without regard to their Schedule I or Schedule II
Reduction Amounts, until the Principal Balance thereof
have been reduced to zero; and
sixth, to the Class A-11 Certificates,
until the Principal Balance thereof has been reduced
to zero;
(2) 3.7856353900% of the amount to be distribu-
ted under priority VII second (A)(ii)(b) for
such Distribution Date, sequentially, as follows:
first, concurrently, to the Class A-4
Certificates and the Class A-5-A Component, pro rata,
up to their respective Schedule I Reduction Amounts
for such Distribution Date;
second, to the Class A-5-B Component up
to its Reduction Amount for such Distribution Date;
third, concurrently, to the Class A-4
Certificates and the Class A-5-A Component, pro rata,
up to their respective Schedule II Reduction Amounts
for such Distribution Date;
fourth, to the Class A-6 Certificates,
until the Principal Balance thereof has been reduced
to zero;
fifth, concurrently, to the Class A-4
Certificates and the Class A-5-A Component, pro rata,
without regard to their respective Schedule I or
Schedule II Reduction Amounts for such Distribution
Date, until the Principal Balances thereof have been
reduced to zero;
sixth, to the Class A-5-B Component,
without regard to its Reduction Amount, until the
Principal Balance thereof has been reduced to zero;
and
seventh, to the Class A-7 Certificates,
until the Principal Balance thereof has been reduced
to zero; and
(iii) sequentially, to the Class A-1 and Class A-2
Certificates, in that order, without regard to their respective
PAC Principal Amounts for such Distribution Date, until the
Principal Balance of each such Class has been reduced to zero;
(B) 56.8956714915%, sequentially, as follows:
(i) on each Distribution Date, on and after the Distribution
Date in July 2001, an amount up to $20,000 to the Class A-17
Certificates, until the Principal Balance thereof has been
reduced to zero;
(ii) concurrently, to the Class A-13, Class A-14 and Class
A-15 Certificates, pro rata, up to their respective Reduction
Amounts for such Distribution Date;
(iii) to the Class A-16 Certificates, until the Principal
Balance thereof has been reduced to zero;
(iv) concurrently, to the Class A-13, Class A-14 and Class
A-15 Certificates, pro rata, without regard to their respective
Reduction Amounts for such Distribution Date, until the Principal
Balance of each such Class has been reduced to zero;
(v) concurrently, 42.00% to the Class A-17 Certificates and
58.00% to the Class A-20 Certificates, until the Principal
Balance of the Class A-20 Certificates has been reduced to zero;
and
(vi) to the Class A-17 Certificates, until the Principal
Balance thereof has been reduced to zero;
third, sequentially, to the Class A-R and Class A-LR Certificates, in
that order, until the Principal Balance of each such Class has been reduced
to zero; and
fourth, to the Class A-19 Certificates, without regard to their
Priority Amount, until the Principal Balance thereof has been reduced to
zero.
As used above, the "PAC Principal Amount" for any Distribution Date and for
any Class of PAC Certificates means the amount, if any, that would reduce the
Principal Balance of such Class to the percentage of its Original Principal
Balance shown in the tables set forth below with respect to such Distribution
Date.
As used above, the "Reduction Amount" for any Distribution Date and the
Class A-5-B Component and the Class A-13, Class A-14 and Class A-15 Certificates
means the amount, if any, that would reduce the Principal Balance of such Class
or Component to the percentage of its Original Principal Balance shown in the
related table set forth below with respect to such Distribution Date.
As used above, the "Schedule I Reduction Amount" for any
Distribution Date and the Class A-5-A Component and the Class A-4 and Class A-8
Certificates means the amount, if any, that would reduce the Principal Balance
of each such Class or Component to the percentage of its Original Principal
Balance shown in the related Schedule I table set forth below with respect to
such Distribution Date.
As used above, the "Schedule II Reduction Amount" for any
Distribution Date and the Class A-5-A Component and the Class A-4 and Class A-8
Certificates means the amount, if any, that would reduce the Principal Balance
of each such Class or Component to the percentage of its Original Principal
Balance shown in the related Schedule II table set forth below with respect to
such Distribution Date.
The following tables set forth for each Distribution Date the planned
Principal Balances for the PAC Certificates and the scheduled Principal Balances
for the Scheduled Certificates and the Class A-5 Components, expressed as a
percentage of the Original Principal Balance of such Class or Component.
<PAGE>
Planned Principal Balances
as Percentages of Initial Principal Balance
Class A-1 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including September 2000...... 69.25379736 February 2002....... 28.23146896
May 1999............ 100.00000000 October 2000........ 66.79108307 March 2002.......... 25.92334691
June 1999........... 98.60935199 November 2000....... 64.29585065 April 2002.......... 23.62690267
July 1999........... 97.14427108 December 2000....... 61.80524306 May 2002............ 21.34207704
August 1999......... 95.60538313 January 2001........ 59.32723950 June 2002........... 19.06881116
September 1999...... 93.99332038 February 2001....... 56.86177588 July 2002........... 16.80704647
October 1999........ 92.30877666 March 2001.......... 54.40878853 August 2002......... 14.55672473
November 1999....... 90.55248552 April 2001.......... 51.96821404 September 2002...... 12.31778800
December 1999....... 88.72519076 May 2001............ 49.53998938 October 2002........ 10.09017863
January 2000........ 86.82767265 June 2001........... 47.12405180 November 2002....... 7.87383930
February 2000....... 84.86077917 July 2001........... 44.72033894 December 2002....... 5.66871299
March 2000.......... 82.82544251 August 2001......... 42.32878875 January 2003........ 3.47474297
April 2000.......... 80.72272772 September 2001...... 39.94933949 February 2003....... 1.29187279
May 2000............ 78.55359084 October 2001........ 37.58192973 March 2003
June 2000........... 76.31978645 November 2001....... 35.22649839 and thereafter.. 0.00000000
July 2000........... 74.02350228 December 2001....... 32.88298474
August 2000......... 71.66725207 January 2002........ 30.55132830
<CAPTION>
Class A-2 Certificates
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Up to and including March 2004.......... 52.47231902 May 2005............ 12.80150474
February 2003....... 100.00000000 April 2004.......... 48.95937509 June 2005........... 10.68410526
March 2003.......... 98.20573289 May 2004............ 45.46750926 July 2005........... 9.53990377
April 2003.......... 93.79968089 June 2004........... 41.99662018 August 2005......... 8.44903288
May 2003............ 89.41592047 July 2004........... 38.84948233 September 2005...... 7.38843589
June 2003........... 85.05433904 August 2004......... 35.80890982 October 2005........ 6.35734140
July 2003........... 81.34703552 September 2004...... 32.87212037 November 2005....... 5.35499674
August 2003......... 77.66174848 October 2004........ 30.03639864 December 2005....... 4.38066766
September 2003...... 73.99837129 November 2004....... 27.29909467 January 2006........ 3.43363771
October 2003........ 70.35679797 December 2004....... 24.65762233 February 2006....... 2.51320792
November 2003....... 66.73692301 January 2005........ 22.10945786 March 2006.......... 1.61869636
December 2003....... 63.13864160 February 2005....... 19.65213833 April 2006.......... 0.74943772
January 2004........ 59.56184950 March 2005.......... 17.28326041 May 2006
February 2004....... 56.00644298 April 2005.......... 15.00047871 and thereafter.. 0.00000000
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class A-4 Certificates
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.51374913 April 2003.......... 73.95049575 January 2008........ 38.14133650
August 1998......... 98.95941222 May 2003............ 73.63583338 February 2008....... 37.33650731
September 1998...... 98.33712166 June 2003........... 73.32431597 March 2008.......... 36.53517034
October 1998........ 97.64705325 July 2003........... 73.04947941 April 2008.......... 35.73729272
November 1998....... 96.88942628 August 2003......... 72.77751606 May 2008............ 34.94284159
December 1998....... 96.06450334 September 2003...... 72.50838894 June 2008........... 34.15178441
January 1999........ 95.17259034 October 2003........ 72.24206134 July 2008........... 33.36408863
February 1999....... 94.21403634 November 2003....... 71.97849684 August 2008......... 32.57972197
March 1999.......... 93.18923338 December 2003....... 71.71765916 September 2008...... 31.79865225
April 1999.......... 92.09861616 January 2004........ 71.45951234 October 2008........ 31.02084744
May 1999............ 90.94266194 February 2004....... 71.20402066 November 2008....... 30.24627563
June 1999........... 90.68672231 March 2004.......... 70.95114856 December 2008....... 29.47490509
July 1999........... 90.41816772 April 2004.......... 70.70086075 January 2009........ 28.70670422
August 1999......... 90.13719331 May 2004............ 70.45312222 February 2009....... 27.94164159
September 1999...... 89.84400325 June 2004........... 70.20789809 March 2009.......... 27.17968584
October 1999........ 89.53881991 July 2004........... 69.91443375 April 2009.......... 26.42080581
November 1999....... 89.22187975 August 2004......... 69.59385053 May 2009............ 25.66497050
December 1999....... 88.89342813 September 2004...... 69.24702750 June 2009........... 24.91214894
January 2000........ 88.55372359 October 2004........ 68.87482147 July 2009........... 24.16231038
February 2000....... 88.20304319 November 2004....... 68.47806722 August 2009......... 23.41542422
March 2000.......... 87.84168475 December 2004....... 68.05757841 September 2009...... 22.67145991
April 2000.......... 87.46997478 January 2005........ 67.61414772 October 2009........ 21.93038709
May 2000............ 87.08822675 February 2005....... 67.14854763 November 2009....... 21.19217553
June 2000........... 86.69689544 March 2005.......... 66.66153066 December 2009....... 20.45679513
July 2000........... 86.29651200 April 2005.......... 66.15383000 January 2010........ 19.72421588
August 2000......... 85.88766384 May 2005............ 65.62616000 February 2010....... 18.99440791
September 2000...... 85.47098025 June 2005........... 65.07921641 March 2010.......... 18.26734150
October 2000........ 85.04796563 July 2005........... 64.30937006 April 2010.......... 17.54298706
November 2000....... 84.62159263 August 2005......... 63.52880216 May 2010............ 16.82131509
December 2000....... 84.19823331 September 2005...... 62.74529831 June 2010........... 16.10229619
January 2001........ 83.77922391 October 2005........ 61.95906172 July 2010........... 15.38590116
February 2001....... 83.36451869 November 2005....... 61.17028956 August 2010......... 14.67210088
March 2001.......... 82.95407228 December 2005....... 60.37917319 September 2010...... 13.96086628
April 2001.......... 82.54783959 January 2006........ 59.58589809 October 2010........ 13.25216850
May 2001............ 82.14577588 February 2006....... 58.79064428 November 2010....... 12.54597878
June 2001........... 81.74783666 March 2006.......... 57.99358622 December 2010....... 11.84226847
July 2001........... 81.35397778 April 2006.......... 57.19489313 January 2011........ 11.14100897
August 2001......... 80.96415550 May 2006............ 56.36233069 February 2011....... 10.44217188
September 2001...... 80.57832619 June 2006........... 55.28161075 March 2011.......... 9.74572884
October 2001........ 80.19644669 July 2006........... 54.30124525 April 2011.......... 9.05165172
November 2001....... 79.81847406 August 2006......... 53.32647109 May 2011............ 8.35991231
December 2001....... 79.44436563 September 2006...... 52.35723975 June 2011........... 7.67048266
January 2002........ 79.07407913 October 2006........ 51.39350303 July 2011........... 6.98333488
February 2002....... 78.70757247 November 2006....... 50.43521303 August 2011......... 6.29844116
March 2002.......... 78.34480391 December 2006....... 49.48232209 September 2011...... 5.61577384
April 2002.......... 77.98573200 January 2007........ 48.53478284 October 2011........ 4.93530531
May 2002............ 77.63031556 February 2007....... 47.59254819 November 2011....... 4.25700813
June 2002........... 77.27851366 March 2007.......... 46.65557125 December 2011....... 3.58085491
July 2002........... 76.93028572 April 2007.......... 45.72380547 January 2012........ 2.90681834
August 2002......... 76.58559138 May 2007............ 44.79720453 February 2012....... 2.23487128
September 2002...... 76.24439059 June 2007........... 43.87572234 March 2012.......... 1.56498663
October 2002........ 75.90664353 July 2007........... 43.04551231 April 2012.......... 0.89713741
November 2002....... 75.57231075 August 2007......... 42.21902944 May 2012............ 0.23129672
December 2002....... 75.24135291 September 2007...... 41.39623966 June 2012
January 2003........ 74.91373109 October 2007........ 40.57710909 and thereafter.... 0.00000000
February 2003....... 74.58940656 November 2007....... 39.76160406
March 2003.......... 74.26834084 December 2007....... 38.94969100
<CAPTION>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class A-4 Certificates
Schedule II
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.51374913 July 2002........... 52.60403069 July 2006........... 17.80309650
August 1998......... 98.95941222 August 2002......... 51.23310575 August 2006......... 17.17922869
September 1998...... 98.33712166 September 2002...... 49.89796222 September 2006...... 16.56504541
October 1998........ 97.64705325 October 2002........ 48.59796363 October 2006........ 15.96034841
November 1998....... 96.88942628 November 2002....... 47.33248344 November 2006....... 15.36494278
December 1998....... 96.06450334 December 2002....... 46.10090494 December 2006....... 14.77863688
January 1999........ 95.17259034 January 2003........ 44.90262103 January 2007........ 14.20124228
February 1999....... 94.21403634 February 2003....... 43.73703416 February 2007....... 13.63257372
March 1999.......... 93.18923338 March 2003.......... 42.60355606 March 2007.......... 13.07244894
April 1999.......... 92.09861616 April 2003.......... 41.50160778 April 2007.......... 12.52068888
May 1999............ 90.94266194 May 2003............ 40.43061934 May 2007............ 11.97711741
June 1999........... 90.68672231 June 2003........... 39.39002978 June 2007........... 11.44156131
July 1999........... 90.41816772 July 2003........... 38.62544809 July 2007........... 11.07413009
August 1999......... 90.13719331 August 2003......... 37.88810113 August 2007......... 10.70952841
September 1999...... 89.84400325 September 2003...... 37.17746097 September 2007...... 10.34769559
October 1999........ 89.53881991 October 2003........ 36.49300803 October 2007........ 9.98857181
November 1999....... 89.22187975 November 2003....... 35.83423094 November 2007....... 9.63209803
December 1999....... 88.89342813 December 2003....... 35.20062641 December 2007....... 9.27821597
January 2000........ 88.55372359 January 2004........ 34.59169919 January 2008........ 8.92686825
February 2000....... 88.20304319 February 2004....... 34.00696181 February 2008....... 8.57799813
March 2000.......... 87.84168475 March 2004.......... 33.44593459 March 2008.......... 8.23154969
April 2000.......... 87.46997478 April 2004.......... 32.90814538 April 2008.......... 7.88746778
May 2000............ 87.08822675 May 2004............ 32.39312956 May 2008............ 7.54569797
June 2000........... 86.69689544 June 2004........... 31.90042994 June 2008........... 7.20618653
July 2000........... 86.29651200 July 2004........... 31.44345950 July 2008........... 6.86888050
August 2000......... 85.88766384 August 2004......... 30.97719709 August 2008......... 6.53372753
September 2000...... 85.47098025 September 2004...... 30.50213134 September 2008...... 6.20067606
October 2000........ 85.04796563 October 2004........ 30.01873503 October 2008........ 5.86967513
November 2000....... 84.62159263 November 2004....... 29.52746575 November 2008....... 5.54067453
December 2000....... 84.19823331 December 2004....... 29.02876609 December 2008....... 5.21362463
January 2001........ 83.77922391 January 2005........ 28.52306425 January 2009........ 4.88847650
February 2001....... 82.05254956 February 2005....... 28.01077425 February 2009....... 4.56518181
March 2001.......... 79.96553019 March 2005.......... 27.49229641 March 2009.......... 4.24369288
April 2001.......... 77.92679409 April 2005.......... 26.96801772 April 2009.......... 3.92396266
May 2001............ 75.93550997 May 2005............ 26.43831219 May 2009............ 3.60594466
June 2001........... 73.99085947 June 2005........... 25.90354119 June 2009........... 3.28959303
July 2001........... 72.09203691 July 2005........... 25.27403238 July 2009........... 2.97486250
August 2001......... 70.23824916 August 2005......... 24.64448803 August 2009......... 2.66170838
September 2001...... 68.42871544 September 2005...... 24.02241716 September 2009...... 2.35008650
October 2001........ 66.66266709 October 2005........ 23.40775144 October 2009........ 2.03995331
November 2001....... 64.93934744 November 2005....... 22.80042156 November 2009....... 1.73126581
December 2001....... 63.25801163 December 2005....... 22.20035706 December 2009....... 1.42398150
January 2002........ 61.61792634 January 2006........ 21.60748669 January 2010........ 1.11805844
February 2002....... 60.01836975 February 2006....... 21.02173822 February 2010....... 0.81345522
March 2002.......... 58.45863128 March 2006.......... 20.44303866 March 2010.......... 0.51013091
April 2002.......... 56.93801138 April 2006.......... 19.87131422 April 2010.......... 0.20804509
May 2002............ 55.45582144 May 2006............ 14.27409222 May 2010
June 2002........... 54.01138363 June 2006........... 18.43685047 and thereafter.... 0.00000000
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class A-5-A Component
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.51374913 April 2003.......... 73.95049575 January 2008........ 38.14133650
August 1998......... 98.95941222 May 2003............ 73.63583338 February 2008....... 37.33650731
September 1998...... 98.33712166 June 2003........... 73.32431597 March 2008.......... 36.53517034
October 1998........ 97.64705325 July 2003........... 73.04947941 April 2008.......... 35.73729272
November 1998....... 96.88942628 August 2003......... 72.77751606 May 2008............ 34.94284159
December 1998....... 96.06450334 September 2003...... 72.50838894 June 2008........... 34.15178441
January 1999........ 95.17259034 October 2003........ 72.24206134 July 2008........... 33.36408863
February 1999....... 94.21403634 November 2003....... 71.97849684 August 2008......... 32.57972197
March 1999.......... 93.18923338 December 2003....... 71.71765916 September 2008...... 31.79865225
April 1999.......... 92.09861616 January 2004........ 71.45951234 October 2008........ 31.02084744
May 1999............ 90.94266194 February 2004....... 71.20402066 November 2008....... 30.24627563
June 1999........... 90.68672231 March 2004.......... 70.95114856 December 2008....... 29.47490509
July 1999........... 90.41816772 April 2004.......... 70.70086075 January 2009........ 28.70670422
August 1999......... 90.13719331 May 2004............ 70.45312222 February 2009....... 27.94164159
September 1999...... 89.84400325 June 2004........... 70.20789809 March 2009.......... 27.17968584
October 1999........ 89.53881991 July 2004........... 69.91443375 April 2009.......... 26.42080581
November 1999....... 89.22187975 August 2004......... 69.59385053 May 2009............ 25.66497050
December 1999....... 88.89342813 September 2004...... 69.24702750 June 2009........... 24.91214894
January 2000........ 88.55372359 October 2004........ 68.87482147 July 2009........... 24.16231038
February 2000....... 88.20304319 November 2004....... 68.47806722 August 2009......... 23.41542422
March 2000.......... 87.84168475 December 2004....... 68.05757841 September 2009...... 22.67145991
April 2000.......... 87.46997478 January 2005........ 67.61414772 October 2009........ 21.93038709
May 2000............ 87.08822675 February 2005....... 67.14854763 November 2009....... 21.19217553
June 2000........... 86.69689544 March 2005.......... 66.66153066 December 2009....... 20.45679513
July 2000........... 86.29651200 April 2005.......... 66.15383000 January 2010........ 19.72421588
August 2000......... 85.88766384 May 2005............ 65.62616000 February 2010....... 18.99440791
September 2000...... 85.47098025 June 2005........... 65.07921641 March 2010.......... 18.26734150
October 2000........ 85.04796563 July 2005........... 64.30937006 April 2010.......... 17.54298706
November 2000....... 84.62159263 August 2005......... 63.52880216 May 2010............ 16.82131509
December 2000....... 84.19823331 September 2005...... 62.74529831 June 2010........... 16.10229619
January 2001........ 83.77922391 October 2005........ 61.95906172 July 2010........... 15.38590116
February 2001....... 83.36451869 November 2005....... 61.17028956 August 2010......... 14.67210088
March 2001.......... 82.95407228 December 2005....... 60.37917319 September 2010...... 13.96086628
April 2001.......... 82.54783959 January 2006........ 59.58589809 October 2010........ 13.25216850
May 2001............ 82.14577588 February 2006....... 58.79064428 November 2010....... 12.54597878
June 2001........... 81.74783666 March 2006.......... 57.99358622 December 2010....... 11.84226847
July 2001........... 81.35397778 April 2006.......... 57.19489313 January 2011........ 11.14100897
August 2001......... 80.96415550 May 2006............ 56.36233069 February 2011....... 10.44217188
September 2001...... 80.57832619 June 2006........... 55.28161075 March 2011.......... 9.74572884
October 2001........ 80.19644669 July 2006........... 54.30124525 April 2011.......... 9.05165172
November 2001....... 79.81847406 August 2006......... 53.32647109 May 2011............ 8.35991231
December 2001....... 79.44436563 September 2006...... 52.35723975 June 2011........... 7.67048266
January 2002........ 79.07407913 October 2006........ 51.39350303 July 2011........... 6.98333488
February 2002....... 78.70757247 November 2006....... 50.43521303 August 2011......... 6.29844116
March 2002.......... 78.34480391 December 2006....... 49.48232209 September 2011...... 5.61577384
April 2002.......... 77.98573200 January 2007........ 48.53478284 October 2011........ 4.93530531
May 2002............ 77.63031556 February 2007....... 47.59254819 November 2011....... 4.25700813
June 2002........... 77.27851366 March 2007.......... 46.65557125 December 2011....... 3.58085491
July 2002........... 76.93028572 April 2007.......... 45.72380547 January 2012........ 2.90681834
August 2002......... 76.58559138 May 2007............ 44.79720453 February 2012....... 2.23487128
September 2002...... 76.24439059 June 2007........... 43.87572234 March 2012.......... 1.56498663
October 2002........ 75.90664353 July 2007........... 43.04551231 April 2012.......... 0.89713741
November 2002....... 75.57231075 August 2007......... 42.21902944 May 2012............ 0.23129672
December 2002....... 75.24135291 September 2007...... 41.39623966 June 2012
January 2003........ 74.91373109 October 2007........ 40.57710909 and thereafter.... 0.00000000
February 2003....... 74.58940656 November 2007....... 39.76160406
March 2003.......... 74.26834084 December 2007....... 38.94969100
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class A-5-A Component
Schedule II
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.51374913 July 2002........... 52.60403069 July 2006........... 17.80309650
August 1998......... 98.95941222 August 2002......... 51.23310575 August 2006......... 17.17922869
September 1998...... 98.33712166 September 2002...... 49.89796222 September 2006...... 16.56504541
October 1998........ 97.64705325 October 2002........ 48.59796363 October 2006........ 15.96034841
November 1998....... 96.88942628 November 2002....... 47.33248344 November 2006....... 15.36494278
December 1998....... 96.06450334 December 2002....... 46.10090494 December 2006....... 14.77863688
January 1999........ 95.17259034 January 2003........ 44.90262103 January 2007........ 14.20124228
February 1999....... 94.21403634 February 2003....... 43.73703416 February 2007....... 13.63257372
March 1999.......... 93.18923338 March 2003.......... 42.60355606 March 2007.......... 13.07244894
April 1999.......... 92.09861616 April 2003.......... 41.50160778 April 2007.......... 12.52068888
May 1999............ 90.94266194 May 2003............ 40.43061934 May 2007............ 11.97711741
June 1999........... 90.68672231 June 2003........... 39.39002978 June 2007........... 11.44156131
July 1999........... 90.41816772 July 2003........... 38.62544809 July 2007........... 11.07413009
August 1999......... 90.13719331 August 2003......... 37.88810113 August 2007......... 10.70952841
September 1999...... 89.84400325 September 2003...... 37.17746097 September 2007...... 10.34769559
October 1999........ 89.53881991 October 2003........ 36.49300803 October 2007........ 9.98857181
November 1999....... 89.22187975 November 2003....... 35.83423094 November 2007....... 9.63209803
December 1999....... 88.89342813 December 2003....... 35.20062641 December 2007....... 9.27821597
January 2000........ 88.55372359 January 2004........ 34.59169919 January 2008........ 8.92686825
February 2000....... 88.20304319 February 2004....... 34.00696181 February 2008....... 8.57799813
March 2000.......... 87.84168475 March 2004.......... 33.44593459 March 2008.......... 8.23154969
April 2000.......... 87.46997478 April 2004.......... 32.90814538 April 2008.......... 7.88746778
May 2000............ 87.08822675 May 2004............ 32.39312956 May 2008............ 7.54569797
June 2000........... 86.69689544 June 2004........... 31.90042994 June 2008........... 7.20618653
July 2000........... 86.29651200 July 2004........... 31.44345950 July 2008........... 6.86888050
August 2000......... 85.88766384 August 2004......... 30.97719709 August 2008......... 6.53372753
September 2000...... 85.47098025 September 2004...... 30.50213134 September 2008...... 6.20067606
October 2000........ 85.04796563 October 2004........ 30.01873503 October 2008........ 5.86967513
November 2000....... 84.62159263 November 2004....... 29.52746575 November 2008....... 5.54067453
December 2000....... 84.19823331 December 2004....... 29.02876609 December 2008....... 5.21362463
January 2001........ 83.77922391 January 2005........ 28.53206425 January 2009........ 4.88847650
February 2001....... 82.05254956 February 2005....... 28.01077425 February 2009....... 4.56518181
March 2001.......... 79.96553019 March 2005.......... 27.49229641 March 2009.......... 4.24369288
April 2001.......... 77.92679409 April 2005.......... 26.96801772 April 2009.......... 3.92396266
May 2001............ 75.93550997 May 2005............ 26.43831219 May 2009............ 3.60594466
June 2001........... 73.99085947 June 2005........... 25.90354119 June 2009........... 3.28959303
July 2001........... 72.09203691 July 2005........... 25.27403238 July 2009........... 2.97486250
August 2001......... 70.23824916 August 2005......... 24.64448803 August 2009......... 2.66170838
September 2001...... 68.42871544 September 2005...... 24.02241716 September 2009...... 2.35008650
October 2001........ 66.66266709 October 2005........ 23.40775144 October 2009........ 2.03995331
November 2001....... 64.93934744 November 2005....... 22.80042156 November 2009....... 1.73126581
December 2001....... 63.25801163 December 2005....... 22.20035706 December 2009....... 1.42398150
January 2002........ 61.61792634 January 2006........ 21.60748669 January 2010........ 1.11805844
February 2002....... 60.01836975 February 2006....... 21.02173822 February 2010....... 0.81345522
March 2002.......... 58.45863128 March 2006.......... 20.44303866 March 2010.......... 0.51013091
April 2002.......... 56.93801138 April 2006.......... 19.87131422 April 2010.......... 0.20804509
May 2002............ 55.45582144 May 2006............ 19.27409222 May 2010
June 2002........... 54.01138363 June 2006........... 18.43685047 and thereafter.... 0.00000000
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class A-5-B Component
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.44365951 June 1999........... 79.82378276 May 2000............ 38.68539089
August 1998......... 98.67845341 July 1999........... 76.87685577 June 2000........... 34.14923293
September 1998...... 97.70471992 August 1999......... 73.75311569 July 2000........... 29.51900976
October 1998........ 96.52322122 September 1999...... 70.45787886 August 2000......... 24.80691919
November 1998....... 95.13514577 October 1999........ 66.99690130 September 2000...... 20.02572073
December 1998....... 93.54210943 November 1999....... 63.37630553 October 2000........ 15.20127374
January 1999........ 91.74615528 December 1999....... 59.60249033 November 2000....... 10.38107569
February 1999....... 89.74975228 January 2000........ 55.68219260 December 2000....... 5.66268862
March 1999.......... 87.55579333 February 2000....... 51.62255610 January 2001
April 1999.......... 85.16759138 March 2000.......... 47.43115610 and thereafter 1.06529496
May 1999............ 82.58887504 April 2000.......... 43.11610390
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class A-8 Certificates
Schedule I
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.56820021 July 2003........... 75.18321696 July 2008........... 38.91264640
August 1998......... 99.08268600 August 2003......... 74.89813503 August 2008......... 38.19558460
September 1998...... 98.54355953 September 2003...... 74.61486022 September 2008...... 37.48051673
October 1998........ 97.95095705 October 2003........ 74.33336129 October 2008........ 36.76741419
November 1998....... 97.30504882 November 2003....... 74.05360716 November 2008....... 36.05624849
December 1998....... 96.60603917 December 2003....... 73.77556698 December 2008....... 35.34699120
January 1999........ 95.85416636 January 2004........ 73.49920999 January 2009........ 34.63961405
February 1999....... 95.04970251 February 2004....... 73.22450569 February 2009....... 33.93408879
March 1999.......... 94.19295342 March 2004.......... 72.95142365 March 2009.......... 33.23038730
April 1999.......... 93.28425844 April 2004.......... 72.67993369 April 2009.......... 32.52848153
May 1999............ 92.32399018 May 2004............ 72.41000575 May 2009............ 31.82834351
June 1999........... 92.06957316 June 2004........... 72.14160995 June 2009........... 31.12994539
July 1999........... 91.80494558 July 2004........... 71.83492102 July 2009........... 30.43325939
August 1999......... 91.53025877 August 2004......... 71.50650844 August 2009......... 29.73825777
September 1999...... 91.24567107 September 2004...... 71.15705935 September 2009...... 29.04491294
October 1999........ 90.95135511 October 2004........ 70.78724335 October 2009........ 28.35319736
November 1999....... 90.64749455 November 2004....... 70.39771285 November 2009....... 27.66308355
December 1999....... 90.33428004 December 2004....... 69.98910355 December 2009....... 26.97454416
January 2000........ 90.01191259 January 2005........ 69.56203478 January 2010........ 26.28755186
February 2000....... 89.68060765 February 2005....... 69.11710992 February 2010....... 25.60207946
March 2000.......... 89.34059699 March 2005.......... 68.65491674 March 2010.......... 24.91809977
April 2000.......... 88.99213493 April 2005.......... 68.17602782 April 2010.......... 24.23558577
May 2000............ 88.63546548 May 2005............ 67.68100086 May 2010............ 23.55451040
June 2000........... 88.27094353 June 2005........... 67.17037908 June 2010........... 22.87484678
July 2000........... 87.89898384 July 2005........... 66.48438984 July 2010........... 22.19656804
August 2000......... 87.52004541 August 2005......... 65.78951023 August 2010......... 21.51964740
September 2000...... 87.13461998 September 2005...... 65.09184615 September 2010...... 20.84405814
October 2000........ 86.74388596 October 2005........ 64.39155425 October 2010........ 20.16977360
November 2000....... 86.35017375 November 2005....... 63.68878643 November 2010....... 19.49676724
December 2000....... 85.95848091 December 2005....... 62.98368993 December 2010....... 18.82501252
January 2001........ 85.56985387 January 2006........ 62.27640750 January 2011........ 18.15448300
February 2001....... 85.18425472 February 2006....... 61.56707745 February 2011....... 17.48515229
March 2001.......... 84.80164581 March 2006.......... 60.85583383 March 2011.......... 16.81699409
April 2001.......... 84.42198972 April 2006.......... 60.14280647 April 2011.......... 16.14998215
May 2001............ 84.04524926 May 2006............ 59.40270103 May 2011............ 15.48409024
June 2001........... 83.67138751 June 2006........... 58.46738155 June 2011........... 14.81929224
July 2001........... 83.30036773 July 2006........... 57.61029169 July 2011........... 14.15556208
August 2001......... 82.93215344 August 2006......... 56.75707618 August 2011......... 13.49287375
September 2001...... 82.56670839 September 2006...... 55.90769400 September 2011...... 12.83120129
October 2001........ 82.20399652 October 2006........ 55.06210431 October 2011........ 12.17051877
November 2001....... 81.84398202 November 2006....... 54.22026652 November 2011....... 11.51080037
December 2001....... 81.48662932 December 2006....... 53.38214016 December 2011....... 10.85202028
January 2002........ 81.13190302 January 2007........ 52.54768503 January 2012........ 10.19415276
February 2002....... 80.77976796 February 2007....... 51.71686107 February 2012....... 9.53717212
March 2002.......... 80.43018921 March 2007.......... 50.88962843 March 2012.......... 8.88105272
April 2002.......... 80.08313204 April 2007.......... 50.06594744 April 2012.......... 8.22576899
May 2002............ 79.73856191 May 2007............ 49.24577866 May 2012............ 7.57129535
June 2002........... 79.39644453 June 2007........... 48.42908276 June 2012........... 6.91760636
July 2002........... 79.05674579 July 2007........... 47.68345353 July 2012........... 6.26467653
August 2002......... 78.71943178 August 2007......... 46.94019896 August 2012......... 5.61248050
September 2002...... 78.38446883 September 2007...... 46.19928911 September 2012...... 4.96099288
October 2002........ 78.05182341 October 2007........ 45.46069421 October 2012........ 4.31018840
November 2002....... 77.72146225 November 2007....... 44.72438454 November 2012....... 3.66004176
December 2002....... 77.39335225 December 2007....... 43.99033051 December 2012....... 3.01052774
January 2003........ 77.06746050 January 2008........ 43.25850263 January 2013........ 2.36162119
February 2003....... 76.74375429 February 2008....... 42.52887153 February 2013....... 1.71329692
March 2003.......... 76.42220111 March 2008.......... 41.80140793 March 2013.......... 1.06552987
April 2003.......... 76.10276864 April 2008.......... 41.07608263 April 2013.......... 0.41829494
May 2003............ 75.78542472 May 2008............ 40.35286658 May 2013............
June 2003........... 75.47013742 June 2008........... 39.63173079 and thereafter.... 0.00000000
<CAPTION>
Scheduled Principal Balances
as Percentages of Initial
Principal Balances
Class A-8 Certificates
Schedule II
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.56820021 April 2003.......... 37.31374340 January 2008........ 13.62288725
August 1998......... 99.08268600 May 2003............ 36.50114789 February 2008....... 13.38776906
September 1998...... 98.54355953 June 2003........... 35.71256536 March 2008.......... 13.15477618
October 1998........ 97.95095705 July 2003........... 35.14070448 April 2008.......... 12.92386663
November 1998....... 97.30504882 August 2003......... 34.59037587 May 2008............ 12.69499905
December 1998....... 96.60603917 September 2003...... 34.06116624 June 2008........... 12.46813260
January 1999........ 95.85416636 October 2003........ 33.55266889 July 2008........... 12.24322703
February 1999....... 95.04970251 November 2003....... 33.06448354 August 2008......... 12.02024268
March 1999.......... 94.19295342 December 2003....... 32.59621632 September 2008...... 11.79914041
April 1999.......... 93.28425844 January 2004........ 32.14747958 October 2008........ 11.57988160
May 1999............ 92.32399018 February 2004....... 31.71789184 November 2008....... 11.36242821
June 1999........... 92.06957316 March 2004.......... 31.30707772 December 2008....... 11.14674269
July 1999........... 91.80494558 April 2004.......... 30.91466778, January 2009........ 10.93278803
August 1999......... 91.53025877 May 2004............ 30.54029847 February 2009....... 10.72052771
September 1999...... 91.24567107 June 2004........... 30.18361207 March 2009.......... 10.50992571
October 1999........ 90.95135511 July 2004........... 29.85513355 April 2009.......... 10.30094652
November 1999....... 90.64749455 August 2004......... 29.51953985 May 2009............ 10.09355510
December 1999....... 90.33428004 September 2004...... 29.17721535 June 2009........... 9.88771688
January 2000........ 90.01191259 October 2004........ 28.82853203 July 2009........... 9.68339778
February 2000....... 88.58269192 November 2004....... 28.47384996 August 2009......... 9.48056417
March 2000.......... 87.05732053 December 2004....... 28.11351743 September 2009...... 9.27918287
April 2000.......... 85.48666515 January 2005........ 27.74787146 October 2009........ 9.07922117
May 2000............ 83.87338258 February 2005....... 27.37723797 November 2009....... 8.88064675
June 2000........... 82.22091134 March 2005.......... 27.00193208 December 2009....... 8.68342778
July 2000........... 80.53310089 April 2005.......... 26.62225852 January 2010........ 8.48753282
August 2000......... 78.81409162 May 2005............ 26.23851182 February 2010....... 8.29293089
September 2000...... 77.06822608 June 2005........... 25.85097657 March 2010.......... 8.09959136
October 2000........ 75.30448423 July 2005........... 25.38929591 April 2010.......... 7.90748405
November 2000....... 73.53952376 August 2005......... 24.92777539 May 2010............ 7.71657920
December 2000....... 71.80776836 September 2005...... 24.47230783 June 2010........... 7.52684737
January 2001........ 70.11605235 October 2005........ 24.02284071 July 2010........... 7.33825959
February 2001....... 68.46369290 November 2005....... 23.57932073 August 2010......... 7.15078720
March 2001.......... 66.85001782 December 2005....... 23.14169376 September 2010...... 6.96440197
April 2001.......... 65.27436535 January 2006........ 22.70990499 October 2010........ 6.77907602
May 2001............ 63.73608407 February 2006....... 22.28389889 November 2010....... 6.59478180
June 2001........... 62.23453267 March 2006.......... 21.86361932 December 2010....... 6.41149216
July 2001........... 60.76907984 April 2006.......... 21.44900957 January 2011........ 6.22918031
August 2001......... 59.33910410 May 2006............ 21.01459227 February 2011....... 6.04781974
September 2001...... 57.94399368 June 2006........... 20.39205196 March 2011.......... 5.86738437
October 2001........ 56.58314631 July 2006........... 19.92937107 April 2011.......... 5.54350343
November 2001....... 55.25596915 August 2006......... 19.47464862 May 2011............ 5.07835172
December 2001....... 53.96187858 September 2006...... 19.02772760 June 2011........... 4.61867910
January 2002........ 52.70030015 October 2006........ 18.58845365 July 2011........... 4.16438857
February 2002....... 51.47066829 November 2006....... 18.15667504 August 2011......... 3.71538452
March 2002.......... 50.27242636 December 2006....... 17.73224260 September 2011...... 3.27157272
April 2002.......... 49.10502635 January 2007........ 17.31500967 October 2011........ 2.83286033
May 2002............ 47.96792885 February 2007....... 16.90483208 November 2011....... 2.39915587
June 2002........... 46.86060288 March 2007.......... 16.50156813 December 2011....... 1.97036917
July 2002........... 45.78252578 April 2007.......... 16.10507848 January 2012........ 1.54641139
August 2002......... 44.73318306 May 2007............ 15.71522618 February 2012....... 1.12719498
September 2002...... 43.71206828 June 2007........... 15.33187659 March 2012.......... 0.71263366
October 2002........ 42.718682961 July 2007........... 15.08065474 April 2012.......... 0.30264239
November 2002....... 41.75253641 August 2007......... 14.83186921 May 2012
December 2002....... 40.81314564 September 2007...... 14.58547367 and thereafter.... 0.00000000
January 2003........ 39.90003524 October 2007........ 14.34142244
February 2003....... 39.01273727 November 2007....... 14.09967047
March 2003.......... 38.15079111 December 2007....... 13.86017332
<CAPTION>
Scheduled Principal Balances
as Percentages of Initial Principal Balances
Class A-13 Certificates
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.76704142 August 2003......... 52.57895639 September 2008...... 20.63694308
August 1998......... 99.50401105 September 2003...... 51.88131000 October 2008........ 20.25324178
September 1998...... 99.21096715 October 2003........ 51.18784082 November 2008....... 19.87087421
October 1998........ 98.88798559 November 2003....... 50.49852109 December 2008....... 19.48982695
November 1998....... 98.53515992 December 2003....... 49.81332317 January 2009........ 19.11008667
December 1998....... 98.15260127 January 2004........ 49.13221958 February 2009....... 18.73164005
January 1999........ 97.74043839 February 2004....... 48.45518301 March 2009.......... 18.35447384
February 1999....... 97.29881754 March 2004.......... 47.78218627 April 2009.......... 17.97857484
March 1999.......... 96.82790243 April 2004.......... 47.11320233 May 2009............ 17.60392987
April 1999.......... 96.32787413 May 2004............ 46.44820429 June 2009........... 17.23052584
May 1999............ 95.79893100 June 2004........... 45.78716543 July 2009........... 16.85834966
June 1999........... 95.24128849 July 2004........... 45.15307962 August 2009......... 16.48738832
July 1999........... 94.65517906 August 2004......... 44.52274413 September 2009...... 16.11762884
August 1999......... 94.04086384 September 2004...... 43.89613277 October 2009........ 15.74905829
September 1999...... 93.39860854 October 2004........ 43.27321948 November 2009....... 15.38166378
October 1999........ 92.72870438 November 2004....... 42.65397835 December 2009....... 15.01543245
November 1999....... 92.03145966 December 2004....... 42.03838360 January 2010........ 14.65035152
December 1999....... 91.30718847 January 2005........ 41.42640958 February 2010....... 14.28640822
January 2000........ 90.55622065 February 2005....... 40.81803080 March 2010.......... 13.92358984
February 2000....... 89.77891368 March 2005.......... 40.21322188 April 2010.......... 13.56188370
March 2000.......... 88.97565883 April 2005.......... 39.61195757 May 2010............ 13.20127717
April 2000.......... 88.14689964 May 2005............ 39.01421279 June 2010........... 12.84175766
May 2000............ 87.29303954 June 2005........... 38.41996254 July 2010........... 12.48331262
June 2000........... 86.41478769 July 2005........... 37.87320062 August 2010......... 12.12592955
July 2000........... 85.51301894 August 2005......... 37.32949655 September 2010...... 11.76959595
August 2000......... 84.58873262 September 2005...... 36.78882687 October 2010........ 11.41429942
September 2000...... 83.64302240 October 2005........ 36.25116826 November 2010....... 11.06002756
October 2000........ 82.67895491 November 2005....... 35.71649751 December 2010....... 10.70676801
November 2000....... 81.70294057 December 2005....... 35.18479152 January 2011........ 10.35450846
December 2000....... 80.72914334 January 2006........ 34.65602734 February 2011....... 10.00323663
January 2001........ 79.76059703 February 2006....... 34.13018209 March 2011.......... 9.65294028
February 2001....... 78.79726763 March 2006.......... 33.60723306 April 2011.......... 9.30360721
March 2001.......... 77.83912131 April 2006.......... 33.08715760 May 2011............ 8.95522526
April 2001.......... 76.88612444 May 2006............ 32.56993322 June 2011........... 8.60778228
May 2001............ 75.93824357 June 2006........... 32.05553752 July 2011........... 8.26126620
June 2001........... 74.99544543 July 2006........... 31.58537096 August 2011......... 7.91566494
July 2001........... 74.06507972 August 2006......... 31.11751464 September 2011...... 7.57096649
August 2001......... 73.13973075 September 2006...... 30.65194909 October 2011........ 7.22715884
September 2001...... 72.21936579 October 2006........ 30.18865493 November 2011....... 6.88423006
October 2001........ 71.30395228 November 2006....... 29.72761287 December 2011....... 6.54216821
November 2001....... 70.39345786 December 2006....... 29.26880371 January 2012........ 6.20096141
December 2001....... 69.48785032 January 2007........ 28.81220835 February 2012....... 5.86059779
January 2002........ 68.58709766 February 2007....... 28.35780778 March 2012.......... 5.52106553
February 2002....... 67.69116801 March 2007.......... 27.90558308 April 2012.......... 5.18235285
March 2002.......... 66.80002970 April 2007.......... 27.45551543 May 2012............ 4.84444798
April 2002.......... 65.91365124 May 2007............ 27.00758609 June 2012........... 4.50733918
May 2002............ 65.03200129 June 2007........... 26.56177641 July 2012........... 4.17101477
June 2002........... 64.15504867 July 2007........... 26.15642658 August 2012......... 3.83546307
July 2002........... 63.28276241 August 2007......... 25.75261766 September 2012...... 3.50067244
August 2002......... 62.41511166 September 2007...... 25.35033546 October 2012........ 3.16663127
September 2002...... 61.55206578 October 2007........ 24.94956584 November 2012....... 2.83332799
October 2002........ 60.69359425 November 2007....... 24.55029474 December 2012....... 2.50075104
November 2002....... 59.83966674 December 2007....... 24.15250811 January 2013........ 2.16888890
December 2002....... 58.99025308 January 2008........ 23.75619201 February 2013....... 1.83773007
January 2003........ 58.14532327 February 2008....... 23.36133250 March 2013.......... 1.50726309
February 2003....... 57.30484746 March 2008.......... 22.96791573 April 2013.......... 1.17747651
March 2003.......... 56.46879594 April 2008.......... 22.57592790 May 2013............ 0.84835893
April 2003.......... 55.63713921 May 2008............ 22.18535524 June 2013........... 0.51989894
May 2003............ 54.80984787 June 2008........... 21.79618406 July 2013........... 0.19208520
June 2003........... 53.98689272 July 2008........... 21.40840069 August 2013
July 2003........... 53.28080794 August 2008......... 21.02199155 and thereafter.... 0.00000000
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial
Principal Balance
Class A-14 Certificates
<TABLE>
<CAPTION>
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.76704142 August 2003......... 52.57895639 September 2008...... 20.63694308
August 1998......... 99.50401105 September 2003...... 51.88131000 October 2008........ 20.25324178
September 1998...... 99.21096715 October 2003........ 51.18784082 November 2008....... 19.87087421
October 1998........ 98.88798559 November 2003....... 50.49852109 December 2008....... 19.48982695
November 1998....... 98.53515992 December 2003....... 49.81332317 January 2009........ 19.11008667
December 1998....... 98.15260127 January 2004........ 49.13221958 February 2009....... 18.73164005
January 1999........ 97.74043839 February 2004....... 48.45518301 March 2009.......... 18.35447384
February 1999....... 97.29881754 March 2004.......... 47.78218627 April 2009.......... 17.97857484
March 1999.......... 96.82790243 April 2004.......... 47.11320233 May 2009............ 17.60392987
April 1999.......... 96.32787413 May 2004............ 46.44820429 June 2009........... 17.23052584
May 1999............ 95.79893100 June 2004........... 45.78716543 July 2009........... 16.85834966
June 1999........... 95.24128849 July 2004........... 45.15307962 August 2009......... 16.48738832
July 1999........... 94.65517906 August 2004......... 44.52274413 September 2009...... 16.11762884
August 1999......... 94.04086384 September 2004...... 43.89613277 October 2009........ 15.74905829
September 1999...... 93.39860854 October 2004........ 43.27321948 November 2009....... 15.38166378
October 1999........ 92.72870438 November 2004....... 42.65397835 December 2009....... 15.01543245
November 1999....... 92.03145966 December 2004....... 42.03838360 January 2010........ 14.65035152
December 1999....... 91.30718847 January 2005........ 41.42640958 February 2010....... 14.28640822
January 2000........ 90.55622065 February 2005....... 40.81803080 March 2010.......... 13.92358984
February 2000....... 89.77891368 March 2005.......... 40.21322188 April 2010.......... 13.56188370
March 2000.......... 88.97565883 April 2005.......... 39.61195757 May 2010............ 13.20127717
April 2000.......... 88.14689964 May 2005............ 39.01421279 June 2010........... 12.84175766
May 2000............ 87.29303954 June 2005........... 38.41996254 July 2010........... 12.48331262
June 2000........... 86.41478769 July 2005........... 37.87320062 August 2010......... 12.12592955
July 2000........... 85.51301894 August 2005......... 37.32949655 September 2010...... 11.76959595
August 2000......... 84.58873262 September 2005...... 36.78882687 October 2010........ 11.41429942
September 2000...... 83.64302240 October 2005........ 36.25116826 November 2010....... 11.06002756
October 2000........ 82.67895491 November 2005....... 35.71649751 December 2010....... 10.70676801
November 2000....... 81.70294057 December 2005....... 35.18479152 January 2011........ 10.35450846
December 2000....... 80.72914334 January 2006........ 34.65602734 February 2011....... 10.00323663
January 2001........ 79.76059703 February 2006....... 34.13018209 March 2011.......... 9.65294028
February 2001....... 78.79726763 March 2006.......... 33.60723306 April 2011.......... 9.30360721
March 2001.......... 77.83912131 April 2006.......... 33.08715760 May 2011............ 8.95522526
April 2001.......... 76.88612444 May 2006............ 32.56993322 June 2011........... 8.60778228
May 2001............ 75.93824357 June 2006........... 32.05553752 July 2011........... 8.26126620
June 2001........... 74.99544543 July 2006........... 31.58537096 August 2011......... 7.91566494
July 2001........... 74.06507972 August 2006......... 31.11751464 September 2011...... 7.57096649
August 2001......... 73.13973075 September 2006...... 30.65194909 October 2011........ 7.22715884
September 2001...... 72.21936579 October 2006........ 30.18865493 November 2011....... 6.88423006
October 2001........ 71.30395228 November 2006....... 29.72761287 December 2011....... 6.54216821
November 2001....... 70.39345786 December 2006....... 29.26880371 January 2012........ 6.20096141
December 2001....... 69.48785032 January 2007........ 28.81220835 February 2012....... 5.86059779
January 2002........ 68.58709766 February 2007....... 28.35780778 March 2012.......... 5.52106553
February 2002....... 67.69116801 March 2007.......... 27.90558308 April 2012.......... 5.18235285
March 2002.......... 66.80002970 April 2007.......... 27.45551543 May 2012............ 4.84444798
April 2002.......... 65.91365124 May 2007............ 27.00758609 June 2012........... 4.50733918
May 2002............ 65.03200129 June 2007........... 26.56177641 July 2012........... 4.17101477
June 2002........... 64.15504867 July 2007........... 26.15642658 August 2012......... 3.83546307
July 2002........... 63.28276241 August 2007......... 25.75261766 September 2012...... 3.50067244
August 2002......... 62.41511166 September 2007...... 25.35033546 October 2012........ 3.16663127
September 2002...... 61.55206578 October 2007........ 24.94956584 November 2012....... 2.83332799
October 2002........ 60.69359425 November 2007....... 24.55029474 December 2012....... 2.50075104
November 2002....... 59.83966674 December 2007....... 24.15250811 January 2013........ 2.16888890
December 2002....... 58.99025308 January 2008........ 23.75619201 February 2013....... 1.83773007
January 2003........ 58.14532327 February 2008....... 23.36133250 March 2013.......... 1.50726309
February 2003....... 57.30484746 March 2008.......... 22.96791573 April 2013.......... 1.17747651
March 2003.......... 56.46879594 April 2008.......... 22.57592790 May 2013............ 0.84835893
April 2003.......... 55.63713921 May 2008............ 22.18535524 June 2013........... 0.51989894
May 2003............ 54.80984787 June 2008........... 21.79618406 July 2013........... 0.19208520
June 2003........... 53.98689272 July 2008........... 21.40840069 August 2013
July 2003........... 53.28080794 August 2008......... 21.02199155 and thereafter.... 0.00000000
<CAPTION>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class A-15 Certificates
Percentage of Percentage of Percentage of
Initial Initial Initial
Distribution Date Principal Balance Distribution Date Principal Balance Distribution Date Principal Balance
----------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
July 1998........... 99.76704142 August 2003......... 52.57895639 September 2008...... 20.63694308
August 1998......... 99.50401105 September 2003...... 51.88131000 October 2008........ 20.25324178
September 1998...... 99.21096715 October 2003........ 51.18784082 November 2008....... 19.87087421
October 1998........ 98.88798559 November 2003....... 50.49852109 December 2008....... 19.48982695
November 1998....... 98.53515992 December 2003....... 49.81332317 January 2009........ 19.11008667
December 1998....... 98.15260127 January 2004........ 49.13221958 February 2009....... 18.73164005
January 1999........ 97.74043839 February 2004....... 48.45518301 March 2009.......... 18.35447384
February 1999....... 97.29881754 March 2004.......... 47.78218627 April 2009.......... 17.97857484
March 1999.......... 96.82790243 April 2004.......... 47.11320233 May 2009............ 17.60392987
April 1999.......... 96.32787413 May 2004............ 46.44820429 June 2009........... 17.23052584
May 1999............ 95.79893100 June 2004........... 45.78716543 July 2009........... 16.85834966
June 1999........... 95.24128849 July 2004........... 45.15307962 August 2009......... 16.48738832
July 1999........... 94.65517906 August 2004......... 44.52274413 September 2009...... 16.11762884
August 1999......... 94.04086384 September 2004...... 43.89613277 October 2009........ 15.74905829
September 1999...... 93.39860854 October 2004........ 43.27321948 November 2009....... 15.38166378
October 1999........ 92.72870438 November 2004....... 42.65397835 December 2009....... 15.01543245
November 1999....... 92.03145966 December 2004....... 42.03838360 January 2010........ 14.65035152
December 1999....... 91.30718847 January 2005........ 41.42640958 February 2010....... 14.28640822
January 2000........ 90.55622065 February 2005....... 40.81803080 March 2010.......... 13.92358984
February 2000....... 89.77891368 March 2005.......... 40.21322188 April 2010.......... 13.56188370
March 2000.......... 88.97565883 April 2005.......... 39.61195757 May 2010............ 13.20127717
April 2000.......... 88.14689964 May 2005............ 39.01421279 June 2010........... 12.84175766
May 2000............ 87.29303954 June 2005........... 38.41996254 July 2010........... 12.48331262
June 2000........... 86.41478769 July 2005........... 37.87320062 August 2010......... 12.12592955
July 2000........... 85.51301894 August 2005......... 37.32949655 September 2010...... 11.76959595
August 2000......... 84.58873262 September 2005...... 36.78882687 October 2010........ 11.41429942
September 2000...... 83.64302240 October 2005........ 36.25116826 November 2010....... 11.06002756
October 2000........ 82.67895491 November 2005....... 35.71649751 December 2010....... 10.70676801
November 2000....... 81.70294057 December 2005....... 35.18479152 January 2011........ 10.35450846
December 2000....... 80.72914334 January 2006........ 34.65602734 February 2011....... 10.00323663
January 2001........ 79.76059703 February 2006....... 34.13018209 March 2011.......... 9.65294028
February 2001....... 78.79726763 March 2006.......... 33.60723306 April 2011.......... 9.30360721
March 2001.......... 77.83912131 April 2006.......... 33.08715760 May 2011............ 8.95522526
April 2001.......... 76.88612444 May 2006............ 32.56993322 June 2011........... 8.60778228
May 2001............ 75.93824357 June 2006........... 32.05553752 July 2011........... 8.26126620
June 2001........... 74.99544543 July 2006........... 31.58537096 August 2011......... 7.91566494
July 2001........... 74.06507972 August 2006......... 31.11751464 September 2011...... 7.57096649
August 2001......... 73.13973075 September 2006...... 30.65194909 October 2011........ 7.22715884
September 2001...... 72.21936579 October 2006........ 30.18865493 November 2011....... 6.88423006
October 2001........ 71.30395228 November 2006....... 29.72761287 December 2011....... 6.54216821
November 2001....... 70.39345786 December 2006....... 29.26880371 January 2012........ 6.20096141
December 2001....... 69.48785032 January 2007........ 28.81220835 February 2012....... 5.86059779
January 2002........ 68.58709766 February 2007....... 28.35780778 March 2012.......... 5.52106553
February 2002....... 67.69116801 March 2007.......... 27.90558308 April 2012.......... 5.18235285
March 2002.......... 66.80002970 April 2007.......... 27.45551543 May 2012............ 4.84444798
April 2002.......... 65.91365124 May 2007............ 27.00758609 June 2012........... 4.50733918
May 2002............ 65.03200129 June 2007........... 26.56177641 July 2012........... 4.17101477
June 2002........... 64.15504867 July 2007........... 26.15642658 August 2012......... 3.83546307
July 2002........... 63.28276241 August 2007......... 25.75261766 September 2012...... 3.50067244
August 2002......... 62.41511166 September 2007...... 25.35033546 October 2012........ 3.16663127
September 2002...... 61.55206578 October 2007........ 24.94956584 November 2012....... 2.83332799
October 2002........ 60.69359425 November 2007....... 24.55029474 December 2012....... 2.50075104
November 2002....... 59.83966674 December 2007....... 24.15250811 January 2013........ 2.16888890
December 2002....... 58.99025308 January 2008........ 23.75619201 February 2013....... 1.83773007
January 2003........ 58.14532327 February 2008....... 23.36133250 March 2013.......... 1.50726309
February 2003....... 57.30484746 March 2008.......... 22.96791573 April 2013.......... 1.17747651
March 2003.......... 56.46879594 April 2008.......... 22.57592790 May 2013............ 0.84835893
April 2003.......... 55.63713921 May 2008............ 22.18535524 June 2013........... 0.51989894
May 2003............ 54.80984787 June 2008........... 21.79618406 July 2013........... 0.19208520
June 2003........... 53.98689272 July 2008........... 21.40840069 August 2013
July 2003........... 53.28080794 August 2008......... 21.02199155 and thereafter.... 0.00000000
</TABLE>
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Cross-Over Date, the Class A Non-PO Principal Distribution
Amount shall be distributed among the Classes of Class A Certificates (other
than the Class A-PO Certificates) pro rata in accordance with their outstanding
Principal Balances without regard to either the proportions or the priorities
set forth in Section 4.01(b).
(d) (i)......For purposes of determining whether the Classes of Class B
Certificates are eligible to receive distributions of principal with respect to
any Distribution Date, the following tests shall apply:
(A) if the Current Class B-1 Fractional Interest is less than the
Original Class B-1 Fractional Interest and the Class B-1 Principal Balance
is greater than zero, the Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates shall not be eligible to receive distributions of
principal; or
(B) if the Current Class B-2 Fractional Interest is less than the
Original Class B-2 Fractional Interest and the Class B-2 Principal Balance
is greater than zero, the Class B-3, Class B-4, Class B-5 and Class B-6
Certificates shall not be eligible to receive distributions of principal;
or
(C) if the Current Class B-3 Fractional Interest is less than the
Original Class B-3 Fractional Interest and the Class B-3 Principal Balance
is greater than zero, the Class B-4, Class B-5 and Class B-6 Certificates
shall not be eligible to receive distributions of principal; or
(D) if the Current Class B-4 Fractional Interest is less than the
Original Class B-4 Fractional Interest and the Class B-4 Principal Balance
is greater than zero, the Class B-5 and Class B-6 Certificates shall not be
eligible to receive distributions of principal; or
(E) if the Current Class B-5 Fractional Interest is less than the
Original Class B-5 Fractional Interest and the Class B-5 Principal Balance
is greater than zero, the Class B-6 Certificates shall not be eligible to
receive distributions of principal.
(ii) Notwithstanding the foregoing, if on any Distribution Date the
aggregate distributions to Holders of the Classes of Class B Certificates
entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates entitled to receive
distributions of principal below zero, first the Class B Prepayment Percentage
of any affected Class of Class B Certificates for such Distribution Date
beginning with the affected Class with the lowest numerical Class designation
and then, if necessary, the Class B Percentage of such Class of the Class B
Certificates for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates to zero. The Class B Prepayment Percentages and the Class B
Percentages of the remaining Classes of Class B Certificates will be recomputed
substituting for the Subordinated Prepayment Percentage and Subordinated
Percentage in such computations the difference between (A) the Subordinated
Prepayment Percentage or Subordinated Percentage, as the case may be, and (B)
the percentages determined in accordance with the preceding sentence necessary
to bring the Principal Balances of the affected Classes of Class B Certificates
to zero; provided, however, that if the Principal Balances of all the Classes of
Class B Certificates eligible to receive distributions of principal shall be
reduced to zero on such Distribution Date, the Class B Prepayment Percentage and
the Class B Percentage of the Class of Class B Certificates with the lowest
numerical Class designation which would otherwise be ineligible to receive
distributions of principal in accordance with this Section shall equal the
remainder of the Subordinated Prepayment Percentage for such Distribution Date
minus the sum of the Class B Prepayment Percentages of the Classes of Class B
Certificates having lower numerical Class designations, if any, and the
remainder of the Subordinated Percentage for such Distribution Date minus the
sum of the Class B Percentages of the Classes of Class B Certificates having
lower numerical Class designations, if any, respectively. Any entitlement of any
Class of Class B Certificates to principal payments solely pursuant to this
clause (ii) shall not cause such Class to be regarded as being eligible to
receive principal distributions for the purpose of applying the definition of
its Class B Percentage or Class B Prepayment Percentage.
(e) The Trustee shall establish and maintain the Upper-Tier Certificate
Account, which shall be a separate trust account and an Eligible Account. On
each Distribution Date other than the Final Distribution Date (if such Final
Distribution Date is in connection with a purchase of the assets of the Trust
Estate by the Seller), the Paying Agent shall, on behalf of the Master Servicer,
from funds available on deposit in the Payment Account, (i) deposit, in
immediately available funds, by wire transfer or otherwise, into the Upper-Tier
Certificate Account the Lower-Tier Distribution Amount and (ii) distribute to
the Class A-LR Certificateholder (other than as provided in Section 9.01
respecting the final distribution to Certificateholders) by check mailed to such
Holder at the address of such Holder appearing in the Certificate Register, the
Class A Distribution Amount with respect to the Class A-LR Certificate and all
other amounts distributable to the Class A-LR Certificate. The Trustee may clear
and terminate the Upper-Tier Certificate Account pursuant to Section 9.01.
(f) On each Distribution Date other than the Final Distribution Date (if
such Final Distribution Date is in connection with a purchase of the assets of
the Trust Estate by the Seller), the Paying Agent shall, on behalf of the Master
Servicer, from funds remitted to it by the Master Servicer, distribute to each
Certificateholder of record (other than the Class A-LR Certificateholder) on the
preceding Record Date (other than as provided in Section 9.01 respecting the
final distribution to Certificateholders or in the last paragraph of this
Section 4.01(f) respecting the final distribution in respect of any Class)
either in immediately available funds by wire transfer to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder holds Certificates having a Denomination at
least equal to that specified in Section 11.24, and has so notified the Master
Servicer or, if applicable, the Paying Agent at least seven Business Days prior
to the Distribution Date or, if such Holder holds Certificates having, in the
aggregate, a Denomination less than the requisite minimum Denomination or if
such Holder holds the Class A-R Certificate or has not so notified the Paying
Agent, by check mailed to such Holder at the address of such Holder appearing in
the Certificate Register, such Holder's share of the Class A Distribution Amount
with respect to each Class of Class A Certificates (other than the Class A-17
Certificates) and the Class B Distribution Amount with respect to each such
Class of Class B Certificates and, in the case of the Class A-17 Certificates,
as provided in Section 4.07.
In the event that, on any Distribution Date prior to the Final Distribution
Date, the Principal Balance of any Class of Class A Certificates (other than the
Class A-3, Class A-18, Class A-R or Class A-LR Certificates) or the Principal
Balance of any Class of Class B Certificates would be reduced to zero, in the
case of the Class A-3 Certificates, the Class A-3 Notional Amount would be
reduced to zero, in the case of the Class A-18 Certificates, the Class A-18
Notional Amount would be reduced to zero, the Master Servicer shall, as soon as
practicable after the Determination Date relating to such Distribution Date,
send a notice to the Trustee. The Trustee 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 Trustee therein
specified; provided, however, that the failure to give such notice will not
entitle a Certificateholder to any interest beyond the interest payable with
respect to such Distribution Date in accordance with Section 4.01(a)(i).
(g) The Paying Agent (or if no Paying Agent is appointed by the Master
Servicer, the Master Servicer) shall withhold or cause to be withheld such
amounts as may be required by the Code (giving full effect to any exemptions
from withholding and related certifications required to be furnished by
Certificateholders and any reductions to withholding by virtue of any bilateral
tax treaties and any applicable certification required to be furnished by
Certificateholders with respect thereto) from distributions to be made to
Persons other than U.S. Persons ("Non-U.S. Persons"). Amounts withheld pursuant
to this Section 4.01(g) shall be treated as having been distributed to the
related Certificateholder for all purposes of this Agreement. For the purposes
of this paragraph, a "U.S. Person" is a citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations) or other entity created or organized in or under the laws
of the United States or any political subdivision thereof, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
Section 4.02......Allocation of Realized Losses.
(a) With respect to any Distribution Date, the principal portion of
Realized Losses (other than Debt Service Reductions, Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class B-6 Certificates until the Class B-6 Principal Balance
has been reduced to zero;
second, to the Class B-5 Certificates until the Class B-5 Principal Balance
has been reduced to zero;
third, to the Class B-4 Certificates until the Class B-4 Principal Balance
has been reduced to zero;
fourth, to the Class B-3 Certificates until the Class B-3 Principal Balance
has been reduced to zero;
fifth, to the Class B-2 Certificates until the Class B-2 Principal Balance
has been reduced to zero;
sixth, to the Class B-1 Certificates until the Class B-1 Principal Balance
has been reduced to zero; and
seventh, concurrently, to the Class A Certificates (other than the Class
A-PO Certificates) and Class A-PO Certificates, pro rata, based on the Non-PO
Fraction and the PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's Principal Balance.
(b) With respect to any Distribution Date, the principal portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
occurring with respect to any Mortgage Loan allocable to the Class A-PO
Certificates will equal the product of the amount of any such principal loss and
the PO Fraction for such Mortgage Loan. The principal portion of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
remaining after allocation to the Class A-PO Certificates in accordance with the
preceding sentence shall be allocated pro rata among the Class A Certificates
(other than the Class A-PO Certificates) and Class B Certificates based on the
Class A Non-PO Principal Balance and the Class B Principal Balance,
respectively. Any such loss allocated to the Class A Certificates shall be
allocated on the subsequent Determination Date among the outstanding Classes of
Class A Certificates (other than the Class A-PO Certificates) in accordance with
the Class A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class B Certificates shall be allocated pro rata among the
outstanding Classes of Class B Certificates based on their Principal Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates or
Class B Certificates pursuant to Section 4.02(a) or Section 4.02(b) shall be
allocated among the Certificates of such Class based on their Percentage
Interests.
(d) In the event that there is a Recovery of an amount in respect of
principal of a Mortgage Loan which had previously been allocated as a Realized
Loss to any Classes of Class A Certificates or any Classes of Class B
Certificates, each outstanding Class to which such Realized Loss had previously
been allocated shall be entitled to its share (with respect to the Class A-PO
Certificates, based on the PO Fraction of such Mortgage Loan and, with respect
to the Class A Certificates (other than the Class A-PO Certificates) and Class B
Certificates, based on their pro rata share of the Non-PO Fraction of such
Mortgage Loan) of such Recovery up to the amount of such Realized Loss
previously allocated to such Class on the Distribution Date in the month
following the month in which such recovery is received. When the Principal
Balance of a Class of Certificates has been reduced to zero, such Class shall
not be entitled to any share of such Recovery. In the event that the amount of
such Recovery exceeds the amount of such Recovery allocated to each outstanding
Class in accordance with the preceding provisions, each outstanding Class shall
be entitled to its pro rata share (determined as described above) of such excess
up to the amount of any unrecovered Realized Loss previously allocated to such
Class. Notwithstanding the foregoing provisions, but subject to the following
proviso, if such Recovery occurs within two years of the realization of such
loss and (i) is the result of an event that would have given rise to the
repurchase of the related Mortgage Loan by the Seller pursuant to Section 2.02
or 2.03, or (ii) represents in whole or part funds which the applicable Servicer
had received in respect of a Liquidated Loan but failed to remit to the
Certificate Account on or prior to the Business Day preceding the Distribution
Date following the Applicable Unscheduled Principal Receipt Period in which the
Mortgage Loan became a Liquidated Loan, such Recovery may, at the sole
discretion of the Master Servicer, be treated as a repurchase or an Unscheduled
Principal Receipt with respect to such Mortgage Loan, as the case may be, the
Realized Loss previously recognized may be reversed and treated for all
subsequent purposes as if it had never occurred and the Master Servicer may make
such adjustments to interest or principal distributions on the Certificates and
to the principal balances of the Certificates as the Master Servicer in its good
faith judgment and sole discretion deems necessary or desirable to effectuate
the reversal of the Realized Loss and the treatment of such amount as a
repurchase or as an Unscheduled Principal Receipt, as the case may be; provided
that such actions do not result in the aggregate distributions made in respect
of each Class of Certificates whose principal balances were previously reduced
as a result of such Realized Loss being less than such Class would have received
if such Recovery had been deposited in the Certificate Account on or prior to
the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) The interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses shall be allocated between (i) the Class A
Certificates and the Premium Payment and (ii) the Class B Certificates, pro rata
based on the Senior 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 and the Premium
Payment shall be allocated among the outstanding Classes of Class A Certificates
and the Premium Payment based on their Class A Interest Percentages and the
Premium Percentage, as the case may be. 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 and the Premium Payment based on their Class A Interest
Percentages and the Premium Percentage, as the case may be.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03......Paying Agent.
(a) The Master Servicer hereby appoints the Trustee as initial Paying Agent
to make distributions to Certificateholders and to forward to Certificateholders
the periodic statements and the annual statements required by Section 4.04 as
agent of the Master Servicer.
The Master Servicer may, at any time, remove or replace the Paying Agent.
The Master Servicer shall cause any Paying Agent that is not the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
agrees with the Trustee that such Paying Agent shall:
(i) hold all amounts remitted to it by the Master Servicer for
distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders
or otherwise disposed of as herein provided;
(ii) give the Trustee notice of any default by the Master Servicer in
remitting any required amount; and
(iii) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all amounts
held in trust by such Paying Agent.
(b) The Paying Agent shall establish and maintain a Payment Account, which
shall be a separate trust account and an Eligible Account, in which the Master
Servicer shall cause to be deposited from funds in the Certificate Account or,
to the extent required hereunder, from its own funds (i) at or before 10:00
a.m., New York time, on the Business Day preceding each Distribution Date, by
wire transfer of immediately available funds, any Periodic Advance for such
Distribution Date, pursuant to Section 3.03 and (ii) at or before 10:00 a.m.,
New York time, on the Business Day preceding each Distribution Date, by wire
transfer of immediately available funds, (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 Trustee, in which
case such Eligible Investments shall mature not later than the Distribution
Date), and shall not be sold or disposed of prior to maturity. All income and
gain realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized. The Paying Agent may withdraw from the Payment Account
any amount deposited in the Payment Account that was not required to be
deposited therein and may clear and terminate the Payment Account pursuant to
Section 9.01.
Section 4.04. Statements to Certificateholders;
Report to the Trustee, Ambac and the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate, the Seller and Ambac a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of Class
A Certificates allocable to principal, separately identifying the aggregate
amount of any Unscheduled Principal Receipts included therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates allocable to interest, (b) the amount of the Current
Class A Interest Distribution Amount allocated to each Class of Class A
Certificates, (c) any Class A Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class A Unpaid Interest
Shortfall with respect to each Class after giving effect to such
distribution, (d) the amount of any Non-Supported Interest Shortfall
allocated to each Class of Class A Certificates for such Distribution Date
and (e) the interest portion of Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses allocated to each Class for such
Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to principal, separately identifying the
aggregate amount of any Unscheduled Principal Receipts included therein;
(iv) (a) the amount of such distribution to Holders of each Class of
Class B Certificates allocable to interest, (b) the amount of the Current
Class B Interest Distribution Amount allocated to each Class of Class B
Certificates, (c) any Class B Interest Shortfall Amounts arising with
respect to such Distribution Date and any remaining Class B Unpaid Interest
Shortfall with respect to each Class B of Class B Certificates after giving
effect to such distribution, (d) the amount of any Non-Supported Interest
Shortfall allocated to each Class of Class B Certificates for such
Distribution Date, and (e) the interest portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses allocated to each
Class of Class B Certificates for such Distribution Date;
(v) the amount of any Periodic Advance by any Servicer, the Master
Servicer or the Trustee pursuant to the Servicing Agreements or this
Agreement;
(vi) the number of Mortgage Loans outstanding as of the preceding
Determination Date;
(vii) the Class A Principal Balance, the Principal Balance of each
Class of Class A Certificates, the Class B Principal Balance and the
Principal Balance of each Class of Class B Certificates as of the following
Determination Date after giving effect to the distributions of principal
made, and the principal portion of Realized Losses, if any, allocated with
respect to such Distribution Date;
(viii) the Adjusted Pool Amount, the Adjusted Pool Amount (PO
Portion), the Pool Scheduled Principal Balance of the Mortgage Loans for
such Distribution Date and the aggregate Scheduled Principal Balance of the
Discount Mortgage Loans for such Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Mortgage Loans
serviced by Norwest Mortgage and, collectively, by the Other Servicers as
of such Distribution Date;
(x) the Class A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xi) the Class A Prepayment Percentage for the following Distribution
Date (without giving effect to Unscheduled Principal Receipts received
after the Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Percentages for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period);
(xiii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Prepayment Percentages for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Mortgage Loans
delinquent (a) one month, (b) two months and (c) three months or more;
(xv) the number and aggregate principal balances of the Mortgage Loans
in foreclosure as of the preceding Determination Date;
(xvi) the book value of any real estate acquired through foreclosure
or grant of a deed in lieu of foreclosure;
(xvii) the amount of the remaining Special Hazard Loss Amount, Fraud
Loss Amount and Bankruptcy Loss Amount as of the close of business on such
Distribution Date;
(xviii) the principal and interest portions of Realized Losses
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Excess Special Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class B Certificates in accordance with Section 4.02(a) since the
Relevant Anniversary;
(xx) the amount by which the Principal Balance of each Class of Class
B Certificates has been reduced as a result of Realized Losses allocated as
of such Distribution Date;
(xxi) the unpaid principal balance of any Mortgage Loan as to which
the Servicer of such Mortgage Loan has determined not to foreclose because
it believes the related Mortgaged Property may be contaminated with or
affected by hazardous wastes or hazardous substances;
(xxii) the amount of the aggregate Servicing Fees and Master Servicing
Fees paid (and not previously reported) with respect to the related
Distribution Date and the amount by which the aggregate Available Master
Servicer Compensation has been reduced by the Prepayment Interest Shortfall
for the related Distribution Date;
(xxiii) in the case of the Class A-3 Certificates, the Class A-3
Notional Amount, if any;
(xxiv) in the case of the Class A-18 Certificates, the Class A-18
Notional Amount, if any; and
(xxv) in the case of the Class A-17 Certificates, (a) the Class A-17
Distribution Deficiency, if any, for such Distribution Date, (b) amounts,
if any in respect of the Class A-17 Distribution Deficiency paid under the
Policy and (c) the amounts attributable to the Class A-17 Certificates;
(xxvi) in the case of the Class A-17 Certificates, the amount
remaining in the Reserve Fund after taking into account the Reserve
Withdrawal for such Distribution Date;
(xxvii) the Class A-PO Deferred Amount, if any; and
(xxviii) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns; and shall deliver a copy of each type of statement to the Trustee,
who shall provide copies thereof to Persons making written request therefor
at the Corporate Trust Office.
In the case of information furnished with respect to a Class of Class A
Certificates pursuant to clauses (i) and (ii) above and with respect to a Class
of Class B Certificates pursuant to clauses (iii) and (iv) above, the amounts
shall be expressed as a dollar amount per Class A or Class B Certificate (other
than the Class A-R and Class A-LR Certificates) with a $1,000 Denomination, and
as a dollar amount per Class A-R and Class A-LR Certificate with a $100
Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate a statement
containing the information set forth in clauses (i) and (ii)(a) above in the
case of a Class A Certificateholder and the information set forth in clauses
(iii) and (iv)(a) above in the case of a Class B Certificateholder aggregated
for such calendar year or applicable portion thereof during which such Person
was a Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code from time to time in force.
Prior to the close of business on the third Business Day preceding each
Distribution Date, the Master Servicer shall furnish a statement to the Trustee,
any Paying Agent and the Seller (the information in such statement to be made
available to Certificateholders by the Master Servicer on written request)
setting forth the 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. Upon receipt of any such statement, the Trustee
shall promptly forward a copy of such statement to Ambac. The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
and the Paying Agent shall be protected in relying upon the same without any
independent check or verification.
In addition to the reports required pursuant to this Section 4.04, the
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 Trustee acquires an
interest in a Mortgaged Property through foreclosure or other comparable
conversion in full or partial satisfaction of a Mortgage Loan serviced by such
Servicer, or (ii) knows or has reason to know that a Mortgaged Property has been
abandoned. Reports from the Servicers shall be in form and substance sufficient
to meet the reporting requirements imposed by Code Section 6050J. In addition,
each Servicer shall provide the Master Servicer with sufficient information to
allow the Master Servicer to, for each year ending after the Cut-Off Date,
provide, or cause to be provided, to the Internal Revenue Service and the
Mortgagors such information as is required under Code Sections 6050H (regarding
payment of interest) and 6050P (regarding cancellation of indebtedness).
Section 4.06. Reserve Fund.
(a) The Reserve Fund shall be established on the Closing Date and
maintained by the Trustee in accordance with this Section 4.06. At the time the
Reserve Fund is established, the Seller shall cause to be deposited into the
Reserve Fund the amount of $2,000.
With respect to each Distribution Date, the Reserve Withdrawal shall be
withdrawn by the Trustee from the amount on deposit in the Reserve Fund in
accordance with this Section 4.06 and distributed on such Distribution Date to
the Holders of the Class A-17 Certificates, pro rata, based on Percentage
Interest.
Notwithstanding anything herein to the contrary, on the Distribution Date
on which the Class A Principal Balance of the Class A-17 Certificates has been
reduced to zero, any funds then on deposit in the Reserve Fund shall be
distributed to Lehman Brothers at the address provided by it to the Trustee.
(b) The Reserve Fund will be an "outside reserve fund" under the REMIC
Provisions that is beneficially owned for federal income tax purposes by Lehman
Brothers, which shall report all income, gain, deduction or loss with respect
thereto, and will not be an asset of the Upper-Tier REMIC, the Lower-Tier REMIC
or the Trust Estate.
Section 4.07. Distributions in Reduction of the Class A-17 Certificates.
Distributions in reduction of the Class A Principal Balance of the Class
A-17 Certificates will be made in integral multiples of $1,000 at the request of
the appropriate representatives of Deceased Holders of such Class and at the
request of Living Holders of such Class or by mandatory distributions by random
lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to
clause (f) below.
(a) On each Distribution Date on which distributions in reduction of the
Class A Principal Balance of the Class A-17 Certificates are made, such
distributions will be made with respect to such Class in the following priority:
(i) any request by the personal representatives of a Deceased Holder
or by a surviving tenant by the entirety, by a surviving joint tenant or by
a surviving tenant in common, but not exceeding an aggregate principal
balance for such Class of $100,000 per request; and
(ii)any request by a Living Holder, but not exceeding an aggregate
principal balance for such Class of $10,000 per request.
Thereafter, distributions will be made, with respect to such Class, as
provided in clauses (i) and (ii) above up to a second $100,000 and $10,000,
respectively. This sequence of priorities will be repeated for each request for
principal distributions for such Class made by the Beneficial Owners of the
Class A-17 Certificates until all such requests have been honored.
For each such sequence of priorities described above, requests for
distributions in reduction of the principal balances of Class A-17 Certificates
presented on behalf of Deceased Holders in accordance with the provisions of
clause (i) above will be accepted in order of their receipt by the Clearing
Agency and requests for distributions in reduction of the principal balance of
Class A-17 Certificates presented by Living Holders in accordance with the
provisions of clause (ii) above will be accepted in the order of their receipt
by the Clearing Agency after all requests with respect to such Class presented
in accordance with clause (i) have been honored. All requests for distributions
in reduction of the principal balances of the Class A-17 Certificates will be
accepted in accordance with the provisions set forth in Section 4.07(c). All
requests for distributions in reduction of the principal balance of Class A-17
Certificates with respect to any Distribution Date must be received by the
Clearing Agency and forwarded to, and received by, the Trustee no later than the
close of business on the related Record Date. Requests for distributions which
are received by the Clearing Agency and forwarded to, and received by, the
Trustee after the related Record Date and requests, in either case, for
distributions not accepted with respect to any Distribution Date, will be
treated as requests for distributions in reduction of the principal balance of
Class A-17 Certificates on the next succeeding Distribution Date, and each
succeeding Distribution Date thereafter, until each such request is accepted or
is withdrawn as provided in Section 4.07(c). Such requests as are not so
withdrawn shall retain their order of priority without the need for any further
action on the part of the appropriate Beneficial Owner of the related Class A-17
Certificate, all in accordance with the procedures of the Clearing Agency and
the Trustee. Upon the transfer of beneficial ownership of any Class A-17
Certificate, any distribution request previously submitted with respect to such
Certificate will be deemed to have been withdrawn only upon the receipt by the
Trustee of notification of such withdrawal in the manner required by the
Clearing Agency under its APUT System.
Distributions in reduction of the principal balances of the Class A-17
Certificates will be applied, in the aggregate with respect to such Class, in an
amount equal to the Class A Non-PO Principal Distribution Amount allocable to
such Class pursuant to Section 4.01(b) plus any amounts distributable to the
Class A-17 Certificates as a payment under the Policy of a Class A-17 Principal
Loss Amount of the type described in clause (i) of the definition thereof, minus
amounts to repay any funds withdrawn from the Rounding Account for the prior
Distribution Date, plus any amounts available for distribution from the Rounding
Account for such Class established as provided in Section 4.07(e), provided that
the aggregate distribution in reduction of the Class A Principal Balance of such
Class on any Distribution Date is made in an integral multiple of $1,000.
To the extent that the portion of the Class A Non-PO Principal Distribution
Amount allocable to distributions in reduction of the Class A Principal Balance
of the Class A-17 Certificates on any Distribution Date plus any amounts
distributable to the Class A-17 Certificates as a payment under the Policy of a
Class A-17 Principal Loss Amount of the type described in clause (i) of the
definition hereof (minus amounts to repay any funds withdrawn from the Rounding
Account on the prior Distribution Date and plus any amounts required to be
distributed from the Rounding Account pursuant to Section 4.07(e)) exceeds the
aggregate principal balances of Class A-17 Certificates with respect to which
distribution requests, as set forth above, have been received distributions in
reduction of the Class A Principal Balance of the Class A-17 Certificates will
be made by mandatory distribution pursuant to Section 4.07(d).
(b) A Class A-17 Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.07 if the death of the Beneficial Owner
thereof is deemed to have occurred. Class A-17 Certificates beneficially owned
by tenants by the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death of a tenant by
the entirety, joint tenant or tenant in common will be deemed to be the death of
the Beneficial Owner, and the Class A-17 Certificates so beneficially owned will
be eligible for priority with respect to distributions in reduction of the
principal balance of such Class thereof, subject to the limitations stated
above. Class A-17 Certificates beneficially owned by a trust will be considered
to be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Beneficial Owners of a number of
Individual Class A-17 Certificates greater than the number of Individual Class
A-17 Certificates of which such trust is the owner. The death of a beneficiary
of a trust will be deemed to be the death of a Beneficial Owner of the Class
A-17 Certificates owned by the trust to the extent of such beneficiary's
beneficial interest in such trust. The death of an individual who was a tenant
by the entirety, joint tenant or tenant in common in a tenancy which is the
beneficiary of a trust will be deemed to be the death of the beneficiary of such
trust. The death of a person who, during his or her lifetime, was entitled to
substantially all of the beneficial ownership interests in Individual Class A-17
Certificates will be deemed to be the death of the Beneficial Owner of such
Class A-17 Certificates regardless of the registration of ownership, if such
beneficial interest can be established to the satisfaction of the Trustee. Such
beneficial interest will be deemed to exist in typical cases of street name or
nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to
Minors Act and community property or other joint ownership arrangements between
a husband and wife. Beneficial interests shall include the power to sell,
transfer or otherwise dispose of a Class A-17 Certificate and the right to
receive the proceeds therefrom, as well as interest and distributions in
reduction of the principal balances of the Class A-17 Certificates payable with
respect thereto. The Trustee shall not be under any duty to determine
independently the occurrence of the death of any deceased Beneficial Owner. The
Trustee may rely entirely upon documentation delivered to it pursuant to Section
4.07(c) in establishing the eligibility of any Beneficial Owner to receive the
priority accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the principal balance of
Class A-17 Certificates must be made by delivering a written request therefor to
the Clearing Agency Participant or Clearing Agency Indirect Participant that
maintains the account evidencing such Beneficial Owner's interest in Class A-17
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Trustee under separate cover. The Clearing Agency Participant should in
turn make the request of the Clearing Agency (or, in the case of a Clearing
Agency Indirect Participant, such Clearing Agency Indirect Participant must
notify the related Clearing Agency Participant of such request, which Clearing
Agency Participant should make the request of the Clearing Agency) in the manner
required under the rules and regulations of the Clearing Agency's APUT System
and provided to the Clearing Agency Participant. Upon receipt of such request,
the Clearing Agency will date and time stamp such request and forward such
request to the Trustee. The Clearing Agency may establish such procedures as it
deems fair and equitable to establish the order of receipt of requests for such
distributions received by it on the same day. Neither the Master Servicer nor
the Trustee shall be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Clearing Agency, a Clearing
Agency Participant or any Clearing Agency Indirect Participant.
The Trustee shall maintain a list of those Clearing Agency Participants
representing the appropriate Beneficial Owners of Class A-17 Certificates that
have submitted requests for distributions in reduction of the principal balance
of Certificates of such Class, together with the order of receipt and the
amounts of such requests. The Clearing Agency will honor requests for
distributions in the order of their receipt (subject to the priorities described
in Section 4.07(a) above). The Trustee shall notify the Clearing Agency and the
appropriate Clearing Agency Participants as to which requests should be honored
on each Distribution Date. Requests shall be honored by the Clearing Agency in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.07. The exact procedures to be followed by the
Trustee and the Clearing Agency for purposes of determining such priorities and
limitations will be those established from time to time by the Trustee or the
Clearing Agency, as the case may be. The decisions of the Trustee and the
Clearing Agency concerning such matters will be final and binding on all
affected persons.
Individual Class A-17 Certificates which have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs, and notwithstanding
anything to the contrary herein, no amounts shall be due from Ambac or otherwise
with respect to interest on such Certificates after such last day of the month.
Any Beneficial Owner of a Class A-17 Certificate which has requested a
distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Clearing Agency Indirect Participant that maintains such
Beneficial Owner's account. In the event that such account is maintained by a
Clearing Agency Indirect Participant, such Clearing Agency Indirect Participant
must notify the related Clearing Agency Participant which in turn must forward
the withdrawal of such request, on a form required by the Clearing Agency, to
the Trustee. If such notice of withdrawal of a request for distribution has not
been received by the Clearing Agency and forwarded to the Trustee on or before
the Record Date for the next Distribution Date, the previously made request for
distribution will be irrevocable with respect to the making of distributions in
reduction of the Class A Principal Balance of Class A-17 Certificates on such
Distribution Date.
In the event any requests for distributions in reduction of the principal
balance of Class A-17 Certificates are rejected by the Trustee for failure to
comply with the requirements of this Section 4.07, the Trustee shall return such
request to the appropriate Clearing Agency Participant with a copy to the
Clearing Agency with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Class A
Principal Balance of Class A-17 Certificates on a Distribution Date exceed the
outstanding principal balances of Certificates of such Class with respect to
which distribution requests have been received by the related Record Date, as
provided in Section 4.07(a) above, distributions in reduction of the Class A
Principal Balance of the Class A-17 Certificates will be made by mandatory
distributions in reduction thereof. Such mandatory distributions on Individual
Class A-17 Certificates will be made by random lot in accordance with the
then-applicable random lot procedures of the Clearing Agency, the Clearing
Agency Participants and the Clearing Agency Indirect Participants representing
the Beneficial Owners; provided however, that, if after the distribution in
reduction of the Class A Principal Balance of the Class A-17 Certificates on the
next succeeding Distribution Date on which mandatory distributions are to be
made, the principal balance of Class A-17 Certificates would not be reduced to
zero, the Individual Class A-17 Certificates to which such distributions will be
applied shall be selected by the Clearing Agency from those Class A-17
Certificates not otherwise receiving distributions in reduction of the principal
balance on such Distribution Date. The Trustee shall notify the Clearing Agency
of the aggregate amount of the mandatory distribution in reduction of the Class
A Principal Balance of the Class A-17 Certificates to be made on the next
Distribution Date. The Clearing Agency shall then allocate such aggregate amount
among its Clearing Agency Participants on a random lot basis. Each Clearing
Agency Participant and, in turn, each Clearing Agency Indirect Participant will
then select, in accordance with its own random lot procedures, Individual Class
A-17 Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the principal balance of the Certificates of such
Class, such that the total amount so selected is equal to the aggregate amount
of such mandatory distributions allocated to such Clearing Agency Participant by
the Clearing Agency and to such Clearing Agency Indirect Participant by its
related Clearing Agency Participant, as the case may be. Clearing Agency
Participants and Clearing Agency Indirect Participants which hold Class A-17
Certificates selected for mandatory distributions in reduction of the principal
balances are required to provide notice of such mandatory distributions to the
affected Beneficial Owners. The Master Servicer agrees to notify the Trustee of
the amount of distributions in reduction of the principal balances of Class A-17
Certificates to be made on each Distribution Date in a timely manner such that
the Trustee may fulfill its obligations pursuant to the Letter of
Representations dated the Business Day immediately preceding the Closing Date
among the Seller, the Trustee and the Clearing Agency.
(e) On the Closing Date, the Rounding Account shall be established with the
Trustee and the Seller shall cause to be initially deposited with the Trustee a
$999.99 deposit for the Rounding Account. On each Distribution Date on which a
distribution is made in reduction of the principal balance of the Class A-17
Certificates, funds on deposit in the Rounding Account shall be available to be
applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class A Principal Balance to be made on the
Class A-17 Certificates. Rounding of such distribution on the Class A-17
Certificates shall be accomplished, on the first such Distribution Date, by
withdrawing from the Rounding Account the amount of funds, if any, needed to
round the amount otherwise available for such distribution in reduction of the
principal balance of the Class A-17 Certificates upward to the next integral
multiple of $1,000. On each succeeding Distribution Date on which distributions
in reduction of the principal balance of the Class A-17 Certificates are to be
made, the aggregate amount of such distributions allocable to the Class A-17
Certificates shall be applied first to repay any funds withdrawn from the
Rounding Account on the prior Distribution Date for which funds were withdrawn
from such account, and then the remainder of such allocable amount, if any,
shall be similarly rounded upward and applied as distributions in reduction of
the principal balance of the Class A-17 Certificates; this process shall
continue on succeeding Distribution Dates until the Class A Principal Balance of
the Class A-17 Certificates has been reduced to zero. The funds in the Rounding
Account shall be held in a non-interest bearing account and shall not be
reinvested.
Notwithstanding anything herein to the contrary, on the Distribution Date
on which distributions in reduction of the Class A Principal Balance of the
Class A-17 Certificates will reduce the Class A Principal Balance thereof to
zero or in the event that distributions in reduction of the Class A Principal
Balance of the Class A-17 Certificates are made in accordance with the
provisions set forth in Section 4.07(f), an amount equal to the difference
between $1,000 and the sum then held in the Rounding Account shall be paid from
the Pool Distribution Amount to the Rounding Account. Any funds then on deposit
in such Rounding Account shall be distributed to the Holder of the Class A-LR
Certificate.
(f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date on and after the earlier to occur of (i) the Cross-Over Date
or (ii) Ambac's failure to make a payment with respect to a Class A-17
Distribution Deficiency, distributions in reduction of the Principal Balance of
the Class A-17 Certificates (including amounts paid in respect of such losses
under the Policy) will be made on a pro rata basis among the Holders of the
Class A-17 Certificates and will not be made in integral multiples of $1,000 or
pursuant to requested distributions or mandatory distributions by random lot.
(g) In the event that the pro rata distributions described in section
4.07(f) cannot be made through the facilities of the Clearing Agency, the Class
A-17 Certificates will be withdrawn from the facilities of the Clearing Agency
and Definitive Certificates will be issued to replace such withdrawn Book-Entry
Certificates pursuant to Section 5.07. An amendment to this Agreement, which may
be approved without the consent of any Certificateholders, shall establish
procedures relating to the manner in which pro rata distributions in reduction
of the principal balances of the Class A-17 Certificates are to be made;
provided that such procedures shall be consistent, to the extent practicable and
customary for certificates similar to the Class A-17 Certificates, with the
provisions of this Section 4.07.
Section 4.08 Policy Matters.
(a) If, on the second Business Day before any Distribution Date, the
Trustee determines that there will be a Class A-17 Distribution Deficiency for
such Distribution Date, the Trustee shall determine the amount of such Class
A-17 Distribution Deficiency and shall give notice to Ambac by telephone or
telecopy of the amount of such deficiency confirmed in writing by the Notice of
Nonpayment by 12:00 noon, New York City time on such second Business Day.
(b) At the time of the execution and delivery of this Agreement, the
Trustee shall establish a separate special purpose trust account in the name of
the Trustee for the benefit of Holders of the Class A-17 Certificates referred
to herein as the "Policy Payments Account" over which the Trustee shall have
exclusive control and sole right of withdrawal. The Trustee shall deposit any
amounts paid under the Policy into the Policy Payments Account and distribute
such amounts only for purposes of payment to Holders of the Class A-17
Certificates of the Class A-17 Distribution Deficiency for which a claim was
made and such amounts may not be applied to satisfy any costs, expenses or
liabilities of the Trustee or the Trust Estate. Amounts paid under the Policy
shall be disbursed by the Trustee to Holders of the Class A-17 Certificates in
the same manner as distributions in reduction of the principal balance of and
interest on the Certificates of such Class are made under Section 4.01(e). It
shall not be necessary for such payments of the Class A-17 Distribution
Deficiency to be made by checks or wire transfers separate from the check or
wire transfer used to pay distributions in reduction of the principal balance of
and interest on the Class A-17 Certificates with funds available to make such
distributions. However, the amount of any distribution to be paid from funds
transferred from the Policy Payments Account shall be noted as provided in (c)
below and in the statement to be furnished to Holders of the Class A-17
Certificates and Ambac pursuant to Section 4.04. Funds held in the Policy
Payments Account shall not be invested by the Trustee.
On any Distribution Date with respect to which a claim has been made under
the Policy, the amount of any funds received by the Trustee as a result of the
claim under the Policy to the extent necessary to make distributions on the
Class A-17 Certificates equal to the Class A-17 Distribution Deficiency on such
Distribution Date shall be withdrawn from the Policy Payments Account and
applied by the Trustee to the payment in full of the Class A-17 Distribution
Deficiency. Any funds deposited into the Policy Payments Account in respect of
the Class A-17 Certificates that are remaining therein on the first Business Day
following a Distribution Date after the Class A-17 Distribution Deficiency has
been made to the Certificateholders of such Class shall be remitted in
immediately available funds to Ambac, pursuant to the instructions of Ambac, by
the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the Class A-17
Interest Loss Amount, the Class A-17 Principal Loss Amount and any Non-Supported
Interest Shortfall allocated to the Class A-17 Certificates once the Reserve
Fund has been depleted, paid from moneys received under the Policy. Ambac shall
have the right to inspect such records at reasonable times upon one Business
Day's prior notice to the Trustee.
(d) In the event that the Trustee has received a certified copy of an order
of the appropriate court that any distributions in reduction of the principal
balance of or interest on a Class A-17 Certificate has been avoided in whole or
in part as a preference payment under applicable bankruptcy law, the Trustee
shall so notify Ambac and shall comply with the provisions of the applicable
Policy to obtain payment by Ambac of such avoided distribution, and shall, at
the time it provides notice to Ambac, notify, by mail to Holders of the
Certificates of such Class that, in the event that any Holder's distribution is
so recovered, such Holder will be entitled to payment pursuant to the terms of
the applicable Policy, a copy of which shall be made available by the Trustee
and the Trustee shall furnish to Ambac its records evidencing the distributions
in reduction of the principal balance of and interest (including any
Non-Supported Interest Shortfall described in Section 4.08(c)) on the Class A-17
Certificates, if any, which have been made by the Trustee and subsequently
recovered from Holders, and the dates on which such distributions were made.
Such payment under the applicable Policy shall be disbursed to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the order
and not to the Trustee or any Class A-17 Certificateholder directly (unless such
Certificateholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the order, in which case
such payment shall be disbursed to the Trustee for distribution to such
Certificateholder upon proof of such payment reasonably satisfactory to Ambac).
(e) The Trustee shall promptly notify Ambac of any proceeding or the
institution of any action seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership or similar law (a "Preference
Claim") of any distribution made with respect to the Class A-17 Certificates as
to which it has actual knowledge. Each Holder of a Class A-17 Certificate, by
its purchase of such Certificates and the Trustee hereby agree that Ambac (so
long as no Ambac Default exists) may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim, including, without limitation, (i) the direction of any appeal
of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, Ambac shall be subrogated to the rights of
the Trustee and each Holder in the conduct of any Preference Claim, including,
without limitation, all rights of any party to an adversary proceeding or action
with respect to any court order issued in connection with any such Preference
Claim.
(f) The Trustee acknowledges, and each Holder of a Class A-17 Certificate
by its acceptance of such Certificate agrees, that without any further action on
the part of Ambac, Ambac shall be subrogated to all of the rights to amounts
distributable to such Certificateholders in respect of Class A Unpaid Interest
Shortfalls, Non-Supported Interest Shortfalls allocated to such Certificates and
recoveries, if any, with respect to the Class A-17 Principal Loss Amounts with
respect to amounts paid under the Policy. The Class A-17 Certificateholders by
acceptance of such Certificates assign their rights as Holders of such
Certificates to Ambac to the extent of Ambac's interest with respect to amounts
paid.
(g) The Master Servicer shall designate an Ambac Contact Person who shall
be available to Ambac to provide reasonable access to information regarding the
Mortgage Loans. The initial Ambac Contact Person is appointed in Section 11.27.
(h) The Trustee shall surrender the Policy to Ambac for cancellation upon
the expiration of the term of the Policy as provided in the Policy.
(i) The Trustee upon receipt from the Master Servicer shall send to Ambac
the report prepared pursuant to Section 3.05 and the statements prepared
pursuant to Section 4.04.
Section 4.09. Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be made
on the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates 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-3, Class A-18,
Class A-PO, Class A-R and Class A-LR Certificates, integral multiples of $1,000
in excess thereof (except, if necessary, for one Certificate of each Class
(other than the Class A-3, Class A-18, Class A-PO, Class A-R and Class A-LR
Certificates) that evidences one Single Certificate plus such additional
principal portion or notional amount as is required in order for all
Certificates of such Class to equal the aggregate Original Principal Balance or
notional amount of such Class, as the case may be), and shall be substantially
in the respective forms set forth as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7,
A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, A-16, A-17, A-18, A-19, A-20,
A-PO, A-R, A-LR, B-1, B-2, B-3, B-4, B-5, B-6, and C (reverse side of
Certificates) hereto. On original issue the Certificates shall be executed and
delivered by the Trustee to or upon the order of the Seller upon receipt by the
Trustee or the Custodian of the documents specified in Section 2.01. The
aggregate principal portion (or notional amount) evidenced by the Class A and
Class B Certificates shall be the sum of the amounts specifically set forth in
the respective Certificates. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by any Responsible Officer thereof.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall bind the Trustee
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless manually countersigned by a Responsible Officer of the Trustee, or unless
there appears on such Certificate a certificate of authentication executed by
the Authenticating Agent by manual signature, and such countersignature or
certificate upon a Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Until such time as Definitive Certificates are issued pursuant to Section
5.07, each Book-Entry Certificate shall bear the following legend:
"Unless this certificate is presented by an authorized representative of
[the Clearing Agency] to the Trustee or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
[the Clearing Agency] or such other name as requested by an authorized
representative of [the Clearing Agency] and any payment is made to [the Clearing
Agency], any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful since the registered owner hereof, [the Clearing
Agency], has an interest herein."
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Seller. Such Certificates shall initially be registered in the Certificate
Register in the name of the nominee of the initial Clearing Agency, and no
Beneficial Owner will receive a definitive certificate representing such
Beneficial Owner's interest in the Book-Entry Certificates, except as provided
in Section 5.07. Unless and until definitive, fully registered certificates
("Definitive Certificates") have been issued to Beneficial Owners pursuant to
Section 5.07:
(i) the provisions of this Section 5.01(b) shall be in full force and
effect;
(ii) the Seller, the Master Servicer, the Certificate Registrar and
the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Book-Entry Certificates and the taking
of actions by the Holders of Book-Entry Certificates) as the authorized
representative of the Beneficial Owners;
(iii) to the extent that the provisions of this Section 5.01(b)
conflict with any other provisions of this Agreement, the provisions of
this Section 5.01(b) shall control;
(iv) the rights of Beneficial Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law, the
rules, regulations and procedures of the Clearing Agency and agreements
between such Beneficial Owners and the Clearing Agency and/or the Clearing
Agency Participants, and all references in this Agreement to actions by
Certificateholders shall, with respect to the Book-Entry Certificates,
refer to actions taken by the Clearing Agency upon instructions from the
Clearing Agency Participants, and all references in this Agreement to
distributions, notices, reports and statements to Certificateholders shall,
with respect to the Book-Entry Certificates, refer to distributions,
notices, reports and statements to the Clearing Agency or its nominee, as
registered holder of the Book-Entry Certificates, as the case may be, for
distribution to Beneficial Owners in accordance with the procedures of the
Clearing Agency; and
(v) the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the Certificates to the Clearing Agency
Participants, for distribution by such Clearing Agency Participants to the
Beneficial Owners or their nominees.
For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing specified Voting Interests, such direction or consent
shall be given by Beneficial Owners having the requisite Voting Interests,
acting through the Clearing Agency.
Unless and until Definitive Certificates have been issued to Beneficial
Owners pursuant to Section 5.07, copies of the reports or statements referred to
in Section 4.04 shall be available to Beneficial Owners upon written request to
the Trustee at the Corporate Trust Office.
Section 5.02. Registration of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be maintained in accordance with the provisions of Section 5.06 a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall act as, or
shall appoint, a Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any
office or agency maintained for such purpose pursuant to Section 5.06 (and
subject to the provisions of this Section 5.02) the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like aggregate principal portion or Percentage Interest
and of the same Class.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized Denominations of a like aggregate principal
portion or Percentage Interest and of the same Class upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and
shall date, authenticate (or cause the Authenticating Agent to authenticate) and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar or the Trustee) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar, duly executed by the Holder thereof
or his attorney duly authorized in writing.
No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
All Certificates surrendered for transfer and exchange shall be canceled by
the Certificate Registrar, the Trustee or the Authenticating Agent in accordance
with their standard procedures.
(b) No transfer of a Class 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 Trustee or the Seller may, if such transfer is to be made within
three years after the later of (i) the date of the initial sale of Certificates
or (ii) the last date on which the Seller or any affiliate thereof was a Holder
of the Certificates proposed to be transferred, require a Class 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 Trustee and the
Seller, to the effect that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Seller or the Master Servicer, and
(ii) the Trustee shall require the transferee (other than an affiliate of the
Seller on the Closing Date) to execute an investment letter in the form of
Exhibit J hereto certifying to the Seller and the Trustee the facts surrounding
such transfer, which investment letter shall not be an expense of the Trustee,
the Seller or the Master Servicer. The Holder of a Class 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 Trustee, the Seller, the Master Servicer and any
Paying Agent acting on behalf of the Trustee against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws. Neither the Seller nor the Trustee is under an
obligation to register the Class 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 Trustee 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 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 Trustee 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 the Trustee, the Seller or the Master Servicer to any obligation in
addition to those undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Trustee, the Seller or the Master Servicer and (B) such
other opinions of counsel, officer's certificates and agreements as the Seller
or the Master Servicer may require in connection with such transfer, which
opinions of counsel, officers' certificates and agreements shall not be an
expense of the Trustee, the Seller or the Master Servicer. The Class A-PO and
Class B Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph.
(d) No legal or beneficial interest in all or any portion of the Class A-R
or Class A-LR Certificate may be transferred directly or indirectly to a
"disqualified organization" within the meaning of Code Section 860E(e)(5) or an
agent of a disqualified organization (including a broker, nominee, or
middleman), to a Plan or a Person acting on behalf of or investing the assets of
a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual,
corporation, partnership or other person unless such transferee (i) is not a
Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class
A-LR Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Trustee with an
effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that
has delivered to both the transferor and the Trustee an opinion of a nationally
recognized tax counsel to the effect that the transfer of the Class A-R or Class
A-LR Certificate to it is in accordance with the requirements of the Code and
the regulations promulgated thereunder and that such transfer of the Class A-R
or Class A-LR Certificate will not be disregarded for federal income tax
purposes (any such person who is not covered by clauses (i), (ii) or (iii) above
being referred to herein as a "Non-permitted Foreign Holder"), and any such
purported transfer shall be void and have no effect. The Trustee shall not
execute, and shall not authenticate (or cause the Authenticating Agent to
authenticate) and deliver, a new Class A-R or Class A-LR Certificate in
connection with any such transfer to a disqualified organization or agent
thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder
or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the
Trustee shall accept a surrender for transfer or registration of transfer, or
register the transfer of, the Class A-R or Class A-LR Certificate, unless the
transferor shall have provided to the Trustee an affidavit, substantially in the
form attached as Exhibit H hereto, signed by the transferee, to the effect that
the transferee is not such a disqualified organization, an agent (including a
broker, nominee, or middleman) for any entity as to which the transferee has not
received a substantially similar affidavit, an ERISA Prohibited Holder or a
Non-permitted Foreign Holder, which affidavit shall contain the consent of the
transferee to any such amendments of this Agreement as may be required to
further effectuate the foregoing restrictions on transfer of the Class A-R or
Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders
or Non-permitted Foreign Holders. Such affidavit shall also contain the
statement of the transferee that (i) the transferee has historically paid its
debts as they have come due and intends to do so in the future, (ii) the
transferee understands that it may incur liabilities in excess of cash flows
generated by the residual interest, (iii) the transferee intends to pay taxes
associated with holding the residual interest as they become due and (iv) the
transferee will not transfer the Class A-R or Class A-LR Certificate to any
Person who does not provide an affidavit substantially in the form attached as
Exhibit H hereto.
The affidavit described in the preceding paragraph, if not executed in
connection with the initial issuance of the Class A-R or Class A-LR Certificate,
shall be accompanied by a written statement in the form attached as Exhibit I
hereto, signed by the transferor, to the effect that as of the time of the
transfer, the transferor has no actual knowledge that the transferee is a
disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign
Holder, and has no knowledge or reason to know that the statements made by the
transferee with respect to clauses (i) and (iii) of the last sentence of the
preceding paragraph are not true. The Class A-R and Class A-LR Certificates
shall bear a legend referring to the foregoing restrictions contained in this
paragraph and the preceding paragraph.
Upon notice to the Master Servicer that any legal or beneficial interest in
any portion of the Class A-R or Class A-LR Certificate has been transferred,
directly or indirectly, to a disqualified organization or agent thereof
(including a broker, nominee, or middleman) in contravention of the foregoing
restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class
A-LR Certificate in constructive trust for the last transferor who was not a
disqualified organization or agent thereof, and such transferor shall be
restored as the owner of such Class A-R or Class A-LR Certificate as completely
as if such transfer had never occurred, provided that the Master Servicer may,
but is not required to, recover any distributions made to such transferee with
respect to the Class A-R or Class A-LR Certificate, and (ii) the Master Servicer
agrees to furnish to the Internal Revenue Service and to any transferor of the
Class A-R or Class A-LR Certificate or such agent (within 60 days of the request
therefor by the transferor or agent) such information necessary to the
application of Code Section 860E(e) as may be required by the Code, including
but not limited to the present value of the total anticipated excess inclusions
with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for
periods after such transfer. At the election of the Master Servicer, the cost to
the Master Servicer of computing and furnishing such information may be charged
to the transferor or such agent referred to above; however, the Master Servicer
shall in no event be excused from furnishing such information.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Trustee or the
Authenticating Agent, or the Trustee 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 Trustee 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 Trustee or the Authenticating
Agent that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute and authenticate (or cause the Authenticating Agent to
authenticate) and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal portion or Percentage Interest and of the same Class. Upon the
issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expense (including the fees and expenses of the Trustee or the
Authenticating Agent) in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Estate, as if originally issued, whether or not the lost,
stolen, or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to the due presentation of a Certificate for registration of
transfer, the Seller, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01, and for all other purposes whatsoever,
and neither the Seller, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Seller, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary.
Section 5.05. Access to List of Certificateholders' Names and Addresses.
(a) If the Trustee is not acting as Certificate Registrar, the Certificate
Registrar shall furnish or cause to be furnished to the Trustee, within 15 days
after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders of each Class as of the most
recent Record Date.
(b) If five or more Certificateholders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and such application states that
the applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days following the
receipt of such application, afford such applicants access during normal
business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of the date more than 90 days prior to the date of
receipt of such applicants' request and the Trustee is not the Certificate
Registrar, the Trustee shall promptly request from the Certificate Registrar a
current list as provided in paragraph (a) hereof, and shall afford such
applicants access to such list promptly upon receipt.
(c) Every Certificateholder, by receiving and holding a Certificate, agrees
with the Seller, the Master Servicer, the Certificate Registrar and the Trustee
that neither the Seller, the Master Servicer, the Certificate Registrar nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names, addresses and Percentage Interests of the
Certificateholders hereunder, regardless of the source from which such
information was delivered.
Section 5.06. Maintenance of Office or Agency.
The Trustee will maintain, at its expense, an office or agency where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Trustee initially designates
the Corporate Trust Office and the principal corporate trust office of the
Authenticating Agent, if any, as its offices and agencies for said purposes.
Section 5.07. Definitive Certificates.
If (i)(A) the Master Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able properly to discharge its
responsibilities as depository with respect to the Book-Entry Certificates, and
(B) the Master Servicer is unable to locate a qualified successor, (ii) the
Master Servicer, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, (iii) after the
occurrence of dismissal or resignation of the Master Servicer, Beneficial Owners
representing aggregate Voting Interests of not less than 51% of the aggregate
Voting Interests of each outstanding Class of Book-Entry Certificates advise the
Trustee through the Clearing Agency and Clearing Agency Participants in writing
that the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Beneficial Owners or (iv) upon the
occurrence of the events specified in Section 4.07(g), the Trustee shall notify
the Beneficial Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to Beneficial
Owners requesting the same. Upon surrender to the Trustee by the Clearing Agency
of the Certificates held of record by its nominee, accompanied by reregistration
instructions and directions to execute and authenticate new Certificates from
the Master Servicer, the Trustee shall execute and authenticate Definitive
Certificates for delivery at its Corporate Trust Office. The Master Servicer
shall arrange for, and will bear all costs of, the printing and issuance of such
Definitive Certificates. Neither the Seller, the Master Servicer nor the Trustee
shall be liable for any delay in delivery of such instructions by the Clearing
Agency and may conclusively rely on, and shall be protected in relying on, such
instructions.
Section 5.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to Beneficial Owners pursuant to Section
5.07, the Trustee shall give all such notices and communications specified
herein to be given to Holders of Book-Entry Certificates to the Clearing Agency.
<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, a
copy of which shall be delivered, but not addressed, to Ambac. No such
resignation shall become effective until the Trustee or a successor servicer
shall have assumed the Master Servicer's responsibilities, duties, liabilities
and obligations hereunder.
Section 6.05. Compensation to the Master Servicer.
The Master Servicer shall be entitled to receive a monthly fee equal to the
Master Servicing Fee, as compensation for services rendered by the Master
Servicer under this Agreement. The Master Servicer also will be entitled to any
late reporting fees paid by a Servicer pursuant to its Servicing Agreement 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 any agreement, instrument
or act purporting to effect any such assignment, transfer, delegation or
appointment shall be void. Notwithstanding the foregoing, the Master Servicer
shall have the right without the prior written consent of the Trustee (i) to
assign its rights and delegate its duties and obligations hereunder; provided,
however, that (a) the purchaser or transferee accepting such assignment or
delegation is qualified to service mortgage loans for FNMA or FHLMC, is
satisfactory to the Trustee, in the exercise of its reasonable judgment, and
executes and delivers to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
purchaser or transferee of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
hereunder from and after the date of such agreement; and (b) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, sale or transfer is not reasonably likely to be qualified,
downgraded or withdrawn as a result of such assignment, sale or transfer and the
Certificates are not reasonably likely to be placed on credit review status by
any such Rating Agency (without, in the case of the Class A-17 Certificates,
giving effect to the guaranty provided by Ambac); and (ii) to delegate to,
subcontract with, authorize, or appoint an affiliate of the Master Servicer to
perform and carry out any duties, covenants or obligations to be performed and
carried out by the Master Servicer under this Agreement and hereby agrees so to
delegate, subcontract, authorize or appoint to an affiliate of the Master
Servicer any duties, covenants or obligations to be performed and carried out by
the Master Servicer to the extent that such duties, covenants or obligations are
to be performed in any state or states in which the Master Servicer is not
authorized to do business as a foreign corporation but in which the affiliate is
so authorized. In no case, however, shall any permitted assignment and
delegation relieve the Master Servicer of any liability to the Trustee or the
Seller under this Agreement, incurred by it prior to the time that the
conditions contained in clause (i) above are met.
Section 6.07. Indemnification of Trustee and Seller by Master Servicer.
The Master Servicer shall indemnify and hold harmless the Trustee and the
Seller and any director, officer or agent thereof against any loss, liability or
expense, including reasonable attorney's fees, arising out of, in connection
with or incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties of the Master Servicer under this Agreement or by
reason of reckless disregard of its obligations and duties under this Agreement.
Any payment pursuant to this Section made by the Master Servicer to the Trustee
or the Seller shall be from such entity's own funds, without reimbursement
therefor. The provisions of this Section 6.07 shall survive the termination of
this Agreement.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
In case one or more of the following Events of Default by the Master
Servicer shall occur and be continuing, that is to say:
(i) any failure by the Master Servicer (a) to remit any funds to the
Paying Agent as required by Section 4.03 or (b) to distribute or cause to
be distributed to Certificateholders any payment required to be made by the
Master Servicer under the terms of this Agreement which, in either case,
continues unremedied for a period of three business days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or to
the Master Servicer and the Trustee by the holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting
Interest represented by all Certificates; or
(ii) any failure on the part of the Master Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer in the Certificates or in this Agreement
which continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee, or to the Master
Servicer and the Trustee by the holders of Certificates evidencing in the
aggregate not less than 25% of the aggregate Voting Interest represented by
all Certificates; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged and unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
trustee, conservator, receiver or liquidator or liquidating committee in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and
liabilities, voluntary liquidation or similar proceedings of or relating to
the Master Servicer, or of or relating to all or substantially all of its
property; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency, bankruptcy or reorganization statute, make an
assignment for the benefit of its creditors or voluntarily suspend payment
of its obligations;
(vi) the Master Servicer shall be dissolved, or shall dispose of all
or substantially all of its assets; or consolidate with or merge into
another entity or shall permit another entity to consolidate or merge into
it, such that the resulting entity does not meet the criteria for a
successor servicer, as specified in Section 6.02 hereof; or
(vii) the Master Servicer and any subservicer appointed by it becomes
ineligible to service for both FNMA and FHMLC, which ineligibility
continues unremedied for a period of 90 days.
then, and in each and every such case, subject to applicable law, so long as an
Event of Default shall not have been remedied, either the Trustee or the holders
of Certificates evidencing in the aggregate not less than 66 2/3% of the
aggregate Voting Interest represented by all Certificates, by notice in writing
to the Master Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans, but without prejudice to any
rights which the Master Servicer may have to the aggregate Master Servicing Fees
due prior to the date of transfer of the Master Servicer's responsibilities
hereunder, reimbursement of expenses to the extent permitted by this Agreement,
Periodic Advances and other advances of its own funds. Upon receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section, subject to the provisions of Section 7.05; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder and shall promptly provide the
Trustee all documents and records reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and shall promptly also
transfer to the Trustee all amounts which then have been or should have been
deposited in the Certificate Account by the Master Servicer or which are
thereafter received by the Master Servicer with respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and
Duties of Trustee During Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the 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 shall have knowledge of any failure of the
Master Servicer specified in Section 7.01(i) or (ii) which would become an Event
of Default upon the Master Servicer's failure to remedy the same after notice,
the Trustee may, but need not if the Trustee deems it not in the
Certificateholders' best interest, give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
corporate trust officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer as specified in Section 7.01(i)
and (ii) or any Event of Default unless notified thereof in writing by the
Master Servicer or by a Certificateholder.
Section 7.05. Trustee to Act; Appointment of Successor.
When the Master Servicer receives notice of termination pursuant to Section
7.01 or the Trustee receives the resignation of the Master Servicer evidenced by
an Opinion of Counsel pursuant to Section 6.04, the Trustee shall be the
successor in all respects to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for
herein and shall have the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof and in its capacity as such
successor shall have the same limitation of liability herein granted to the
Master Servicer. In the event that the Trustee is succeeding to the Master
Servicer as the Master Servicer, as compensation therefor, the Trustee shall be
entitled to receive monthly such portion of the Master Servicing Fee, together
with such other servicing compensation as is agreed to at such time by the
Trustee and the Master Servicer, but in no event more than 25% thereof until the
date of final cessation of the Master Servicer's servicing activities hereunder.
Notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act or to obtain a qualifying bid as described
below, appoint, or petition a court of competent jurisdiction to appoint, any
housing and home finance institution, bank or mortgage servicing institution
having a net worth of not less than $10,000,000 and meeting such other standards
for a successor servicer as are set forth herein, as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, however, that
until such a successor master servicer is appointed and has assumed the
responsibilities, duties and liabilities of the Master Servicer hereunder, the
Trustee shall continue as the successor to the Master Servicer as provided
above. The compensation of any successor master servicer so appointed shall not
exceed the compensation specified in Section 6.05 hereof. In the event the
Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth in the preceding sentence for the purchase of the
master servicing functions. Such public announcement shall specify that the
successor master servicer shall be entitled to the full amount of the Master
Servicing Fee as compensation together with the other servicing compensation in
the form of late reporting fees or otherwise as provided in Section 6.05. Within
30 days after any such public announcement, the Trustee shall negotiate and
effect the sale, transfer and assignment of the master servicing rights and
responsibilities hereunder to the qualified party submitting the highest
qualifying bid. The Trustee shall deduct all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Master Servicer in respect of such sale, transfer and
assignment. After such deductions, the remainder of such sum shall be paid by
the Trustee to the Master Servicer at the time of such sale, transfer and
assignment to the Master Servicer's successor. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Master Servicer agrees to cooperate with the
Trustee and any successor servicer in effecting the termination of the Master
Servicer's servicing responsibilities and rights hereunder and shall promptly
provide the Trustee or such successor master servicer, as applicable, all
documents and records reasonably requested by it to enable it to assume the
Master Servicer's function hereunder and shall promptly also transfer to the
Trustee or such successor master servicer, as applicable, all amounts which then
have been or should have been deposited in the Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor master servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Notwithstanding anything
to the contrary contained in Section 7.01 above or this Section 7.05, the Master
Servicer shall retain all of its rights and responsibilities hereunder, and no
successor (including the Trustee) shall succeed thereto, if the assumption
thereof by such successor would cause the rating assigned to any Certificates to
be revoked, downgraded or placed on credit review status (other than for
possible upgrading) (without, in the case of the Class A-17 Certificates, giving
effect to the guaranty provided by Ambac) by either Rating Agency and the
retention thereof by the Master Servicer would avert such revocation,
downgrading or review.
Section 7.06. Notification to Certificateholders.
Upon any termination of the Master Servicer or appointment of a successor
master servicer, in each case as provided herein, the Trustee shall give prompt
written notice thereof to Ambac and Certificateholders at their respective
addresses appearing in the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, unless such Event of Default shall have
been cured or waived within said 45 day period.
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured),
the Trustee, subject to the provisions of Sections 7.01, 7.03, 7.04 and 7.05,
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in its exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such investor's
own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any certificate, statement,
instrument, report, notice or other document furnished by the Master Servicer or
the Servicers pursuant to Articles III, IV and IX.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee, and conforming
to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates which evidence in
the aggregate not less than 25% of the Voting Interest represented by all
Certificates relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Agreement; and
(iii) The Trustee shall not be liable for any error of judgment made
in good faith by any of its respective Responsible Officers, unless it
shall be proved that the Trustee or such Responsible Officer, as the case
may be, was negligent in ascertaining the pertinent facts.
None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
Section 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may 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) The Trustee 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) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this
Agreement; and
(iv) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
Section 8.03. Trustee Not Required to Make Investigation.
Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond, Mortgage, Mortgage Note or other paper
or document (provided the same appears regular on its face), unless requested in
writing to do so by holders of Certificates evidencing in the aggregate not less
than 51% of the Voting Interest represented by all Certificates; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such investigation
shall be paid by the Master Servicer or, if paid by the Trustee or the Trustee,
shall be repaid by the Master Servicer upon demand.
Section 8.04. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
certificate of authentication on the Certificates) shall be taken as the
statements of the Seller, and the Trustee assumes no responsibility as to the
correctness of the same. The Trustee makes no representation for the correctness
of the same. The Trustee makes no representation as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document. Subject to Section 2.04, the Trustee shall not be accountable
for the use or application by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Master Servicer in respect of the Mortgage Loans deposited into the
Certificate Account by the Master Servicer or, in its capacity as trustee, for
investment of any such amounts.
Section 8.05. Trustee May Own Certificates.
The Trustee and any agent thereof, in its individual or any other capacity,
may become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee or such agent.
Section 8.06. The Master Servicer to Pay Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to receive, reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and the
Master Servicer will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement,
or advance as may arise from its negligence or bad faith.
Section 8.07. Eligibility Requirements.
The Trustee hereunder shall at all times (i) be a corporation or
association having its principal office in a state and city acceptable to the
Seller, organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, or shall
be a member of a bank holding system, the aggregate combined capital and surplus
of which is at least $50,000,000, provided that its separate capital and surplus
shall at all times be at least the amount specified in Section 310(a)(2) of the
Trust Indenture Act of 1939, (ii) be subject to supervision or examination by
federal or state authority and (iii) have a credit rating or be otherwise
acceptable to the Rating Agencies such that neither of the Rating Agencies would
reduce their respective then current ratings of the Certificates (or have
provided such security from time to time as is sufficient to avoid such
reduction) as evidenced in writing by each Rating Agency. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, such entity shall resign immediately in the manner
and with the effect specified in Section 8.08.
Section 8.08. Resignation and Removal.
The Trustee may at any time resign and be discharged from the trust hereby
created by giving written notice of resignation to the Master Servicer, such
resignation to be effective upon the appointment of a successor trustee. Upon
receiving such notice of resignation, the Master Servicer shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning entity and one copy to its
successor. If no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.07 and shall fail to resign after written request
for its resignation by the Master Servicer, or if at any time the Trustee shall
become incapable of acting, or an order for relief shall have been entered in
any bankruptcy or insolvency proceeding with respect to such entity, or a
receiver of such entity or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of the property or
affairs of the Trustee for the purpose of rehabilitation, conversion or
liquidation, or the Master Servicer shall deem it necessary in order to change
the situs of the Trust Estate for state tax reasons, then the Master Servicer
shall remove the Trustee and appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.
The Holders of Certificates evidencing in the aggregate not less than 51%
of the Voting Interests represented by all Certificates (except that any
Certificate registered in the name of the Seller, the Master Servicer or any
affiliate thereof will not be taken into account in determining whether the
requisite Voting Interests has been obtained) may at any time remove the Trustee
and appoint a successor by written instrument or instruments, in triplicate,
signed by such holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set of which shall be delivered to the entity or entities so removed and one
complete set of which shall be delivered to the successor so appointed.
Any resignation or removal of the Trustee and appointment of a successor
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor as provided in Section 8.09.
Section 8.09. Successor.
Any successor trustee appointed as provided in Section 8.08 shall execute,
acknowledge and deliver to the Master Servicer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective, and such
successor, without any further act, deed or reconveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to its successor all Owner Mortgage Loan Files
and related documents and statements held by it hereunder (other than any Owner
Mortgage Loan Files at the time held by a Custodian, which Custodian shall
become the agent of any successor trustee hereunder), and the Seller, the Master
Servicer and the predecessor entity shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations. No successor shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.07
Upon acceptance of appointment by a successor as provided in this Section,
the Master Servicer shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Master Servicer fails to mail such notice within
ten days after acceptance of the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Master Servicer.
Section 8.10. Merger or Consolidation.
Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, to which it may sell or transfer its corporate trust
business and assets as a whole or substantially as a whole or any Person
resulting from any merger, sale, transfer, conversion or consolidation to which
the Trustee shall be a party, or any Person succeeding to the business of such
entity, shall be the successor of the Trustee hereunder; provided, however, that
(i) such Person shall be eligible under the provisions of Section 8.07, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding, and (ii)
the Trustee shall deliver an Opinion of Counsel to the Seller and the Master
Servicer to the effect that such merger, consolidation, sale or transfer will
not subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal,
state or local tax or cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC, which Opinion of Counsel shall be at the sole
expense of the Trustee.
Section 8.11. Authenticating Agent.
The Trustee may appoint an Authenticating Agent, which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Wherever
reference is made in this Agreement to the authentication of Certificates by the
Trustee or the Trustee's countersignature, such reference shall be deemed to
include authentication on behalf of the Trustee by the Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. The Authenticating Agent must be acceptable to the Seller
and the Master Servicer and must be a corporation organized and doing business
under the laws of the United States of America or of any state, having a
principal office and place of business in a state and city acceptable to the
Seller and the Master Servicer, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by federal or state authorities.
Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
The Authenticating Agent may at any time resign by giving at least 30 days'
advance written notice of resignation to the Trustee, the Seller and the Master
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice thereof to the Authenticating Agent, the Seller
and the Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.11, the Trustee
promptly shall appoint a successor Authenticating Agent, which shall be
acceptable to the Master Servicer, and shall give written notice of such
appointment to the Seller, and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.11.
The Authenticating Agent shall have no responsibility or liability for any
action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be a reimbursable expense
under Section 8.06.
Section 8.12. Separate Trustees and Co-Trustees.
The Trustee shall have the power from time to time to appoint one or more
persons or corporations to act either as co-trustees jointly with the Trustee,
or as separate trustees, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business, where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer that such separate trustee or co-trustee is necessary or
advisable) under the laws of any state in which a Mortgaged Property is located
or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a Mortgaged Property is located or in any
state in which any portion of the Trust Estate is located. The Master Servicer
shall advise the Trustee when, in its good faith opinion, a separate trustee or
co-trustee is necessary or advisable as aforesaid. The separate trustees or
co-trustees so appointed shall be trustees for the benefit of all of the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The Seller and the Master Servicer shall join in any such
appointment, but such joining shall not be necessary for the effectiveness of
such appointment.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee, in respect of the receipt, custody and payment of moneys shall be
exercised solely by the Trustee;
(ii) all other rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee
shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of
title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee;
(iii) no separate trustee or co-trustee hereunder shall be personally
liable by reason of any act or omission of any other separate trustee or
co-trustee hereunder; and
(iv) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee so appointed by it, if such resignation
or removal does not violate the other terms of this Agreement.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee, co-trustee, or custodian shall refer to this Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee, or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be furnished to the Trustee.
Any separate trustee, co-trustee, or custodian may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee.
No separate trustee or co-trustee hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.07 hereunder and no
notice to Certificateholders of the appointment thereof shall be required under
Section 8.09 hereof.
The Trustee agrees to instruct its co-trustees, if any, to the extent
necessary to fulfill such entity's obligations hereunder.
The Master Servicer shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 8.06 hereof.
Section 8.13. Appointment of Custodians.
The Trustee may at any time on or after the Closing Date, with the consent
of the Master Servicer and the Seller, appoint one or more Custodians to hold
all or a portion of the Owner Mortgage Loan Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to this Article VIII, the Trustee
agrees to comply with the terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Owner Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.01(a).
Section 8.14. Tax Matters; Compliance with REMIC Provisions.
(a) Each of the Trustee and the Master Servicer covenants and agrees that
it shall perform its duties hereunder in a manner consistent with the REMIC
Provisions and shall not knowingly take any action or fail to take any action
that would (i) affect the determination of the Trust Estate's status as two
separate REMICs; or (ii) cause the imposition of any federal, state or local
income, prohibited transaction, contribution or other tax on either the
Upper-Tier REMIC, the Lower-Tier REMIC or the Trust Estate. The Master Servicer,
or, in the case of any tax return or other action required by law to be
performed directly by the Trustee, the Trustee, shall (i) prepare or cause to be
prepared, timely cause to be signed by the Trustee and file or cause to be filed
annual federal and applicable state and local income tax returns for each of the
Upper-Tier REMIC and the Lower-Tier REMIC using a calendar year as the taxable
year and the accrual method of accounting; (ii) in the first such federal tax
returns, make, or cause to be made, elections satisfying the requirements of the
REMIC Provisions, on behalf of the Trust Estate, to treat each of the Upper-Tier
REMIC and the Lower-Tier REMIC as a REMIC; (iii) prepare, execute and forward,
or cause to be prepared, executed and forwarded, to the Certificateholders all
information reports or tax returns required with respect to the Trust Estate, as
and when required to be provided to the Certificateholders, and to the Internal
Revenue Service and any other relevant governmental taxing authority in
accordance with the REMIC Provisions and any other applicable federal, state or
local laws, including without limitation information reports relating to
"original issue discount" and "market discount" as defined in the Code based
upon the issue prices, prepayment assumption and cash flows provided by the
Seller to the Trustee and calculated on a monthly basis by using the issue
prices of the Certificates; (iv) make available information necessary for the
application of any tax imposed on transferors of residual interests to
"disqualified organizations" (as defined in the REMIC Provisions); (v) file
Forms SS-4 and 8811 and respond to inquiries by Certificateholders or their
nominees concerning information returns, reports or tax returns; (vi) maintain
(or cause to be maintained by the Servicers) such records relating to the
Upper-Tier REMIC and the Lower-Tier REMIC, including but not limited to the
income, expenses, individual Mortgage Loans (including REO Mortgage Loans, other
assets and liabilities of each REMIC, and the fair market value and adjusted
basis of the property of each REMIC determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns or
information reports; (vii) exercise reasonable care not to allow the creation of
any "interests" in either the Upper-Tier REMIC or the Lower-Tier REMIC within
the meaning of Code Section 860D(a)(2) other than the interests in the
Upper-Tier REMIC represented by the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class
A-18, Class A-19, Class A-20, Class A-PO and Class A-R Certificates, the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates and
the interests in the Lower-Tier REMIC represented by the Class A-L1, Class A-L2,
Class A-L4, Class A-L12, Class A-L14, Class A-L15, Class A-L17, Class A-LPO,
Class A-LUR, Class B-L1, Class B-L2, Class B-L3, Class B-L4, Class B-L5 and
Class B-L6 Interests and the Class A-LR Certificate; (viii) exercise reasonable
care not to allow the occurrence of any "prohibited transactions" within the
meaning of Code Section 860F(a), unless the Master Servicer shall have provided
an Opinion of Counsel to the Trustee that such occurrence would not (a) result
in a taxable gain, (b) otherwise subject either the Upper-Tier REMIC or
Lower-Tier REMIC or the Trust Estate to tax or (c) cause the Trust Estate to
fail to qualify as two separate REMICs; (ix) exercise reasonable care not to
allow either the Upper-Tier REMIC or the Lower-Tier REMIC to receive income from
the performance of services or from assets not permitted under the REMIC
Provisions to be held by a REMIC; (x) pay (on behalf of the Upper-Tier REMIC or
the Lower-Tier REMIC) the amount of any federal income tax, including, without
limitation, prohibited transaction taxes, taxes on net income from foreclosure
property, and taxes on certain contributions to a REMIC after the Startup Day,
imposed on the Upper-Tier REMIC or Lower-Tier REMIC, as the case may be, when
and as the same shall be due and payable (but such obligation shall not prevent
the Master Servicer or any other appropriate Person from contesting any such tax
in appropriate proceedings and shall not prevent the Master Servicer from
withholding or depositing payment of such tax, if permitted by law, pending the
outcome of such proceedings); and (xi) if required or permitted by the Code and
applicable law, act as "tax matters person" for the Upper-Tier REMIC or the
Lower-Tier REMIC within the meaning of Treasury Regulations Section 1.860F-4(d),
and the Master Servicer is hereby designated as agent of the Class A-R and Class
A-LR Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class A-R and Class A-LR Certificates shall be tax
matters persons in accordance with the REMIC Provisions). The Master Servicer
shall be entitled to be reimbursed pursuant to Section 3.02 for any taxes paid
by it pursuant to clause (x) of the preceding sentence, except to the extent
that such taxes are imposed as a result of the bad faith, willful misfeasance or
gross negligence of the Master Servicer in the performance of its obligations
hereunder. The Trustee's sole duties with respect to the Upper-Tier REMIC and
Lower Tier REMIC are to sign the tax returns referred to in clause (i) of the
second preceding sentence and to comply with written directions from the Master
Servicer or the Trustee.
In order to enable the Master Servicer or the Trustee, as the case may be,
to perform its duties as set forth above, the Seller shall provide, or cause to
be provided, to the Master Servicer within ten days after the Closing Date all
information or data that the Master Servicer determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash
flows of each Class of Certificates and the Mortgage Loans in the aggregate.
Thereafter, the Seller shall provide to the Master Servicer or the Trustee, as
the case may be, promptly upon request therefor, any such additional information
or data that the Master Servicer or the Trustee, as the case may be, may from
time to time, request in order to enable the Master Servicer to perform its
duties as set forth above. The Seller hereby indemnifies the Master Servicer or
the Trustee, as the case may be, for any losses, liabilities, damages, claims or
expenses of the Master Servicer or the Trustee arising from any errors or
miscalculations by the Master Servicer or the Trustee pursuant to this Section
that result from any failure of the Seller to provide, or to cause to be
provided, accurate information or data to the Master Servicer or the Trustee, as
the case may be, on a timely basis. The Master Servicer hereby indemnifies the
Seller and the Trustee for any losses, liabilities, damages, claims or expenses
of the Seller or the Trustee arising from the Master Servicer's willful
misfeasance, bad faith or gross negligence in preparing any of the federal,
state and local tax returns of the Upper-Tier REMIC and Lower-Tier REMIC as
described above. In the event that the Trustee prepares any of the federal,
state and local tax returns of the Upper-Tier REMIC or Lower-Tier REMIC as
described above, the Trustee hereby indemnifies the Seller and the Master
Servicer for any losses, liabilities, damages, claims or expenses of the Seller
or the Master Servicer arising from the Trustee's willful misfeasance, bad faith
or negligence in connection with such preparation.
(b) Notwithstanding anything in this Agreement to the contrary, each of the
Master Servicer 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 or the Trustee to perform its obligations under this Section 8.14.
Section 8.15. Monthly Advances.
In the event that Norwest Mortgage fails to make a Periodic Advance
required to be made pursuant to the Norwest Servicing Agreement on or before the
Distribution Date, the Trustee shall make a Periodic Advance as required by
Section 3.03 hereof; provided, however, the Trustee shall not be required to
make such Periodic Advances if prohibited by law or if it determines that such
Periodic Advance would be a Nonrecoverable Advance. With respect to those
Periodic Advances which should have been made by Norwest Mortgage, the Trustee
shall be entitled, pursuant to Section 3.02(a)(i), (ii) or (v) hereof, to be
reimbursed from the Certificate Account for Periodic Advances and Nonrecoverable
Advances made by it.
<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 and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the obligation of the Master Servicer to send
certain notices as hereinafter set forth and the tax reporting obligations under
Sections 4.05 and 8.14 hereof) shall terminate upon the last action required to
be taken by the Trustee on the Final Distribution Date pursuant to this Article
IX following the earlier of (i) the purchase by the Seller of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate at a price equal to the sum of (x) 100% of the unpaid principal balance
of each Mortgage Loan (other than any REO Mortgage Loan) as of the Final
Distribution Date, and (y) the fair market value of the Mortgaged Property
related to any REO Mortgage Loan (as determined by the Master Servicer as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01), plus any accrued and unpaid interest
through the last day of the month preceding the month of such purchase at the
applicable Mortgage Interest Rate less any Fixed Retained Yield on each Mortgage
Loan (including any REO Mortgage Loan) and (ii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Estate (including for this purpose the discharge of any
Mortgagor under a defaulted Mortgage Loan on which a Servicer is not obligated
to foreclose due to environmental impairment) or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.
The right of the Seller to purchase all the assets of the Trust Estate
pursuant to clause (i) of the preceding paragraph are subject to Section 9.02
and conditioned upon the Pool Scheduled Principal Balance of the Mortgage Loans
as of the Final Distribution Date being less than the amount set forth in
Section 11.22. In the case of any purchase by the Seller pursuant to said clause
(i), the Seller shall provide to the Trustee the certification required by
Section 3.04 and the Trustee and the Custodian shall, promptly following payment
of the purchase price, release to the Seller the Owner Mortgage Loan Files
pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Estate) or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day of the month preceding
the month of such final distribution and not later than the twentieth day of the
month of such final distribution specifying (A) the Final Distribution Date upon
which final payment of the Certificates will be made upon presentation and
surrender of Certificates at the office or agency of the Trustee therein
designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made (except in the case of any Class A Certificate surrendered on a prior
Distribution Date pursuant to Section 4.01) only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified. If
the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer, the Master Servicer shall deposit
in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Estate computed as above provided. Failure to give notice of
termination as described herein shall not entitle a Certificateholder to any
interest beyond the interest payable on the Final Distribution Date.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders on the Final Distribution Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
the Classes of Class A Certificates, the respective Principal Balance together
with any related Class A Unpaid Interest Shortfall and one month's interest in
an amount equal to the respective Interest Accrual Amount, (ii) as to the
Classes of Class B Certificates, the respective Principal Balance together with
any related Class B Unpaid Interest Shortfall and one month's interest in an
amount equal to the respective Interest Accrual Amount and (iii) as to the Class
A-R and Class A-LR Certificates, the amounts, if any, which remain on deposit in
the Upper-Tier Certificate Account and the Certificate Account, respectively
(other than amounts retained to meet claims) after application pursuant to
clauses (i), (ii) and (iii) above and payment to the Master Servicer of any
amounts it is entitled as reimbursement or otherwise hereunder. Such amount
shall be distributed in respect of interest and principal in respect of the
Uncertificated Lower-Tier Interests in the same amounts as distributed to their
Corresponding Upper-Tier Class or Classes in the manner specified in Section
4.01(a)(ii). Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the Trustee of any Periodic Advances, is
insufficient to pay in full the amounts set forth in clauses (i), (ii) and (iii)
of this paragraph, then any shortfall in the amount available for distribution
to Certificateholders shall be allocated in reduction of the amounts otherwise
distributable on the Final Distribution Date in the same manner as Realized
Losses are allocated pursuant to Sections 4.02(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 Trustee shall on such date cause all funds, if
any, in the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within three months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such escrow account.
Section 9.02. Additional Termination Requirements.
In the event of a termination of the Trust Estate upon the exercise by the
Seller of its purchase option as provided in Section 9.01, the Trust Estate
shall be terminated in accordance with the following additional requirements,
unless the Trustee has received an Opinion of Counsel to the effect that any
other manner of termination (i) will constitute a "qualified liquidation" of the
Trust Estate within the meaning of Code Section 860F(a)(4)(A) and (ii) will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to federal tax or
cause the Trust Estate to fail to qualify as two separate REMICs at any time
that any Certificates are outstanding:
(i) The notice given by the Master Servicer under Section 9.01 shall
provide that such notice constitutes the adoption of a plan of complete
liquidation of the Upper-Tier REMIC and Lower-Tier REMIC as of the date of
such notice (or, if earlier, the date on which the first such notice is
mailed to Certificateholders). The Master Servicer shall also specify such
date in a statement attached to the final tax returns of the Upper-Tier
REMIC and Lower-Tier REMIC; and
(ii) At or after the time of adoption of such a plan of complete
liquidation and at or prior to the Final Distribution Date, the Trustee
shall sell all of the assets of the Trust Estate to the Seller for cash at
the purchase price specified in Section 9.01 and shall distribute such cash
within 90 days of such adoption in the manner specified in Section 9.01.
<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 and the Trustee, and with respect only
to amendments affecting the rights or obligations of Ambac, with the consent of
Ambac, without the consent of any of the Certificateholders, (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions herein or therein,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of the Trust Estate as two
separate REMICs at all times that any Certificates are outstanding or to avoid
or minimize the risk of the imposition of any federal tax on the Trust Estate,
the Upper-Tier REMIC or the Lower-Tier REMIC pursuant to the Code that would be
a claim against the Trust Estate, provided that (a) the Trustee has received an
Opinion of Counsel to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action shall not, as evidenced by such Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder, (iv) to change the timing and/or nature of deposits into the
Upper-Tier Certificate Account and 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 (without, in the
case of the Class A-17 Certificates, giving effect to the guaranty provided by
Ambac), (v) to modify, eliminate or add to the provisions of Section 5.02 or any
other provisions hereof restricting transfer of the Certificates, provided that
the Master Servicer for purposes of Section 5.02 has determined in its sole
discretion that any such modifications to this Agreement will neither adversely
affect the rating on the Certificates nor give rise to a risk that either the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders will
be subject to a tax caused by a transfer to a non-permitted transferee and (vi)
to make any other provisions with respect to matters or questions arising under
this Agreement or such Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder.
This Agreement or any Custodial Agreement may also be amended from time to
time by the Seller, the Master Servicer and the Trustee with the consent of
Ambac (only with respect to amendments affecting the rights or obligations of
Ambac) and the Holders of Certificates evidencing in the aggregate not less than
66-2/3% of the aggregate Voting Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall (i) reduce in any manner
the amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the
interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Voting Interests aggregating not less
than 66-2/3% or (iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not
subject either the Upper-Tier REMIC or the Lower-Tier REMIC to tax or cause
either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding.
Promptly after the execution of any amendment requiring the consent of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder.
It shall not be necessary for the consent of Certificateholders under this
Section 10.01(a) to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(b) Notwithstanding any contrary provision of this Agreement, the Master
Servicer may, from time to time, amend Schedule I hereto without the consent of
any Certificateholder or the Trustee or Ambac; 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:
(i) 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
(ii) changing the Applicable Unscheduled Principal Receipt Period for all
Mortgage Loans serviced by any Servicer to a Mid-Month Receipt Period
with respect to Full Unscheduled Principal Receipts and to a Prior
Month Receipt Period with respect to Partial Unscheduled Principal
Receipts.
A copy of any amendment to Schedule I pursuant to this Section 10.01(b)
shall be promptly forwarded to the Trustee.
Section 10.02. Recordation of Agreement.
This Agreement (or an abstract hereof, if acceptable to the applicable
recording office) is subject to recordation in all appropriate public offices
for real property records in all the towns or other comparable jurisdictions in
which any or all of the Mortgaged Properties are situated, and in any other
appropriate public office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee, but only upon
direction accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 10.03. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Estate, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust Estate, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.
Except as otherwise expressly provided herein, no Certificateholder, solely
by virtue of its status as a Certificateholder, shall have any right to vote or
in any manner otherwise control the operation and management of the Trust
Estate, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.
No Certificateholder, solely by virtue of its status as Certificateholder,
shall have any right by virtue or by availing of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
not less than 25% of the Voting Interest represented by all Certificates shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.
Section 10.04. Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York (without regard to conflicts of laws principles), and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 10.05. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
certified or registered mail, return receipt requested (i) in the case of the
Seller, to Norwest Asset Securities Corporation, 7485 New Horizon Way,
Frederick, Maryland 21703, Attention: Chief Executive Officer, or such other
address as may hereafter be furnished to the Master Servicer and the Trustee in
writing by the Seller, (ii) in the case of the Master Servicer, to Norwest Bank
Minnesota, National Association, 7485 New Horizon Way, Frederick, Maryland
21703, Attention: Vice President or such other address as may hereafter be
furnished to the Seller and the Trustee in writing by the Master Servicer, (iii)
in the case of the Trustee, to the Corporate Trust Office, or such other address
as may hereafter be furnished to the Seller and the Master Servicer in writing
by the Trustee or the Trustee, in each case Attention: Corporate Trust
Department and (iv) in the case of Ambac, to Ambac Assurance Corporation, 1
State Street, New York, New York 10004, Attention: Howard Pfeiffer, Structured
Finance Department; Confirmation: 212-668-0340; Telecopy: 212-363-1459 (in each
case in which notice or other communication to Ambac refers to an Event of
Default or a claim under the policy or with respect to which failure on the part
of Ambac to respond shall be deemed to constitute consent or acceptance, then a
copy of such notice or other communication should also be sent to the attention
of the General Counsel and the Head - [Financial Guaranty Group] shall be marked
to indicate "URGENT MATERIAL ENCLOSED"). Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice mailed or transmitted within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the addressee
receives such notice, provided, however, that any demand, notice or
communication to or upon the Seller, the Master Servicer, or the Trustee shall
not be effective until received.
For all purposes of this Agreement, in the absence of actual knowledge by
an officer of the Master Servicer, the Master Servicer shall not be deemed to
have knowledge of any act or failure to act of any Servicer unless notified
thereof in writing by the Trustee, such Servicer or a Certificateholder.
Section 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 10.07. Special Notices to Rating Agencies and Ambac.
(a) The Trustee shall give prompt notice to each Rating Agency and Ambac of
the occurrence of any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 10.01(a);
(ii) any sale or transfer of the Class B Certificates pursuant to
Section 5.02 to an affiliate of the Seller;
(iii) any assignment by the Master Servicer of its rights and
delegation of its duties pursuant to Section 6.06;
(iv) any resignation of the Master Servicer pursuant to Section 6.04;
(v) the occurrence of any of the Events of Default described in
Section 7.01;
(vi) any notice of termination given to the Master Servicer pursuant
to Section 7.01;
(vii) the appointment of any successor to the Master Servicer pursuant
to Section 7.05; or
(viii) the making of a final payment pursuant to Section 9.01.
(b) The Master Servicer shall give prompt notice to each Rating Agency and
Ambac of the occurrence of any of the following events:
(i) the appointment of a Custodian pursuant to Section 2.02;
(ii) the resignation or removal of the Trustee pursuant to Section
8.08;
(iii) the appointment of a successor trustee pursuant to Section 8.09;
or
(iv) the sale, transfer or other disposition in a single transaction
of 50% or more of the equity interests in the Master Servicer.
(c) The Master Servicer shall deliver to each Rating Agency and Ambac:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. Class A Fixed Pass-Through Rate.
The Class A Fixed Pass-Through Rate is 6.750% per annum.
Section 11.02. Cut-Off Date.
The Cut-Off Date for the Certificates is June 1, 1998.
Section 11.03. Cut-Off Date Aggregate Principal Balance.
The Cut-Off Date Aggregate Principal Balance is $725,337,427.57.
Section 11.04. Original Class A Percentage.
The Original Class A Percentage is 95.99634358%
Section 11.05. Original Principal Balances of the Classes of Class A
Certificates.
As to the following Classes of Class A Certificates, the Principal Balance
of such Class as of the Cut-Off Date, as follows:
Original
Class Principal Balance
----- -----------------
Class A-1 $ 68,147,000.00
Class A-2 $ 3,421,000.00
Class A-4 $ 24,300,000.00
Class A-5 $ 20,000,000.00
Class A-6 $ 3,692,000.00
Class A-7 $ 37,000.00
Class A-8 $ 79,931,000.00
Class A-9 $ 9,600,000.00
Class A-10 $ 4,523,000.00
Class A-11 $ 663,000.00
Class A-12 $ 5,298,000.00
Class A-13 $ 140,900,000.00
Class A-14 $ 125,000,000.00
Class A-15 $ 5,000,000.00
Class A-16 $ 20,315,000.00
Class A-17 $ 20,000,000.00
Class A-19 $ 115,890,000.00
Class A-20 $ 18,657,000.00
Class A-PO $ 649,200.83
Class A-R $ 100.00
Class A-LR $ 100.00
Section 11.05(a). Original Class A-3 Notional Amount.
The Original Class A-3 Notional Amount is $1,009,585.19.
Section 11.05(b). Original Class A-18 Notional Amount.
The Original Class A-18 Notional Amount is $20,000,000.00.
Section 11.05(c). Original Principal Balances of the Class A-5 Components.
As to each of the Class A-5 Components, the Principal Balance of such
Component as of the Cut-Off Date, is as follows:
+ Original
- Principal Balance
-----------------
Class A-5-A Component $ 7,700,000.00
Class A-5-B Component $ 12,300,000.00
Section 11.06. Original Class A Non-PO Principal Balance.
The Original Class A Non-PO Principal Balance is $695,674,200.00.
Section 11.07. Original Subordinated Percentage.
The Original Subordinated Percentage is 4.00365642%.
Section 11.08. Original Class B-1 Percentage.
The Original Class B-1 Percentage is 1.50133528%.
Section 11.09. Original Class B-2 Percentage.
The Original Class B-2 Percentage is 1.30111124%.
Section 11.10. Original Class B-3 Percentage.
The Original Class B-3 Percentage is 0.45040058%.
Section 11.11. Original Class B-4 Percentage.
The Original Class B-4 Percentage is 0.30040505%.
Section 11.12. Original Class B-5 Percentage.
The Original Class B-5 Percentage is 0.20008604%.
Section 11.13. Original Class B-6 Percentage.
The Original Class B-6 Percentage is 0.25031823%.
Section 11.14. Original Class B Principal Balance.
The Original Class B Principal Balance is $29,014,026.74.
Section 11.15. Original Principal Balances of the Classes of Class B
Certificates.
As to the following Classes of Class B Certificate, the Principal Balance
of such Class as of the Cut-Off Date, is as follows:
Original
Class Principal Balance
----- -----------------
Class B-1 $ 10,880,000.00
Class B-2 $ 9,429,000.00
Class B-3 $ 3,264,000.00
Class B-4 $ 2,177,000.00
Class B-5 $ 1,450,000.00
Section 11.16. Original Class B-1 Fractional Interest.
The Original Class B-1 Fractional Interest is 2.50232114%.
Section 11.17. Original Class B-2 Fractional Interest.
The Original Class B-2 Fractional Interest is 1.20120990%.
Section 11.18. Original Class B-3 Fractional Interest.
The Original Class B-3 Fractional Interest is 0.75080931%.
Section 11.19. Original Class B-4 Fractional Interest.
The Original Class B-4 Fractional Interest is 0.45040427%.
Section 11.20. Original Class B-5 Fractional Interest.
The Original Class B-5 Fractional Interest is 0.25031822%.
Section 11.21. Closing Date.
The Closing Date is June 26, 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 $72,533,742.76 (10% of the Cut-Off
Date Aggregate Principal Balance) at the time of any such purchase.
Section 11.23. Wire Transfer Eligibility.
With respect to the Class A (other than the Class A-3, Class A-18, Class
A-PO, Class A-R and Class A-LR Certificates) and the Class B Certificates, the
minimum Denomination eligible for wire transfer on each Distribution Date is
$500,000. With respect to the Class A-3, Class A-18 and Class A-PO Certificates,
the minimum Denomination eligible for wire transfer on each Distribution Date is
100% Percentage Interest. The Class A-R and Class A-LR Certificates are not
eligible for wire transfer.
Section 11.24. Single Certificate.
A Single Certificate for each Class of Class A Certificates (other than the
Class A-3, Class A-17, Class A-18, Class A-20, Class A-PO, Class A-R and Class
A-LR Certificates) and each Class of the Class B Certificates (other than the
Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000
Denomination. A Single Certificate for the Class A-R and Class A-LR Certificates
represents a $100 Denomination. A Single Certificate for the Class B-4, Class
B-5 and Class B-6 Certificates represents a $250,000 Denomination. A Single
Certificate for the Class A-3 Certificates represents a $1,009,585.19
Denomination. A Single Certificate for the Class A-17 Certificates represents a
$1,000.00 Denomination. A Single Certificate for the Class A-18 Certificates
represents a $20,000,000.00 Denomination. A Single Certificate for the Class
A-20 Certificates represents a $25,000.00 Denomination. A Single Certificate for
the Class A-PO Certificates represents a $649,200.83 Denomination.
Section 11.25. Servicing Fee Rate.
The rate used to calculate the Servicing Fee is equal to such rate as is
set forth on the Mortgage Loan Schedule with respect to a Mortgage Loan.
Section 11.26. Master Servicing Fee Rate.
The rate used to calculate the Master Servicing Fee for each Mortgage Loan
is 0.017% per annum.
Section 11.27. Initial Ambac Contact Person.
The Initial Ambac Contact Person shall be B. David Bialzak, Vice President
of the Seller.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
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 Trustee
By:
----------------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
-------------------------
Title:
------------------------
<PAGE>
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this 26th day of June, 1998, before me, a notary public in and for the
State of New York, personally appeared Alan McKenney, known to me who, being by
me duly sworn, did depose and say that he resides at McLean, Virginia; that he
is a 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 26th day of June, 1998, before me, a notary public in and for the
State of New York, personally appeared Nancy E. Burgess, known to me who, being
by me duly sworn, did depose and say that she resides at Frederick, Maryland;
that she is a Vice President of Norwest Bank Minnesota, National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said corporation.
- -------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF )
On this 26th day of June, 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 26th day of June, 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 1998-15 Applicable Unscheduled Principal Receipt Period
Full Unscheduled Partial Unscheduled
Servicer Principal Receipts Principal Receipts
-------- ------------------ ------------------
Norwest Mortgage, Inc. (Exhibit F-1) Prior Month Prior Month
Norwest Mortgage, Inc.(Exhibit F-2) Mid Month Mid Month
The Huntington Mortgage Company Prior Month Prior Month
First Bank National Association Prior Month Prior Month
FT Mortgage Companies Mid-Month Prior Month
Suntrust Mortgage Inc. Prior Month Prior Month
National City Mortgage Co. Prior Month Prior Month
Farmers State Bank and Trust Mid Month Prior Month
People's Bank Mid Month Prior Month
Banc One Mortgage Corp. Mid Month Prior Month
Bank of Oklahoma, N.A. Mid Month Prior Month
Citicorp Mortgage, Inc. Mid Month Prior Month
North Fork Bank Mid Month Prior Month
Brenton Mortgage Inc. Mid Month Prior Month
First Nationwide Mortgage Co. Mid Month Prior Month
Merrill Lynch Credit Corp. Mid Month Prior Month
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 6.650% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
-----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
<PAGE>
EXHIBIT A-3
[FORM OF FACE OF CLASS A-3 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $ (Initial Class A-3
by this Certificate: % Notional Amount)
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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. The Class A-3
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-3 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.750% and (ii) the Class A-3 Notional Amount as of the
related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of 15.46875%
of the initial Class A-3 Notional Amount, including accrued interest, and a
stated redemption price at maturity equal to all interest distributions hereon,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming that this Certificate pays in accordance with projected cash
flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated June 18, 1998 with respect to the offering of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-R and Class A-LR Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial Class A-3 Notional Amount is approximately
4.37417281%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 15.65%; and (iii) the amount of OID allocable to the
short first accrual period (June 26, 1998 to July 25, 1998) as a percentage of
the initial Class A-3 Notional Amount, calculated using the exact method, is
approximately 0.19494636%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any 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 presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-6 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of
97.63311%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 18, 1998 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-R and Class A-LR Certificates and the 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 193.05741435%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.16%; and (iii) the
amount of OID allocable to the short first accrual period (June 26, 1998 to July
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.56312581%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-7 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-7 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of
91.00511%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 18, 1998 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-R and Class A-LR Certificates and the 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 426.70406396%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.41%; and (iii) the
amount of OID allocable to the short first accrual period (June 26, 1998 to July
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.54290842%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 mortgageloans, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-8 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-----------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 mortgageloans, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-9 Certificates
on each Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-9 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of
99.67361%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 18, 1998 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-R and Class A-LR Certificates and the 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 8.00528316%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.33%; and (iii) the
amount of OID allocable to the short first accrual period (June 26, 1998 to July
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.58860521%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank, Trustee
By
--------------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-10
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-10 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of
97.30311%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 18, 1998 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-R and Class A-LR Certificates and the 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 218.10335163%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.17%; and (iii) the
amount of OID allocable to the short first accrual period (June 26, 1998 to July
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.56191461%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
<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
TRUSTEE 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 1998-15 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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 7.000% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-11
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-11 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of
91.08611%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 18, 1998 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-R and Class A-LR Certificates and the 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 426.27088135%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.40%; and (iii) the
amount of OID allocable to the short first accrual period (June 26, 1998 to July
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.54312339%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
-----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
<PAGE>
EXHIBIT A-12
[FORM OF FACE OF CLASS A-12 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-15 CLASS A-12
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-12 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-12 Certificates required to be distributed
to Holders of the Class A-12 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The Class A-12 Certificate will
not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of 70.45900%
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 June 18, 1998 with respect to the offering of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-R and Class A-LR Certificates and the 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
29.54100000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 6.66%; and (iii) the amount of OID allocable to the
short first accrual period (June 26, 1998 to July 25, 1998) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.37805278%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
<PAGE>
EXHIBIT A-13
[FORM OF FACE OF CLASS A-13 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE
Trustee 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 1998-15 CLASS A-13
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-13 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-13 Certificates required to be distributed
to Holders of the Class A-13 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-13 Certificates applicable to each Distribution Date will be 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-13 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
<PAGE>
EXHIBIT A-14
[FORM OF FACE OF CLASS A-14 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE
TRUSTEE 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 1998-15 CLASS A-14
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-14 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-14 Certificates required to be distributed
to Holders of the Class A-14 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-14 Certificates applicable to each Distribution Date will be 6.700% 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-14 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
------------------------------
Authorized Officer
<PAGE>
EXHIBIT A-15
[FORM OF FACE OF CLASS A-15 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE
TRUSTEE 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 1998-15 CLASS A-15
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-15 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-15 Certificates required to be distributed
to Holders of the Class A-15 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-15 Certificates applicable to each Distribution Date will be 8.000% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-15 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
<PAGE>
EXHIBIT A-16
[FORM OF FACE OF CLASS A-16 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE
TRUSTEE 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 1998-15 CLASS A-16
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
UNTIL THE APPLICABLE ACCRETION TERMINATION DATE, THE INTEREST THAT ACCRUES
ON THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL NOT BE PAYABLE. BECAUSE SUCH
UNPAID INTEREST IS ADDED TO THE PRINCIPAL BALANCE OF THIS CERTIFICATE AND
BECAUSE DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE WILL BE MADE IN THE
MANNER DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN), THE OUTSTANDING PRINCIPAL
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE MORE OR LESS THAN THE INITIAL
PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-16 Certificates with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-16 Certificates required to be distributed
to Holders of the Class A-16 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-16 Certificates applicable to each Distribution Date will be 6.750% per
annum. Prior to the applicable Accretion Termination Date, no distribution of
interest on this Certificate will be made. Prior to the applicable Accretion
Termination Date, interest otherwise available for distribution on this
Certificate will be added to the Principal Balance of the Class A-16
Certificates on each Distribution Date. The amount of interest which accrues on
this Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-16 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of
99.52475%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
275% SPA (as defined in the Prospectus Supplement dated June 18, 1998 with
respect to the offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-R and Class A-LR Certificates and the Class B-1,
Class B-2 and Class B-3 Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 7.65432000%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 7.24%; and (iii) the
amount of OID allocable to the short first accrual period (June 26, 1998 to July
25, 1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.58019438%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
-----------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
<PAGE>
EXHIBIT A-17
[FORM OF FACE OF CLASS A-17 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE
TRUSTEE 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 1998-15 CLASS A-17
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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR (EXCEPT AS PROVIDED HEREIN)
PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-17 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount of interest
to be distributed to Holders of Class A-17 Certificates on such Distribution
Date as specified in the Agreement. Distributions of principal will be made to
the Holders of the Class A-17 Certificates as described below and in the
Agreement. Prior to the earlier to occur of (a) the Cross-Over Date or (b)
Ambac's failure to make a payment with respect to a Class A-17 Distribution
Deficiency, distributions in reduction of the Principal Balance of this
Certificate (including amounts paid in respect of such losses under the Policy
as defined below) will be made only in lots equal to $1,000 initial principal
balance and in accordance with the priorities and procedures set forth in
Section 4.07 of the Agreement (i) at the request of Deceased Holders (ii) at the
request of Living Holders and (iii) by random lot. On and after such
Distribution Date, distributions in reduction of principal balance will be made
as provided in the Agreement. Distributions in reduction of the Principal
Balance of certain Classes of Class A Certificates may not commence on the first
Distribution Date specified above. Distributions of principal will be allocated
among the Classes of Class A Certificates in accordance with the provisions of
the Agreement. The pass-through rate on the Class A-17 Certificates applicable
to each Distribution Date will be 6.300% 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-17 Certificates, as described
in the Agreement. Any Non-Supported Interest Shortfall allocated to the Class
A-17 Certificates will be covered, to the extent available, by funds in the
Reserve Fund, to the extent described in the Agreement and then by the Policy
described below.
The Class A-17 Certificates will be entitled to the benefits of an Ambac
Insurance Policy issued by Ambac Assurance Company (the "Policy") to the extent
described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
<PAGE>
EXHIBIT A-18
[FORM OF FACE OF CLASS A-18 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-15 CLASS A-18
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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE MANNER
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $ (Initial Class A-18
by this Certificate: % Notional Amount)
Final Scheduled Maturity Date: July 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-18 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-18 Certificates required to be distributed
to Holders of the Class A-18 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-18
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class A-18 Certificates each month in an amount equal to the
product of (i) 1/12th of 0.390% and (ii) the Class A-18 Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any
Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class A-18 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of 1.57108%
of the initial Class A-18 Notional Amount, including accrued interest, and a
stated redemption price at maturity equal to all interest distributions hereon,
and is issued with original issue discount ("OID") for federal income tax
purposes. Assuming that this Certificate pays in accordance with projected cash
flows reflecting the prepayment assumption of 275% SPA (as defined in the
Prospectus Supplement dated June 18, 1998 with respect to the offering of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-R and Class A-LR Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial Class A-18 Notional Amount is approximately
4.86201027%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 23.80%; and (iii) the amount of OID allocable to the
short first accrual period (June 26, 1998 to July 25, 1998) as a percentage of
the initial Class A-18 Notional Amount, calculated using the exact method, is
approximately 0.03010922%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
<PAGE>
EXHIBIT A-19
[FORM OF FACE OF CLASS A-19 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE
TRUSTEE 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 1998-15 CLASS A-19
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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-19 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-19 Certificates required to be distributed
to Holders of the Class A-19 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-19 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-19 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
-----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
<PAGE>
EXHIBIT A-20
[FORM OF FACE OF CLASS A-20 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE
TRUSTEE 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 1998-15 CLASS A-20
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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidence Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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-20 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-20 Certificates required to be distributed
to Holders of the Class A-20 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-20 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-20 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
-------------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
<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 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class 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. Notwithstanding the
above, the final distribution in reduction of the Principal Balance of this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency specified by the Trustee for that purpose in the notice of final
distribution.
No transfer of a Class A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating 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 Trustee and the
Seller with respect to certain matters and (b) such other documentation as the
Seller or the Master Servicer may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, at an issue price of 68.87500%
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 June 18, 1998 with respect to the offering of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-R and Class A-LR Certificates and the Class B-1, Class B-2 and Class B-3
Certificates) used to price this Certificate: (i) the amount of OID as a
percentage of the initial principal balance of this Certificate is approximately
31.12500000%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 6.99%; and (iii) the amount of OID allocable to the
short first accrual period (June 26, 1998 to July 25, 1998) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.38757797%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-----------------------------
Authorized Officer
<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 TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE UPPER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE UPPER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-R Certificate required to be distributed to
Holders of the Class A-R Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-R Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-R Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
<PAGE>
EXHIBIT A-LR
[Form of Face of Class A-LR Certificate]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(d) OF THE POOLING
AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, IT IS NOT A
DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR A DISQUALIFIED
ORGANIZATION OR A NON-PERMITTED FOREIGN HOLDER, AS DEFINED IN SECTION 5.02(d) OF
THE POOLING AND SERVICING AGREEMENT AND TO HAVE AGREED TO SUCH AMENDMENTS TO THE
POOLING AND SERVICING AGREEMENT AS MAY BE REQUIRED TO FURTHER EFFECTUATE THE
RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS THEREOF OR
NON-PERMITTED FOREIGN HOLDERS.
THE HOLDER OF THIS CLASS A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-15, CLASS A-LR
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $100.00
by this Certificate: 100%
Final Scheduled Maturity Date: July 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-LR Certificate with respect to a Trust Estate
consisting of a pool of fixed interest rate, conventional, monthly pay, fully
amortizing, first lien, one- to four-family residential mortgage loans, other
than the Fixed Retained Yield, if any, with respect thereto, and which may
include loans secured by shares issued by cooperative housing corporations (the
"Mortgage Loans"), formed by Norwest Asset Securities Corporation (hereinafter
called the "Seller", which term includes any successor entity under the
Agreement referred to below). The Trust Estate was created pursuant to a Pooling
and Servicing Agreement dated as of June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-LR Certificate required to be distributed to
Holders of the Class A-LR Certificate on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class A-LR Certificate applicable to each Distribution Date will be 6.750% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class A-LR Certificate, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency specified by the Trustee for that
purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
<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
AND AMBAC 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 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates and Ambac 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
<PAGE>
B-2-5
EXHIBIT B-2
[FORM OF FACE OF CLASS B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC 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 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, Ambac 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
<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, AMBAC, 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 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the
"Agreement") among the Seller, Norwest Bank Minnesota, National Association, as
master servicer (the "Master Servicer") and First Union National Bank, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereinafter. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to such terms in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, Ambac 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-3 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the Trustee (i) a
representation letter, in the form as described in the Agreement, stating either
(a) that the transferee is not a Plan and is not acting on behalf of a Plan or
using the assets of a Plan to effect such purchase or (b) subject to certain
conditions described in the Agreement, that the source of funds used to purchase
this Certificate is an "insurance company general account," or (ii) if such
transferee is a Plan, (a) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee and the Seller with respect to certain
matters and (b) such other documentation as the Seller or the Master Servicer
may require, as described in the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, and based on its issue price
of 96.34375%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus one day 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 June 18, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-R and Class A-LR Certificates and the 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 3.67500000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 7.27%; and (iii) the amount of
OID allocable to the short first accrual period (June 26, 1998 to July 25, 1998)
as a percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.02004627%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
<PAGE>
B-4-6
EXHIBIT B-4
[FORM OF FACE OF CLASS B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, AMBAC, 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 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, Ambac 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-4 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, and based on its issue price
of 90.03125%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus one day 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 June 18, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-R and Class A-LR Certificates and the 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 9.98750000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 8.22%; and (iii) the amount of
OID allocable to the short first accrual period (June 26, 1998 to July 25, 1998)
as a percentage of the initial principal balance of this Certificate, calculated
using the exact method, is approximately 0.05225837%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
----------------------------
Authorized Officer
<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, AMBAC, 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 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, Ambac 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-5 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, and based on its issue price
of 71.12500%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus one day 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 June 18, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-R and Class A-LR Certificates and the Class B-1, Class B-2
and Class B-3 Certificates) used to price this Certificate: (i) the amount of
OID as a percentage of the initial principal balance of this Certificate is
approximately 28.89375000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 11.77%; and (iii) the amount
of OID allocable to the short first accrual period (June 26, 1998 to July 25,
1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.13040668%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
<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, AMBAC, 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 1998-15, 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 OR ANY OF THEIR AFFILIATES, AND IS NOT
INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE MADE IN THE MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL PRINCIPAL BALANCE REPRESENTED HEREBY.
Certificate No. Cut-Off Date: June 1, 1998
CUSIP No.: First Distribution Date: July 27, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: July 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 June 26, 1998 (the "Agreement") among the
Seller, Norwest Bank Minnesota, National Association, as master servicer (the
"Master Servicer") and First Union National Bank, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth
hereinafter. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
preceding the month of such distribution, in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, subject to the prior
rights of the Class A Certificates, Ambac 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 Trustee for that purpose in the notice
of final distribution.
No transfer of a Class B-6 Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the Trustee or the Seller may require the Holder to deliver an opinion
of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller, the Master
Servicer, and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a representation letter, in the form
as described in the Agreement, stating either (a) that the transferee is not a
Plan and is not acting on behalf of a Plan or using the assets of a Plan to
effect such purchase or (b) subject to certain conditions described in the
Agreement, that the source of funds used to purchase this Certificate is an
"insurance company general account," or (ii) if such transferee is a Plan, (a)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee and the Seller with respect to certain matters and (b) such other
documentation as the Seller or the Master Servicer may require, as described in
the Agreement.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate is issued on June 26, 1998, and based on its issue price
of 33.96875%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus one day 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 June 18, 1998 with respect to the
offering of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-R and Class A-LR Certificates and the 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 66.05000000%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 26.17%; and (iii) the amount
of OID allocable to the short first accrual period (June 26, 1998 to July 25,
1998) as a percentage of the initial principal balance of this Certificate,
calculated using the exact method, is approximately 0.17196964%.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized officer of
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
-------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
---------------------------
Authorized Officer
<PAGE>
C-4
EXHIBIT C
[Form of Reverse of Series 1998-15 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1998-15
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event funds are advanced with respect to any
Mortgage Loan by a Servicer, the Master Servicer or the Trustee, such advances
are reimbursable to such Servicer, the Master Servicer or the Trustee to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan
or from other cash that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement to a Servicer, the Master Servicer or the
Trustee, as applicable, of advances made by such Servicer, the Master Servicer
or the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Seller, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Seller, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66 2/3% of the Voting Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
office or agency appointed by the Trustee, duly endorsed by, or accompanied by
an assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar, duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized Denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and Denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized Denominations evidencing the
same Class and aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee or the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Seller, the Master Servicer, the Trustee and the Certificate Registrar,
and any agent of the Seller, the Master Servicer, the Trustee or the Certificate
Registrar, may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Seller, the Master Servicer,
the Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement in respect of the Certificates and
the Trust Estate created thereby shall terminate upon the last action required
to be taken by the Trustee on the Final Distribution Date pursuant to the
Agreement following the earlier of (i) the payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Seller from the
Trust Estate of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans; provided, however, that the Trust Estate will in
no event continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date of the Agreement.
The Agreement permits, but does not require, the Seller to purchase all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan at a price determined as provided in the Agreement. The exercise of such
option will effect early retirement of the Certificates, the Seller's right to
exercise such option being subject to the Pool Scheduled Principal Balance of
the Mortgage Loans as of the Distribution Date upon which the proceeds of such
repurchase are distributed being less than ten percent of the Cut-Off Date
Aggregate Principal Balance.
<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 Trustee (including its successors under
the Pooling and Servicing Agreement defined below, the "Trustee"), 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 and the Trustee, have entered into
a Pooling and Servicing Agreement dated as of June 26, 1998 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1998-15 (as in effect on
the date of this Agreement, the "Original Pooling and Servicing Agreement", and
as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Seller under the Pooling and Servicing Agreement, all upon the
terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Seller, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Notes, the Mortgages, the assignments and
other documents relating to the Mortgage Loans identified on the schedule
attached hereto and declares that it holds and will hold such Mortgage Notes,
Mortgages, assignments and other documents and any similar documents received by
the Trustee subsequent to the date hereof (the "Custodial Files") as agent for
the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Seller for the purpose of recording it in the appropriate public office
for real property records, and the Seller, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
Section 2.3. Review of Custodial Files. The Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.01 of the Pooling and Servicing Agreement, each Custodial File. If in
performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Custodial File to be missing or
defective in any material respect, the Custodian shall promptly so notify the
Seller, the Master Servicer and the Trustee.
Section 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Seller or the Master Servicer as set forth in the Pooling and
Servicing Agreement, the Custodian shall give prompt written notice to the
Seller, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Custodian by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account pursuant to Section 3.02 of
the Pooling and Servicing Agreement have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Custodial File. The
Custodian agrees, upon receipt of such certification and request, promptly to
release the related Custodial File to the Master Servicer.
From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any document
constituting part of, the Custodial File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan. With
such certificate, the Master Servicer shall deliver to the Custodian a receipt
signed by a Servicing Officer on behalf of the Master Servicer, and upon receipt
of the foregoing, the Custodian shall deliver the Custodial File or such
document to the Master Servicer. The Master Servicer shall cause each Custodial
File or any document therein so released to be returned to the Custodian when
the need therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Certificate Account to the extent
required by the Pooling and Servicing Agreement or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Custodial File or such document were
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver such receipt with
respect thereto to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Certificate Account to the extent required by the Pooling and
Servicing Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling and Servicing Agreement, the Master Servicer shall
notify the Custodian that such assumption or substitution agreement has been
completed by forwarding to the Custodian the original of such assumption or
substitution agreement, which copy shall be added to the related Custodial File
and, for all purposes, shall be considered a part of such Custodial File to the
same extent as all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Custodian
File which are delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the
Custodian to the Seller or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Seller hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reasons of its acting as custodian
under this Agreement, including indemnification of the Custodian against any and
all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Seller, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fees, or charge shall have
been caused by reason of any negligent act, negligent failure to act, or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the
Seller, the Master Servicer and the Custodian or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Custodial Files
and no successor Custodian shall have been so appointed and have accepted
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Seller and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall have been
appointed and accepted appointment by the Trustee without the prior approval of
the Seller and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdiction in
which it will hold any Custodian File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Seller, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee, but only upon direction accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address:
FIRST UNION NATIONAL BANK
230 South Tryon Street By:
----------------------------
Charlotte, North Carolina, 28288 Name:
---------------------------
Title:
--------------------------
Address: NORWEST ASSET SECURITIES
CORPORATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
Address: NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
7485 New Horizon Way
Frederick, Maryland 21703 By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
Address: [CUSTODIAN]
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Asset
Securities Corporation a Delaware corporation, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said corporation.
---------------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of _________, 19__, before me, a notary public in and for
the State of ____________, personally appeared _______________, known to me who,
being by me duly sworn, did depose and say that he resides at
__________________________; that he is the __________ of Norwest Bank Minnesota,
National Association, a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
--------------------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ___ day of ________, 19__, before me, a notary public in and for
the State of ____________, personally appeared __________ _________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the ____________________ of First Union
National Bank, a national banking association, one of the parties that executed
the foregoing instrument; and that he signed his name thereto by order of the
Board of Directors of said association.
----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF )
: ss.:
COUNTY OF )
On this ____ day of ________, 19 , before me, a notary public in and for
the State of __________, personally appeared __________ __________, known to me
who, being by me duly sworn, did depose and say that he resides at
__________________________; that he is the _______________________ of
______________________, a _________________________, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said association.
----------------------------------------
Notary Public
[NOTARIAL SEAL]
<PAGE>
EXHIBIT F-1
[Schedule of Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1998-15 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6351219 SNOWMASS VILLAGE CO 81623 SFD 7.750 6.750 $7,164.12 360 1-May-28
6370953 ALBUQUERQUE NM 87122 SFD 7.125 6.750 $1,852.73 360 1-Apr-28
6381555 PHOENIX AZ 85044 PUD 7.500 6.750 $6,992.15 360 1-Jun-28
6390398 PISCATAWAY NJ 08854 SFD 7.125 6.750 $1,478.45 360 1-Apr-28
6412506 BETHANY BEACH DE 19930 PUD 7.750 6.750 $2,576.22 360 1-Mar-28
6419611 BRIARCLIFF NY 10510 SFD 7.625 6.750 $2,901.95 360 1-Apr-28
6720021 SHOREWOOD IL 60431 SFD 7.500 6.750 $2,254.97 360 1-May-28
6749911 BARRINGTON IL 60010 SFD 7.750 6.750 $2,855.98 360 1-May-28
6757302 NAPERVILLE IL 60564 SFD 7.250 6.750 $2,148.86 360 1-May-28
6809400 PLYMOUTH MN 55442 SFD 7.375 6.750 $1,746.03 360 1-May-28
6816055 ST CHARLES IL 60175 PUD 7.500 6.750 $1,783.00 360 1-Apr-28
6816956 CHANHASSEN MN 55317 SFD 7.875 6.750 $2,030.20 360 1-May-28
6817307 EXCELSIOR MN 55331 SFD 7.250 6.750 $3,820.19 360 1-May-28
6818334 ANOKA MN 55303 SFD 8.000 6.750 $1,725.81 360 1-May-28
6824728 ARLINGTON HEIGHTS IL 60004 SFD 7.375 6.750 $2,372.47 360 1-May-28
6825488 NORTH OAKS MN 55127 SFD 7.750 6.750 $2,336.94 360 1-May-28
6826451 CHICAGO IL 60611 LCO 7.375 6.750 $2,196.35 360 1-May-28
6826844 EDEN PRAIRIE MN 55346 SFD 7.375 6.750 $2,144.55 360 1-May-28
6833269 VADNAIS HEIGHTS MN 55127 SFD 7.750 6.750 $1,791.04 360 1-May-28
6849844 CHASKA MN 55318 SFD 7.625 6.750 $1,884.15 360 1-May-28
6854607 BLOOMFIELD HILLS MI 48301 SFD 7.625 6.750 $2,017.22 360 1-May-28
6858903 SHAKOPEE MN 55379 SFD 8.000 6.750 $1,849.09 360 1-May-28
6861627 GENEVA IL 60134 SFD 7.375 6.750 $2,403.55 360 1-May-28
6862295 ELMHURST IL 60126 SFD 7.500 6.750 $2,405.30 360 1-May-28
6866127 MINNEAPOLIS MN 55419 SFD 7.250 6.750 $2,494.04 360 1-May-28
6870177 CHANHASSEN MN 55331 SFD 7.625 6.750 $1,840.26 360 1-May-28
6882791 WINNETKA IL 60093 SFD 7.375 6.750 $2,365.56 360 1-May-28
6889481 BARRINGTON IL 60010 SFD 7.500 6.750 $1,865.50 360 1-May-28
6889703 CHANHASSEN MN 55317 SFD 7.500 6.750 $2,097.64 360 1-May-28
6893551 MINNEAPOLIS MN 55419 SFD 7.375 6.750 $1,713.91 360 1-May-28
6894238 EDEN PRAIRIE MN 55347 SFD 7.250 6.750 $3,410.88 360 1-Jun-28
6895911 CHICAGO IL 60657 MF2 7.500 6.750 $2,580.10 360 1-May-28
6901740 WEST BLOOMFIELD MI 48322 PUD 7.625 6.750 $2,088.00 360 1-May-28
6999455 PORTLAND OR 97229 SFD 7.750 6.750 $1,604.76 360 1-Nov-27
6999459 ONALASKA WI 54650 SFD 7.750 6.750 $1,719.39 360 1-Nov-27
6999610 HOWELL MI 48843 SFD 7.500 6.750 $2,307.41 360 1-Apr-28
</TABLE>
COUNT: 36
WAC: 7.527239523
WAM: 358.7274349
WALTV: 71.90417928
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6351219 $999,294.21 48.78 0.250 0.017 0.733
6370953 $274,558.86 59.14 0.250 0.017 0.108
6381555 $1,000,000.00 60.61 0.250 0.017 0.483
6390398 $219,093.98 70.00 0.250 0.017 0.108
6412506 $358,833.67 80.00 0.250 0.017 0.733
6419611 $409,404.63 69.49 0.250 0.017 0.608
6720021 $322,182.47 84.87 24 0.250 0.017 0.483
6749911 $398,368.63 84.82 24 0.250 0.017 0.733
6757302 $314,754.27 79.75 0.250 0.017 0.233
6809400 $252,607.64 80.00 0.250 0.017 0.358
6816055 $254,620.32 65.38 0.250 0.017 0.483
6816956 $279,807.30 80.00 0.250 0.017 0.858
6817307 $559,563.14 78.32 0.250 0.017 0.233
6818334 $235,042.19 84.30 13 0.250 0.017 0.983
6824728 $343,238.62 67.35 0.250 0.017 0.358
6825488 $324,969.77 67.96 0.250 0.017 0.733
6826451 $317,758.02 80.00 0.250 0.017 0.358
6826844 $310,263.73 90.00 6 0.250 0.017 0.358
6833269 $249,823.54 63.78 0.250 0.017 0.733
6849844 $266,007.33 89.99 6 0.250 0.017 0.608
6854607 $284,793.72 76.00 0.250 0.017 0.608
6858903 $251,830.91 80.00 0.250 0.017 0.983
6861627 $347,735.20 74.84 0.250 0.017 0.358
6862295 $343,744.70 80.00 0.250 0.017 0.483
6866127 $365,314.79 80.00 0.250 0.017 0.233
6870177 $259,811.41 74.61 0.250 0.017 0.608
6882791 $342,239.39 50.00 0.250 0.017 0.358
6889481 $266,602.00 79.64 0.250 0.017 0.483
6889703 $299,541.78 67.72 0.250 0.017 0.483
6893551 $247,961.18 80.00 0.250 0.017 0.358
6894238 $500,000.00 69.44 0.250 0.017 0.233
6895911 $368,726.15 90.00 1 0.250 0.017 0.483
6901740 $294,786.48 70.24 0.250 0.017 0.608
6999455 $222,871.68 80.00 0.250 0.017 0.733
6999459 $234,309.47 57.14 0.250 0.017 0.733
6999610 $329,508.65 66.00 0.250 0.017 0.483
$12,649,969.83
</TABLE>
<PAGE>
EXHIBIT F-2
[Schedule of Mortgage Loans Serviced by Norwest Mortgage in Frederick, Maryland]
NASCOR
NMI / 1998-15 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4602352 CARSON CITY NV 89704 PUD 7.750 6.750 $3,897.28 360 1-Jan-28
4646602 MEDFORD NJ 08055 SFD 7.000 6.733 $1,878.15 360 1-May-28
4649743 LAS VEGAS NV 89129 SFD 7.875 6.750 $1,812.67 360 1-May-28
4651908 POUGHQUAG NY 12570 SFD 8.125 6.750 $1,045.44 360 1-Apr-28
4656634 SIMI VALLEY CA 93065 SFD 7.125 6.750 $2,238.77 360 1-Apr-28
4660321 SAN FRANCISCO CA 94127 SFD 7.650 6.750 $3,299.25 360 1-Sep-27
4660856 SOUTH PLAINFIELD NJ 07080 SFD 8.625 6.750 $2,216.71 360 1-Jun-28
4665423 HEBER CITY UT 84032 SFD 7.750 6.750 $1,919.98 360 1-Dec-27
4669058 CENTREVILLE VA 20120 SFD 6.875 6.608 $2,535.42 360 1-May-28
4671958 LARCHMONT NY 10538 SFD 7.625 6.750 $2,516.21 360 1-May-28
4674728 HOUSTON TX 77024 SFD 7.250 6.750 $2,133.85 360 1-Apr-28
4679129 TUCKAHOE NY 10707 SFD 7.750 6.750 $1,719.39 360 1-May-28
4681340 MOUNT SINAI NY 11766 SFD 7.450 6.750 $2,236.98 360 1-Nov-27
4682310 CLARENCE NY 14031 SFD 7.375 6.750 $1,482.19 360 1-Feb-28
4683617 DANVILLE CA 94506 SFD 7.250 6.750 $3,325.61 360 1-Jun-28
4686357 LOS ALTOS CA 94024 SFD 7.250 6.750 $2,524.06 360 1-May-28
4688492 BAL HARBOUR FL 33154 SFD 7.500 6.750 $4,754.66 360 1-Apr-28
4688957 PALOS VERDES ESTATES CA 90274 SFD 7.500 6.750 $2,797.21 360 1-Feb-28
4691477 NORTH HALEDON NJ 07508 SFD 7.375 6.750 $2,553.50 240 1-Apr-18
4693594 WESTON CT 06883 SFD 7.625 6.750 $3,489.43 360 1-May-28
4694156 SAINT CHARLES IL 60174 SFD 7.875 6.750 $2,153.46 360 1-May-28
4694854 HARRINGTON PARK NJ 07640 SFD 7.125 6.750 $1,664.09 360 1-Jun-28
4695794 NORTH KINGSTOWN RI 02852 SFD 8.000 6.750 $3,448.70 360 1-Apr-28
4696579 BARGERSVILLE IN 46106 SFD 7.625 6.750 $2,395.17 360 1-Apr-28
4696656 THOUSAND OAKS CA 91362 SFD 7.000 6.733 $2,042.48 360 1-Mar-28
4696927 NEW YORK NY 10019 HCO 8.125 6.750 $1,522.12 360 1-Apr-28
4697131 HASTINGS-ON-HUDSON NY 10706 SFD 7.250 6.750 $2,288.71 360 1-Apr-28
4697135 CAREFREE AZ 85377 SFD 7.750 6.750 $2,579.09 360 1-Mar-28
4697386 SAINT LOUIS MO 63141 SFD 7.250 6.750 $2,994.76 360 1-Apr-28
4697721 NEW HYDE PARK NY 11040 SFD 7.875 6.750 $1,432.74 360 1-Jun-28
4698048 RIVERWOODS IL 60015 SFD 7.375 6.750 $2,762.70 360 1-Mar-28
4698425 BATAVIA IL 60510 SFD 7.875 6.750 $2,060.65 360 1-Jan-28
4699285 SOUTH ORANGE NJ 07079 SFD 7.375 6.750 $2,107.25 360 1-Jun-28
4699490 AMHERST NH 03031 SFD 7.375 6.750 $1,795.76 360 1-Mar-28
4699749 SMITHVILLE MO 64089 SFD 7.250 6.750 $2,107.24 360 1-May-28
4700273 PHOENIX AZ 85018 SFD 6.875 6.608 $2,466.12 360 1-Jun-28
4700441 STAMFORD CT 06903 SFD 7.375 6.750 $2,175.63 360 1-Mar-28
4700490 DALWORTHINGTON GARDE TX 76016 SFD 7.000 6.733 $1,829.59 360 1-May-28
4700524 SAN JOSE CA 95128 SFD 7.700 6.750 $1,925.00 360 1-Nov-27
4700853 TEMPE AZ 85284 SFD 7.625 6.750 $2,625.91 360 1-Mar-28
4701087 SOUTHAMPTON NY 11968 SFD 7.375 6.750 $828.82 360 1-May-28
4701230 SCOTTSDALE AZ 85259 SFD 7.375 6.750 $2,438.08 360 1-Mar-28
4701326 LADUE MO 63124 SFD 7.000 6.733 $3,876.49 240 1-May-18
4701624 HOPEWELL TWP NJ 08530 SFD 7.875 6.750 $3,081.55 360 1-Mar-28
4702029 RIDGEFIELD CT 06877 SFD 7.500 6.750 $2,517.18 360 1-May-28
4703007 HIXSON TN 37343 SFD 6.875 6.608 $1,951.08 360 1-Apr-28
4704056 WESTFIELD NJ 07090 SFD 7.875 6.750 $4,227.16 360 1-Apr-28
4704204 TENAFLY NJ 07670 SFD 7.500 6.750 $2,447.25 360 1-Apr-28
4704252 LA JOLLA CA 92037 SFD 7.250 6.750 $2,848.77 360 1-Apr-28
4704592 AUSTIN TX 78757 SFD 6.875 6.608 $617.52 360 1-Apr-28
4704978 CHATHAM NJ 07928 SFD 7.000 6.733 $1,748.42 360 1-May-28
4705330 PEQUANNOCK NJ 07444 SFD 7.625 6.750 $1,783.64 360 1-May-28
4706465 DESTIN FL 32541 PUD 7.750 6.750 $1,203.58 360 1-Feb-28
4706592 PHOENIX AZ 85022 SFD 7.125 6.750 $1,852.06 360 1-May-28
4706730 RIVER FOREST IL 60305 SFD 7.375 6.750 $2,417.37 360 1-May-28
4706939 OAKTON VA 22124 SFD 7.750 6.750 $2,271.75 360 1-Apr-28
4706978 MANHATTAN BEACH CA 90266 SFD 7.125 6.750 $4,042.31 360 1-Mar-28
4707665 LA CRESCENTA CA 91214 SFD 7.875 6.750 $2,494.24 360 1-Mar-28
4707737 MENDHAM TOWNSHIP NJ 07945 SFD 7.625 6.750 $1,840.27 360 1-May-28
4707765 LOS ANGELES CA 90046 SFD 7.250 6.750 $4,554.89 360 1-Apr-28
4708323 CHANDLER AZ 85226 SFD 7.125 6.750 $1,589.30 360 1-Mar-28
4708377 FREDERICK MD 21701 SFD 7.250 6.750 $1,842.56 360 1-Jun-28
4708562 BATON ROUGE LA 70810 SFD 7.250 6.750 $1,703.74 360 1-Mar-28
4708654 MANHATTAN BEACH CA 90266 SFD 7.500 6.750 $3,705.84 360 1-Apr-28
4708655 LA CANADA FLINTRIDGE CA 91011 SFD 7.500 6.750 $2,104.64 360 1-Apr-28
4708666 ROLLING HILLS ESTATES CA 90274 SFD 7.500 6.750 $4,083.41 360 1-Apr-28
4708708 DELANO MN 55328 SFD 7.375 6.750 $2,555.50 360 1-Apr-28
4709115 GLENDALE AZ 85310 SFD 7.625 6.750 $1,606.69 360 1-Apr-28
4709313 SCOTTSDALE AZ 85255 SFD 7.500 6.750 $2,866.78 360 1-May-28
4709396 COVINGTON LA 70433 SFD 7.000 6.733 $1,905.43 360 1-Mar-28
4709453 WASHINGTON DC 20003 SFD 7.000 6.733 $2,288.65 360 1-May-28
4709701 CARMEL NY 10512 SFD 7.875 6.750 $1,944.64 360 1-May-28
4710050 CARY NC 27519 SFD 7.250 6.750 $1,910.10 360 1-May-28
4710277 MILLBURN TOWNSHIP NJ 07078 SFD 7.375 6.750 $2,762.71 360 1-Apr-28
4710483 BETHLEHEM PA 18020 SFD 7.000 6.733 $2,544.41 300 1-May-23
4710510 PALOS VERDES ESTATES CA 90274 SFD 7.375 6.750 $4,005.92 360 1-Apr-28
4710758 MALIBU AREA CA 90265 SFD 7.375 6.750 $2,776.51 360 1-Apr-28
4710875 EDISON IL 60101 SFD 7.500 6.750 $1,838.94 360 1-Apr-28
4711352 FRANKLIN MA 02038 SFD 7.250 6.750 $1,958.53 360 1-May-28
4711397 ELLICOTT CITY MD 21042 SFD 7.750 6.750 $1,712.71 300 1-Sep-22
4711573 LAKEWOOD CO 80226 SFD 7.750 6.750 $1,619.10 360 1-Nov-27
4711896 FAIRFIELD CT 06432 SFD 7.250 6.750 $1,916.92 360 1-Apr-28
4711936 AGOURA CA 91301 SFD 7.875 6.750 $1,979.44 360 1-May-28
4712251 MARLBORO NJ 07751 SFD 8.000 6.750 $3,133.18 360 1-May-28
4712254 HARRISBURG PA 17110 SFD 7.375 6.750 $601.58 360 1-May-28
4712368 JACKSONVILLE FL 32205 SFD 7.625 6.750 $2,291.13 360 1-May-28
4712491 PACIFIC PALISADES CA 90272 SFD 7.500 6.750 $4,754.66 360 1-May-28
4712777 DEMAREST NJ 07627 SFD 7.750 6.750 $4,298.47 360 1-May-28
4712805 NEW HOPE PA 18938 SFD 7.750 6.750 $1,826.86 360 1-Apr-28
4713257 CHARLESTON SC 29403 SFD 8.125 6.750 $403.92 360 1-May-28
4713346 CHICAGO IL 60657 LCO 7.875 6.750 $2,312.98 360 1-Jun-28
4713414 GRANADA HILLS CA 91344 SFD 7.375 6.750 $1,609.27 360 1-Mar-28
4713666 CHAPPAQUA NY 10514 SFD 7.625 6.750 $2,215.40 360 1-May-28
4713815 GADSDEN AL 35901 SFD 7.500 6.750 $1,835.44 360 1-Mar-28
4714222 GLEN ALLEN VA 23060 SFD 7.875 6.750 $1,658.60 360 1-Nov-27
4714338 COHASSET MA 02025 SFD 7.500 6.750 $2,213.01 360 1-May-28
4714654 PITTSBURGH PA 15235 SFD 7.125 6.750 $478.68 360 1-Mar-28
4715130 ALEXANDRIA VA 22314 PUD 7.375 6.750 $2,000.20 360 1-May-28
4715412 HILLSBORO OR 97124 SFD 7.375 6.750 $2,175.63 360 1-May-28
4715572 BROOKLYN NY 11234 SFD 7.750 6.750 $2,006.85 360 1-Mar-28
4715616 BREA CA 92821 SFD 7.875 6.750 $1,844.58 360 1-Apr-28
4715642 CARLSBAD CA 92009 SFD 7.375 6.750 $2,223.28 360 1-Apr-28
4716075 MONTVILLE NJ 07045 SFD 7.000 6.733 $1,876.15 360 1-May-28
4716115 WOODBURY MN 55125 SFD 7.875 6.750 $2,175.21 360 1-Apr-28
4716515 MCKINNEY TX 75070 SFD 7.500 6.750 $2,251.47 360 1-Apr-28
4716530 PACIFIC PALISADES CA 90272 SFD 7.625 6.750 $7,077.94 360 1-Apr-28
4717278 HUNTINGTON BEACH CA 92648 SFD 7.375 6.750 $2,762.71 360 1-Apr-28
4717441 SAN MARINO CA 91108 SFD 7.250 6.750 $3,090.26 360 1-Mar-28
4717622 ANNANDALE VA 22003 SFD 7.250 6.750 $2,715.07 360 1-May-28
4717673 BOUNTIFUL UT 84010 SFD 8.000 6.750 $2,201.30 360 1-Sep-27
4717771 WEST BLOOMFIELD MI 48324 SFD 7.750 6.750 $1,927.15 360 1-Dec-27
4717976 OCEAN CITY NJ 08226 SFD 7.125 6.750 $1,448.50 360 1-Apr-28
4718159 NEW YORK NY 10023 HCO 7.875 6.750 $1,631.41 360 1-May-28
4718424 LOVELAND OH 45140 SFD 7.625 6.750 $3,146.85 360 1-Apr-28
4718553 BELMONT CA 94002 SFD 8.000 6.750 $1,750.77 360 1-Dec-27
4718865 ATLANTA GA 30312 SFD 7.375 6.750 $1,771.59 360 1-May-28
4719127 MANHASSET NY 11030 LCO 7.250 6.750 $3,197.71 360 1-May-28
4719200 SANTA BARBARA CA 93105 SFD 7.375 6.750 $2,072.03 360 1-May-28
4719439 SANTA ROSA CA 95405 SFD 7.625 6.750 $1,821.87 360 1-May-28
4719671 LA CRESCENTA CA 91214 SFD 7.125 6.750 $1,832.25 360 1-May-28
4720194 NEW FAIRFIELD CT 06812 SFD 7.250 6.750 $2,046.53 360 1-Apr-28
4720200 PARADISE VALLEY AZ 85253 SFD 8.000 6.750 $3,373.48 360 1-Apr-28
4720205 LITHONIA GA 30038 SFD 7.375 6.750 $2,032.66 360 1-Jun-28
4720211 BIRMINGHAM AL 35223 SFD 7.250 6.750 $2,387.62 360 1-Apr-28
4720232 RICHMOND IN 47374 SFD 7.875 6.750 $435.04 360 1-Apr-28
4720444 CINCINATTI OH 45230 SFD 7.500 6.750 $2,569.61 360 1-Apr-28
4720481 MUNDELEIN IL 60060 SFD 7.375 6.750 $1,657.62 360 1-Apr-28
4720529 SAN JOSE CA 95128 SFD 7.500 6.750 $2,121.42 360 1-May-28
4720555 SPRING CITY PA 19475 SFD 7.750 6.750 $1,804.65 360 1-Apr-28
4720679 WEST HILLS CA 91304 SFD 7.900 6.750 $1,355.50 360 1-Nov-27
4721132 CORVALLIS OR 97330 SFD 7.700 6.750 $762.87 360 1-Nov-27
4721190 MAHOPAC NY 10541 SFD 7.700 6.750 $1,331.10 360 1-Nov-27
4721220 HERNDON VA 20171 SFD 7.375 6.750 $1,754.32 360 1-Jun-28
4721243 MARINA CA 93933 SFD 7.950 6.750 $1,462.03 360 1-Dec-27
4721325 GREENWICH CT 06831 SFD 7.375 6.750 $2,244.70 360 1-May-28
4721354 SAN FRANCISCO CA 94110 SFD 7.550 6.750 $1,196.60 360 1-Nov-27
4721355 LAGUNA HILLS CA 92653 SFD 7.950 6.750 $1,010.72 360 1-Nov-27
4721363 YORBA LINDA CA 92886 SFD 7.900 6.750 $1,559.73 360 1-Nov-27
4721422 MOUNTAIN VIEW CA 94040 LCO 7.600 6.750 $1,191.15 360 1-Jan-28
4721561 HACIENDA HEIGHTS CA 91745 SFD 7.375 6.750 $2,790.33 360 1-Mar-28
4721605 ISLE OF PALMS SC 29451 SFD 7.500 6.750 $3,272.33 360 1-Apr-28
4721782 GULF BREEZE FL 32561 SFD 7.250 6.750 $2,387.62 360 1-Apr-28
4721795 PARADISE VALLEY AZ 85253 SFD 7.625 6.750 $1,723.48 360 1-Apr-28
4721844 MORRO BAY CA 93442 SFD 7.650 6.750 $1,111.81 360 1-Jan-28
4721880 MORRIS TOWNSHIP NJ 07960 SFD 7.750 6.750 $2,092.29 360 1-Apr-28
4722048 JAMAICA NY 11423 SFD 7.375 6.750 $1,647.27 360 1-Jun-28
4722331 SANTA MONICA CA 90402 SFD 7.625 6.750 $3,928.26 360 1-Apr-28
4722383 RICHFIELD CT 06877 SFD 7.000 6.733 $2,544.41 300 1-May-23
4722438 NORTHRIDGE CA 91326 SFD 7.750 6.750 $2,292.52 360 1-Apr-28
4722452 KEW GARDENS NY 11415 SFD 8.000 6.750 $1,995.84 360 1-Jun-28
4722684 DANBURY CT 06811 SFD 7.875 6.750 $1,229.72 360 1-Apr-28
4722768 WITCHITA KS 67205 SFD 7.500 6.750 $2,447.25 360 1-May-28
4722967 BURLINGTON CO 80807 SFD 7.625 6.750 $1,710.74 360 1-May-28
4723163 CANTON GA 30115 SFD 7.375 6.750 $2,058.22 360 1-May-28
4723322 SANTA BARBARA CA 93108 SFD 7.500 6.750 $6,292.93 360 1-Apr-28
4723331 BLOOMINGTON MN 55438 SFD 7.750 6.750 $3,046.90 360 1-Apr-28
4723377 AMHERST MA 01002 SFD 7.000 6.733 $1,982.60 360 1-May-28
4723426 STAMFORD CT 06902 SFD 7.375 6.750 $2,797.23 360 1-Feb-28
4723517 APTOS CA 95003 SFD 7.750 6.750 $2,185.06 360 1-Apr-28
4723580 SANTA CRUZ CA 95065 SFD 7.500 6.750 $2,455.64 360 1-May-28
4723593 POMPANO BEACH FL 33062 HCO 7.875 6.750 $580.06 360 1-Jun-28
4723742 SANTA BARBARA CA 93105 SFD 7.500 6.750 $1,643.15 360 1-May-28
4723825 LAKE CHARLES LA 70605 SFD 7.250 6.750 $2,162.50 360 1-Apr-28
4723872 MOORESTOWN NJ 08057 SFD 7.500 6.750 $3,539.77 360 1-May-28
4723971 MANDEVILLE LA 70471 SFD 7.375 6.750 $1,646.57 360 1-Apr-28
4724012 GLENDALE CA 91202 SFD 7.375 6.750 $4,579.18 360 1-May-28
4724014 HAILEY ID 83333 PUD 7.625 6.750 $1,157.25 360 1-Mar-28
4724152 COEUR D'ALENE ID 83814 SFD 7.500 6.750 $2,536.06 360 1-May-28
4724354 SOUTHAMPTON TOWNSHIP NJ 08088 SFD 7.500 6.750 $2,573.11 360 1-Apr-28
4724376 MANALAPAN TOWNSHIP NJ 07726 SFD 7.625 6.750 $2,165.85 360 1-Jun-28
4724411 CHAPEL HILL NC 27514 SFD 7.375 6.750 $2,072.03 360 1-May-28
4724622 WACCABUC NY 10597 SFD 7.750 6.750 $2,487.39 360 1-May-28
4724858 WHITE PLAINS NY 10605 SFD 7.750 6.750 $1,877.00 360 1-May-28
4724864 MAHWAH NJ 07430 SFD 7.625 6.750 $2,371.11 360 1-Apr-28
4724889 CHICAGO IL 60601 HCO 7.125 6.750 $1,737.53 360 1-Apr-28
4724906 PRESCOTT AZ 86301 SFD 7.500 6.750 $1,878.09 360 1-Mar-28
4724907 NEWPORT BEACH CA 92660 LCO 7.500 6.750 $3,023.41 360 1-May-28
4725479 PALM BEACH FL 33480 SFD 7.500 6.750 $4,195.29 360 1-May-28
4725700 NATICK MA 01760 SFD 7.375 6.750 $1,647.27 360 1-Jun-28
4725746 WALL TOWNSHIP NJ 08736 SFD 7.500 6.750 $2,237.49 360 1-Apr-28
4725881 METAIRIE LA 70005 SFD 7.375 6.750 $2,486.43 360 1-Apr-28
4726174 WATSONVILLE CA 95076 SFD 7.375 6.750 $1,795.76 360 1-Jun-28
4726248 ROSLYN NY 11576 SFD 7.625 6.750 $2,300.33 360 1-May-28
4726254 DIX HILLS NY 11746 SFD 7.375 6.750 $1,795.76 360 1-May-28
4726259 HUNTINGTON NY 11743 SFD 7.625 6.750 $2,102.15 360 1-May-28
4726522 MILLERSVILLE MD 21108 SFD 7.250 6.750 $1,680.89 360 1-May-28
4726523 NORTHVILLE MI 48167 SFD 7.125 6.750 $1,813.99 360 1-Jun-28
4726561 BIRMINGHAM AL 35242 SFD 7.250 6.750 $1,944.21 360 1-Apr-28
4726706 FREEHOLD NJ 07728 SFD 7.250 6.750 $1,995.37 360 1-May-28
4726823 NEW YORK NY 10024 COP 7.375 6.750 $3,045.88 360 1-Apr-28
4727088 FORT LEE NJ 07024 LCO 7.500 6.750 $1,695.60 360 1-Apr-28
4727135 PHOENIX AZ 85044 SFD 7.500 6.750 $3,286.31 360 1-May-28
4727552 DALLAS TX 75229 SFD 7.500 6.750 $2,545.15 360 1-Apr-28
4727589 CLEARMONT FL 34711 SFD 7.375 6.750 $1,665.34 354 1-Sep-27
4727691 LOS ANGELES CA 90064 SFD 7.750 6.750 $1,934.32 360 1-May-28
4727750 NEWPORT BEACH CA 92661 SFD 7.375 6.750 $3,305.92 360 1-Jun-28
4727911 SEDONA AZ 86351 SFD 7.500 6.750 $685.23 360 1-May-28
4727922 CORAL SPRINGS FL 33076 SFD 7.125 6.750 $1,701.82 360 1-Jun-28
4728056 LITTLE ROCK AR 72207 SFD 7.250 6.750 $2,598.41 360 1-Apr-28
4728099 MORGAN HILL CA 95037 SFD 7.500 6.750 $2,978.65 360 1-May-28
4728357 CHANHASSEN MN 55331 SFD 7.500 6.750 $1,914.10 360 1-Apr-28
4728392 HINSDALE IL 60521 SFD 7.250 6.750 $2,496.77 360 1-Jun-28
4728436 HUNTSVILLE AL 35801 SFD 7.125 6.750 $2,775.72 360 1-Apr-28
4728455 LAS VEGAS NV 89129 SFD 7.625 6.750 $1,873.53 360 1-Apr-28
4728488 SEATTLE WA 98112 SFD 7.000 6.733 $2,421.70 360 1-May-28
4728607 PRINCETON NJ 08540 SFD 7.500 6.750 $3,496.08 360 1-May-28
4728608 BAYSIDE NY 11361 SFD 8.000 6.750 $1,739.03 360 1-May-28
4728694 CHARLOTTE NC 28226 SFD 7.625 6.750 $2,831.18 360 1-Apr-28
4728699 ARMONK NY 10504 SFD 7.500 6.750 $2,097.65 360 1-Apr-28
4728731 EAST HAMPTON NY 11937 SFD 7.875 6.750 $2,349.23 360 1-May-28
4728979 PLAINFIELD IN 46168 SFD 7.500 6.750 $1,296.45 357 1-Dec-27
4729618 DURHAM NC 27713 SFD 7.875 6.750 $1,824.28 360 1-Apr-28
4729651 PICKERINGTON OH 43147 SFD 7.500 6.750 $1,940.32 360 1-Apr-28
4729665 FAYETTEVILLE AR 72703 SFD 7.250 6.750 $3,114.08 240 1-Apr-18
4729701 WOODCLIFF LAKE NJ 07675 SFD 7.125 6.750 $5,423.43 360 1-May-28
4729756 SCARSDALE NY 10583 SFD 7.500 6.750 $1,650.15 360 1-Jun-28
4729820 BELLEVUE WA 98008 SFD 7.375 6.750 $2,237.79 360 1-Apr-28
4729847 SANDS POINT NY 11050 SFD 7.250 6.750 $2,217.07 360 1-May-28
4729852 ELLICOTT CITY MD 21042 SFD 7.500 6.750 $1,774.61 360 1-May-28
4729975 MANHASSET HILLS NY 11040 SFD 7.625 6.750 $2,229.56 360 1-Apr-28
4729987 STREAMWOOD IL 60107 SFD 7.500 6.750 $623.01 360 1-Nov-27
4730009 REHOBOTH BEACH DE 19971 SFD 7.500 6.750 $2,657.02 360 1-Apr-28
4730013 FLORHAM PARK NJ 07932 SFD 7.500 6.750 $2,295.95 240 1-May-18
4730133 NEW YORK NY 10013 COP 7.500 6.750 $2,629.05 360 1-Jun-28
4730167 FORT MYERS BEACH FL 33931 SFD 7.900 6.750 $670.85 360 1-Dec-27
4730171 ROGERS AR 72758 SFD 7.125 6.750 $1,643.87 360 1-Apr-28
4730202 NEW CANAAN CT 06840 SFD 7.500 6.750 $2,146.59 360 1-May-28
4730254 UPPER SADDLE RIVER NJ 07458 SFD 7.500 6.750 $2,852.80 360 1-May-28
4730349 RAMSEY NJ 07446 SFD 7.375 6.750 $1,761.23 360 1-May-28
4730397 WEST PALM BEACH FL 33405 SFD 7.750 6.750 $988.65 360 1-Dec-27
4730432 VENICE FL 34293 SFD 7.700 6.750 $763.59 360 1-Jan-28
4730454 SCHAUMBURG IL 60193 LCO 7.850 6.750 $669.09 360 1-Nov-27
4730481 POMPANO BEACH FL 33060 SFD 7.700 6.750 $285.19 360 1-Dec-27
4730506 WINTER SPRINGS FL 32708 SFD 7.800 6.750 $593.90 360 1-Dec-27
4730538 HIGHLANDS RANCH CO 80126 SFD 7.250 6.750 $1,639.27 360 1-May-28
4730588 PALATINE IL 60074 SFD 7.850 6.750 $651.01 360 1-Nov-27
4730611 STERLING VA 20165 SFD 7.500 6.750 $1,817.96 360 1-Jun-28
4730630 MARBLEHEAD MA 01945 SFD 7.375 6.750 $1,989.14 360 1-May-28
4730708 NORTH BEND WA 98045 SFD 7.375 6.750 $1,935.28 360 1-May-28
4730747 BROOKLYN NY 11229 COP 7.875 6.750 $255.22 360 1-May-28
4730869 ANCHORAGE AK 99517 SFD 7.375 6.750 $3,453.38 360 1-Apr-28
4730874 SEARINGTOWN NY 11507 SFD 7.500 6.750 $1,796.98 360 1-Apr-28
4730911 WOODBURY NY 11797 SFD 7.500 6.750 $2,405.30 360 1-Apr-28
4730918 DRIPPING SPRINGS TX 78620 SFD 7.750 6.750 $1,135.52 360 1-Apr-28
4730997 ATLANTA GA 30327 SFD 7.500 6.750 $2,608.42 360 1-May-28
4731024 LOS ANGELES CA 90024 HCO 7.125 6.750 $6,737.19 360 1-Apr-28
4731087 MARIETTA GA 30062 SFD 7.375 6.750 $2,113.47 360 1-Apr-28
4731092 BRONXVILLE NY 10708 LCO 7.950 6.750 $684.28 360 1-Nov-27
4731108 TAMPA FL 33609 SFD 7.500 6.750 $4,544.90 360 1-Apr-28
4731111 FORT MYERS FL 33919 PUD 7.800 6.750 $317.47 360 1-Dec-27
4731126 LAKE IN THE HILLS IL 60102 SFD 7.750 6.750 $573.13 360 1-Jan-28
4731130 SCOTTSDALE AZ 85251 SFD 7.500 6.750 $3,475.10 360 1-Mar-28
4731197 ST PETERSBURG FL 33704 SFD 7.800 6.750 $359.94 360 1-Jan-28
4731207 PORTLAND OR 97202 SFD 7.500 6.750 $985.90 360 1-Jan-28
4731227 CANTON GA 30115 SFD 7.375 6.750 $2,168.72 360 1-Apr-28
4731232 BOCA RATON FL 33428 SFD 7.750 6.750 $386.87 360 1-Jan-28
4731272 THOUSAND OAKS CA 91320 SFD 7.500 6.750 $1,684.41 360 1-May-28
4731557 SAN JOSE CA 95130 SFD 7.250 6.750 $2,292.12 360 1-May-28
4731591 SAYVILLE NY 11782 SFD 7.350 6.750 $992.12 360 1-Jan-28
4731593 BURBANK IL 60459 SFD 7.800 6.750 $503.91 360 1-Jan-28
4731632 PEMBROKE PINES FL 33026 LCO 7.800 6.750 $539.91 360 1-Dec-27
4731633 BAL HARBOUR FL 33154 HCO 8.150 6.750 $885.66 360 1-Nov-27
4731743 RANCHO PALOS VERDES CA 90275 SFD 7.625 6.750 $3,793.77 360 1-Apr-28
4731753 MESA AZ 85213 SFD 7.500 6.750 $1,720.07 360 1-Apr-28
4731795 BABYLON NY 11702 SFD 7.625 6.750 $2,052.61 360 1-Apr-28
4731807 CLINTON NJ 08809 SFD 7.500 6.750 $2,007.45 360 1-Apr-28
4731813 ST PAUL MN 55116 SFD 7.500 6.750 $2,076.67 360 1-Apr-28
4732029 RALEIGH NC 27606 SFD 8.000 6.750 $858.51 360 1-May-28
4732239 BIRMINGHAM AL 35216 SFD 7.000 6.733 $2,482.91 360 1-Apr-28
4732328 THOUSAND OAKS CA 91360 SFD 7.250 6.750 $1,719.09 360 1-May-28
4732332 SOUTH KINGSTOWN RI 02879 SFD 7.250 6.750 $1,785.60 360 1-Jun-28
4732479 STRATFORD CT 06497 SFD 7.625 6.750 $775.04 360 1-Apr-28
4732975 ZIONSVILLE IN 46077 SFD 7.500 6.750 $2,452.54 353 1-Aug-27
4733172 DANA POINT CA 92629 SFD 7.625 6.750 $3,397.41 360 1-May-28
4733311 HOUSTON TX 77098 HCO 6.875 6.608 $551.83 360 1-May-28
4733505 COPPELL TX 75019 SFD 7.375 6.750 $1,856.54 360 1-Apr-28
4733668 MANHATTAN KS 66503 SFD 7.500 6.750 $2,171.06 360 1-May-28
4733765 CHRISTIANSTED VI 00820 SFD 7.125 6.750 $741.08 360 1-Feb-28
4733768 WARWICK RI 02886 SFD 7.375 6.750 $1,616.18 360 1-May-28
4733810 LAYTON FL 33001 LCO 8.000 6.750 $2,311.36 360 1-May-28
4733849 SAINT JAMES NY 11780 SFD 7.625 6.750 $2,165.85 360 1-May-28
4733951 HERMOSA BEACH CA 90254 LCO 7.125 6.750 $2,220.58 360 1-May-28
4733958 MAHOPAC NY 10541 SFD 7.625 6.750 $2,831.18 360 1-Jun-28
4734678 SCARSDALE NY 10583 SFD 7.000 6.733 $4,248.64 240 1-May-18
4734706 ZACHARY LA 70791 SFD 7.250 6.750 $1,780.48 360 1-Apr-28
4734712 HUNTSVILLE AL 35803 SFD 7.500 6.750 $2,153.59 360 1-May-28
4735115 NEW ORLEANS LA 70118 SFD 7.250 6.750 $2,029.47 360 1-Apr-28
4735164 WESTLAKE CA 91361 SFD 7.250 6.750 $2,016.52 360 1-May-28
4735392 SUMMIT NJ 07901 SFD 7.500 6.750 $2,880.77 360 1-Jun-28
4735433 TUCSON AZ 85737 SFD 7.625 6.750 $3,239.57 360 1-Apr-28
4735486 SCARSDALE NY 10583 SFD 7.375 6.750 $2,417.37 360 1-May-28
4735556 PHOENIX AZ 85012 SFD 7.500 6.750 $1,786.50 360 1-Apr-28
4735576 PROVIDENCE RI 02906 SFD 7.625 6.750 $2,366.57 240 1-May-18
4735717 AURORA CO 80015 SFD 7.125 6.750 $1,705.52 360 1-Apr-28
4735728 TEWKSBURY NJ 08833 SFD 7.625 6.750 $2,831.18 360 1-May-28
4735786 LONGMONTE CO 80501 SFD 7.000 6.733 $2,361.83 360 1-May-28
4735812 AVENTURA FL 33180 THS 7.500 6.750 $2,824.83 360 1-May-28
4735928 BRANCHBURG NJ 08876 SFD 7.000 6.733 $1,862.85 360 1-May-28
4735968 EDINA MN 55439 SFD 7.250 6.750 $3,067.07 360 1-May-28
4736072 PELHAM MANOR NY 10803 SFD 7.750 6.750 $2,487.74 360 1-May-28
4736102 WOODBURY MN 55125 THS 7.500 6.750 $1,711.68 360 1-May-28
4736208 FLORA MS 39071 SFD 7.250 6.750 $3,356.31 360 1-May-28
4736241 PEMBROKE PINES FL 33028 SFD 7.875 6.750 $768.57 360 1-Mar-28
4736347 ANAHEIM HILLS CA 92808 SFD 7.250 6.750 $1,719.77 360 1-May-28
4736408 WEST BLOOMFIELD MI 48322 SFD 7.625 6.750 $2,102.15 360 1-May-28
4736462 MADISON MS 39110 SFD 7.500 6.750 $2,045.20 360 1-Apr-28
4736665 MAPLE VALLEY WA 98038 SFD 7.875 6.750 $2,029.83 360 1-May-28
4736812 HUNTINGTON STATION NY 11746 SFD 8.000 6.750 $939.22 360 1-May-28
4736816 SANTA FE NM 87505 SFD 7.875 6.750 $1,015.10 360 1-May-28
4736961 YONKERS NY 10701 SFD 8.000 6.750 $2,114.35 360 1-Apr-28
4736966 PLANO TX 75093 SFD 7.375 6.750 $2,834.54 360 1-May-28
4737036 BELLE MEAD NJ 08502 SFD 7.500 6.750 $2,422.78 360 1-Jun-28
4737106 FLOURTOWN PA 19031 SFD 6.875 6.608 $2,990.34 360 1-Apr-28
4737118 MILPITAS CA 95035 SFD 7.750 6.750 $1,765.96 360 1-May-28
4737154 YORKTOWN HEIGHTS NY 10598 SFD 7.375 6.750 $1,408.98 360 1-Apr-28
4737256 AMAGANSETT NY 11930 SFD 7.500 6.750 $1,286.56 360 1-May-28
4737273 FRANKLIN LAKES NJ 07417 SFD 7.250 6.750 $4,256.78 360 1-May-28
4737452 KNOXVILLE TN 37920 SFD 7.125 6.750 $1,603.45 360 1-Apr-28
4737471 VIRGINIA BEACH VA 23454 SFD 7.250 6.750 $1,705.45 360 1-May-28
4737497 BREWSTER NY 10509 PUD 7.875 6.750 $872.98 360 1-Jun-28
4737587 OAK PARK CA 91301 SFD 7.875 6.750 $2,117.21 360 1-Jun-28
4737608 MIDDLETOWN PA 17057 SFD 7.500 6.750 $978.91 360 1-Jun-28
4737629 SHORELINE WA 98177 SFD 7.500 6.750 $1,849.42 360 1-Apr-28
4737638 SAN DIEGO CA 92127 PUD 7.250 6.750 $2,925.18 360 1-May-28
4737654 BERKELEY CA 94708 SFD 7.875 6.750 $2,338.35 360 1-May-28
4737931 DENVER CO 80220 SFD 7.375 6.750 $2,472.62 360 1-May-28
4738120 YORBA LINDA CA 92886 SFD 7.875 6.750 $2,140.41 360 1-Apr-28
4738204 BIRMINGHAM AL 35213 SFD 7.125 6.750 $2,358.01 360 1-Mar-28
4738237 SAG HARBOR NY 11963 SFD 7.750 6.750 $1,439.99 360 1-May-28
4738292 SYOSSET NY 11791 SFD 7.500 6.750 $1,817.96 360 1-Jun-28
4738547 SEATTLE WA 98119 SFD 7.625 6.750 $2,052.61 360 1-May-28
4738560 DAVIE FL 33324 PUD 7.625 6.750 $3,256.56 360 1-May-28
4738569 CASTLE ROCK CO 80104 SFD 7.625 6.750 $2,993.97 360 1-Apr-28
4738576 MORGANVILLE NJ 07751 SFD 7.500 6.750 $1,783.00 360 1-Apr-28
4738614 HO-HO-KUS NJ 07423 SFD 7.250 6.750 $2,353.51 360 1-May-28
4738615 SAN DIEGO CA 92130 SFD 7.500 6.750 $2,745.12 360 1-Apr-28
4738631 CROWNSVILLE MD 21032 SFD 7.500 6.750 $3,601.65 360 1-Mar-28
4738681 ORLANDO FL 32836 SFD 7.875 6.750 $2,572.13 353 1-Sep-27
4738714 WILMINGTON NC 28401 SFD 7.750 6.750 $2,220.88 360 1-May-28
4738770 BROOKFIELD CT 06804 SFD 8.000 6.750 $1,926.14 360 1-May-28
4738806 BIRMINGHAM AL 35243 SFD 7.375 6.750 $4,489.39 360 1-May-28
4738917 GILBERT AZ 85234 SFD 7.750 6.750 $2,185.06 360 1-Mar-28
4738927 ASHTON MD 20861 SFD 7.250 6.750 $2,285.29 360 1-Feb-28
4739050 NAPLES FL 34102 SFD 7.625 6.750 $3,001.05 360 1-May-28
4739059 HOLBROOK MA 02343 SFD 7.625 6.750 $1,751.79 360 1-May-28
4739073 WESTHAMPTON BEACH NY 11978 SFD 7.625 6.750 $1,592.54 360 1-May-28
4739093 EASTON MD 21601 SFD 7.875 6.750 $2,784.27 360 1-May-28
4739175 PLYMOUTH MI 48170 SFD 7.750 6.750 $1,934.32 360 1-May-28
4739207 EAST HAMPTON NY 11937 SFD 8.000 6.750 $2,171.95 360 1-May-28
4739636 LAWRENCE KS 66047 SFD 7.625 6.750 $2,627.68 360 1-Jun-28
4739646 SAN JOSE CA 95123 SFD 7.000 6.733 $1,680.56 360 1-Jun-28
4739754 KIRKWOOD MO 63122 SFD 7.500 6.750 $1,839.63 360 1-May-28
4739974 LOS GATOS CA 95033 SFD 7.375 6.750 $2,020.23 360 1-Jun-28
4740041 MONROVIA CA 91016 SFD 7.125 6.750 $1,886.42 360 1-Jun-28
4740043 NEW YORK NY 10019 COP 7.250 6.750 $2,046.53 360 1-Jun-28
4740138 MORAGA CA 94556 SFD 7.000 6.733 $2,305.28 360 1-May-28
4740218 MOUNT KISCO NY 10549 SFD 7.375 6.750 $2,393.19 360 1-Jun-28
4740266 MONROE WA 98272 SFD 7.375 6.750 $1,726.69 360 1-May-28
4740355 SAN FRANCISCO CA 94109 LCO 7.500 6.750 $1,762.03 360 1-May-28
4740405 STAMFORD CT 06905 SFD 7.875 6.750 $1,696.67 360 1-Jun-28
4740565 WHITESTONE NY 11357 SFD 7.625 6.750 $1,653.41 360 1-Jun-28
4740607 PARADISE VALLEY AZ 85253 SFD 7.375 6.750 $3,370.49 360 1-Apr-28
4740637 SUDBURY MA 01776 SFD 7.500 6.750 $4,544.90 360 1-May-28
4740662 LITTLE RIVER SC 29566 LCO 7.250 6.750 $511.64 360 1-Jun-28
4740671 SOUTH SAN FRANCISCO CA 94080 SFD 8.125 6.750 $2,635.87 360 1-May-28
4740678 CENTERVILLE VA 22020 SFD 7.750 6.750 $2,063.27 360 1-Apr-28
4740774 ANCHORAGE AK 99516 SFD 7.250 6.750 $2,829.67 360 1-Apr-28
4740781 TELLURIDE CO 81435 SFD 7.500 6.750 $2,026.33 360 1-Jun-28
4740798 DURANGO CO 81301 SFD 7.125 6.750 $2,088.53 360 1-Apr-28
4740911 ANAHEIM CA 92808 SFD 7.625 6.750 $2,017.22 360 1-May-28
4740941 HOOVER AL 35244 SFD 7.375 6.750 $1,684.69 360 1-May-28
4740962 DIX HILLS NY 11747 SFD 6.875 6.608 $1,642.32 360 1-May-28
4740964 DUBLIN CA 94568 SFD 7.750 6.750 $2,410.73 360 1-Apr-28
4741029 BLACK DIAMOND WA 98010 SFD 7.625 6.750 $1,719.94 360 1-May-28
4741049 MANHATTON BEACH CA 90266 SFD 7.500 6.750 $3,701.64 360 1-Apr-28
4741053 BROOKLYN NY 11219 SFD 8.000 6.750 $2,604.87 360 1-Apr-28
4741071 COMMERCE MI 48382 SFD 7.375 6.750 $1,889.69 360 1-May-28
4741113 POTOMAC MD 20854 SFD 7.000 6.733 $1,873.50 360 1-May-28
4741280 CHANDLER AZ 85248 SFD 7.250 6.750 $3,154.40 240 1-Jun-18
4741356 VOORHEES NJ 08043 SFD 7.500 6.750 $2,125.61 360 1-Apr-28
4741403 BEVERLY HILLS CA 90210 PUD 7.375 6.750 $2,037.50 360 1-Jun-28
4741433 BOCA RATON FL 33496 SFD 7.625 6.750 $1,512.91 360 1-May-28
4741576 JERICHO NY 11753 SFD 7.625 6.750 $1,799.21 360 1-Jun-28
4741709 CARPINTERIA CA 93013 SFD 7.500 6.750 $1,783.00 360 1-May-28
4741754 IOWA CITY IA 52240 SFD 7.500 6.750 $3,034.59 360 1-May-28
4741788 CHAPPAQUA NY 10514 SFD 7.375 6.750 $2,591.42 360 1-Jun-28
4741901 CHAPPAQUA NY 10514 SFD 7.750 6.750 $2,482.37 360 1-May-28
4741956 MANHATTAN BEACH CA 90266 SFD 7.450 6.750 $1,753.41 360 1-Mar-28
4741958 RANCHO PALOS VERDES CA 90275 SFD 7.700 6.750 $2,787.68 360 1-Mar-28
4742026 SAN JOSE CA 95123 SFD 7.050 6.750 $1,825.46 360 1-Mar-28
4742039 DOWNEY CA 90240 SFD 7.500 6.750 $2,808.17 300 1-May-23
4742050 FAIRFIELD CT 06430 SFD 7.500 6.750 $3,132.49 360 1-May-28
4742108 SAN JOSE CA 95125 SFD 7.500 6.750 $1,957.11 360 1-Mar-28
4742134 MILL VALLEY CA 94941 PUD 7.375 6.750 $1,208.69 360 1-May-28
4742144 SANTA ROSA CA 95404 SFD 7.300 6.750 $1,748.21 360 1-Mar-28
4742208 BOCA RATON FL 33434 PUD 7.650 6.750 $2,114.36 360 1-Mar-28
4742225 RAMONA CA 92065 SFD 7.550 6.750 $2,501.41 360 1-Mar-28
4742287 DANVILLE CA 94506 SFD 7.200 6.750 $2,324.18 360 1-Mar-28
4742348 WEST HILLS CA 91307 SFD 7.375 6.750 $2,193.45 360 1-Jun-28
4742362 SPRINGFIELD MO 65804 SFD 7.500 6.750 $1,922.84 360 1-May-28
4742387 BATON ROUGE LA 70809 SFD 7.250 6.750 $2,387.62 360 1-May-28
4742447 SWANSEA MA 02777 SFD 7.250 6.750 $1,705.45 360 1-May-28
4742487 MORTON GROVE IL 60053 SFD 7.625 6.750 $4,600.66 360 1-May-28
4742533 RHINECLIFF NY 12574 SFD 7.500 6.750 $1,713.08 360 1-Jun-28
4742626 UPLAND CA 91784 SFD 7.500 6.750 $2,139.60 360 1-May-28
4742648 IRVINE CA 92620 SFD 7.375 6.750 $1,975.34 360 1-May-28
4742711 WINTER PARK FL 32789 SFD 7.500 6.750 $2,215.12 360 1-May-28
4742727 PHOENIX AZ 85023 SFD 8.000 6.750 $476.95 360 1-May-28
4742753 JACKSONVILLE FL 32256 SFD 7.500 6.750 $3,915.61 360 1-May-28
4742836 WEST NEWTON MA 02165 SFD 7.375 6.750 $4,144.06 360 1-May-28
4742856 BOTHELL WA 98011 SFD 7.500 6.750 $1,856.06 360 1-May-28
4742861 SCOTTSDALE AZ 85255 SFD 7.500 6.750 $1,817.96 360 1-May-28
4742909 BELLE TERRE NY 11777 SFD 7.750 6.750 $2,202.97 360 1-May-28
4742914 WOODLAND HILLS CA 91367 SFD 7.375 6.750 $1,933.90 360 1-May-28
4742916 ROCKVILLE CENTRE NY 11570 SFD 7.375 6.750 $1,726.69 360 1-May-28
4742937 EL SEGUNDO CA 90245 SFD 7.625 6.750 $1,344.81 360 1-Jun-28
4743033 SIMI VALLEY CA 93065 SFD 7.250 6.750 $2,252.55 360 1-May-28
4743139 EAST HAMPTON NY 11937 SFD 7.500 6.750 $5,244.11 360 1-May-28
4743170 GRAND RAPIDS MI 49546 LCO 7.500 6.750 $1,906.76 360 1-May-28
4743200 CHATHAM TOWNSHIP NJ 07928 SFD 7.500 6.750 $2,831.82 360 1-Jun-28
4743232 KEY WEST FL 33040 SFD 7.250 6.750 $2,101.11 360 1-Jun-28
4743234 JAMAICA NY 11432 SFD 7.250 6.750 $1,773.66 360 1-Jun-28
4743350 WESTERN SPRINGS IL 60558 SFD 7.250 6.750 $1,858.59 360 1-May-28
4743391 FISHERS IN 46038 SFD 7.500 6.750 $1,912.36 360 1-Jun-28
4743481 LA PALMA CA 90623 SFD 7.750 6.750 $1,805.36 360 1-Apr-28
4743486 LAKE ALMANOR CA 96137 SFD 7.375 6.750 $3,004.44 360 1-Jun-28
4743624 SPRING LAKE NJ 07762 SFD 7.250 6.750 $1,483.73 360 1-May-28
4743740 TALLAHASSEE FL 32303 SFD 6.875 6.608 $411.41 360 1-Jun-28
4743913 LAKE ARROWHEAD CA 92352 SFD 7.500 6.750 $618.81 360 1-Apr-28
4743941 SIMI VALLEY CA 93063 SFD 7.375 6.750 $1,775.04 360 1-May-28
4743976 CAVE CREEK AZ 85331 SFD 7.875 6.750 $2,175.57 360 1-Apr-28
4744008 GLENDALE CA 91201 SFD 7.125 6.750 $2,064.28 360 1-May-28
4744075 HUNTSVILLE UT 84317 SFD 7.500 6.750 $4,426.03 360 1-Feb-28
4744087 FREMONT CA 94539 SFD 7.875 6.750 $2,320.22 360 1-Jan-28
4744123 LAKEWOOD CO 80227 SFD 8.000 6.750 $1,702.33 360 1-Jan-28
4744133 LOS GATOS CA 95032 SFD 7.500 6.750 $2,447.26 360 1-Jun-28
4744163 MANDEVILLE LA 70471 SFD 7.750 6.750 $2,435.81 360 1-Mar-28
4744193 MARLBORO NJ 07746 SFD 7.875 6.750 $942.60 360 1-May-28
4744211 SAN JOSE CA 95132 SFD 7.750 6.750 $1,805.00 360 1-Feb-28
4744341 LAS VEGAS NV 89107 SFD 7.500 6.750 $1,660.64 360 1-Jun-28
4744510 SCOTTSDALE AZ 85255 SFD 7.750 6.750 $2,177.89 360 1-May-28
4744518 LAGUNA NIGUEL CA 92677 SFD 7.500 6.750 $2,138.90 360 1-Jun-28
4744558 JACKSONVILLE FL 32223 SFD 8.000 6.750 $597.00 360 1-Apr-28
4744571 CHINA SPRINGS TX 76633 SFD 7.625 6.750 $2,151.69 360 1-Apr-28
4744588 WASHINGTON DC 20002 SFD 7.375 6.750 $2,486.43 360 1-May-28
4744653 FREDERICK MD 21701 SFD 7.500 6.750 $1,334.46 360 1-Apr-28
4744658 SAN DIEGO CA 92103 SFD 7.500 6.750 $1,748.04 360 1-May-28
4744661 GREENWICH CT 06830 SFD 7.375 6.750 $2,735.08 360 1-Jun-28
4744690 SAN JOSE CA 95136 SFD 7.125 6.750 $1,810.96 360 1-Jun-28
4744716 SAN ANTONIO TX 78209 SFD 7.375 6.750 $2,276.47 360 1-Apr-28
4744748 HOUSTON TX 77030 SFD 7.125 6.750 $3,126.06 360 1-May-28
4744763 HEBER CITY UT 84032 SFD 7.625 6.750 $2,568.58 360 1-May-28
4744773 LIVERMORE CA 94550 SFD 7.375 6.750 $2,314.45 360 1-May-28
4744791 MIAMI FL 33156 SFD 7.500 6.750 $3,098.32 360 1-Apr-28
4744810 WYNNEWOOD PA 19096 SFD 7.125 6.750 $1,751.67 360 1-Apr-28
4745007 MAPLE GROVE MN 55311 SFD 7.250 6.750 $1,925.10 360 1-May-28
4745190 JUPITER FL 33458 SFD 7.250 6.750 $2,510.41 360 1-May-28
4745195 SAN CLEMENTE CA 92673 SFD 7.750 6.750 $1,808.95 360 1-May-28
4745255 STATEN ISLAND NY 10309 MF2 7.875 6.750 $3,045.30 360 1-May-28
4745296 LAFAYETTE CA 94549 SFD 7.625 6.750 $4,586.76 240 1-May-18
4745333 ALLEN TX 75013 SFD 7.375 6.750 $3,508.63 360 1-Apr-28
4745384 FLOSSMOOR IL 60422 SFD 7.375 6.750 $2,000.89 360 1-May-28
4745491 LA JOLLA CA 92037 SFD 7.500 6.750 $2,796.86 360 1-May-28
4745569 NEW YORK NY 10464 SFD 7.500 6.750 $2,216.51 360 1-May-28
4745620 ANCHORAGE AK 99516 SFD 7.500 6.750 $3,146.47 360 1-May-28
4745657 HUNTINGTON STATION NY 11746 SFD 7.500 6.750 $741.17 360 1-Jun-28
4745679 PORTLAND OR 97231 SFD 7.250 6.750 $2,387.62 360 1-Apr-28
4745727 SCOTTSDALE AZ 85258 SFD 7.625 6.750 $2,123.38 360 1-Apr-28
4745788 LITTLETON CO 80128 SFD 7.500 6.750 $1,874.59 360 1-May-28
4745789 MERCER ISLAND WA 98040 SFD 7.125 6.750 $2,048.10 360 1-May-28
4745794 SIMI VALLEY CA 93065 SFD 7.375 6.750 $2,935.71 360 1-Apr-28
4745886 BROOKLYN NY 11215 SFD 7.375 6.750 $4,420.33 360 1-Jun-28
4745928 PHOENIX AZ 85044 SFD 6.750 6.483 $1,816.08 360 1-Apr-28
4746016 JACKSON MS 39211 SFD 7.250 6.750 $1,872.23 360 1-Apr-28
4746153 MATAWAN NJ 07747 SFD 7.750 6.750 $899.82 360 1-Apr-28
4746171 AROMAS CA 95004 SFD 7.500 6.750 $1,971.78 360 1-May-28
4746249 BETHPAGE NY 11704 SFD 7.500 6.750 $1,117.00 360 1-May-28
4746254 WESTON CT 06883 SFD 7.625 6.750 $2,788.71 360 1-May-28
4746262 NAPLES FL 34110 LCO 8.125 6.750 $519.75 360 1-Jun-28
4746305 PARADISE VALLEY AZ 85253 SFD 7.250 6.750 $3,206.23 360 1-May-28
4746460 SIMI VALLEY CA 93065 SFD 7.375 6.750 $2,581.05 360 1-May-28
4746478 SANTA ANA CA 92705 SFD 7.500 6.750 $1,887.88 360 1-May-28
4746493 ST LOUIS MO 63129 SFD 7.500 6.750 $2,176.31 360 1-Jun-28
4746540 ALTAMONTE SPRING FL 32701 SFD 7.625 6.750 $1,849.11 360 1-May-28
4746651 HOUSTON TX 77056 SFD 7.125 6.750 $4,379.17 360 1-May-28
4746704 COLLIERVILLE TN 38017 SFD 7.500 6.750 $1,762.02 360 1-May-28
4746722 BATON ROUGE LA 70817 SFD 6.750 6.483 $2,366.09 360 1-May-28
4746757 ALISO VIEJO CA 92656 LCO 7.750 6.750 $782.33 360 1-May-28
4746785 LAKE OSWEGO OR 97034 SFD 7.375 6.750 $1,730.14 360 1-Apr-28
4746881 LOS ANGELES CA 90049 SFD 7.875 6.750 $2,697.26 360 1-May-28
4746900 MORGAN HILL CA 95037 SFD 7.000 6.733 $4,324.47 360 1-Apr-28
4746974 PALO ALTO CA 94306 SFD 7.625 6.750 $3,751.31 360 1-Jun-28
4747121 NEW ORLEANS LA 70118 SFD 7.375 6.750 $2,040.95 360 1-May-28
4747148 POTOMAC MD 20854 SFD 7.375 6.750 $3,675.78 360 1-Apr-28
4747204 ISLIP NY 11751 SFD 7.375 6.750 $3,079.73 360 1-Apr-28
4747244 MILTON MA 02186 SFD 7.125 6.750 $1,819.05 360 1-Jun-28
4747262 BETHESDA MD 20817 SFD 7.625 6.750 $5,945.47 360 1-May-28
4747272 WAILUKU HI 96793 SFD 6.625 6.358 $3,041.48 360 1-May-28
4747286 SAN DIEGO CA 92124 LCO 7.750 6.750 $358.21 360 1-May-28
4747316 ORINDA CA 94563 SFD 7.625 6.750 $3,538.97 360 1-May-28
4747334 STUDIO CITY CA 91604 SFD 7.375 6.750 $2,175.63 360 1-May-28
4747354 WOODBURY MN 55125 SFD 7.250 6.750 $1,845.29 360 1-May-28
4747470 ROSWELL GA 30075 SFD 7.375 6.750 $2,562.06 360 1-Apr-28
4747695 LOS ANGELES CA 90046 SFD 7.750 6.750 $2,758.19 360 1-May-28
4747862 PRESCOTT AZ 86301 SFD 7.250 6.750 $2,947.00 360 1-Apr-28
4747878 WATSONVILLE CA 95076 SFD 7.375 6.750 $1,778.49 360 1-May-28
4747885 CARMEL IN 46032 SFD 7.500 6.750 $1,957.80 360 1-May-28
4747901 DACULA GA 30019 SFD 7.000 6.733 $1,232.81 360 1-May-28
4748039 KEY WEST FL 33040 SFD 7.500 6.750 $1,992.77 360 1-Jun-28
4748153 LOS ANGELES CA 90049 LCO 7.450 6.750 $2,449.20 360 1-Mar-28
4748201 AVALON NJ 08202 SFD 7.500 6.750 $2,412.30 360 1-May-28
4748226 NEW PALTZ NY 12561 SFD 8.125 6.750 $1,503.56 360 1-Jun-28
4748300 WASHINGTON DC 20012 SFD 7.625 6.750 $2,260.85 240 1-May-18
4748359 BENTONVILLE AR 72712 SFD 7.375 6.750 $2,016.77 360 1-Mar-28
4748609 FREEHOLD NJ 07728 SFD 7.625 6.750 $2,123.38 360 1-Jun-28
4748659 ST CHARLES MO 63304 PUD 7.500 6.750 $2,069.68 360 1-May-28
4748670 WESTLAKE OH 44145 SFD 7.500 6.750 $2,815.74 360 1-Jun-28
4748686 SOUTHBURY CT 06488 SFD 7.500 6.750 $2,259.52 360 1-Jun-28
4748688 REDMOND WA 98052 SFD 7.500 6.750 $1,783.00 360 1-May-28
4748697 COTO DE CAZA CA 92679 SFD 7.250 6.750 $1,995.37 360 1-Jun-28
4748715 SIMI VALLEY CA 93065 SFD 8.000 6.750 $1,992.18 360 1-May-28
4748743 LEESBERG VA 20176 SFD 7.500 6.750 $3,188.42 360 1-May-28
4748761 SAN JOSE CA 95120 SFD 7.500 6.750 $2,097.65 360 1-Jun-28
4748782 NORTHRIDGE CA 91324 SFD 7.375 6.750 $2,386.97 360 1-Apr-28
4748872 ELMHURST IL 60126 SFD 7.500 6.750 $2,099.04 360 1-May-28
4748987 FORT MYERS FL 33912 SFD 7.500 6.750 $1,985.77 360 1-Mar-28
4749045 OAKLAND CA 94618 SFD 7.375 6.750 $2,907.75 360 1-May-28
4749066 DANBURY CT 06811 SFD 7.625 6.750 $1,896.89 360 1-May-28
4749089 EL CAJON CA 92019 SFD 7.375 6.750 $1,607.55 360 1-May-28
4749216 GREENVILLE NC 27858 SFD 7.875 6.750 $374.87 360 1-May-28
4749283 PALM SPRINGS CA 92262 LCO 7.250 6.750 $317.22 360 1-Jun-28
4749287 WESTLAKE VILLAGE CA 91362 SFD 7.400 6.750 $3,358.05 360 1-Mar-28
4749306 BROADBECKS PA 17329 SFD 7.625 6.750 $1,734.09 360 1-May-28
4749319 SAN FRANCISCO CA 94114 SFD 7.650 6.750 $4,611.14 360 1-Mar-28
4749421 FAIRFAX VA 22033 SFD 7.500 6.750 $1,811.66 360 1-Apr-28
4749478 OAK PARK IL 60302 SFD 7.500 6.750 $2,433.27 360 1-Apr-28
4749483 SAINT PETERSBURG FL 33704 SFD 7.875 6.750 $2,114.67 360 1-May-28
4749510 AUSTIN TX 78734 SFD 7.500 6.750 $2,020.73 360 1-May-28
4749555 WORTHINGTON OH 43235 SFD 7.625 6.750 $3,052.36 360 1-May-28
4749559 LOGAN UT 84321 SFD 7.500 6.750 $1,678.12 360 1-May-28
4749562 MUKILTEO WA 98275 SFD 7.250 6.750 $1,823.12 360 1-Apr-28
4749582 SAN JOSE CA 95120 SFD 7.250 6.750 $2,558.17 360 1-May-28
4749670 KNOXVILLE TN 37920 SFD 7.500 6.750 $2,087.16 360 1-May-28
4749753 JUPITER FL 33458 SFD 7.500 6.750 $1,901.87 360 1-May-28
4749896 SOUTHPORT CT 06490 SFD 7.500 6.750 $2,622.05 360 1-May-28
4749968 BROOKHAVEN NY 11719 SFD 7.625 6.750 $778.57 360 1-May-28
4749987 SAN MARCOS CA 92069 SFD 7.375 6.750 $1,790.23 360 1-Apr-28
4749989 PHOENIX AZ 85044 PUD 7.500 6.750 $2,740.22 360 1-Apr-28
4750079 CAVE CREEK AZ 85331 SFD 7.375 6.750 $1,670.74 360 1-Apr-28
4750090 GREAT FALLS VA 22066 SFD 7.125 6.750 $3,095.74 360 1-Jun-28
4750094 EAST HAMPTON NY 11937 SFD 8.000 6.750 $1,056.62 360 1-May-28
4750098 WEST NEW YORK NJ 07093 HCO 8.000 6.750 $1,056.62 360 1-May-28
4750106 SEBASTOPOL CA 95472 SFD 7.625 6.750 $2,044.11 360 1-May-28
4750129 REDMOND WA 98053 SFD 7.125 6.750 $2,108.74 360 1-May-28
4750206 GRANBY CT 06060 SFD 7.625 6.750 $1,981.83 360 1-Apr-28
4750239 VERONA NJ 07004 SFD 7.625 6.750 $1,981.82 360 1-Jun-28
4750293 FOSTER CITY CA 94404 LCO 7.250 6.750 $2,165.91 360 1-May-28
4750333 NEW CANAAN CT 06840 SFD 7.375 6.750 $2,762.71 360 1-May-28
4750356 FAYETTEVILLE GA 30215 SFD 7.375 6.750 $2,776.51 360 1-May-28
4750366 REDMOND WA 98052 SFD 7.000 6.733 $1,950.67 360 1-May-28
4750399 MANHATTAN MT 59741 SFD 7.250 6.750 $2,459.65 240 1-May-18
4750411 TULSA OK 74137 SFD 7.500 6.750 $2,063.52 360 1-May-28
4750483 MANASSAS VA 20110 SFD 7.500 6.750 $1,803.98 360 1-May-28
4750486 FREMONT CA 94539 SFD 7.375 6.750 $2,072.03 360 1-May-28
4750517 HOUSTON TX 77024 SFD 7.375 6.750 $2,740.60 360 1-May-28
4750578 SAN DIEGO CA 92117 SFD 7.625 6.750 $2,024.30 360 1-May-28
4750727 ATLANTA GA 30331 SFD 7.125 6.750 $1,657.35 360 1-May-28
4750749 OMAHA NE 68007 SFD 7.375 6.750 $2,026.79 360 1-May-28
4750759 DOBBS FERRY NY 10522 SFD 7.625 6.750 $1,238.64 360 1-May-28
4750765 BELLEVUE NE 68147 SFD 7.500 6.750 $846.05 360 1-Apr-28
4750836 BONITA CA 91902 SFD 7.000 6.733 $1,862.85 360 1-May-28
4750864 MONTEREY CA 93940 SFD 7.250 6.750 $3,636.00 360 1-Apr-28
4750895 AUSTIN TX 78731 SFD 8.125 6.750 $3,266.99 360 1-Apr-28
4750958 NASHVILLE TN 37215 SFD 7.375 6.750 $2,244.70 360 1-Apr-28
4751029 ROGERS AR 72756 PUD 7.375 6.750 $2,072.03 360 1-Apr-28
4751048 ROGERS AR 72758 SFD 7.250 6.750 $2,062.90 360 1-Apr-28
4751109 FAIRFAX STATION VA 22039 SFD 7.750 6.750 $2,349.83 360 1-Jun-28
4751146 CHEVY CHASE MD 20815 SFD 7.500 6.750 $6,992.15 360 1-May-28
4751173 PHOENICIA NY 12464 SFD 8.000 6.750 $340.47 360 1-May-28
4751184 SOUTH HEMPSTEAD NY 11550 SFD 7.750 6.750 $917.01 360 1-May-28
4751189 CALABASAS CA 91302 SFD 7.375 6.750 $2,058.22 360 1-Jun-28
4751264 MILWAUKIE OR 97267 SFD 7.625 6.750 $1,862.56 360 1-Apr-28
4751295 GLENWOOD MD 21738 SFD 7.500 6.750 $2,244.48 360 1-Apr-28
4751340 BARGERSVILLE IN 46106 SFD 7.500 6.750 $3,496.07 360 1-May-28
4751402 BERKELEY LAKE GA 30096 SFD 7.500 6.750 $2,657.02 360 1-Jun-28
4751475 MINNEAPOLIS MN 55409 SFD 7.625 6.750 $1,925.20 360 1-Jun-28
4751490 PALO ALTO CA 94303 SFD 7.375 6.750 $2,141.10 360 1-May-28
4751609 COLLIERVILLE TN 38017 SFD 7.500 6.750 $1,083.79 360 1-Apr-28
4751709 KENNETT SQUARE PA 19348 SFD 7.250 6.750 $1,626.99 360 1-May-28
4751734 NORTH BABYLON NY 11703 SFD 7.625 6.750 $830.60 360 1-Jun-28
4751801 CENTERPORT NY 11721 SFD 7.750 6.750 $2,179.33 360 1-May-28
4751925 BYRON CA 94514 SFD 7.500 6.750 $2,971.67 360 1-Jun-28
4751932 ELLICOTT CITY MD 21042 SFD 7.625 6.750 $1,868.58 360 1-Apr-28
4751938 SARATOGA CA 95070 SFD 7.250 6.750 $1,978.32 360 1-May-28
4751960 AVON CO 81620 SFD 7.000 6.733 $2,308.60 360 1-Apr-28
4752096 MIAMI FL 33157 SFD 7.625 6.750 $2,052.61 360 1-Jun-28
4752098 OAKTON VA 22124 PUD 7.000 6.733 $2,251.39 360 1-May-28
4752103 WESTERN SPRINGS IL 60558 SFD 7.375 6.750 $1,890.72 360 1-May-28
4752122 ST GEORGE UT 84790 SFD 7.500 6.750 $811.09 360 1-May-28
4752148 WESTMINSTER CA 92683 SFD 7.125 6.750 $673.72 360 1-May-28
4752163 FREMONT CA 94539 SFD 7.500 6.750 $3,789.75 360 1-May-28
4752237 BROOKEVILLE MD 20833 SFD 7.500 6.750 $5,681.12 360 1-May-28
4752336 TERRELL HILLS TX 78209 SFD 7.250 6.750 $2,264.83 360 1-May-28
4752343 HOUSTON TX 77024 SFD 7.000 6.733 $2,741.05 360 1-May-28
4752394 SIMI VALLEY CA 93065 SFD 7.500 6.750 $2,097.64 360 1-May-28
4752410 SANTA MONICA CA 90402 SFD 7.500 6.750 $4,817.59 360 1-May-28
4752460 ROSWELL GA 30075 SFD 7.000 6.733 $1,646.63 360 1-Jun-28
4752548 ARLIGNTON VA 22202 SFD 7.000 6.733 $2,661.21 360 1-Apr-28
4752679 BOCA RATON FL 33487 SFD 7.375 6.750 $3,418.85 360 1-Jun-28
4752759 HUNTINGTON BEACH CA 92648 SFD 7.500 6.750 $2,992.64 360 1-May-28
4752768 DENVER CO 80206 SFD 7.375 6.750 $2,431.18 360 1-May-28
4752792 NEW YORK NY 10014 MF2 7.875 6.750 $1,939.57 360 1-Apr-28
4752815 RENTON WA 98059 SFD 6.875 6.608 $1,649.22 360 1-May-28
4752818 WOODBRIDGE VA 22192 SFD 7.500 6.750 $1,649.45 360 1-Apr-28
4752828 COLUMBIANA AL 35051 SFD 7.375 6.750 $2,458.81 360 1-May-28
4752881 PARADISE VALLEY AZ 85253 SFD 7.875 6.750 $6,126.84 360 1-May-28
4752896 ST AUGUSTINE FL 32084 SFD 7.750 6.750 $1,813.17 354 1-Nov-27
4752941 REDONDO BEACH CA 90278 LCO 7.750 6.750 $1,826.86 360 1-May-28
4752961 INDIANAPOLIS IN 46240 PUD 7.625 6.750 $2,273.86 240 1-May-18
4752998 LITTLE NECK NY 11362 SFD 7.750 6.750 $1,791.04 360 1-May-28
4753202 SALT LAKE CITY UT 84117 SFD 7.875 6.750 $4,625.95 360 1-May-28
4753267 DENVER CO 80209 SFD 7.375 6.750 $2,762.71 360 1-Apr-28
4753274 GRAND JUNCTION CO 81503 SFD 7.375 6.750 $828.82 360 1-Apr-28
4753284 RANDOLPH NJ 07869 SFD 7.500 6.750 $1,748.04 360 1-Jun-28
4753535 SEATTLE WA 98116 SFD 7.625 6.750 $2,477.28 360 1-May-28
4753618 KIRKLAND WA 98033 SFD 7.250 6.750 $3,376.77 360 1-Apr-28
4753637 HICKORY NC 28601 SFD 7.125 6.750 $1,940.31 360 1-May-28
4753650 EAST HAMPTON NY 11937 SFD 7.750 6.750 $2,951.62 360 1-Jun-28
4753652 TAMPA FL 33626 SFD 7.250 6.750 $1,939.77 360 1-May-28
4753688 WASHINGTON DC 20015 SFD 7.625 6.750 $2,406.50 360 1-May-28
4753748 SAN JOSE CA 95124 SFD 7.125 6.750 $2,102.01 360 1-May-28
4753811 BROOKEVILLE MD 20833 SFD 7.625 6.750 $1,932.28 360 1-Jun-28
4753859 SOUTH PASADENA CA 91030 SFD 7.500 6.750 $3,013.62 360 1-May-28
4753990 FORT WORTH TX 76132 LCO 7.250 6.750 $619.86 360 1-Apr-28
4754044 WESTMINSTER MD 21158 SFD 7.750 6.750 $1,888.46 360 1-May-28
4754081 GARDINER NY 12525 SFD 7.500 6.750 $891.50 360 1-Jun-28
4754113 ORANGE CT 06477 SFD 7.125 6.750 $2,805.37 360 1-May-28
4754158 BOCA RATON FL 33432 SFD 7.250 6.750 $2,728.71 360 1-May-28
4754165 ROYSE CITY TX 75087 SFD 7.500 6.750 $2,221.40 360 1-Jan-28
4754191 BEND OR 97701 SFD 7.375 6.750 $1,968.42 360 1-May-28
4754196 EDEN PRAIRIE MN 55347 SFD 7.500 6.750 $1,796.99 360 1-Jun-28
4754207 NEW PRAGUE MN 56071 SFD 7.375 6.750 $2,486.43 360 1-May-28
4754210 EAST HAMPTON NY 11937 SFD 7.875 6.750 $1,087.61 360 1-May-28
4754249 CORONA CA 91719 SFD 8.125 6.750 $1,903.77 360 1-May-28
4754312 HALEIWA HI 96712 SFD 7.125 6.750 $2,762.25 360 1-May-28
4754457 ATLANTA GA 30350 PUD 7.375 6.750 $2,072.03 360 1-May-28
4754574 PARK CITY UT 84098 SFD 7.375 6.750 $2,072.03 360 1-May-28
4754683 PALOS VERDES ESTATES CA 90274 SFD 7.200 6.750 $3,733.34 360 1-Mar-28
4754687 HAWTHORN WOODS IL 60047 SFD 7.550 6.750 $1,686.34 360 1-Mar-28
4754706 SIMI VALLEY CA 93065 SFD 7.250 6.750 $2,381.48 360 1-May-28
4754758 NEWPORT BEACH CA 92625 SFD 7.250 6.750 $6,821.77 360 1-Mar-28
4754825 ROCKAWAY NJ 07866 SFD 7.625 6.750 $1,924.50 360 1-May-28
4754842 KEY WEST FL 33040 SFD 7.625 6.750 $2,066.05 360 1-Jun-28
4754858 SOMIS CA 93066 SFD 7.650 6.750 $3,121.87 360 1-Mar-28
4754890 HUNTINGTON BEACH CA 92648 SFD 7.625 6.750 $4,444.95 360 1-Jun-28
4754939 LITHONIA GA 30058 SFD 7.500 6.750 $2,281.19 360 1-May-28
4755001 CHICAGO IL 60601 HCO 7.250 6.750 $341.09 360 1-Jun-28
4755008 ASHBURN VA 20147 SFD 7.000 6.733 $1,490.28 360 1-Apr-28
4755059 MACUNGIE PA 18062 LCO 8.000 6.750 $719.83 360 1-May-28
4755098 LOS ANGELES CA 90049 SFD 7.250 6.750 $4,229.50 360 1-May-28
4755101 SAN JOSE CA 95132 SFD 7.650 6.750 $2,071.79 360 1-Mar-28
4755141 MONTAUK NY 11954 SFD 8.000 6.750 $1,100.65 360 1-May-28
4755145 UPPER FREEHOLD NJ 08514 SFD 7.875 6.750 $1,776.43 360 1-May-28
4755152 SCHAUMBURG IL 60193 SFD 7.800 6.750 $799.06 360 1-Dec-27
4755158 NORTHVILLE MI 48167 SFD 7.625 6.750 $1,815.49 360 1-May-28
4755176 LOS ALTOS HILLS CA 94022 SFD 7.800 6.750 $6,982.75 360 1-Jan-28
4755226 BEVERLY HILLS CA 90210 SFD 7.200 6.750 $1,982.07 360 1-Mar-28
4755287 MEMPHIS TN 38120 LCO 7.750 6.750 $263.29 360 1-Apr-28
4755352 SAN JOSE CA 95120 SFD 7.500 6.750 $2,209.52 360 1-May-28
4755360 EAST HILLS NY 11576 SFD 7.500 6.750 $3,020.61 360 1-Jun-28
4755362 LOS ALTOS CA 94024 SFD 7.650 6.750 $5,419.28 360 1-Nov-27
4755409 SARATOGA CA 95070 SFD 6.625 6.358 $4,162.03 360 1-May-28
4755414 CRYSTAL BEACH FL 34681 SFD 7.850 6.750 $397.84 360 1-Nov-27
4755446 JAMUL CA 91935 SFD 7.125 6.750 $1,886.41 360 1-May-28
4755453 EL CAJON CA 92021 SFD 7.375 6.750 $1,817.86 360 1-May-28
4755541 CARMEL IN 46032 SFD 7.875 6.750 $1,721.31 360 1-May-28
4755587 PLEASANTON CA 94588 SFD 7.500 6.750 $1,985.77 360 1-May-28
4755590 PLEASANTON CA 94588 SFD 7.500 6.750 $1,992.77 360 1-May-28
4755592 SAN JOSE CA 95125 SFD 7.875 6.750 $2,048.33 360 1-May-28
4755630 LONG BEACH CA 90808 SFD 7.500 6.750 $1,741.05 360 1-Jun-28
4755643 AUSTIN TX 78746 SFD 7.375 6.750 $1,947.70 360 1-May-28
4755805 SANTA BARBARA CA 93110 SFD 7.500 6.750 $2,222.11 360 1-May-28
4755830 SALT LAKE UT 84117 SFD 7.125 6.750 $1,805.57 360 1-May-28
4755838 STUDIO CITY CA 91604 SFD 7.875 6.750 $2,603.00 360 1-May-28
4755893 CALABASAS CA 91302 SFD 7.375 6.750 $1,740.51 360 1-Jun-28
4755987 MARIETTA GA 30067 SFD 7.625 6.750 $1,981.82 360 1-May-28
4756035 LOVELAND OH 45140 SFD 7.375 6.750 $3,267.03 300 1-Jun-23
4756038 ROCHESTER HILLS MI 48306 SFD 7.000 6.733 $1,663.26 360 1-Jun-28
4756058 FRANKLIN LAKES NJ 07417 SFD 7.750 6.750 $2,328.34 360 1-May-28
4756070 EAST NORTHPORT NY 11731 SFD 7.500 6.750 $2,209.52 360 1-May-28
4756080 CHAPPAQUA NY 10514 SFD 7.625 6.750 $2,315.90 360 1-May-28
4756085 PALO ALTO CA 94306 SFD 7.375 6.750 $2,580.37 360 1-May-28
4756096 BRIDGEWATER NJ 08807 SFD 7.500 6.750 $1,817.96 360 1-May-28
4756150 SCARSDALE NY 10583 SFD 7.375 6.750 $2,969.90 360 1-Jun-28
4756216 ORANGE CA 92867 PUD 7.500 6.750 $2,485.71 360 1-May-28
4756252 EDINA MN 55424 SFD 7.125 6.750 $1,805.57 360 1-May-28
4756295 ARROYO GRANDE CA 93420 SFD 7.500 6.750 $2,265.46 360 1-May-28
4756297 HUNTINGTON BEACH CA 92648 SFD 7.750 6.750 $2,231.63 360 1-May-28
4756408 PLEASANTON CA 94588 SFD 7.125 6.750 $2,762.25 360 1-May-28
4756430 SAN JOSE CA 95118 SFD 7.625 6.750 $1,719.23 360 1-May-28
4756437 MUKILTEO WA 98275 SFD 7.125 6.750 $1,690.36 360 1-May-28
4756446 ROCKVILLE MD 20850 SFD 7.375 6.750 $2,071.34 360 1-May-28
4756451 SANTA MONICA CA 90402 SFD 7.250 6.750 $3,994.14 360 1-May-28
4756465 RESTON VA 22191 SFD 7.000 6.733 $1,893.45 360 1-May-28
4756470 SAN DIEGO CA 92117 SFD 7.875 6.750 $1,740.17 360 1-May-28
4756511 CHULA VISTA CA 91910 SFD 7.250 6.750 $3,001.58 360 1-May-28
4756523 SAN JOSE CA 95132 SFD 7.625 6.750 $2,555.14 360 1-May-28
4756525 WESTON FL 33332 SFD 7.500 6.750 $3,104.51 360 1-May-28
4756527 CUPERTINO CA 95014 SFD 7.500 6.750 $2,866.78 360 1-May-28
4756548 PLEASANTON CA 94588 SFD 7.500 6.750 $2,772.39 360 1-May-28
4756555 WOODBURY MN 55125 SFD 7.375 6.750 $2,841.44 360 1-May-28
4756620 WASHINGTON DC 20010 SFD 8.000 6.750 $1,816.07 360 1-May-28
4756642 LAFAYETTE CA 94549 SFD 7.375 6.750 $2,762.71 360 1-May-28
4756696 SAN JOSE CA 95125 SFD 7.375 6.750 $3,087.32 360 1-May-28
4756700 HOUSTON TX 77024 SFD 7.125 6.750 $3,455.51 360 1-May-28
4756719 SUNNYVALE CA 94087 SFD 7.375 6.750 $2,755.80 360 1-May-28
4756816 BOTHELL WA 98011 SFD 7.000 6.733 $1,165.61 360 1-Jun-28
4756833 SAN JOSE CA 95129 SFD 7.500 6.750 $2,004.65 360 1-May-28
4756972 LANTANA FL 33462 SFD 7.500 6.750 $1,835.44 360 1-May-28
4756973 SAN JOSE CA 95129 SFD 7.500 6.750 $2,486.41 360 1-May-28
4757011 BEVERLY HILLS CA 90212 SFD 7.750 6.750 $2,709.93 360 1-May-28
4757020 SAN JOSE CA 95120 SFD 7.000 6.733 $2,328.56 360 1-May-28
4757064 GREENBRAE CA 94904 SFD 7.625 6.750 $2,229.56 360 1-May-28
4757073 HALF MOON BAY CA 94019 SFD 7.750 6.750 $2,715.21 360 1-May-28
4757105 FOSTER CITY CA 94404 SFD 7.375 6.750 $1,989.15 360 1-May-28
4757117 MIAMI FL 33133 SFD 7.625 6.750 $1,833.19 360 1-May-28
4757215 DISCOVERY BAY CA 94514 SFD 7.500 6.750 $1,978.78 360 1-Jun-28
4757244 NEW YORK NY 10021 COP 7.750 6.750 $1,746.25 360 1-May-28
4757323 DAYTON OH 45459 SFD 7.375 6.750 $1,926.98 360 1-Jun-28
4757339 BAL HARBOUR FL 33154 HCO 7.875 6.750 $2,864.02 360 1-Apr-28
4757374 SAN DIEGO CA 92037 SFD 7.250 6.750 $2,401.26 360 1-May-28
4757384 BETHESDA MD 20817 SFD 7.250 6.750 $2,379.09 360 1-May-28
4757389 SEATTLE WA 98112 SFD 7.250 6.750 $1,985.13 360 1-May-28
4757551 ROYAL PALM BEACH FL 33411 SFD 7.875 6.750 $659.82 360 1-Jun-28
4757582 SARATOGA CA 95070 SFD 7.250 6.750 $2,899.25 360 1-Jun-28
4757619 SAN JOSE CA 95135 SFD 7.250 6.750 $2,004.92 360 1-May-28
4757620 BAYPORT NY 11705 SFD 7.625 6.750 $2,303.87 360 1-May-28
4757624 LAKE FOREST IL 60045 SFD 7.500 6.750 $4,544.90 360 1-May-28
4757644 LOS ANGELES CA 90025 LCO 7.500 6.750 $2,227.70 360 1-May-28
4757701 SEATTLE WA 98119 SFD 7.500 6.750 $1,842.43 360 1-May-28
4757710 EDINA MN 55436 SFD 7.375 6.750 $2,235.72 360 1-May-28
4757739 VANCOUVER WA 98684 SFD 8.000 6.750 $1,843.24 353 1-Feb-27
4757818 ANAHIEM CA 92807 SFD 7.875 6.750 $1,792.37 360 1-May-28
4757885 FREMONT CA 94539 SFD 7.375 6.750 $2,893.93 360 1-May-28
4757947 LOS ANGELES CA 91401 LCO 7.850 6.750 $622.07 360 1-Nov-27
4758021 SIMI VALLEY CA 93065 SFD 7.375 6.750 $2,545.83 360 1-May-28
4758039 FRELINGHUYSEN NJ 07825 SFD 7.500 6.750 $1,992.77 360 1-May-28
4758056 CHAPPAQUA NY 10514 SFD 7.625 6.750 $2,017.22 360 1-May-28
4758100 ELLICOTT CITY MD 21042 SFD 7.625 6.750 $2,898.42 360 1-Apr-28
4758122 LAGUNA HILLS CA 92653 LCO 7.250 6.750 $1,664.52 360 1-May-28
4758131 LOS GATOS CA 95030 SFD 7.375 6.750 $3,353.23 360 1-Jun-28
4758146 CHARLOTTE NC 28278 SFD 7.625 6.750 $1,857.96 360 1-May-28
4758149 LOS ANGELES CA 90036 SFD 7.000 6.733 $2,494.89 360 1-May-28
4758169 AUSTIN TX 78746 SFD 7.625 6.750 $2,050.48 360 1-May-28
4758174 NAPLES FL 34105 SFD 7.625 6.750 $2,129.04 360 1-Jun-28
4758192 SANTA MONICA CA 90402 LCO 7.500 6.750 $2,136.80 360 1-May-28
4758246 RETON WA 98059 SFD 7.500 6.750 $2,041.36 360 1-May-28
4758335 SCARSDALE NY 10583 SFD 7.625 6.750 $1,946.44 360 1-May-28
4758342 ALEXANDRIA VA 22310 SFD 7.125 6.750 $2,033.96 360 1-May-28
4758549 BRIDGEHAMPTON NY 11932 SFD 7.625 6.750 $2,123.39 360 1-Jun-28
4758564 TRUMBULL CT 06611 SFD 7.250 6.750 $2,112.02 360 1-May-28
4758647 MERCER ISLAND WA 98040 SFD 7.000 6.733 $2,128.97 360 1-May-28
4758675 GLEN ELLYN IL 60137 SFD 7.500 6.750 $2,500.39 360 1-May-28
4758752 CLARKSVILLE MD 21029 SFD 7.625 6.750 $3,185.07 360 1-May-28
4758781 LONG BEACH CA 90802 HCO 7.375 6.750 $2,044.40 360 1-May-28
4758792 MIAMI BEACH FL 33139 HCO 7.625 6.750 $3,001.05 360 1-Jun-28
4758847 NEWPORT BEACH CA 92660 SFD 7.375 6.750 $2,935.37 360 1-May-28
4758856 STERLING VA 20165 PUD 7.125 6.750 $941.86 360 1-Jun-28
4758984 TULSA OK 74137 SFD 7.375 6.750 $2,016.77 360 1-Mar-28
4758988 ALAMEDA CA 94502 SFD 8.125 6.750 $2,093.85 360 1-May-28
4759000 MANHATTAN BEACH CA 90266 LCO 7.375 6.750 $1,878.64 360 1-May-28
4759001 PLEASANTON CA 94566 SFD 7.625 6.750 $2,190.63 360 1-Mar-28
4759014 BELMONT CA 94002 SFD 7.500 6.750 $1,845.93 360 1-Mar-28
4759027 WASHINGTON DC 20018 SFD 7.375 6.750 $1,933.90 360 1-Mar-28
4759036 ARLINGTON VA 22207 SFD 7.625 6.750 $2,494.27 360 1-Apr-28
4759076 SAN DIEGO CA 92130 SFD 7.750 6.750 $1,744.46 360 1-Mar-28
4759077 COTO DE CAZA CA 92679 PUD 7.625 6.750 $2,060.92 360 1-May-28
4759082 LOS GATOS CA 95032 SFD 7.375 6.750 $2,651.51 360 1-Mar-28
4759142 SAN JOSE CA 95135 SFD 7.375 6.750 $2,958.86 360 1-May-28
4759146 PARKLAND FL 33067 SFD 7.875 6.750 $1,794.55 360 1-Jun-28
4759147 NEWTON MA 02159 SFD 7.500 6.750 $2,517.18 360 1-Apr-28
4759158 BRENTWOOD TN 37027 SFD 7.625 6.750 $3,185.08 360 1-Dec-27
4759168 NEW BOSTON MI 48164 LCO 7.750 6.750 $1,755.21 360 1-Apr-28
4759179 SAN DIEGO CA 92130 SFD 7.500 6.750 $2,139.60 360 1-Mar-28
4759188 DANVILLE CA 94526 SFD 7.500 6.750 $3,153.46 360 1-Mar-28
4759200 COTO DE CAZA CA 92679 SFD 7.875 6.750 $2,240.47 360 1-May-28
4759249 SOQUEL CA 95073 SFD 7.625 6.750 $1,663.32 360 1-May-28
4759256 SEATTLE WA 98112 LCO 7.000 6.733 $2,734.39 360 1-May-28
4759271 SAN JOSE CA 95120 SFD 7.500 6.750 $2,167.57 360 1-Jun-28
4759275 MEMPHIS TN 38119 SFD 7.500 6.750 $3,391.20 360 1-Jun-28
4759280 NORWOOD NJ 07648 SFD 7.375 6.750 $2,389.74 360 1-Jun-28
4759337 COLLIERVILLE TN 38017 SFD 7.500 6.750 $1,845.93 360 1-May-28
4759363 CLOSTER NJ 07624 SFD 7.250 6.750 $4,213.12 360 1-May-28
4759555 SALT LAKE CITY UT 84124 SFD 7.500 6.750 $2,294.13 360 1-May-28
4759583 ELIZABETH NJ 07202 SFD 8.125 6.750 $790.02 360 1-Apr-28
4759587 LOS ALTOS CA 94024 SFD 7.500 6.750 $3,006.63 360 1-May-28
4759613 EUGENE OR 97408 SFD 7.375 6.750 $2,762.70 360 1-May-28
4759644 LAKE GROVE NY 11755 SFD 7.500 6.750 $1,900.82 360 1-May-28
4759765 SAN CARLOS CA 94070 SFD 7.500 6.750 $1,640.36 360 1-May-28
4759781 CARBONDALE CO 81623 SFD 7.500 6.750 $2,097.65 360 1-May-28
4759801 RIVER EDGE NJ 07661 LCO 7.625 6.750 $1,238.64 360 1-Jun-28
4759867 CHARLESTON SC 29403 SFD 7.750 6.750 $961.79 360 1-May-28
4759876 FAIRFAX VA 22033 SFD 7.250 6.750 $1,309.78 360 1-Jun-28
4759902 BERKELEY HEIGHTS NJ 07922 SFD 7.875 6.750 $2,262.22 360 1-May-28
4759956 ZEPHYR COVE NV 89448 SFD 7.625 6.750 $1,799.57 360 1-Jun-28
4759974 SOUTH SALEM NY 10590 SFD 7.625 6.750 $2,137.54 360 1-May-28
4759992 LOS ALTOS HILLS CA 94022 SFD 7.500 6.750 $6,992.15 360 1-May-28
4760050 EAST ROCKAWAY NY 11518 SFD 7.750 6.750 $2,242.37 360 1-May-28
4760058 DEERFIELD BEACH FL 33441 SFD 7.375 6.750 $745.93 360 1-May-28
4760060 MILPITAS CA 95035 SFD 7.750 6.750 $1,679.28 360 1-May-28
4760061 MORGAN HILL CA 95037 SFD 7.250 6.750 $2,104.51 360 1-May-28
4760242 PALO ALTO CA 94306 SFD 7.375 6.750 $1,933.90 360 1-May-28
4760372 LADUE MO 63124 SFD 7.500 6.750 $2,045.21 360 1-Apr-28
4760384 FREMONT CA 94539 SFD 7.750 6.750 $3,051.92 360 1-Apr-28
4760390 SAN JOSE CA 95135 SFD 7.125 6.750 $2,269.09 360 1-May-28
4760398 SAN DIEGO CA 92129 SFD 7.875 6.750 $1,595.16 360 1-Dec-27
4760409 RICHMOND VA 23233 SFD 7.250 6.750 $2,038.35 360 1-Mar-28
4760428 WASHINGTON DC 20016 SFD 7.125 6.750 $1,905.28 360 1-Apr-28
4760440 ST LOUIS MO 63129 SFD 7.375 6.750 $2,154.91 360 1-Apr-28
4760460 OCEAN RIDGE FL 33435 SFD 7.375 6.750 $3,978.29 360 1-Jun-28
4760472 CLAYTON MO 63105 SFD 7.250 6.750 $1,910.10 360 1-Mar-28
4760486 ENCINITAS CA 92024 SFD 7.500 6.750 $1,908.86 360 1-Apr-28
4760532 LONGMONT CO 80305 SFD 7.375 6.750 $2,393.19 360 1-Apr-28
4760540 CONCORD MA 01742 SFD 7.625 6.750 $1,946.44 360 1-Apr-28
4760547 PORTLAND OR 97202 SFD 7.250 6.750 $1,671.34 360 1-Apr-28
4760555 GREENVILLE NC 27834 SFD 7.250 6.750 $2,298.93 360 1-Apr-28
4760558 SCARSDALE NY 10583 SFD 7.500 6.750 $2,552.13 360 1-May-28
4760563 SALT LAKE CITY UT 84108 SFD 7.625 6.750 $3,538.97 360 1-Jan-28
4760570 LOS ANGELES CA 90045 SFD 7.625 6.750 $1,734.10 360 1-May-28
4760607 NASHVILLE TN 37215 SFD 7.500 6.750 $3,146.47 360 1-May-28
4760665 MARLBORO NJ 07746 SFD 7.500 6.750 $2,656.46 360 1-Apr-28
4760689 TORRANCE CA 90503 SFD 7.625 6.750 $1,908.92 360 1-May-28
4760738 CLOVIS CA 93611 SFD 7.500 6.750 $1,722.87 360 1-May-28
4760770 MARLBORO NJ 07746 SFD 7.500 6.750 $2,223.51 360 1-May-28
4760780 WINCHESTER MA 01890 SFD 7.125 6.750 $2,155.90 360 1-Apr-28
4760782 GOLDEN CO 80401 SFD 7.625 6.750 $1,769.49 360 1-Sep-27
4760790 NEWTON PA 18940 SFD 6.875 6.608 $1,828.89 360 1-Mar-28
4760804 SANTA CLARITA CA 91321 SFD 7.750 6.750 $1,735.87 360 1-Apr-28
4760806 SARASOTA FL 34243 SFD 7.625 6.750 $707.79 360 1-May-28
4760812 SAN JOSE CA 95126 SFD 7.375 6.750 $2,154.91 360 1-Mar-28
4760820 BALTIMORE MD 21087 SFD 6.875 6.608 $1,971.78 360 1-Apr-28
4760858 SAN FRANCISCO CA 94132 SFD 7.750 6.750 $2,493.11 360 1-Mar-28
4760863 MORGAN HILL CA 95037 SFD 7.500 6.750 $2,433.27 360 1-Mar-28
4760870 YORBA LINDA CA 92886 SFD 7.875 6.750 $2,075.88 360 1-Nov-27
4760878 SAN FRANCISCO CA 94107 LCO 7.875 6.750 $2,138.95 360 1-Mar-28
4760891 RICHMOND VA 23229 SFD 7.375 6.750 $3,980.37 360 1-Apr-28
4760901 CUPERTINO CA 95014 SFD 7.500 6.750 $2,841.61 360 1-Feb-28
4760907 WARRENTON VA 20186 SFD 7.875 6.750 $2,175.21 360 1-Apr-28
4760911 SAN MARTIN CA 95046 SFD 7.375 6.750 $1,775.04 360 1-Mar-28
4760967 ASHTON MD 20861 SFD 7.625 6.750 $2,335.72 360 1-May-28
4761089 SAN JOSE CA 95135 SFD 7.625 6.750 $1,946.44 360 1-May-28
4761218 ATLANTA GA 30328 SFD 7.375 6.750 $1,996.75 360 1-May-28
4761393 MIDDLETON ID 83644 SFD 7.250 6.750 $798.15 360 1-May-28
4761483 ENID OK 73703 SFD 7.625 6.750 $3,308.23 360 1-May-28
4761494 VIENNA VA 22181 SFD 7.750 6.750 $3,223.86 360 1-Apr-28
4761505 GAITHERSBURG MD 20882 SFD 7.625 6.750 $2,423.49 360 1-Apr-28
4761530 SAN MARTIN CA 95046 SFD 7.500 6.750 $2,455.65 360 1-Mar-28
4761539 RIVERVALE NJ 07675 SFD 7.875 6.750 $3,098.58 360 1-May-28
4761544 ENCINITAS CA 92024 SFD 7.500 6.750 $3,069.56 360 1-Mar-28
4761571 MC CLEAN VA 22102 SFD 7.000 6.733 $3,991.82 360 1-May-28
4761574 LUTZ FL 33549 SFD 7.625 6.750 $3,317.79 360 1-Jun-28
4761621 SHELBY TOWNSHIP MI 48316 SFD 7.875 6.750 $1,776.43 360 1-Jun-28
4761633 UNIVERSITY PARK TX 75205 SFD 7.500 6.750 $3,104.52 360 1-Jun-28
4761744 NEWPORT BEACH CA 92660 SFD 7.625 6.750 $2,901.96 360 1-Jun-28
4761775 LARCHMONT NY 10538 SFD 7.500 6.750 $2,698.97 360 1-Apr-28
4761784 LA CANADA CA 91011 SFD 7.500 6.750 $3,052.77 360 1-May-28
4761806 ISSAQUAH WA 98029 SFD 7.625 6.750 $2,548.06 360 1-May-28
4761811 SEATTLE WA 98105 SFD 7.375 6.750 $2,596.94 360 1-May-28
4761813 VIRGINIA BEACH VA 23456 SFD 7.250 6.750 $1,761.04 360 1-May-28
4761817 CHULA VISTA CA 91913 SFD 7.250 6.750 $1,976.95 360 1-May-28
4761831 SANDY UT 84092 SFD 7.250 6.750 $2,133.85 360 1-Apr-28
4761844 LYNNWOOD WA 98043 SFD 7.500 6.750 $1,919.34 360 1-May-28
4762112 CARLSBAD CA 92009 SFD 7.750 6.750 $1,834.02 360 1-Mar-28
4762114 BURLINGAME CA 94010 SFD 7.250 6.750 $3,410.89 360 1-May-28
4762173 SNOHOMISH WA 98290 SFD 7.375 6.750 $2,237.79 360 1-May-28
4762180 SAN DIEGO CA 92107 SFD 7.625 6.750 $2,123.38 360 1-May-28
4762196 DUXBURY MA 02332 SFD 7.375 6.750 $1,968.42 360 1-May-28
4762336 MANDEVILLE LA 70471 SFD 7.375 6.750 $2,393.19 360 1-May-28
4762439 AUSTIN TX 78746 SFD 7.375 6.750 $2,659.10 360 1-May-28
4762475 WEST LONG BRANCH NJ 07764 SFD 7.250 6.750 $1,387.79 300 1-May-23
4762479 RENO NV 89509 SFD 7.625 6.750 $2,760.40 360 1-May-28
4762508 DENVER CO 80222 SFD 7.375 6.750 $2,204.64 360 1-May-28
4762531 RIDGEFIELD WA 98642 SFD 7.125 6.750 $2,098.63 360 1-May-28
4762635 MILPITAS CA 95035 SFD 7.500 6.750 $1,762.03 360 1-May-28
4762825 LAGUNA NIGUEL CA 92677 SFD 7.875 6.750 $3,039.49 360 1-Apr-28
4762895 BLOOMINGTON MN 55438 SFD 7.500 6.750 $1,623.58 360 1-May-28
4762950 EWING NJ 08638 SFD 8.125 6.750 $751.78 360 1-May-28
4762992 RUMSON NJ 07760 SFD 7.500 6.750 $2,900.35 360 1-Jun-28
4763050 DELRAY BEACH FL 33483 SFD 8.125 6.750 $3,563.99 360 1-May-28
4763066 NEW ROCHELLE NY 10804 SFD 7.625 6.750 $1,925.20 360 1-Jun-28
4763163 EAST HAMPTON NY 11937 SFD 8.000 6.750 $1,772.05 360 1-Jun-28
4763217 OAKDALE CA 95361 SFD 7.500 6.750 $1,957.80 360 1-May-28
4763302 AUBURN CA 95602 SFD 7.500 6.750 $1,922.84 360 1-May-28
4763383 PALOS VERDES ESTATES CA 90274 SFD 7.375 6.750 $3,044.50 360 1-Jun-28
4763452 RANCH SANTA FE CA 92067 SFD 7.600 6.750 $5,013.14 360 1-Apr-28
4763465 SAN FRANCISCO CA 94114 SFD 7.450 6.750 $2,783.18 360 1-Apr-28
4763470 SANTA CLARA CA 95050 SFD 7.550 6.750 $1,854.28 360 1-Apr-28
4763473 BURBANK CA 91504 SFD 7.250 6.750 $1,923.74 360 1-Apr-28
4763476 SAN MATEO CA 94403 SFD 7.550 6.750 $3,232.16 360 1-Apr-28
4763528 NEWTON MA 02159 SFD 7.375 6.750 $4,475.58 360 1-Apr-28
4763544 SAN FRANCISCO CA 94114 SFD 7.400 6.750 $2,682.98 360 1-Apr-28
4763562 RANCHO SANTA FE CA 92067 SFD 7.750 6.750 $7,163.41 360 1-Apr-28
4763578 BARRINGTON IL 60010 SFD 7.650 6.750 $3,370.20 360 1-Apr-28
4763614 CHINO HILLS CA 91709 SFD 7.625 6.750 $1,654.12 360 1-May-28
4763629 NEWPORT BEACH CA 92660 SFD 7.150 6.750 $6,070.56 360 1-Feb-28
4763642 SAN FRANCISCO CA 94105 HCO 7.875 6.750 $3,422.33 360 1-Jun-28
4763651 IRVINE CA 92620 SFD 7.500 6.750 $2,419.29 360 1-Apr-28
4763681 LOS ANGELES CA 90291 SFD 7.350 6.750 $1,818.89 360 1-Apr-28
4763697 GLEN ELLYN IL 60137 SFD 7.500 6.750 $1,623.58 360 1-Apr-28
4763717 SIMI VALLEY CA 93065 SFD 7.500 6.750 $1,694.90 360 1-Apr-28
4763730 CARMEL IN 46033 SFD 7.875 6.750 $1,721.35 360 1-Jun-28
4763747 SHORELINE WA 98177 SFD 7.000 6.733 $2,394.42 360 1-May-28
4763758 LIVERMORE CA 94550 SFD 7.650 6.750 $3,717.86 360 1-Apr-28
4763779 SALT LAKE CITY UT 84109 SFD 7.375 6.750 $1,602.37 360 1-May-28
4763786 SANTA ROSA CA 95404 SFD 7.450 6.750 $3,392.70 360 1-Apr-28
4763792 SAN MATEO CA 94402 PUD 7.500 6.750 $1,803.98 360 1-Apr-28
4763827 SEA ISLE CITY NJ 08243 LCO 7.000 6.733 $1,938.25 240 1-Jun-18
4763836 BELLEVUE WA 98004 SFD 7.500 6.750 $2,027.73 360 1-Apr-28
4763842 SAN JOSE CA 95118 SFD 7.650 6.750 $2,383.97 360 1-Apr-28
4763879 HUNTINGTON BEACH CA 92646 SFD 6.750 6.483 $1,621.50 360 1-May-28
4763888 SEBASTOPOL CA 95472 SFD 7.600 6.750 $2,471.27 360 1-Apr-28
4763906 SAN JOSE CA 95120 SFD 7.100 6.750 $1,924.03 360 1-Apr-28
4763925 CLOSTER NJ 07624 SFD 7.375 6.750 $2,182.53 360 1-Apr-28
4763929 SANTA CRUZ CA 95062 SFD 7.300 6.750 $2,104.71 360 1-Apr-28
4763955 SANTA BARBARA CA 93101 SFD 7.150 6.750 $1,566.95 360 1-Apr-28
4763997 DEL MAR CA 92014 SFD 6.950 6.683 $3,806.21 360 1-Apr-28
4764002 SAN JOSE CA 95131 SFD 7.500 6.750 $1,929.84 360 1-Apr-28
4764003 NORTHRIDGE CA 91324 SFD 7.600 6.750 $2,612.48 360 1-Apr-28
4764009 TEMPLETON CA 93465 SFD 7.600 6.750 $2,349.82 360 1-Apr-28
4764011 HAYWARD CA 94544 SFD 7.150 6.750 $1,732.42 360 1-Apr-28
4764042 MISSOULA MT 59802 SFD 7.750 6.750 $2,005.96 360 1-Jun-28
4764047 EAST QUOGUE NY 11942 SFD 7.250 6.750 $955.05 360 1-Jun-28
4764151 MENLO PARK CA 94025 SFD 7.000 6.733 $2,661.21 360 1-Jun-28
4764210 SUNNYVALE CA 94087 SFD 7.750 6.750 $2,149.24 360 1-Jun-28
4764224 WESTERN SPRINGS IL 60558 SFD 7.650 6.750 $2,225.04 360 1-Apr-28
4764236 SARATOGA CA 95070 SFD 7.400 6.750 $3,297.12 360 1-Apr-28
4764250 NEWPORT BEACH CA 92663 MF2 7.500 6.750 $2,689.18 360 1-Apr-28
4764384 CARLSBAD CA 92008 SFD 7.250 6.750 $1,828.23 360 1-Jun-28
4764391 SCOTTSDALE AZ 85258 SFD 7.500 6.750 $2,796.86 360 1-May-28
4764399 RANCHO CUCAMUNGO CA 91737 SFD 7.500 6.750 $2,387.82 360 1-May-28
4764581 LEE'S SUMMIT MO 64064 SFD 7.250 6.750 $1,739.55 360 1-Jun-28
4764582 HUNTINGTON BEACH CA 92647 SFD 6.750 6.483 $1,997.68 360 1-May-28
4764637 SEATTLE WA 98199 SFD 7.250 6.750 $1,608.57 360 1-May-28
4764662 BONITA SPRINGS FL 34134 SFD 7.625 6.750 $2,123.38 360 1-May-28
4764685 WATERMILL NY 11976 SFD 7.375 6.750 $2,348.30 360 1-Jun-28
4764698 DAVIE FL 33328 SFD 7.375 6.750 $1,788.85 360 1-Jun-28
4764720 PELHAM MANOR NY 10803 SFD 7.500 6.750 $2,062.69 360 1-Jun-28
4764763 MOUNTAIN VIEW CA 94040 SFD 7.250 6.750 $2,387.62 360 1-May-28
4764888 ALAMO HEIGHTS TX 78209 SFD 7.250 6.750 $1,916.92 360 1-Jun-28
4764942 SAN CARLOS CA 94070 SFD 7.400 6.750 $2,603.35 360 1-Apr-28
4764943 CAMPBELL CA 95008 SFD 7.650 6.750 $2,128.55 360 1-Apr-28
4764944 SANTA BARBARA CA 93111 SFD 7.500 6.750 $2,202.53 360 1-Apr-28
4764945 SAN DIEGO CA 92109 SFD 7.550 6.750 $1,826.17 360 1-Apr-28
4764947 LOS ANGELES CA 90049 SFD 7.450 6.750 $3,551.34 360 1-Apr-28
4764948 SAN JOSE CA 95120 SFD 7.450 6.750 $2,685.77 360 1-Apr-28
4764949 DENTON TX 76205 SFD 7.000 6.733 $995.30 360 1-Mar-28
4764950 SAN DIEGO CA 92130 SFD 7.100 6.750 $1,731.16 360 1-Apr-28
4764951 IRVINE CA 92604 SFD 7.450 6.750 $1,920.40 360 1-Apr-28
4764952 SANTA MONICA CA 90403 LCO 7.500 6.750 $3,730.31 360 1-Apr-28
4764953 MORGAN HILL CA 95037 SFD 7.650 6.750 $1,816.36 360 1-Apr-28
4764954 MORGAN HILL CA 95037 SFD 7.500 6.750 $2,094.85 360 1-Apr-28
4764956 HERMOSA BEACH CA 90254 MF2 7.750 6.750 $2,865.65 360 1-Apr-28
4764958 NEWPORT BEACH CA 92660 SFD 7.450 6.750 $4,230.43 360 1-Apr-28
4764959 IRVINE CA 92612 SFD 7.500 6.750 $1,817.96 360 1-Apr-28
4764961 MIAMI FL 33146 SFD 7.450 6.750 $3,673.80 360 1-Apr-28
4764962 VISTA CA 92084 SFD 7.400 6.750 $1,765.57 360 1-Apr-28
4764964 RANCHO PALOS VERDES CA 90275 SFD 7.150 6.750 $1,823.60 360 1-Apr-28
4764966 LOS ALTOS HILLS CA 94024 SFD 7.150 6.750 $2,031.63 360 1-Apr-28
4764970 HEWLETT NY 11557 SFD 7.450 6.750 $1,948.23 360 1-Apr-28
4764971 GOLETA CA 93117 SFD 7.400 6.750 $2,056.37 360 1-Apr-28
4764975 SAN JOSE CA 95125 SFD 7.450 6.750 $2,220.98 360 1-Apr-28
4764978 MANHATTAN BEACH CA 90266 SFD 7.625 6.750 $3,029.36 360 1-May-28
4764979 HUNTINGTON BEACH CA 92648 SFD 7.500 6.750 $1,947.32 360 1-Apr-28
4764982 HALLANDALE FL 33009 SFD 7.600 6.750 $1,872.52 360 1-Apr-28
4764984 GLENDALE CA 91201 SFD 7.250 6.750 $1,942.16 360 1-May-28
4764985 BELLEVUE WA 98008 SFD 7.250 6.750 $2,585.18 360 1-May-28
4764986 SCARSDALE NY 10583 SFD 7.250 6.750 $2,182.97 360 1-May-28
4764987 HILLSBOROUGH CA 94010 SFD 7.500 6.750 $4,801.51 360 1-May-28
4764989 HOLLISTER CA 95023 SFD 7.200 6.750 $1,819.16 360 1-Apr-28
4764992 SARATOGA CA 95070 SFD 8.125 6.750 $3,638.24 360 1-May-28
4764993 STAMFORD CT 06903 SFD 7.700 6.750 $2,281.48 360 1-Apr-28
4764995 MORGAN HILL CA 95037 SFD 7.550 6.750 $1,770.66 360 1-Apr-28
4764996 OCEANSIDE CA 92057 SFD 7.450 6.750 $1,669.91 360 1-Apr-28
4764997 SAN JOSE CA 95120 SFD 7.250 6.750 $1,738.87 360 1-Apr-28
4764999 SAN JOSE CA 95120 SFD 7.450 6.750 $1,923.88 360 1-Apr-28
4765000 MUNDELEIN IL 60060 SFD 7.550 6.750 $2,136.04 360 1-Apr-28
4765001 LA JOLLA CA 92037 SFD 7.000 6.733 $2,262.03 360 1-Apr-28
4765002 SANTA MONICA CA 90402 SFD 7.150 6.750 $2,904.25 360 1-Apr-28
4765005 SANTA BARBARA CA 93105 SFD 7.500 6.750 $1,873.90 360 1-Apr-28
4765006 SAN JOSE CA 95135 SFD 7.400 6.750 $1,649.95 360 1-Apr-28
4765008 FULLERTON CA 92835 SFD 7.500 6.750 $1,748.04 360 1-Apr-28
4765009 SAN JOSE CA 95120 SFD 7.200 6.750 $2,047.23 360 1-Apr-28
4765011 CULVER CITY CA 90230 SFD 7.200 6.750 $2,443.64 360 1-Apr-28
4765013 SAN JOSE CA 95136 SFD 7.200 6.750 $1,781.15 360 1-Apr-28
4765014 BOCA RATON FL 33498 SFD 7.800 6.750 $1,852.95 360 1-Nov-27
4765015 SUNNYVALE CA 94086 SFD 7.200 6.750 $2,117.82 360 1-Apr-28
4765016 HUNTINGTON BEACH CA 92648 SFD 7.550 6.750 $2,782.47 360 1-Apr-28
4765017 SANTA BARBARA CA 93110 SFD 7.050 6.750 $2,006.00 360 1-Apr-28
4765018 HIGHLAND VILLAGE TX 75067 SFD 7.500 6.750 $943.94 360 1-Mar-28
4765019 HUNTINGTON STATION NY 11746 SFD 7.050 6.750 $1,674.34 360 1-Apr-28
4765021 SAN JOSE CA 95125 SFD 7.550 6.750 $1,759.42 360 1-Apr-28
4765022 PALM DESERT CA 92260 SFD 7.600 6.750 $1,620.45 360 1-Apr-28
4765023 REDONDO BEACH CA 90277 SFD 7.650 6.750 $1,702.84 360 1-Apr-28
4765024 INDIAN WELLS CA 92210 SFD 7.450 6.750 $4,522.67 360 1-Apr-28
4765025 UNION CITY CA 94587 SFD 7.350 6.750 $2,032.47 360 1-Apr-28
4765026 DOWNERS GROVE IL 60516 SFD 7.500 6.750 $1,838.94 360 1-Apr-28
4765029 SOUTH PASADENA CA 91030 SFD 7.350 6.750 $1,915.35 360 1-Apr-28
4765030 MOUNTAIN VIEW CA 94040 SFD 7.050 6.750 $2,206.60 360 1-Apr-28
4765031 MORGAN HILL CA 95037 SFD 7.700 6.750 $2,024.81 360 1-Apr-28
4765033 SANTA CLARA CA 95051 SFD 7.300 6.750 $2,029.29 360 1-Apr-28
4765034 HERMOSA BEACH CA 90254 SFD 7.150 6.750 $1,951.93 360 1-Apr-28
4765035 LAGUNA NIGUEL CA 92677 SFD 7.550 6.750 $1,840.93 360 1-Mar-28
4765036 SAN FRANCISCO CA 94131 SFD 7.200 6.750 $1,878.21 360 1-Apr-28
4765037 SANTA BARBARA CA 93101 SFD 7.350 6.750 $2,150.98 360 1-Apr-28
4765039 SAN JOSE CA 95132 SFD 7.250 6.750 $1,927.84 360 1-Apr-28
4765040 MOSS BEACH CA 94038 SFD 7.150 6.750 $1,618.95 360 1-Apr-28
4765041 WINDSOR CA 95492 SFD 7.750 6.750 $1,702.20 360 1-Apr-28
4765042 PLANO TX 75093 SFD 7.450 6.750 $467.58 360 1-Mar-28
4765043 BELMONT CA 94002 SFD 7.300 6.750 $2,413.21 360 1-Apr-28
4765044 SEA CLIFF NY 11579 SFD 7.400 6.750 $1,599.40 360 1-Apr-28
4765046 RYE NY 10580 SFD 7.150 6.750 $1,891.14 360 1-Apr-28
4765047 CAMPBELL CA 95008 SFD 7.750 6.750 $1,834.02 360 1-Apr-28
4765048 LOS ALAMITOS CA 90720 SFD 7.500 6.750 $1,929.84 360 1-Mar-28
4765049 BEVERLY HILLS CA 90211 LCO 7.750 6.750 $4,298.48 360 1-Dec-27
4765050 SARATOGA CA 95070 SFD 7.450 6.750 $3,966.03 360 1-Apr-28
4765051 WINDSOR CA 95492 SFD 7.350 6.750 $1,921.55 360 1-Apr-28
4765052 LOS GATOS CA 95032 SFD 7.250 6.750 $1,787.31 360 1-Apr-28
4765054 SAN CLEMENTE CA 92672 SFD 7.050 6.750 $1,745.22 360 1-Apr-28
4765056 LOS ANGELES CA 90025 SFD 7.250 6.750 $2,609.33 360 1-Apr-28
4765057 MORGAN HILL CA 95037 SFD 7.400 6.750 $2,935.70 360 1-Apr-28
4765058 LOS GATOS CA 95032 SFD 7.350 6.750 $4,266.12 360 1-Apr-28
4765059 SAN DIEGO CA 92110 SFD 7.200 6.750 $2,269.87 360 1-Apr-28
4765060 ARLINGTON HEIGHTS IL 60005 SFD 7.450 6.750 $1,878.65 360 1-Apr-28
4765061 DOVE CANYON CA 92679 SFD 7.500 6.750 $1,957.81 360 1-Apr-28
4765062 LOS GATOS CA 95032 SFD 7.050 6.750 $2,340.33 360 1-Apr-28
4765063 LAGUNA BEACH CA 92651 SFD 7.200 6.750 $2,117.82 360 1-Apr-28
4765064 GOLETA CA 93117 SFD 7.400 6.750 $2,021.75 360 1-Apr-28
4765066 MANHATTAN BEACH CA 90266 SFD 7.250 6.750 $2,067.00 360 1-Apr-28
4765068 SAN GABRIEL CA 91775 SFD 7.200 6.750 $1,884.32 360 1-Apr-28
4765069 MORGAN HILL CA 95037 SFD 7.700 6.750 $3,707.40 360 1-Apr-28
4765070 BRENTWOOD CA 94513 SFD 7.450 6.750 $1,669.91 360 1-Apr-28
4765071 SAN JOSE CA 95134 SFD 7.400 6.750 $1,820.96 360 1-Apr-28
4765072 SAN MATEO CA 94402 SFD 7.100 6.750 $2,856.14 360 1-Apr-28
4765074 SUNNYVALE CA 94087 SFD 7.350 6.750 $1,712.79 360 1-Apr-28
4765075 SUNNYVALE CA 94086 SFD 7.450 6.750 $1,852.21 360 1-Apr-28
4765076 HOUSTON TX 77024 SFD 7.250 6.750 $2,828.99 360 1-Apr-28
4765077 NOVATO CA 94949 SFD 7.450 6.750 $2,557.05 360 1-Apr-28
4765108 SAN RAMON CA 94583 SFD 7.500 6.750 $2,153.59 360 1-Apr-28
4765121 LOS ALTOS CA 94024 SFD 7.200 6.750 $3,563.64 360 1-Apr-28
4765142 RIVERSIDE CA 92506 SFD 7.500 6.750 $2,069.68 360 1-Apr-28
4765165 SAN CLEMENTE CA 92673 SFD 7.300 6.750 $3,770.65 360 1-Apr-28
4765175 TORRANCE CA 90505 SFD 7.500 6.750 $2,237.49 360 1-Apr-28
4765184 GILROY CA 95020 SFD 7.050 6.750 $2,420.57 360 1-Apr-28
4765205 DAVIS CA 95616 SFD 7.600 6.750 $1,977.01 360 1-Apr-28
4765275 CHATHAM BORO NJ 07928 SFD 7.750 6.750 $1,762.38 360 1-May-28
4765282 GREAT FALLS VA 22066 SFD 7.375 6.750 $2,037.49 360 1-May-28
4765284 TUCSON AZ 85750 SFD 7.375 6.750 $3,294.52 360 1-May-28
4765302 SPRINGDALE UT 84767 SFD 7.250 6.750 $2,859.68 360 1-May-28
4765335 BROOKLYN NY 11215 SFD 7.500 6.750 $1,992.76 360 1-May-28
4765352 GAITHERSBURG MD 20882 SFD 7.250 6.750 $2,728.71 360 1-May-28
4765381 SOUTHLAKE TX 76092 SFD 7.375 6.750 $2,002.62 360 1-May-28
4765395 EDEN PRAIRIE MN 55347 SFD 7.250 6.750 $1,712.94 360 1-May-28
4765420 ANOKA MN 55014 SFD 7.375 6.750 $1,864.82 360 1-May-28
4765673 FREMONT CA 94539 SFD 7.625 6.750 $2,095.07 360 1-Jun-28
4765728 DELRAY BEACH FL 33446 SFD 7.500 6.750 $4,544.90 360 1-Jun-28
4765781 LAGUNA HILLS CA 92653 SFD 7.625 6.750 $2,434.81 360 1-May-28
4765796 LOS ANGELES CA 91367 SFD 7.375 6.750 $1,830.29 360 1-May-28
4765815 MOUNTAIN VIEW CA 94043 PUD 7.625 6.750 $2,084.46 360 1-May-28
4766037 MANHATTAN BEACH CA 90266 SFD 7.625 6.750 $2,096.84 360 1-Jun-28
4766262 BEND OR 97701 SFD 7.375 6.750 $2,431.18 360 1-May-28
4766264 CORAL SPRINGS FL 33071 SFD 7.500 6.750 $1,971.79 360 1-May-28
4766268 SANTA MONICA CA 90405 SFD 7.625 6.750 $2,335.72 360 1-May-28
4766272 CORAL SPRINGS FL 33076 SFD 7.375 6.750 $1,692.16 360 1-May-28
4766273 LA HABRA HEIGHTS CA 90631 SFD 7.450 6.750 $4,522.67 360 1-Jan-28
4766298 WEST CHESTER PA 19380 SFD 7.625 6.750 $2,243.36 360 1-May-28
4766324 BOTHELL WA 98011 SFD 7.350 6.750 $1,942.91 360 1-Apr-28
4766338 SANTA BARBARA CA 93111 SFD 7.400 6.750 $1,609.79 360 1-Jan-28
4766348 SANTA BARBARA CA 93110 MF2 7.400 6.750 $2,012.06 360 1-Jan-28
4766447 RYE NY 10580 SFD 6.875 6.608 $1,872.25 360 1-May-28
4766501 BRIGHTON MI 48116 SFD 7.750 6.750 $1,676.41 360 1-May-28
4766522 BETHANY BEACH DE 19930 SFD 7.500 6.750 $2,027.72 360 1-May-28
4766755 MORGAN HILL CA 95037 SFD 7.500 6.750 $1,957.81 360 1-May-28
4766837 SAN JOSE CA 95134 LCO 7.625 6.750 $1,868.58 360 1-Jun-28
4766854 MOUNT LAUREL NJ 08054 SFD 7.000 6.733 $1,972.63 360 1-May-28
4767098 GLENDALE CA 91208 SFD 7.750 6.750 $2,321.18 360 1-Apr-28
4767103 LOS ALAMITOS CA 90720 SFD 7.625 6.750 $2,477.28 360 1-May-28
4767106 CERRITOS CA 90703 SFD 7.750 6.750 $2,342.67 360 1-May-28
4767177 DANA POINT CA 92629 LCO 7.625 6.750 $1,674.29 360 1-Jun-28
4767360 LOS ANGELES CA 90045 SFD 7.250 6.750 $1,609.94 360 1-May-28
4767362 MARIN CITY CA 94965 SFD 7.125 6.750 $1,288.15 360 1-May-28
4767365 GREENWICH CT 06830 SFD 7.250 6.750 $2,248.45 360 1-May-28
4767385 VALENCIA AREA CA 91354 SFD 7.375 6.750 $1,609.27 360 1-May-28
4767415 PASADENA CA 91106 SFD 7.375 6.750 $4,489.39 360 1-May-28
4767425 SAN JOSE CA 95129 SFD 7.625 6.750 $2,335.72 360 1-May-28
4767429 KENT WA 98031 SFD 7.625 6.750 $2,071.01 360 1-May-28
4767433 TORRANCE CA 90503 SFD 7.625 6.750 $1,734.10 360 1-May-28
4767450 LONG BEACH CA 90807 SFD 7.375 6.750 $2,072.03 360 1-May-28
4767454 LA HABRA CA 90631 SFD 7.250 6.750 $2,223.90 360 1-May-28
4767499 LONG BEACH CA 90815 SFD 7.000 6.733 $1,969.30 360 1-May-28
4767501 MERRICK NY 11566 SFD 6.875 6.608 $1,609.48 360 1-May-28
4767511 LOS ALAMITOS CA 90720 SFD 7.625 6.750 $2,024.29 360 1-May-28
4767515 LONG BEACH CA 90803 SFD 7.500 6.750 $3,426.15 360 1-May-28
4767519 SAN CLEMENTE CA 92673 SFD 7.250 6.750 $1,800.95 360 1-May-28
4767521 NEWPORT BEACH CA 92625 LCO 7.000 6.733 $2,647.91 360 1-May-28
4767525 PASADENA CA 91107 SFD 7.250 6.750 $1,587.43 360 1-May-28
4767533 PASADENA CA 91103 SFD 7.250 6.750 $2,455.84 360 1-May-28
4767537 LOS ANGELES CA 90036 SFD 7.250 6.750 $2,210.25 360 1-May-28
4767540 SEAL BEACH CA 90740 SFD 7.250 6.750 $2,517.23 360 1-May-28
4767549 PASADENA CA 91105 SFD 7.000 6.733 $2,494.89 360 1-May-28
4767553 NEWPORT COAST AREA CA 92657 SFD 7.250 6.750 $2,640.02 360 1-May-28
4767559 VALENCIA AREA CA 91354 SFD 7.625 6.750 $2,276.27 360 1-May-28
4767563 LOS ANGELES CA 91356 SFD 6.750 6.483 $2,485.43 360 1-May-28
4767579 HUNTINGTON BEACH CA 92648 SFD 7.625 6.750 $2,282.64 360 1-May-28
4767640 SANDY UT 84093 SFD 7.500 6.750 $1,638.96 360 1-May-28
4767669 ACWORTH GA 30101 SFD 7.125 6.750 $1,768.51 360 1-Mar-28
4767822 RIVER EDGE NJ 07661 LCO 7.625 6.750 $1,942.90 360 1-Jun-28
4767850 WARRENTON MO 63383 SFD 7.625 6.750 $1,811.96 360 1-Jun-28
4767864 MAHWAH NJ 07430 SFD 7.000 6.733 $1,695.19 360 1-May-28
4767872 QUINCY IL 62301 SFD 8.125 6.750 $994.95 360 1-Jun-28
4768064 LOS ANGELES CA 91423 SFD 7.625 6.750 $1,748.25 360 1-May-28
4768069 LAGUNA NIGUEL CA 92677 SFD 7.625 6.750 $1,676.06 360 1-May-28
4768071 SAN CLEMENTE CA 92673 SFD 7.375 6.750 $2,065.12 360 1-May-28
4768076 MANHATTAN BEACH CA 90266 SFD 7.250 6.750 $2,292.11 360 1-May-28
4768083 THOUSAND OAKS CA 91320 SFD 7.625 6.750 $1,691.63 360 1-May-28
4768130 SAN JOSE CA 95125 SFD 7.700 6.750 $2,766.29 360 1-Apr-28
4768138 TORRANCE CA 90503 SFD 7.400 6.750 $1,990.60 360 1-Apr-28
4768143 VENTURA CA 93001 SFD 7.600 6.750 $2,037.03 360 1-Apr-28
4768155 DANVILLE CA 94526 SFD 7.350 6.750 $2,364.56 360 1-Apr-28
4768161 SOUTH SAN FRANCISCO CA 94080 PUD 7.200 6.750 $2,058.09 360 1-Apr-28
4768169 SAN MATEO CA 94403 SFD 7.450 6.750 $1,669.91 360 1-Apr-28
4768185 LA VERNE CA 91750 SFD 7.500 6.750 $1,922.84 360 1-Apr-28
4768246 PLEASANTON CA 94588 SFD 7.500 6.750 $1,884.38 360 1-Mar-28
4768274 CLARKSTON MI 48348 SFD 7.375 6.750 $2,072.03 360 1-Apr-28
4768283 OAKLAND CA 94610 SFD 7.625 6.750 $2,487.90 360 1-Mar-28
4768369 MISSION VIEJO CA 92692 SFD 7.625 6.750 $2,061.10 360 1-Sep-27
4768390 LAKEWOOD CA 90712 SFD 7.500 6.750 $2,195.53 360 1-May-28
4768405 PORTLAND OR 97229 SFD 7.125 6.750 $1,777.94 360 1-Apr-28
4768419 BOCA RATON FL 33434 SFD 7.625 6.750 $2,725.01 360 1-Jun-28
4768424 MOUNTAIN VIEW CA 94041 SFD 7.750 6.750 $2,189.36 360 1-Apr-28
4768451 SAN JOSE CA 95121 SFD 8.000 6.750 $1,584.93 360 1-Mar-28
4768469 WOODSIDE CA 94062 SFD 7.750 6.750 $2,521.77 360 1-Apr-28
4768480 SAN JOSE CA 95120 SFD 8.125 6.750 $2,791.79 360 1-Apr-28
4768490 DALLAS TX 75209 SFD 7.375 6.750 $2,707.45 360 1-Jun-28
4768513 GREENSBORO GA 30642 LCO 7.750 6.750 $673.43 360 1-Apr-28
4768523 IRVINE CA 92612 SFD 8.000 6.750 $1,833.68 360 1-May-28
4768555 SAN JOSE CA 95135 SFD 8.125 6.750 $2,827.43 360 1-Apr-28
4768579 SAN JOSE CA 95008 PUD 7.875 6.750 $2,894.48 360 1-Apr-28
4768596 TAVERNIER FL 33070 SFD 7.625 6.750 $2,371.11 360 1-May-28
4768687 SAUSALITO CA 94965 LCO 7.250 6.750 $2,210.26 360 1-May-28
4768730 LOS ANGELES CA 90045 SFD 7.500 6.750 $3,426.15 360 1-May-28
4768731 TORRANCE CA 90503 SFD 7.375 6.750 $1,994.33 360 1-May-28
4768734 LOS ANGELES CA 91316 SFD 7.625 6.750 $1,857.25 360 1-May-28
4768736 LOS ANGELES CA 90077 SFD 7.625 6.750 $2,080.92 360 1-May-28
4768744 ANTIOCH CA 94509 SFD 7.625 6.750 $1,744.71 360 1-May-28
4768761 LOS ANGELES CA 90045 SFD 7.625 6.750 $1,896.89 360 1-May-28
4768765 SANTA ANA AREA CA 92705 SFD 6.875 6.608 $3,120.41 360 1-May-28
4768772 SAN CLEMENTE CA 92673 SFD 7.125 6.750 $2,398.44 360 1-May-28
4768776 HOLLISTER CA 95023 SFD 7.625 6.750 $2,332.18 360 1-May-28
4768779 SAN JOSE CA 95125 SFD 7.625 6.750 $1,775.86 360 1-May-28
4768799 PARK CITY UT 84098 SFD 7.375 6.750 $2,313.77 360 1-Jun-28
4768944 DANVILLE CA 94526 SFD 7.750 6.750 $2,172.17 360 1-Feb-28
4769005 FALLS CHURCH VA 22042 SFD 7.625 6.750 $2,088.00 360 1-May-28
4769300 PACIFIC PALISADES CA 90272 SFD 7.250 6.750 $2,387.62 360 1-May-28
4769372 MIAMI FL 33156 SFD 7.375 6.750 $3,798.72 360 1-Jun-28
4769496 ATLANTA GA 30319 SFD 7.125 6.750 $1,869.57 360 1-Jun-28
4769659 HOUSTON TX 77024 SFD 7.250 6.750 $2,341.23 360 1-Jun-28
4769745 SOLVANG CA 93463 SFD 7.125 6.750 $1,751.67 360 1-May-28
4769762 SAINT LOUIS MO 63122 SFD 7.250 6.750 $1,848.70 360 1-Jun-28
4769867 EADS TN 38028 SFD 7.125 6.750 $3,688.61 360 1-Jun-28
4769885 THOUSAND OAKS CA 91320 SFD 7.750 6.750 $1,988.05 360 1-May-28
4769891 FREMONT CA 94539 SFD 7.375 6.750 $3,190.92 360 1-Jun-28
4769898 HUNTINGTON BEACH CA 92646 SFD 8.000 6.750 $1,893.12 360 1-Jun-28
4769981 PINECREST FL 33156 SFD 7.125 6.750 $1,751.67 360 1-May-28
4770023 SAINT PETERSBURG FL 33703 SFD 7.375 6.750 $2,020.23 360 1-May-28
4770130 APTOS CA 95003 SFD 7.375 6.750 $2,341.39 360 1-May-28
4770131 SANTA CRUZ CA 95060 SFD 7.250 6.750 $1,773.66 360 1-Jun-28
4770334 MOORESVILLE NC 28115 SFD 7.500 6.750 $2,286.44 360 1-Mar-28
4770364 SEVERNA PARK MD 21146 SFD 7.375 6.750 $2,370.40 360 1-Apr-28
4770464 HUNTINGTON NY 11743 SFD 8.250 6.750 $2,073.50 360 1-May-28
4770730 TULSA OK 74137 SFD 7.250 6.750 $2,619.56 360 1-Jun-28
4770768 ROCHESTER MN 55906 SFD 7.250 6.750 $993.90 240 1-Jun-18
4770845 SAN DIEGO CA 92130 SFD 7.500 6.750 $2,447.25 360 1-May-28
4770850 HUNTINGTON BEACH CA 92646 SFD 7.375 6.750 $2,016.77 360 1-May-28
4770956 MIDLOTHIAN VA 23113 SFD 7.250 6.750 $3,547.32 360 1-Apr-28
4771265 LOS ANGELES CA 90045 SFD 7.375 6.750 $2,288.90 360 1-May-28
4771268 LONG BEACH CA 90803 SFD 7.125 6.750 $2,420.34 360 1-May-28
4771274 SANTA ROSA CA 95403 SFD 7.250 6.750 $2,114.75 360 1-May-28
4771292 REDMOND WA 98052 SFD 7.375 6.750 $1,762.26 360 1-May-28
4771294 SAN JOSE CA 95125 SFD 7.625 6.750 $1,911.04 360 1-May-28
4771498 BEDFORD NH 03110 SFD 6.875 6.608 $1,574.66 360 1-Apr-28
4771508 LOS ANGELES CA 90068 SFD 7.625 6.750 $4,586.51 360 1-Jun-28
4771581 NEW YORK NY 10025 HCO 8.125 6.750 $707.23 360 1-Jun-28
4771741 CARLSBAD CA 92009 SFD 7.875 6.750 $1,848.93 360 1-May-28
4771843 SANTA MONICA CA 90403 LCO 7.500 6.750 $1,753.63 360 1-Jun-28
4772114 ALAMO CA 94507 SFD 7.375 6.750 $2,425.65 360 1-May-28
4772122 SUNNYVALE CA 94087 SFD 7.625 6.750 $1,913.87 360 1-May-28
4772142 SAN RAFAEL CA 94903 LCO 7.125 6.750 $1,832.51 360 1-May-28
4772147 MILL VALLEY CA 94941 SFD 7.500 6.750 $2,884.26 360 1-May-28
4772157 THOUSAND OAKS CA 91361 SFD 7.250 6.750 $3,138.01 360 1-May-28
4772175 WEST LINN OR 97068 SFD 7.750 6.750 $1,669.24 360 1-May-28
4772197 KIRKWOOD MO 63122 SFD 7.500 6.750 $2,461.24 360 1-Apr-28
4772228 LOOMIS CA 95650 SFD 7.500 6.750 $1,936.82 360 1-Apr-28
4772245 BELMONT CA 94002 SFD 7.375 6.750 $2,762.70 360 1-May-28
4772253 SAN CARLOS CA 94070 SFD 7.375 6.750 $2,831.77 360 1-May-28
4772261 SAN JOSE CA 95127 SFD 7.500 6.750 $2,047.65 360 1-May-28
4772336 WILMINGTON NC 28405 SFD 7.125 6.750 $2,324.33 360 1-Mar-28
4772435 SAN JOSE CA 95135 SFD 7.375 6.750 $2,685.35 360 1-Jun-28
4772447 SAN MATEO CA 94401 MF2 7.625 6.750 $2,482.24 360 1-May-28
4772458 OAK PARK IL 60302 SFD 7.375 6.750 $1,823.39 360 1-May-28
4772515 SAN DIEGO CA 92107 SFD 7.875 6.750 $2,592.85 360 1-May-28
4772672 WEST BLOOMFIELD MI 48324 SFD 7.750 6.750 $2,015.99 360 1-May-28
4772685 WESTON CT 06883 SFD 7.250 6.750 $2,046.53 360 1-May-28
4772713 SULTAN WA 98294 SFD 8.000 6.750 $803.47 360 1-Jan-28
4772721 BROOKLYN NY 11230 SFD 8.000 6.750 $1,834.41 360 1-Nov-27
4772742 SAN JOSE CA 95132 SFD 8.000 6.750 $1,513.39 360 1-Mar-28
4772788 VIRGINIA BEACH VA 23451 SFD 7.625 6.750 $1,769.49 360 1-May-28
4772806 UNION CITY CA 94587 SFD 7.250 6.750 $1,896.45 360 1-Apr-28
4772816 SAN DIEGO CA 92131 SFD 7.500 6.750 $1,677.42 360 1-Apr-28
4772843 BAINBRIDGE ISLAND WA 98110 SFD 7.875 6.750 $2,148.02 360 1-Aug-27
4773003 WALNUT CREEK CA 94595 SFD 7.625 6.750 $2,049.77 360 1-May-28
4773014 FOSTER CITY CA 94404 SFD 7.750 6.750 $2,213.71 360 1-May-28
4773040 HOUSTON TX 77006 THS 7.375 6.750 $1,733.60 360 1-Apr-28
4773050 FORESTVILLE CA 95436 SFD 7.500 6.750 $1,730.56 360 1-May-28
4773056 MISSION VIEJO CA 92692 SFD 7.500 6.750 $2,587.09 360 1-May-28
4773062 WORCESTER MA 01602 SFD 7.625 6.750 $1,727.02 360 1-Apr-28
4773063 OAKLAND CA 94618 SFD 7.250 6.750 $2,728.71 360 1-May-28
4773068 MENLO PARK CA 94025 SFD 7.500 6.750 $3,821.21 360 1-May-28
4773233 CHARLOTTESVILLE VA 22903 SFD 7.375 6.750 $2,127.28 360 1-Apr-28
4773266 WATER MILL NY 11978 SFD 7.500 6.750 $2,326.99 360 1-Jun-28
4773310 MOORPARK CA 93021 SFD 7.375 6.750 $4,420.33 360 1-Jun-28
4773358 CONCORD CA 94518 SFD 7.375 6.750 $1,954.61 360 1-May-28
4773376 GLEN ELLEN CA 95442 SFD 7.625 6.750 $4,069.81 360 1-Apr-28
4773380 BIRMINGHAM AL 35213 SFD 7.125 6.750 $2,317.59 360 1-May-28
4773396 COLUMBIA MD 21044 SFD 7.500 6.750 $1,901.87 360 1-Apr-28
4773398 SAN CARLOS CA 94070 SFD 7.625 6.750 $2,088.00 360 1-May-28
4773422 SAN JOSE CA 95135 SFD 7.125 6.750 $2,601.23 360 1-Jun-28
4773423 LUSBY MD 20657 SFD 7.250 6.750 $1,937.39 360 1-Jan-28
4774353 LAGUNA NIGUEL CA 92677 SFD 7.750 6.750 $1,980.88 360 1-May-28
4774355 AGOURA AREA CA 91301 SFD 7.375 6.750 $1,685.25 360 1-May-28
4774359 ORANGE CA 92665 SFD 7.750 6.750 $1,662.08 360 1-May-28
4774363 DANA POINT CA 92629 SFD 7.625 6.750 $2,236.63 360 1-May-28
4774366 HUNTINGTON BEACH CA 92647 SFD 7.375 6.750 $1,878.64 360 1-May-28
4774368 NEWPORT BEACH CA 92663 SFD 7.500 6.750 $2,254.97 360 1-May-28
4774370 ARCADIA CA 91007 SFD 7.000 6.733 $1,876.15 360 1-May-28
4774377 COSTA MESA CA 92626 SFD 7.125 6.750 $1,647.92 360 1-May-28
4774382 SEBASTOPOL CA 95472 SFD 7.250 6.750 $1,637.22 360 1-May-28
4774389 THOUSAND OAKS CA 91362 PUD 7.625 6.750 $2,194.16 360 1-May-28
4774399 SAN CLEMENTE CA 92672 SFD 7.250 6.750 $1,824.82 360 1-May-28
4774400 ANAHEIM CA 92807 SFD 7.625 6.750 $1,677.47 360 1-May-28
4774403 LOS ANGELES CA 91604 SFD 7.375 6.750 $1,839.96 360 1-May-28
4774407 ARCADIA CA 91006 SFD 7.375 6.750 $2,315.14 360 1-May-28
4774411 MISSION VIEJO CA 92691 PUD 7.625 6.750 $2,286.18 360 1-May-28
4774418 DANA POINT CA 92629 SFD 7.625 6.750 $1,698.71 360 1-May-28
4774422 SAN CLEMENTE CA 92672 SFD 7.375 6.750 $1,935.27 360 1-May-28
4774521 REDMOND WA 98052 SFD 7.750 6.750 $2,176.10 360 1-Jun-28
4774675 GRASS VALLEY CA 95949 SFD 7.500 6.750 $1,783.00 360 1-May-28
4774817 LA JOLLA CA 92037 SFD 7.125 6.750 $2,906.42 360 1-May-28
4774866 LA HABRA HEIGHTS CA 90631 SFD 7.625 6.750 $1,932.28 360 1-May-28
4774879 MISSION VIEJO CA 92692 PUD 7.375 6.750 $2,541.69 360 1-May-28
4774884 SAN PEDRO CA 90731 SFD 7.500 6.750 $2,342.37 360 1-May-28
4774890 LOS ANGELES CA 90056 SFD 7.625 6.750 $1,974.75 360 1-May-28
4774897 VENTURA CA 93001 SFD 7.625 6.750 $1,688.80 360 1-May-28
4774900 REDONDO BEACH CA 90278 LCO 7.625 6.750 $1,946.43 360 1-May-28
4774904 MISSION VIEJO CA 92691 SFD 7.750 6.750 $2,229.83 360 1-May-28
4774925 REDONDO BEACH CA 90277 SFD 7.375 6.750 $2,538.23 360 1-May-28
4774932 LOS ANGELES CA 90210 SFD 7.375 6.750 $1,899.36 360 1-May-28
4774938 CARLSBAD CA 92008 SFD 7.625 6.750 $1,758.87 360 1-May-28
4774940 DALY CITY CA 94015 SFD 6.875 6.608 $1,705.39 360 1-May-28
4774943 LOS ANGELES CA 91304 SFD 7.500 6.750 $1,817.96 360 1-May-28
4774947 SANTA CLARITA CA 93551 SFD 7.625 6.750 $2,141.08 360 1-May-28
4774951 SAN JOSE CA 95121 SFD 7.250 6.750 $2,527.47 360 1-May-28
4774957 FOOTHILL RANCH AREA CA 92610 SFD 7.250 6.750 $1,937.38 360 1-May-28
4774962 SAN JOSE CA 95134 SFD 7.625 6.750 $1,978.99 360 1-May-28
4774966 LAGUANA NIGUEL CA 92677 SFD 7.375 6.750 $1,686.63 360 1-May-28
4774972 MILL VALLEY CA 94941 SFD 7.750 6.750 $2,132.04 360 1-May-28
4774975 THOUSAND OAKS CA 91360 SFD 7.625 6.750 $2,031.37 360 1-May-28
4775001 REDONDO BEACH CA 90277 SFD 7.625 6.750 $2,388.81 360 1-May-28
4775014 LA MESA CA 91941 SFD 6.750 6.483 $2,905.72 360 1-May-28
4775028 LOS ANGELES CA 90008 SFD 7.000 6.733 $2,080.40 360 1-May-28
4775057 WESTLAKE VILLAGE CA 91361 SFD 7.625 6.750 $1,893.35 360 1-May-28
4775061 AGOURA HILLS CA 91301 SFD 7.625 6.750 $2,098.61 360 1-May-28
4775064 THOUSAND OAKS CA 91362 SFD 7.625 6.750 $2,742.70 360 1-May-28
4775065 MALIBU CA 90265 SFD 7.750 6.750 $1,970.14 360 1-May-28
4775068 LOS ANGELES CA 90077 SFD 7.625 6.750 $2,583.45 360 1-May-28
4775073 SAN CLEMENTE CA 92673 SFD 7.625 6.750 $2,356.95 360 1-May-28
4775076 BURBANK CA 91506 SFD 7.625 6.750 $1,691.63 360 1-May-28
4775077 CALIMESA CA 92320 SFD 7.625 6.750 $1,769.49 360 1-May-28
4775080 SAN FRANCISCO CA 94127 SFD 7.375 6.750 $2,277.85 360 1-May-28
4775083 HERMOSA BEACH CA 90254 MF2 7.125 6.750 $3,200.17 360 1-May-28
4775088 HERMOSA BEACH CA 90254 MF2 7.125 6.750 $2,418.65 360 1-May-28
4775091 YORBA LINDA CA 92886 SFD 7.750 6.750 $1,800.35 360 1-May-28
4775097 REDONDO BEACH CA 90278 SFD 7.625 6.750 $1,840.27 360 1-May-28
4775100 IRVINE CA 92612 LCO 7.625 6.750 $2,562.22 360 1-May-28
4775103 LAGUNA HILLS CA 92653 SFD 7.625 6.750 $1,727.02 360 1-May-28
4775108 CHINO HILLS CA 91709 SFD 7.375 6.750 $1,982.24 360 1-May-28
4775112 NEWPORT BEACH CA 92663 SFD 7.375 6.750 $3,556.98 360 1-May-28
4775115 TUSTIN CA 92782 SFD 7.625 6.750 $2,017.21 360 1-May-28
4775119 CHATSWORTH AREA LOS ANGEL CA 91311 SFD 7.250 6.750 $2,346.69 360 1-May-28
4775131 THOUSAND OAKS CA 91362 SFD 7.375 6.750 $2,299.95 360 1-May-28
4775134 WHITTIER CA 90605 SFD 7.125 6.750 $4,042.31 360 1-May-28
4775137 GLENDALE CA 91206 SFD 7.375 6.750 $2,403.55 360 1-May-28
4775141 LOS ALTOS CA 94024 SFD 7.625 6.750 $2,173.99 360 1-May-28
4775187 LAKE FOREST CA 92630 SFD 7.625 6.750 $1,642.08 360 1-May-28
4775197 NEWPORT BEACH CA 92625 LCO 7.625 6.750 $2,395.18 360 1-May-28
4775250 MERCED CA 95340 SFD 7.500 6.750 $1,766.92 360 1-May-28
4775568 BENTONVILLE AR 72712 SFD 7.500 6.750 $2,522.77 360 1-May-28
4775578 ROGERS AR 72758 SFD 7.125 6.750 $2,021.16 360 1-May-28
4775702 ORANGE CA 92867 SFD 7.250 6.750 $2,305.76 360 1-May-28
4775704 LIVERMORE CA 94550 SFD 7.500 6.750 $1,678.11 360 1-May-28
4775712 SAN JOSE CA 95133 SFD 7.375 6.750 $2,364.18 360 1-May-28
4775719 CUPERTINO CA 95014 SFD 7.750 6.750 $2,110.55 360 1-May-28
4775722 DANVILLE CA 94526 SFD 7.000 6.733 $3,187.46 360 1-May-28
4775725 GLENDALE CA 91202 SFD 7.625 6.750 $1,783.64 360 1-May-28
4775750 MENLO PARK CA 94025 SFD 7.250 6.750 $3,772.43 360 1-May-28
4775753 CAMPBELL CA 95008 SFD 7.750 6.750 $1,834.02 360 1-May-28
4775759 SAN CARLOS CA 94070 SFD 7.500 6.750 $2,382.92 360 1-May-28
4775772 MILPITAS CA 95035 SFD 7.375 6.750 $2,527.87 360 1-May-28
4775780 CASTAIC CA 91384 SFD 7.500 6.750 $2,747.91 360 1-May-28
4775787 ALAMO CA 94507 SFD 7.625 6.750 $3,553.12 360 1-May-28
4775791 SAN JOSE CA 95132 SFD 7.750 6.750 $2,015.27 360 1-May-28
4775792 RYE BROOK NY 10573 SFD 7.500 6.750 $1,968.99 360 1-May-28
4775798 NEWPORT BEACH CA 92663 SFD 7.750 6.750 $1,930.37 360 1-May-28
4775803 SAN CARLOS CA 94070 SFD 7.250 6.750 $2,251.18 360 1-May-28
4775825 SANTA ROSA CA 95404 SFD 7.375 6.750 $2,916.72 360 1-May-28
4775904 WOODLAND HILLS CA 91367 SFD 7.250 6.750 $2,080.64 360 1-May-28
4775910 MUKILTEO WA 98275 SFD 7.375 6.750 $2,002.96 360 1-May-28
4775934 THOUSAND OAKS CA 91360 SFD 7.625 6.750 $1,840.26 360 1-May-28
4775942 GLENDALE CA 91201 SFD 7.375 6.750 $1,733.59 360 1-May-28
4775955 ENCINITAS CA 92024 SFD 7.375 6.750 $4,365.07 360 1-May-28
4776079 TAMPA FL 33647 SFD 7.250 6.750 $3,888.41 360 1-Jun-28
4776198 NAPA CA 94558 SFD 7.375 6.750 $2,238.48 360 1-May-28
4776476 SANTA ROSA CA 95401 SFD 7.500 6.750 $2,359.85 360 1-May-28
4776488 OAKLAND CA 94610 SFD 7.250 6.750 $1,807.77 360 1-May-28
4776797 EL GRANADA CA 94018 SFD 7.625 6.750 $2,321.56 360 1-May-28
4776806 WALNUT CREEK CA 94598 SFD 7.750 6.750 $1,966.55 360 1-May-28
4776808 NEW YORK NY 10028 COP 7.500 6.750 $3,496.08 360 1-Jun-28
4776816 DANVILLE CA 94526 SFD 7.375 6.750 $3,280.71 360 1-May-28
4776822 FREMONT CA 94539 SFD 7.750 6.750 $4,441.76 360 1-May-28
4776827 FOSTER CITY CA 94404 SFD 7.625 6.750 $2,406.50 360 1-Apr-28
4776835 TUCSON AZ 85718 SFD 7.500 6.750 $2,234.34 360 1-Apr-28
4776842 SAN FRANCISCO CA 94131 SFD 7.500 6.750 $1,852.92 360 1-Apr-28
4776850 BURLINGAME CA 94010 SFD 7.750 6.750 $2,371.32 360 1-Apr-28
4776867 LOS ANGELES CA 90035 SFD 7.125 6.750 $1,697.77 360 1-Apr-28
4776887 PALO ALTO CA 94303 SFD 7.375 6.750 $3,094.22 360 1-May-28
4776898 UNION CITY CA 94587 SFD 7.125 6.750 $2,146.47 360 1-May-28
4776901 GREAT NECK NY 11021 SFD 7.750 6.750 $1,776.70 360 1-Jun-28
4776905 BELLEVUE WA 98006 SFD 7.500 6.750 $2,657.02 360 1-May-28
4776942 NORTH CALDWELL NJ 07006 SFD 7.250 6.750 $1,691.80 360 1-May-28
4776943 HUNTINGTON BEACH CA 92646 SFD 7.500 6.750 $1,622.18 360 1-May-28
4776960 SAN BRUNO CA 94066 SFD 7.500 6.750 $2,230.49 360 1-Apr-28
4777616 FLUSHING NY 11358 SFD 7.625 6.750 $1,903.97 360 1-May-28
4777643 NEW YORK NY 10023 HCO 7.750 6.750 $1,816.83 360 1-Jun-28
4777771 GLENDALE CA 91202 SFD 7.625 6.750 $2,668.38 360 1-May-28
4778067 ORLANDO FL 32836 SFD 7.375 6.750 $1,768.13 360 1-Jun-28
4778193 SILVER SPRING MD 20906 SFD 7.250 6.750 $2,230.72 360 1-Jun-28
4778565 DUBLIN CA 94568 SFD 7.750 6.750 $1,977.30 360 1-May-28
4778860 MIAMI FL 33155 SFD 7.875 6.750 $543.81 360 1-Jun-28
4778900 FREDERICKSBURG VA 22401 SFD 7.250 6.750 $2,974.29 360 1-Mar-28
4778915 SANTA MONICA CA 90402 SFD 7.625 6.750 $2,629.46 360 1-May-28
4778938 SANTA ANA AREA CA 92705 SFD 7.375 6.750 $1,936.65 360 1-Jun-28
4778952 YORBA LINDA CA 92886 SFD 7.500 6.750 $1,887.88 360 1-May-28
4778956 REDWOOD CITY CA 94065 SFD 7.375 6.750 $2,458.81 360 1-May-28
4778960 HUNTINGTON BEACH CA 92646 SFD 7.375 6.750 $2,306.86 360 1-Jun-28
4778968 IRVINE CA 92612 SFD 7.250 6.750 $1,807.77 360 1-Jun-28
4778974 LOS ANGELES CA 90064 SFD 6.750 6.483 $3,891.59 360 1-Jun-28
4778979 OXNARD CA 93035 SFD 7.375 6.750 $2,113.47 360 1-Jun-28
4778982 AGOURA AREA CA 91301 SFD 7.625 6.750 $1,826.11 360 1-May-28
4778985 JUPITER FL 33458 SFD 7.250 6.750 $1,937.38 360 1-May-28
4778986 TEMECULA CA 92592 SFD 7.375 6.750 $1,740.50 360 1-May-28
4778995 FOOTHILL RANCH AREA CA 92610 SFD 7.625 6.750 $2,586.99 360 1-Jun-28
4779003 LUSBY MD 20657 SFD 7.875 6.750 $1,736.18 360 1-Apr-28
4779389 DAVIE FL 33330 SFD 7.250 6.750 $1,637.23 360 1-Jun-28
4779859 SEATTLE WA 98119 SFD 7.500 6.750 $2,388.52 360 1-Jun-28
4780183 SANTA CLARITA CA 91350 SFD 7.625 6.750 $1,662.61 360 1-Jun-28
4780611 ENCINITAS CA 92024 SFD 7.625 6.750 $1,637.13 360 1-May-28
4780725 LOS ALTOS CA 94024 SFD 7.625 6.750 $5,308.45 360 1-May-28
4780736 CULVER CITY CA 90230 SFD 7.625 6.750 $1,804.88 360 1-May-28
4780983 LOS ANGELES CA 90034 SFD 7.250 6.750 $2,530.87 360 1-May-28
4781292 SANTA BARBARA CA 93105 SFD 7.375 6.750 $2,313.77 360 1-May-28
4781296 DIAMOND BAR CA 91765 SFD 7.125 6.750 $1,771.88 360 1-May-28
4781306 HENDERSON NV 89014 SFD 7.125 6.750 $4,042.31 360 1-Jun-28
4781438 BELMONT CA 94002 SFD 7.250 6.750 $2,036.30 360 1-May-28
4781447 LOS ANGELES CA 90045 SFD 7.625 6.750 $1,624.39 360 1-May-28
4781627 DALLAS TX 75287 SFD 7.750 6.750 $2,471.63 360 1-May-28
6322169 LIVERMORE CO 80536 SFD 7.125 6.750 $2,081.79 360 1-May-28
6406688 GOLDEN CO 80403 SFD 7.750 6.750 $2,005.95 360 1-Apr-28
6450052 GRAND JUNCTION CO 81505 SFD 7.500 6.750 $1,517.30 360 1-Apr-28
6456405 CHARLOTTE NC 28216 PUD 7.250 6.750 $2,604.28 360 1-Apr-28
6457422 SAN DIEGO CA 92131 SFD 7.500 6.750 $3,125.84 360 1-May-28
6457480 SAN JOSE CA 95121 SFD 7.250 6.750 $2,325.88 360 1-May-28
6461253 SAN DIEGO CA 92128 SFD 7.000 6.733 $1,960.65 360 1-Mar-28
6477928 NAGS HEAD NC 27959 SFD 7.625 6.750 $2,165.85 360 1-May-28
6487369 WASHINGTON TWP NJ 07853 SFD 7.000 6.733 $1,829.58 360 1-May-28
6493820 GRANITE BAY CA 95746 PUD 7.250 6.750 $1,836.08 360 1-May-28
6494907 TAYLORS SC 29687 SFD 7.375 6.750 $1,989.14 360 1-May-28
6504480 AMES IA 50014 SFD 7.625 6.750 $1,876.01 360 1-Apr-28
6504749 NAGS HEAD NC 27959 SFD 7.750 6.750 $1,791.03 360 1-May-28
6507028 GILBERT AZ 85296 SFD 7.500 6.750 $1,991.36 360 1-May-28
6509563 TUSTIN CA 92782 SFD 7.750 6.750 $3,205.59 360 1-Nov-27
6516902 SCOTTSDALE AZ 85254 PUD 7.375 6.750 $1,755.75 360 1-Feb-28
6518602 MCKINNEY TX 75075 SFD 7.250 6.750 $2,309.30 360 1-May-28
6518847 LAKELAND SHORES MN 55043 SFD 7.500 6.750 $3,286.31 360 1-May-28
6520140 COROLLA NC 27927 SFD 8.000 6.750 $2,392.81 360 1-Jun-28
6524948 SAN RAMON CA 94583 SFD 7.625 6.750 $1,906.09 360 1-Apr-28
6526943 MOUNT KISCO NY 10549 SFD 7.750 6.750 $2,686.55 360 1-May-28
6529422 GRAYSLAKE IL 60030 SFD 7.625 6.750 $1,840.26 360 1-Apr-28
6534962 INVER GROVE HGTS MN 55115 SFD 7.500 6.750 $1,963.39 360 1-Apr-28
6539508 COLORADO SPRINGS CO 80906 SFD 7.750 6.750 $3,761.16 360 1-May-28
6540167 NEWPORT COAST CA 92657 LCO 7.500 6.750 $2,971.66 360 1-Jan-28
6540393 ALAMEDA CA 94502 SFD 7.250 6.750 $2,600.46 360 1-May-28
6541846 SAN JOSE CA 95121 SFD 7.250 6.750 $2,607.28 360 1-May-28
6547104 BUENA PARK CA 90620 SFD 7.375 6.750 $1,895.56 360 1-Apr-28
6547215 BRAIRCLIFF MANOR NY 10510 SFD 7.375 6.750 $3,315.24 360 1-Jun-28
6555827 MARTINEZ CA 94553 SFD 8.250 6.750 $1,927.00 360 1-Jan-28
6556805 SOUTHLAKE TX 76092 SFD 7.125 6.750 $2,189.59 360 1-Feb-28
6557449 SAN DIEGO CA 92130 LCO 8.250 6.750 $1,911.97 360 1-Apr-28
6558000 NIWOT CO 80503 SFD 7.500 6.750 $2,985.16 360 1-Apr-28
6558526 ALPHARETTA GA 30022 PUD 7.375 6.750 $1,889.69 360 1-Apr-28
6562982 GRANT CITY MN 55110 SFD 7.250 6.750 $2,387.62 360 1-May-28
6567193 SAN JOSE CA 95135 SFD 7.375 6.750 $1,989.14 360 1-May-28
6568347 DISCOVERY BAY CA 94514 SFD 7.875 6.750 $2,120.83 360 1-Dec-27
6568464 SNOWMASS VILLAGE CO 81615 PUD 7.625 6.750 $4,644.90 360 1-Dec-27
6573791 CARLSBAD CA 92009 SFD 7.500 6.750 $2,161.62 360 1-Mar-28
6577370 PHOENIX AZ 85045 SFD 7.500 6.750 $2,008.96 360 1-Mar-28
6578317 SAN DIEGO CA 92130 SFD 7.250 6.750 $1,811.18 360 1-May-28
6583765 CHANDLER AZ 85225 SFD 7.500 6.750 $1,664.83 360 1-May-28
6584162 WALNUT CREEK CA 94595 SFD 7.750 6.750 $1,998.79 360 1-Feb-28
6589875 SUGAR LAND TX 77479 SFD 7.125 6.750 $1,754.36 360 1-May-28
6594515 DANVILLE CA 94526 SFD 8.000 6.750 $2,046.84 360 1-Jan-28
6595513 HONOLULU HI 96816 SFD 7.500 6.750 $2,741.66 300 1-May-23
6597122 LIVERMORE CA 94550 SFD 8.125 6.750 $1,907.48 360 1-Jan-28
6598553 SAN DIEGO CA 92128 SFD 7.250 6.750 $2,226.96 360 1-May-28
6598580 VIRGINIA BEACH VA 23452 SFD 7.375 6.750 $4,365.07 360 1-Mar-28
6601847 MAPLE VALLEY WA 98038 SFD 7.125 6.750 $1,744.93 360 1-May-28
6603627 LIVERMORE CA 94550 SFD 8.000 6.750 $2,027.39 360 1-Feb-28
6603825 GILROY CA 95020 SFD 8.250 6.750 $1,825.52 360 1-Jan-28
6604535 CARLSBAD CA 92009 SFD 7.375 6.750 $2,220.87 360 1-May-28
6605580 PETALUMA CA 94952 SFD 8.250 6.750 $1,885.68 360 1-Jan-28
6609297 CHINO HILLS CA 91709 SFD 7.375 6.750 $1,755.01 360 1-Apr-28
6610619 WALNUT CA 91789 SFD 7.375 6.750 $2,072.03 360 1-Mar-28
6611384 WILMINGTON NC 28409 SFD 7.250 6.750 $3,206.23 360 1-Apr-28
6614972 COLUMBIA CT 06237 SFD 7.625 6.750 $2,006.02 240 1-Jun-18
6620027 TORRANCE CA 90505 SFD 7.875 6.750 $1,141.98 360 1-Apr-28
6620122 CHINO HILLS CA 91709 SFD 7.750 6.750 $1,829.56 360 1-May-28
6623439 SAN FRANCISCO CA 94127 SFD 7.375 6.750 $3,287.61 360 1-May-28
6624038 LOS ALTOS CA 94024 SFD 7.250 6.750 $3,700.81 360 1-May-28
6624751 BRIARCLIFFE ACRES SC 29572 SFD 7.625 6.750 $2,010.13 360 1-Apr-28
6625844 SAN JOSE CA 95135 SFD 7.625 6.750 $2,264.66 360 1-Jun-28
6627064 ATLANTA GA 30327 SFD 7.500 6.750 $3,076.54 360 1-Mar-28
6627464 BRECKENRIDGE CO 80424 PUD 7.500 6.750 $1,845.87 360 1-May-28
6631696 PACIFICA CA 94044 SFD 7.000 6.733 $2,031.75 360 1-Apr-28
6633849 GRANITE BAY CA 95746 PUD 7.125 6.750 $2,520.38 360 1-May-28
6634338 REDWOOD CITY CA 94065 PUD 7.250 6.750 $2,387.62 360 1-May-28
6636088 CLAYTON CA 94517 SFD 8.000 6.750 $1,770.21 360 1-Feb-28
6636363 PRINCETON NJ 08640 SFD 7.500 6.750 $2,055.69 360 1-Mar-28
6637139 MORRIS TOWNSHIP NJ 07960 SFD 7.500 6.750 $2,726.94 360 1-May-28
6640030 ORONO MN 55356 SFD 7.500 6.750 $2,936.70 360 1-May-28
6641182 LITTLE SILVER NJ 07739 SFD 7.875 6.750 $806.28 360 1-Feb-28
6643055 SAN FRANCISCO CA 94133 SFD 7.250 6.750 $2,387.62 360 1-Jun-28
6647387 FLOWER MOUND TX 75028 SFD 7.250 6.750 $1,676.79 360 1-Feb-28
6647406 LEESBURG VA 20175 SFD 7.625 6.750 $2,363.41 360 1-Apr-28
6650242 PHOENIX AZ 85045 PUD 7.500 6.750 $1,756.61 360 1-Feb-28
6652007 PRESCOTT VALLEY AZ 86314 SFD 7.750 6.750 $1,074.62 360 1-May-28
6653848 CHINO HILLS CA 91709 SFD 7.500 6.750 $1,700.66 360 1-May-28
6653913 TACOMA WA 98403 HCO 7.625 6.750 $1,635.00 360 1-Mar-28
6654312 CHANTILLY VA 20151 SFD 7.500 6.750 $2,349.36 360 1-Feb-28
6655757 DES MOINES IA 50321 SFD 7.500 6.750 $3,992.51 360 1-Feb-28
6656407 LOS ANGELES CA 91367 SFD 7.875 6.750 $2,541.37 360 1-Feb-28
6657198 ORANGE CA 92867 SFD 7.375 6.750 $2,001.58 360 1-May-28
6657331 GRANITE BAY CA 95746 PUD 7.375 6.750 $4,845.78 360 1-Mar-28
6657474 CLIVE IA 50325 SFD 7.625 6.750 $1,688.09 360 1-Feb-28
6658413 ENCINITAS CA 92047 SFD 7.750 6.750 $4,235.43 360 1-May-28
6659198 SCOTTSDALE AZ 85255 SFD 7.625 6.750 $2,151.69 360 1-Mar-28
6660742 WARREN NJ 07059 SFD 7.375 6.750 $3,667.48 360 1-Apr-28
6663009 BARRINGTON HILLS IL 60010 SFD 7.375 6.750 $6,906.75 360 1-Jun-28
6668655 ISSAQUAH WA 98029 SFD 7.250 6.750 $2,237.54 360 1-May-28
6671504 EAST HAMPTON NY 11937 SFD 7.375 6.750 $1,930.44 360 1-Apr-28
6671526 BUFFALO GROVE IL 60089 SFD 7.375 6.750 $2,072.03 360 1-Mar-28
6672366 NORTHVILLE MI 48167 SFD 7.625 6.750 $1,988.90 360 1-Mar-28
6672436 LOS GATOS CA 95032 SFD 6.750 6.483 $2,777.62 360 1-May-28
6672888 HARLEYSVILLE PA 19438 PUD 7.750 6.750 $179.10 360 1-May-28
6674820 MCLEAN VA 22102 SFD 7.250 6.750 $4,360.47 360 1-Mar-28
6676020 SAN DIEGO CA 92131 SFD 7.250 6.750 $2,319.40 360 1-May-28
6678241 SAN JOSE CA 95138 SFD 7.125 6.750 $2,620.76 360 1-May-28
6680077 SOUTH NATICK MA 01760 SFD 7.500 6.750 $3,188.42 360 1-May-28
6680095 DANVILLE CA 94506 SFD 8.000 6.750 $2,136.54 360 1-Apr-28
6681029 CORONDO CA 92118 SFD 7.375 6.750 $3,688.21 360 1-Jun-28
6683842 SAN JOSE CA 95138 SFD 7.125 6.750 $2,060.57 360 1-May-28
6683892 ALAMEDA CA 94502 SFD 7.250 6.750 $2,635.93 360 1-Apr-28
6684527 PORTLAND OR 97229 SFD 7.125 6.750 $2,176.11 360 1-May-28
6686010 MILPITAS CA 95035 SFD 7.375 6.750 $1,842.03 360 1-May-28
6687679 ARLINGTON VA 22207 SFD 7.250 6.750 $1,773.66 360 1-Mar-28
6687805 GREENLAND NH 03840 SFD 8.125 6.750 $2,283.18 360 1-Apr-28
6689595 RUMSON NJ 07760 SFD 7.375 6.750 $3,590.85 240 1-Mar-18
6689941 ALBUQUERQUE NM 87107 SFD 7.375 6.750 $2,002.96 360 1-May-28
6690015 SANTA ROSA CA 95404 SFD 7.500 6.750 $1,734.05 360 1-Apr-28
6690332 HUNTINGTON NY 11743 SFD 7.250 6.750 $2,121.57 360 1-Apr-28
6691510 SAN DIEGO CA 92117 SFD 7.375 6.750 $1,685.25 360 1-Apr-28
6691623 REDWOOD CITY CA 94065 SFD 7.375 6.750 $3,004.44 360 1-May-28
6695150 STAMFORD CT 06903 SFD 7.500 6.750 $2,358.03 360 1-May-28
6695433 SCOTTSDALE AZ 85262 PUD 7.250 6.750 $3,751.97 360 1-Apr-28
6695889 HINSDALE IL 60521 SFD 7.000 6.733 $1,995.91 360 1-Feb-28
6698703 TIMONIUM MD 21093 SFD 7.250 6.750 $2,745.76 360 1-May-28
6699226 EDINA MN 55439 SFD 7.375 6.750 $1,989.14 360 1-Mar-28
6700627 SOUTH ORANGE NJ 07079 SFD 7.875 6.750 $2,088.20 360 1-May-28
6701652 FRANKLIN MA 02038 SFD 7.500 6.750 $1,772.51 360 1-Mar-28
6702243 BEL AIR MD 21015 SFD 7.250 6.750 $1,975.58 360 1-Mar-28
6704004 LITTLETON CO 80122 SFD 7.500 6.750 $2,024.23 360 1-Apr-28
6705397 CORONADO CA 92118 SFD 7.000 6.733 $2,255.38 360 1-May-28
6706098 CORONADO CA 92118 SFD 7.625 6.750 $2,831.17 360 1-May-28
6706202 TOPSFIELD MA 01983 SFD 7.500 6.750 $2,051.50 360 1-Apr-28
6706939 GREENSBORO NC 27455 PUD 7.375 6.750 $2,141.09 360 1-May-28
6707288 NYACK NY 10960 MF2 8.000 6.750 $1,031.86 360 1-May-28
6708396 CHARLOTTE NC 28269 SFD 7.500 6.750 $2,705.96 360 1-Apr-28
6708516 NEWTON MA 02159 SFD 7.750 6.750 $2,722.37 360 1-Apr-28
6710102 FORT SMITH AR 72916 SFD 7.375 6.750 $1,813.02 360 1-Apr-28
6711331 STONE MOUNTAIN GA 30087 SFD 7.250 6.750 $2,258.10 240 1-Apr-18
6712543 SUWANEE GA 30024 SFD 7.375 6.750 $2,588.65 360 1-Apr-28
6713451 SANTA ANA CA 92705 SFD 7.375 6.750 $3,225.45 360 1-Apr-28
6713658 SAUSALITO CA 94965 MF2 7.625 6.750 $2,972.73 360 1-Mar-28
6713858 ST GEORGE ISLAND FL 32328 SFD 7.625 6.750 $5,839.30 360 1-May-28
6713950 LA JOLLA CA 92037 SFD 7.500 6.750 $3,810.72 360 1-May-28
6714108 NEW YORK NY 10031 MF2 7.750 6.750 $2,414.31 360 1-May-28
6715067 SOUTHLAKE TX 76092 SFD 7.250 6.750 $3,738.33 360 1-May-28
6715961 SAN DIEGO CA 92107 SFD 7.250 6.750 $2,295.52 360 1-May-28
6716165 WINCHESTER MA 01890 SFD 7.375 6.750 $2,025.06 360 1-May-28
6716769 CLAREMONT CA 91711 SFD 7.375 6.750 $2,020.22 360 1-May-28
6717723 NEWCASTLE WA 98056 PUD 7.375 6.750 $1,933.89 360 1-Apr-28
6717748 BETTENDORF IA 52722 SFD 7.500 6.750 $2,284.68 360 1-Mar-28
6717943 OTTUMWA IA 52501 SFD 7.625 6.750 $3,128.45 360 1-Apr-28
6718404 FOSTER CITY CA 94404 SFD 7.125 6.750 $3,233.85 360 1-May-28
6718640 PRIOR LAKE MN 55372 SFD 7.625 6.750 $2,608.22 360 1-Apr-28
6719291 WEST DES MOINES IA 50265 SFD 7.375 6.750 $1,840.65 360 1-Apr-28
6720264 TEMPLETON CA 93465 SFD 7.750 6.750 $1,656.35 360 1-May-28
6720649 CARLSBAD CA 92009 SFD 7.500 6.750 $2,321.39 360 1-Apr-28
6720915 ANN ARBOR MI 48105 SFD 7.250 6.750 $4,093.06 360 1-May-28
6721685 OLYMPIA WA 98501 SFD 7.125 6.750 $1,199.22 360 1-Apr-28
6721857 BOXBORO MA 01719 SFD 7.625 6.750 $2,208.32 360 1-Apr-28
6723778 MIDDLETOWN TWP NJ 07760 SFD 7.500 6.750 $4,544.89 360 1-Jun-28
6724321 CLAYTON CA 94517 PUD 8.000 6.750 $1,774.06 360 1-Mar-28
6724473 MOLALLA OR 97038 SFD 7.625 6.750 $2,050.83 360 1-May-28
6724632 ASPEN CO 81611 SFD 7.250 6.750 $4,062.36 360 1-Apr-28
6725219 ORCHARD PARK NY 14127 SFD 7.500 6.750 $2,677.99 360 1-May-28
6725538 CONCORD MA 01742 SFD 7.625 6.750 $1,886.27 360 1-Apr-28
6727681 LITCHFIELD AZ 85340 SFD 7.250 6.750 $1,662.80 360 1-May-28
6728805 PHOENIX AZ 85018 SFD 7.625 6.750 $3,185.07 360 1-Mar-28
6730204 BOCA RATON FL 33431 SFD 7.500 6.750 $2,013.74 360 1-May-28
6730419 OAK RIDGE NJ 07438 SFD 7.625 6.750 $495.46 360 1-May-28
6731011 FAIRFAX STATION VA 22039 SFD 6.875 6.608 $2,276.26 360 1-Apr-28
6731416 OAKBROOK IL 60521 SFD 7.375 6.750 $2,244.69 360 1-May-28
6731654 BOULDER CO 80301 SFD 7.500 6.750 $2,237.49 360 1-May-28
6731961 WALNUT CREEK CA 94598 SFD 7.250 6.750 $2,073.82 360 1-May-28
6733316 SAN JOSE CA 95123 SFD 7.625 6.750 $1,639.25 360 1-Apr-28
6733365 SAN JOSE CA 95148 SFD 7.875 6.750 $1,725.67 360 1-May-28
6734080 DAVIDSONVILLE MD 21035 SFD 7.000 6.733 $2,085.72 360 1-Mar-28
6734097 FALLS CHURCH VA 22046 SFD 7.125 6.750 $1,663.44 360 1-Apr-28
6734111 NEEDHAM MA 02158 SFD 7.625 6.750 $1,911.04 360 1-Apr-28
6735014 HOPEWELL TOWNSHIP NJ 08540 SFD 7.625 6.750 $1,833.19 360 1-Apr-28
6735532 MANSFIELD TWP NJ 07865 SFD 8.000 6.750 $741.10 360 1-May-28
6735944 PHOENIX AZ 85020 SFD 7.500 6.750 $1,984.30 360 1-Apr-28
6736389 AMARILLO TX 79106 SFD 7.500 6.750 $2,321.39 360 1-Apr-28
6736988 MARBLEHEAD MA 01945 SFD 7.500 6.750 $2,029.47 360 1-May-28
6738952 BAY POINT CA 94565 SFD 7.500 6.750 $757.77 360 1-Apr-28
6739170 BENICIA CA 94510 SFD 7.875 6.750 $1,957.77 360 1-Apr-28
6739364 GLENN DALE MD 20769 SFD 7.500 6.750 $1,859.30 300 1-Apr-23
6739777 SAN JOSE CA 95120 SFD 7.875 6.750 $2,392.73 360 1-Apr-28
6741613 CORONADO CA 92118 SFD 7.500 6.750 $3,321.27 360 1-May-28
6743285 REDDING CT 06896 SFD 7.875 6.750 $1,820.65 360 1-Apr-28
6745014 SHELTER COVE CA 95589 SFD 7.500 6.750 $1,377.45 360 1-May-28
6745490 OCEANSIDE CA 92056 SFD 7.500 6.750 $1,679.86 360 1-Apr-28
6746388 CARMEL IN 46033 SFD 7.375 6.750 $1,995.36 360 1-May-28
6747241 WESTPORT CT 06880 SFD 7.500 6.750 $3,538.03 360 1-May-28
6748522 RIDGEWOOD NJ 07450 SFD 7.750 6.750 $1,905.66 360 1-Apr-28
6748670 PARK RAPIDS MN 56470 SFD 7.250 6.750 $2,728.71 360 1-Apr-28
6748692 NAPERVILLE IL 60564 PUD 6.875 6.608 $2,956.18 360 1-Apr-28
6749421 NEW BALTIMORE MI 48047 SFD 7.500 6.750 $1,803.98 360 1-Apr-28
6750623 CHARLESTOWN MA 02129 LCO 7.625 6.750 $1,911.04 360 1-Mar-28
6751295 LOS ANGELES CA 90049 LCO 7.500 6.750 $4,502.94 360 1-May-28
6754839 EDEN PRAIRIE MN 55436 SFD 7.500 6.750 $2,342.37 360 1-May-28
6756713 PRINCETON TOWNSHI NJ 08540 SFD 7.500 6.750 $1,992.76 360 1-May-28
6756798 MEDIA PA 19603 SFD 7.750 6.750 $1,891.33 360 1-May-28
6756915 TIGARD OR 97223 SFD 7.625 6.750 $1,907.86 360 1-Apr-28
6757146 KELLER TX 76248 SFD 7.250 6.750 $2,038.34 360 1-Mar-28
6757152 UPLAND CA 91784 SFD 7.500 6.750 $1,856.41 360 1-May-28
6757312 EAST GREENWICH RI 02818 SFD 7.250 6.750 $1,713.63 360 1-Apr-28
6757864 NORTHBROOK IL 60062 SFD 7.000 6.733 $2,002.56 360 1-Apr-28
6758280 SAN FRANCISCO CA 94127 SFD 7.250 6.750 $1,858.93 360 1-Apr-28
6759061 RANDOLPH NJ 07869 SFD 6.875 6.608 $1,891.95 360 1-May-28
6760107 EXETER CA 93221 SFD 7.375 6.750 $2,112.78 360 1-May-28
6760577 MATAWAN NJ 07747 SFD 7.625 6.750 $2,038.45 360 1-May-28
6760673 PLEASANTON CA 94588 PUD 7.625 6.750 $2,180.00 360 1-May-28
6760937 LAS VEGAS NV 89117 SFD 7.250 6.750 $1,601.07 360 1-Apr-28
6761812 DENVER CO 80235 PUD 7.500 6.750 $2,025.62 360 1-Apr-28
6762245 GRAFTON MA 01519 SFD 8.000 6.750 $2,258.53 360 1-May-28
6762414 CAMARILLO CA 93012 SFD 7.000 6.733 $1,839.35 360 1-May-28
6764966 GOLDEN CO 80401 SFD 7.375 6.750 $2,082.39 360 1-May-28
6765405 SAN JOSE CA 95123 SFD 7.500 6.750 $1,967.59 360 1-May-28
6766040 HOUSTON TX 77024 SFD 7.250 6.750 $2,011.06 360 1-May-28
6766324 SAN JOSE CA 95135 SFD 7.375 6.750 $3,032.06 360 1-May-28
6766532 GENEVA IL 60134 SFD 7.625 6.750 $1,757.79 360 1-May-28
6767423 GRAND JUNCTION CO 81503 SFD 7.875 6.750 $1,808.69 360 1-Apr-28
6767538 KAPAA HI 96746 SFD 7.500 6.750 $1,153.70 360 1-May-28
6768009 GARDNERVILLE NV 89410 SFD 7.250 6.750 $511.63 360 1-May-28
6768065 MEDINA MN 55391 SFD 7.250 6.750 $1,875.98 360 1-May-28
6768607 MIDDLETOWN NJ 07748 LCO 7.125 6.750 $720.04 360 1-May-28
6768739 MILL VALLEY CA 94941 SFD 7.250 6.750 $2,220.48 360 1-May-28
6769226 AVALON NJ 08202 SFD 7.625 6.750 $2,191.33 360 1-Apr-28
6769262 HOLLISTER CA 95023 SFD 7.375 6.750 $1,994.32 360 1-May-28
6769282 SIOUX FALLS SD 57108 SFD 7.375 6.750 $1,961.52 360 1-May-28
6769507 BOSTON MA 02118 LCO 7.500 6.750 $2,302.16 360 1-May-28
6770250 MONTVILLE TWP NJ 07045 SFD 7.500 6.750 $2,013.74 360 1-May-28
6771753 ALPHARETTA GA 30004 SFD 7.625 6.750 $2,354.40 360 1-Apr-28
6774795 STOCKTON CA 95207 SFD 7.500 6.750 $1,835.44 360 1-Apr-28
6777062 DUNWOODY GA 30350 SFD 7.625 6.750 $2,197.70 360 1-May-28
6777622 BRECKENRIDGE CO 80424 SFD 7.500 6.750 $5,443.38 360 1-May-28
6778126 NEWPORT BEACH CA 92660 SFD 7.500 6.750 $4,139.35 360 1-May-28
6778262 BETHESDA MD 20852 SFD 7.500 6.750 $718.44 360 1-Apr-28
6778270 PARKER CO 80138 SFD 7.250 6.750 $1,626.99 360 1-May-28
6779033 DARNESTOWN MD 20878 SFD 7.625 6.750 $2,066.76 360 1-Apr-28
6779212 REDMOND WA 98053 SFD 7.000 6.733 $1,756.40 360 1-Apr-28
6779397 EDINA MN 55439 SFD 7.500 6.750 $2,276.64 360 1-May-28
6779769 COLORADO SPRINGS CO 80906 SFD 7.375 6.750 $3,103.20 360 1-May-28
6780797 BENICIA CA 94510 SFD 7.875 6.750 $1,740.17 360 1-May-28
6781129 CLEAR LAKE MN 55319 SFD 8.000 6.750 $482.82 360 1-May-28
6781834 VOORHEES TWP NJ 08043 SFD 6.875 6.608 $1,755.97 360 1-May-28
6782442 BETHESDA MD 20816 SFD 7.500 6.750 $2,159.17 360 1-Apr-28
6784221 SAN JOSE CA 95133 SFD 7.375 6.750 $1,827.80 360 1-May-28
6784742 KIRKLAND WA 98033 SFD 7.375 6.750 $1,928.36 360 1-May-28
6785154 STILLWATER MN 55082 SFD 7.500 6.750 $2,031.92 360 1-May-28
6785156 AVALON NJ 08202 SFD 7.750 6.750 $3,352.81 360 1-May-28
6786055 DEERFIELD IL 60015 SFD 7.250 6.750 $2,046.53 360 1-May-28
6786671 PLEASANT HILL CA 94523 SFD 7.500 6.750 $1,862.71 360 1-Apr-28
6786900 NOVI MI 48374 SFD 7.625 6.750 $2,137.54 360 1-Apr-28
6787044 WEST LINN OR 97068 SFD 7.250 6.750 $2,073.54 360 1-Apr-28
6788062 MINNETONKA MN 55305 SFD 7.375 6.750 $2,072.03 360 1-Jun-28
6788470 ISSAQUAH WA 98029 SFD 7.500 6.750 $2,511.58 360 1-Jun-28
6788555 ALEXANDRIA VA 22305 SFD 7.500 6.750 $2,366.14 360 1-May-28
6788797 SAN DIEGO CA 92107 SFD 7.250 6.750 $2,046.53 360 1-May-28
6788892 FOUNTAIN HILLS AZ 85268 SFD 7.500 6.750 $2,013.74 360 1-Apr-28
6788975 PLEASANTON CA 94588 SFD 7.500 6.750 $3,635.92 360 1-May-28
6789040 SAN JOSE CA 95132 SFD 7.375 6.750 $1,864.82 360 1-May-28
6789149 WAYLAND MA 01778 LCO 7.625 6.750 $2,152.40 360 1-May-28
6789377 MONTARA CA 94037 SFD 7.375 6.750 $2,431.18 360 1-Apr-28
6789627 LOS ANGELES CA 90025 SFD 7.625 6.750 $3,114.29 360 1-May-28
6789906 PACIFICA CA 94044 SFD 8.000 6.750 $2,489.66 360 1-Apr-28
6790054 UNIVERSITY PLACE WA 98467 SFD 7.375 6.750 $1,585.10 360 1-May-28
6790393 SAN CARLOS CA 94070 SFD 7.250 6.750 $2,663.22 360 1-May-28
6790952 KAILUA HI 96734 SFD 7.250 6.750 $2,568.39 360 1-May-28
6791401 WEST DES MOINES IA 50265 SFD 7.375 6.750 $1,712.87 360 1-Apr-28
6791641 CHASKA MN 55318 SFD 7.500 6.750 $3,146.47 360 1-May-28
6792251 BENICIA CA 94510 SFD 7.250 6.750 $1,961.13 360 1-May-28
6792365 CHICAGO IL 60614 SFD 7.625 6.750 $2,505.59 360 1-May-28
6792431 GREAT NECK NY 11021 SFD 7.750 6.750 $3,152.21 360 1-Jun-28
6792963 SEDALIA CO 80135 SFD 7.625 6.750 $1,925.20 360 1-May-28
6793005 NEW PALTZ NY 12561 SFD 7.500 6.750 $1,748.04 360 1-Apr-28
6793029 POTOMAC MD 20854 SFD 7.125 6.750 $4,144.72 360 1-May-28
6793398 GOLDEN CO 80403 SFD 7.500 6.750 $1,748.04 360 1-May-28
6793415 CLIFTON NJ 07013 SFD 7.750 6.750 $1,683.57 360 1-Apr-28
6793645 SANTA CRUZ CA 95060 SFD 7.750 6.750 $1,370.14 360 1-Apr-28
6794298 SILVER SPRING MD 20903 SFD 7.375 6.750 $1,784.70 360 1-Apr-28
6794351 NEWPORT OR 97365 LCO 7.750 6.750 $1,984.46 360 1-May-28
6794356 POTOMAC MD 20854 SFD 7.375 6.750 $3,923.03 360 1-May-28
6794507 SOUTHLAKE TX 76092 SFD 7.375 6.750 $1,767.44 360 1-May-28
6795202 WESTPORT CT 06880 SFD 7.750 6.750 $2,077.60 360 1-May-28
6795241 HUNTINGTON BEACH CA 92646 SFD 7.375 6.750 $1,795.76 360 1-May-28
6795932 PRINCEVILLE HI 96722 PUD 8.000 6.750 $2,905.71 360 1-May-28
6796111 SANTA ANA CA 92705 SFD 7.500 6.750 $1,813.06 360 1-May-28
6796308 AURORA CO 80014 SFD 7.500 6.750 $2,447.25 360 1-May-28
6796850 ROCHESTER MN 55902 SFD 7.500 6.750 $2,629.05 360 1-May-28
6796974 OCEANSIDE CA 92054 LCO 7.375 6.750 $3,425.75 360 1-Apr-28
6798545 ENCINO CA 91436 SFD 7.500 6.750 $3,216.39 360 1-May-28
6798574 DEL MAR CA 92014 PUD 7.000 6.733 $1,639.97 360 1-May-28
6799918 MORGAN HILL CA 95037 PUD 7.375 6.750 $1,620.67 360 1-Apr-28
6800856 SIOUX FALLS SD 57105 SFD 7.500 6.750 $3,062.56 360 1-May-28
6801341 YUCAIPA AREA CA 92399 SFD 7.375 6.750 $2,099.65 360 1-May-28
6801410 CASTRO VALLEY CA 94546 SFD 7.500 6.750 $1,680.56 360 1-May-28
6801497 PACIFICA CA 94044 SFD 7.500 6.750 $2,385.17 360 1-Apr-28
6801548 NEWPORT BEACH CA 92660 PUD 7.500 6.750 $4,950.44 360 1-May-28
6801656 BOULDER CO 80304 SFD 7.750 6.750 $4,337.88 360 1-May-28
6801903 AMHERST NY 14226 SFD 7.500 6.750 $4,930.23 240 1-May-18
6802674 WASHINGTON DC 20015 SFD 7.625 6.750 $1,849.11 360 1-Apr-28
6802730 LOS ANGELES CA 90067 LCO 7.500 6.750 $5,593.72 360 1-May-28
6802927 LAS VEGAS NV 89117 SFD 7.875 6.750 $2,093.64 360 1-Apr-28
6803031 MCLEAN VA 22101 SFD 6.875 6.608 $2,186.26 360 1-May-28
6803276 DANVILLE CA 94506 SFD 7.625 6.750 $2,604.68 360 1-May-28
6803346 SHORELINE WA 98177 SFD 7.250 6.750 $2,626.38 360 1-May-28
6803520 PORTLAND OR 97232 SFD 7.375 6.750 $2,050.61 360 1-May-28
6803901 LITTLETON CO 80123 SFD 6.875 6.608 $1,747.43 360 1-May-28
6803925 SAN DIEGO CA 92106 SFD 7.375 6.750 $2,237.79 360 1-May-28
6803984 WHITTIER CA 90601 SFD 7.625 6.750 $1,098.85 360 1-May-28
6804084 COLORADO SPRINGS CO 80906 SFD 7.625 6.750 $1,698.70 360 1-May-28
6804949 LOS ALTOS CA 94024 SFD 7.625 6.750 $5,577.41 360 1-May-28
6805645 MINNEAPOLIS MN 55410 SFD 7.000 6.733 $2,107.68 360 1-May-28
6805892 CORONADO CA 92118 SFD 7.500 6.750 $1,748.04 360 1-May-28
6806126 LAKE STEVENS WA 98258 SFD 7.125 6.750 $680.46 360 1-May-28
6806268 STIRLING NJ 07980 SFD 8.000 6.750 $1,958.78 360 1-Jun-28
6806645 HEBER UT 84032 SFD 7.625 6.750 $2,070.30 360 1-May-28
6807208 BAINBRIDGE ISLAND WA 98110 SFD 7.375 6.750 $790.82 360 1-May-28
6807910 NEW ORLEANS LA 70130 SFD 7.375 6.750 $2,672.91 360 1-May-28
6808444 COLORADO SPRINGS CO 80908 SFD 7.750 6.750 $1,960.10 360 1-May-28
6808723 ISSAQUAH WA 98027 SFD 7.375 6.750 $1,628.61 360 1-May-28
6808766 SAN DIEGO CA 92122 SFD 7.500 6.750 $1,929.83 360 1-May-28
6809688 EUGENE OR 97401 SFD 7.500 6.750 $3,691.85 360 1-Apr-28
6809733 WHEATON IL 60187 SFD 7.375 6.750 $1,926.98 360 1-May-28
6810095 SAN JOSE CA 95131 SFD 7.625 6.750 $1,656.24 360 1-May-28
6810342 NEWPORT BEACH CA 92625 SFD 7.500 6.750 $2,907.33 360 1-May-28
6810578 CHARLOTTE NC 28207 SFD 7.500 6.750 $2,753.51 360 1-May-28
6810911 LOS ALTOS HILLS CA 94022 SFD 7.375 6.750 $6,872.22 360 1-Apr-28
6811066 MISSION VIEJO CA 92692 SFD 7.250 6.750 $1,773.66 360 1-May-28
6811273 ATLANTA GA 30306 SFD 7.250 6.750 $1,882.81 360 1-May-28
6812187 LOS ANGELES CA 91356 SFD 7.500 6.750 $3,433.14 360 1-May-28
6813003 MARIETTA GA 30068 SFD 7.125 6.750 $2,392.51 360 1-Apr-28
6813049 SANTA CLARA CA 95050 SFD 7.750 6.750 $1,928.94 360 1-May-28
6813581 FARGO ND 58104 SFD 7.625 6.750 $1,684.55 360 1-May-28
6813689 ENGLEWOOD CO 80111 SFD 7.625 6.750 $1,946.43 360 1-Jun-28
6813824 GLEN ELLEN CA 95442 SFD 7.500 6.750 $762.14 360 1-May-28
6813892 TIGARD OR 97224 SFD 7.125 6.750 $1,969.95 360 1-May-28
6814078 COROLLA NC 27927 SFD 7.875 6.750 $1,827.17 360 1-Apr-28
6814196 CHEVY CHASE MD 20815 SFD 7.125 6.750 $1,643.87 360 1-May-28
6814208 STAFFORD TWP NJ 08050 SFD 7.625 6.750 $1,868.58 360 1-May-28
6814780 PARK CITY UT 84060 SFD 8.000 6.750 $2,120.58 360 1-May-28
6815521 BETHESDA MD 20814 SFD 7.250 6.750 $1,951.02 360 1-Jun-28
6815748 FREMONT CA 94539 SFD 7.375 6.750 $5,008.09 360 1-May-28
6815851 ARLINGTON VA 22201 SFD 7.375 6.750 $1,688.70 360 1-May-28
6815976 ATLANTA GA 30327 SFD 7.625 6.750 $2,526.12 360 1-May-28
6816224 BETHESDA MD 20817 SFD 7.375 6.750 $2,520.96 360 1-May-28
6816725 CASTRO VALLEY CA 94552 SFD 7.250 6.750 $2,060.17 360 1-May-28
6816911 DOVER MA 02030 SFD 7.500 6.750 $3,461.11 360 1-May-28
6817348 LOS ANGELES CA 91423 SFD 7.250 6.750 $2,674.13 360 1-Apr-28
6817970 OLD TAPPAN NJ 07675 SFD 7.625 6.750 $2,661.30 360 1-May-28
6818007 LINCOLN NE 68516 SFD 7.625 6.750 $3,657.88 360 1-Jun-28
6818405 SUNNYVALE CA 94086 SFD 7.375 6.750 $2,113.47 360 1-May-28
6818488 PALO ALTO CA 94301 SFD 7.375 6.750 $2,745.43 360 1-May-28
6819371 ISSAQUAH WA 98027 SFD 7.375 6.750 $1,640.01 360 1-May-28
6819441 EVERGREEN CO 80439 SFD 7.625 6.750 $2,066.76 360 1-May-28
6819481 PORTLAND ME 04103 SFD 8.125 6.750 $629.27 360 1-May-28
6819720 SHERBORN MA 01778 SFD 7.625 6.750 $1,949.97 360 1-May-28
6819885 STILLWATER MN 55082 SFD 7.000 6.733 $2,092.38 360 1-May-28
6820164 MENLO PARK CA 94025 SFD 7.250 6.750 $2,019.24 360 1-May-28
6820512 OGDEN UT 84401 SFD 7.625 6.750 $1,875.65 360 1-May-28
6821253 KEYSTONE CO 80435 SFD 7.375 6.750 $3,453.38 360 1-Apr-28
6821411 BETHANY CT 06524 SFD 7.500 6.750 $2,083.96 300 1-May-23
6822346 LIVERMORE CA 94550 SFD 7.500 6.750 $2,589.89 360 1-Apr-28
6823371 FRASER CO 80442 SFD 7.250 6.750 $1,828.23 360 1-May-28
6823429 GLENDALE AZ 85308 SFD 7.125 6.750 $1,617.60 360 1-May-28
6823697 PARK RIDGE IL 60068 SFD 8.125 6.750 $2,756.52 360 1-May-28
6823803 VISALIA CA 93291 SFD 7.625 6.750 $1,783.64 360 1-May-28
6823851 VASHON ISLAND WA 98070 SFD 7.125 6.750 $2,358.01 360 1-May-28
6824139 ENCINITAS CA 92024 SFD 7.250 6.750 $4,775.23 360 1-May-28
6824179 SAN JOSE CA 95138 SFD 7.375 6.750 $1,779.87 360 1-May-28
6824433 BUFFALO GROVE IL 60089 SFD 7.500 6.750 $2,097.64 360 1-May-28
6824540 ALAMEDA CA 94502 SFD 7.000 6.733 $1,829.58 360 1-May-28
6824853 BELLINGHAM WA 98226 SFD 7.250 6.750 $1,835.93 300 1-May-23
6825190 SAN JOSE CA 95138 SFD 7.375 6.750 $3,617.76 360 1-May-28
6825234 SALT LAKE CITY UT 84108 SFD 7.500 6.750 $1,992.76 360 1-May-28
6825410 COTO DE CAZA AREA CA 92679 SFD 7.375 6.750 $3,453.38 360 1-May-28
6825582 ANDOVER MA 01810 SFD 7.500 6.750 $2,412.29 360 1-Apr-28
6825621 MISSION VIEJO CA 92692 SFD 7.375 6.750 $2,527.87 360 1-May-28
6825708 SAN BRUNO CA 94066 SFD 7.250 6.750 $1,732.73 360 1-May-28
6825771 VENTURA CA 93001 SFD 7.625 6.750 $3,538.97 360 1-May-28
6825988 BLOOMINGTON MN 55438 SFD 7.250 6.750 $2,353.51 360 1-May-28
6826046 PLYMOUTH MN 55442 SFD 7.500 6.750 $1,915.85 360 1-May-28
6826332 GOLDSBORO NC 27530 SFD 7.000 6.733 $1,743.09 360 1-May-28
6828005 SNOWMASS VILLAGE CO 81615 SFD 7.500 6.750 $3,845.68 360 1-May-28
6828364 SAN JOSE CA 95120 PUD 7.500 6.750 $2,544.09 360 1-May-28
6828492 GRANGER IN 46530 SFD 7.875 6.750 $1,885.18 360 1-Apr-28
6828942 WINCHESTER MA 01890 SFD 7.000 6.733 $1,995.91 360 1-May-28
6829163 LINCOLN NE 68516 SFD 7.250 6.750 $1,637.22 360 1-May-28
6829870 MORGAN HILL CA 95037 SFD 7.625 6.750 $1,811.39 360 1-Jun-28
6830240 ALAMEDA CA 94502 SFD 7.125 6.750 $1,697.77 360 1-May-28
6830437 VAIL CO 81657 LCO 7.375 6.750 $1,685.25 360 1-May-28
6831011 SCOTTSDALE AZ 85254 PUD 7.750 6.750 $2,005.95 360 1-May-28
6831239 MUKILTEO WA 98275 SFD 7.250 6.750 $3,465.46 360 1-May-28
6831251 HAYWARD CA 94542 SFD 7.875 6.750 $1,825.36 360 1-May-28
6831731 FORT WAYNE IN 46804 SFD 7.500 6.750 $1,762.02 360 1-May-28
6831785 WEST CHESTER OH 45069 SFD 7.500 6.750 $1,901.86 360 1-Jun-28
6832849 WOODINVILLE WA 98072 SFD 7.250 6.750 $2,409.07 240 1-Apr-18
6833137 MINNEAPOLIS MN 55416 SFD 7.500 6.750 $1,713.08 360 1-May-28
6833411 CHEVY CHASE MD 20815 SFD 7.375 6.750 $2,900.84 360 1-May-28
6833707 NEWBURY PARK CA 91320 SFD 7.375 6.750 $1,726.69 360 1-May-28
6834066 BUENA PARK CA 90620 LCO 7.375 6.750 $1,634.14 360 1-May-28
6834294 ENGLEWOOD CO 80111 SFD 7.375 6.750 $2,304.09 360 1-May-28
6834492 SAN JOSE CA 95119 SFD 7.500 6.750 $1,817.96 360 1-May-28
6834753 NAPA CA 94559 SFD 7.375 6.750 $1,933.20 360 1-May-28
6835018 MENLO PARK CA 94025 LCO 7.375 6.750 $2,279.23 360 1-Apr-28
6835341 VENTNOR NJ 08406 SFD 7.750 6.750 $3,897.28 360 1-May-28
6835349 MINNETONKA MN 55391 SFD 7.750 6.750 $1,844.76 360 1-May-28
6835506 LAMBERTVILLE NJ 08530 SFD 7.875 6.750 $580.06 360 1-May-28
6835593 CORONADO CA 92118 SFD 7.625 6.750 $2,202.65 360 1-May-28
6836009 CANTON MA 02021 SFD 7.375 6.750 $1,899.01 360 1-Jun-28
6836044 EL SEGUNDO CA 90245 SFD 7.375 6.750 $1,830.29 360 1-May-28
6836168 RALEIGH NC 27615 SFD 7.250 6.750 $1,595.68 360 1-May-28
6836609 WEST ST PAUL MN 55118 SFD 7.750 6.750 $3,582.06 360 1-May-28
6837114 HOLLISTER CA 95023 SFD 7.375 6.750 $1,726.69 360 1-May-28
6837175 AVON CO 81620 PUD 7.375 6.750 $1,833.74 360 1-May-28
6837242 MEDINA WA 98039 SFD 7.375 6.750 $1,450.42 360 1-May-28
6837564 NOVATO CA 94947 SFD 7.500 6.750 $2,587.09 360 1-May-28
6837915 PHOENIX AZ 85045 SFD 7.500 6.750 $1,858.95 360 1-May-28
6838144 SAN JOSE CA 95138 SFD 7.250 6.750 $2,505.63 360 1-May-28
6838340 SNOWMASS VILLAGE CO 81615 LCO 7.375 6.750 $2,417.36 360 1-Jun-28
6838693 TULSA OK 74136 SFD 7.375 6.750 $1,726.69 360 1-May-28
6838733 SIOUX FALLS SD 57108 SFD 7.750 6.750 $4,656.68 360 1-May-28
6839041 WOODBURY NY 11797 SFD 7.750 6.750 $2,507.45 360 1-May-28
6839772 WESTLAKE VILLAGE CA 91361 SFD 7.875 6.750 $2,037.45 360 1-May-28
6839835 BEND OR 97701 SFD 7.625 6.750 $1,857.96 360 1-May-28
6839949 ANAHEIM CA 92808 SFD 7.500 6.750 $1,947.31 360 1-May-28
6840310 GLENDALE CA 91208 SFD 7.750 6.750 $2,686.55 360 1-May-28
6840325 CAMBRIA CA 93428 SFD 7.375 6.750 $1,795.76 360 1-May-28
6840381 PARADISE CA 95969 SFD 7.750 6.750 $651.94 360 1-May-28
6840404 FREMONT CA 94539 SFD 7.500 6.750 $4,216.26 360 1-May-28
6840438 TEMECULA CA 92592 SFD 7.750 6.750 $1,791.03 360 1-May-28
6840850 PASO ROBLES CA 93446 SFD 7.250 6.750 $2,210.25 360 1-Jun-28
6840931 KENSINGTON MD 20895 SFD 7.000 6.733 $1,663.26 360 1-Jun-28
6841281 AVALON NJ 08202 SFD 7.625 6.750 $2,123.38 360 1-May-28
6841469 BOULDER CO 80304 SFD 7.375 6.750 $2,486.43 360 1-May-28
6841772 PARK CITY UT 84060 LCO 7.500 6.750 $734.18 360 1-Jun-28
6841867 ALEXANDRIA VA 22307 SFD 7.250 6.750 $1,773.66 360 1-May-28
6842332 SEATTLE WA 98136 SFD 8.000 6.750 $1,798.46 360 1-Jun-28
6842397 ALAMO CA 94507 SFD 7.250 6.750 $3,247.16 360 1-May-28
6842948 PASADENA CA 91107 SFD 7.250 6.750 $1,603.11 360 1-May-28
6843170 LOS ANGELES CA 91403 SFD 7.375 6.750 $2,638.38 360 1-May-28
6843171 AURORA CO 80016 SFD 7.375 6.750 $2,315.14 360 1-May-28
6843323 LOS ANGELES CA 91364 SFD 7.125 6.750 $2,236.75 360 1-May-28
6843460 SAN JOSE CA 95123 SFD 7.250 6.750 $1,855.52 360 1-May-28
6843937 LITTLETON CO 80123 SFD 7.500 6.750 $2,828.43 360 1-Apr-28
6844266 FARIBAULT MN 55021 SFD 7.500 6.750 $2,150.08 360 1-May-28
6844354 LINCOLN NE 68506 SFD 7.750 6.750 $3,550.54 360 1-May-28
6844651 RENO NV 89511 SFD 7.500 6.750 $1,957.80 360 1-May-28
6844923 MINNEAPOLIS MN 55409 SFD 7.375 6.750 $1,919.73 360 1-Jun-28
6845097 AVALON NJ 08202 SFD 7.875 6.750 $1,549.84 360 1-Jun-28
6845870 LOS GATOS CA 95030 SFD 7.250 6.750 $4,093.06 360 1-May-28
6846848 HUNTINGTON BEACH CA 92648 SFD 7.375 6.750 $4,081.61 360 1-May-28
6847293 SAN JUAN CAPISTRA CA 92675 SFD 7.375 6.750 $4,465.21 360 1-May-28
6848619 SANTA ANA CA 92705 SFD 7.375 6.750 $2,037.49 360 1-May-28
6849025 PASADENA CA 91105 SFD 7.500 6.750 $6,992.15 360 1-May-28
6849357 DUXBURY MA 02332 SFD 7.625 6.750 $1,782.93 360 1-May-28
6849582 DALLAS TX 75240 SFD 7.500 6.750 $1,826.70 360 1-May-28
6849606 SUNNYVALE CA 94087 SFD 7.375 6.750 $2,928.46 360 1-Jun-28
6849708 HINGHAM MA 02043 SFD 7.625 6.750 $2,138.86 240 1-May-18
6850192 MARLBOROUGH MA 01752 SFD 7.125 6.750 $1,633.77 360 1-May-28
6850946 DULUTH GA 30136 PUD 7.750 6.750 $3,284.75 360 1-May-28
6852141 PINEHURST NC 28374 SFD 7.375 6.750 $4,475.57 360 1-May-28
6852325 ISSAQUAH WA 98027 SFD 7.625 6.750 $1,981.82 360 1-May-28
6852782 PARK CITY UT 84098 SFD 7.125 6.750 $1,695.45 360 1-Jun-28
6852880 DISCOVERY BAY CA 94514 SFD 7.750 6.750 $2,149.24 360 1-May-28
6854127 ANAHEIM CA 92808 SFD 7.250 6.750 $1,859.27 360 1-May-28
6854267 HYDE PARK UT 84318 SFD 7.250 6.750 $2,118.16 360 1-May-28
6854333 VANCOUVER WA 98682 SFD 7.250 6.750 $2,073.82 360 1-May-28
6854993 GRANITE BAY CA 95746 PUD 7.500 6.750 $2,002.55 360 1-Jun-28
6855015 ROSEBURG OR 97470 SFD 7.625 6.750 $1,896.18 360 1-Jun-28
6855109 CAMARILLO CA 93012 SFD 7.000 6.733 $1,580.09 360 1-May-28
6856000 MINNEAPOLIS MN 55408 SFD 7.250 6.750 $2,592.27 360 1-May-28
6857010 EDINA MN 55436 SFD 7.500 6.750 $2,307.41 360 1-Jun-28
6857014 SANTA ANA CA 92705 SFD 7.000 6.733 $5,538.64 360 1-May-28
6857214 SPOKANE WA 99223 SFD 8.000 6.750 $807.14 360 1-May-28
6857543 HOLLISTER CA 95023 SFD 7.250 6.750 $2,450.38 360 1-May-28
6857876 HUNTINGTON BEACH CA 92648 SFD 7.000 6.733 $2,208.80 360 1-May-28
6859104 ATLANTA GA 30342 SFD 7.375 6.750 $1,864.82 360 1-May-28
6859115 MONTCLAIR NJ 07042 SFD 6.875 6.608 $2,711.06 360 1-May-28
6859242 SCOTTSDALE AZ 85262 SFD 7.500 6.750 $1,650.15 360 1-Jun-28
6859645 PALO ALTO CA 94303 SFD 7.625 6.750 $2,791.54 360 1-May-28
6860097 PLEASANTON CA 94566 SFD 7.250 6.750 $2,177.51 360 1-May-28
6860151 CORONADO CA 92118 HCO 7.875 6.750 $3,016.29 360 1-May-28
6860875 MERCER ISLAND WA 98040 SFD 7.500 6.750 $4,265.21 360 1-May-28
6861651 LAKESIDE AZ 85935 SFD 7.375 6.750 $3,553.52 360 1-May-28
6861836 TUCSON AZ 85718 SFD 7.500 6.750 $2,936.70 360 1-May-28
6862332 MORGAN HILL CA 95037 SFD 7.500 6.750 $2,401.80 360 1-Jun-28
6863064 LITTLETON CO 80121 SFD 7.375 6.750 $4,489.39 360 1-May-28
6863333 MAPLE VALLEY WA 98038 SFD 7.375 6.750 $1,830.29 360 1-May-28
6863390 ALAMO CA 94507 PUD 6.875 6.608 $4,270.04 360 1-May-28
6863936 DEL MAR CA 92014 SFD 7.000 6.733 $2,840.84 360 1-Jun-28
6864010 WALNUT CREEK CA 94596 SFD 7.500 6.750 $2,276.64 360 1-May-28
6864645 NORTHBROOK IL 60062 SFD 7.500 6.750 $2,378.81 300 1-May-23
6864660 RENO NV 89509 SFD 7.875 6.750 $1,885.18 360 1-May-28
6865015 WANAQUE NJ 07465 SFD 7.000 6.733 $2,035.83 360 1-Jun-28
6866568 REDWOOD CITY CA 94062 SFD 7.625 6.750 $5,945.47 360 1-May-28
6866779 ENCINITAS CA 92024 SFD 7.250 6.750 $3,064.34 360 1-May-28
6867690 IRVINE CA 92714 SFD 7.250 6.750 $2,128.39 360 1-May-28
6867946 WASHINGTON DC 20015 SFD 7.250 6.750 $3,142.10 360 1-May-28
6868453 CHARLOTTE NC 28277 SFD 7.625 6.750 $2,661.30 360 1-Jun-28
6869144 BRATTLEBORO VT 05301 SFD 8.000 6.750 $667.73 360 1-Jun-28
6869321 STEAMBOAT SPRINGS CO 80477 SFD 7.500 6.750 $1,817.96 360 1-May-28
6870539 DEL MAR CA 92014 SFD 7.250 6.750 $2,626.38 360 1-May-28
6870705 LONGMONT CO 80504 SFD 7.500 6.750 $1,769.01 360 1-Jun-28
6870810 PHOENIX AZ 85028 SFD 7.250 6.750 $2,360.33 360 1-Jun-28
6870838 RANCHO MURIETA CA 95683 SFD 7.625 6.750 $2,095.07 360 1-May-28
6871174 ST CHARLES IL 60174 SFD 7.500 6.750 $1,817.96 360 1-May-28
6871760 WALNUT CREEK CA 94598 SFD 7.375 6.750 $2,234.33 360 1-Jun-28
6872106 TOMS BROOK VA 22660 SFD 7.250 6.750 $1,710.56 360 1-May-28
6872938 MIAMI FL 33133 SFD 7.500 6.750 $2,677.99 360 1-Jun-28
6873732 SAN DIEGO CA 92130 SFD 7.000 6.733 $2,187.51 360 1-May-28
6873753 HIGHLANDS RANCH CO 80126 SFD 7.500 6.750 $2,516.47 360 1-May-28
6873775 HONOLULU HI 96821 SFD 7.125 6.750 $2,721.82 360 1-May-28
6873838 LITTLETON CO 80121 SFD 7.000 6.733 $2,661.21 360 1-May-28
6874257 EDEN PRAIRIE MN 55347 SFD 7.875 6.750 $2,320.22 360 1-May-28
6874574 LOUISVILLE KY 40207 SFD 7.500 6.750 $2,545.14 360 1-May-28
6874690 RENO NV 89511 SFD 7.250 6.750 $4,434.15 360 1-May-28
6874807 TUSTIN CA 92782 SFD 7.375 6.750 $2,047.16 360 1-May-28
6875069 SAN DIEGO CA 92128 LCO 7.250 6.750 $2,525.42 360 1-May-28
6875070 CHULA VISTA CA 91910 SFD 7.375 6.750 $2,034.38 360 1-May-28
6876519 SAN DIEGO CA 92130 SFD 6.875 6.608 $2,493.04 360 1-May-28
6877293 SEATTLE WA 98119 SFD 7.625 6.750 $2,080.91 360 1-May-28
6877742 OCEAN CITY NJ 08226 LCO 7.750 6.750 $1,791.03 360 1-May-28
6878030 SAN DIEGO CA 92130 SFD 7.125 6.750 $1,994.21 360 1-May-28
6878362 CRYSTAL LAKE IL 60014 SFD 7.500 6.750 $1,901.86 360 1-Jun-28
6878690 HALEIWA HI 96712 SFD 750% 6.750 2880.76 360 46874
6878830 HIGHLANDS RANCH CO 80126 SFD 738% 6.750 2044.4 360 46905
6878951 SAN DIEGO CA 92128 SFD 713% 6.750 2694.87 360 46905
6878975 SAN DIEGO CA 92128 SFD 725% 6.750 2254.93 360 46874
6878984 SAN DIEGO CA 92128 PUD 688% 6.608 2109.73 360 46905
6879331 SEATTLE WA 98112 SFD 750% 6.750 3104.51 360 46874
6879333 AUBURN CA 95603 SFD 800% 6.750 2010.52 360 46874
6881896 LOS GATOS CA 95033 PUD 738% 6.750 3011.34 360 46905
6882525 DALLAS TX 75287 SFD 750% 6.750 1362.94 360 46905
6883199 BLOOMFIELD TWP MI 48302 SFD 763% 6.750 2697.76 360 46905
6884379 REDMOND WA 98052 PUD 725% 6.750 2061.54 360 46905
6884961 WINDERMERE FL 34786 PUD 725% 6.750 1681.56 360 46905
6885303 HAYWARD CA 94544 SFD 725% 6.750 1664.51 360 46874
6886638 SCOTTSDALE AZ 85259 PUD 750% 6.750 1748.04 360 46874
6888345 LOS ALTOS CA 94024 SFD 725% 6.750 4434.15 360 46874
6888349 SALT LAKE CITY UT 84117 SFD 775% 6.750 1746.25 360 46874
6888430 PROVO UT 84604 SFD 750% 6.750 1706.08 360 46874
6889354 RENO NV 89509 SFD 800% 6.750 3668.82 360 46874
6889640 WAREHAM MA 02571 SFD 800% 6.750 333.86 360 46874
6889981 ROSWELL GA 30076 PUD 738% 6.750 2055.45 360 46905
6890218 BOULDER CO 80302 SFD 725% 6.750 1763.63 360 46905
6890702 MOORESTOWN NJ 08057 SFD 750% 6.750 2307.41 360 46905
6891132 OXNARD CA 93035 SFD 700% 6.733 1862.85 360 46905
6891855 PARK CITY UT 84060 SFD 725% 6.750 2387.62 360 46905
6892020 LARKSPUR CO 80118 SFD 763% 6.750 2159.48 360 46874
6892413 CARBONDALE CO 81623 PUD 750% 6.750 1784.4 360 46905
6893521 ANACORTES WA 98221 SFD 775% 6.750 2120.58 360 46905
6894324 RENO NV 89511 SFD 738% 6.750 1950.47 360 46874
6895054 EDEN PRAIRIE MN 55347 SFD 713% 6.750 2667.93 360 46874
6898791 NEW ORLEANS LA 70118 SFD 738% 6.750 1726.69 360 46905
6901542 RAMONA CA 92075 SFD 813% 6.750 1967.99 360 46905
6910854 DRAPER UT 84020 SFD 813% 6.750 3092.5 360 46874
6911865 MORGAN HILL CA 95037 SFD 750% 6.750 2258.46 360 46905
6918444 ELDORADO HILLS CA 95762 SFD 725% 6.750 2003.96 360 46905
6920205 MORGAN HILL CA 95037 SFD 738% 6.750 2928.46 360 46905
6921873 SNOWMASS VILLAGE CO 81615 LCO 775% 6.750 1253.72 360 46874
6924821 SOUTH RIDING VA 20152 PUD 688% 6.608 2493.04 360 46905
</TABLE>
COUNT: 1942
WAC: 7.453749316
WAM: 356.9803949
WALTV: 73.11937344
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE DATE MORTGAGE T.O.P. MASTER FIXED
LOAN PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4602352 $542,055.32 69.74 0.250 0.017 0.733
4646602 $282,068.60 78.42 0.250 0.017 0.000
4649743 $249,827.96 79.87 0.250 0.017 0.858
4651908 $140,615.16 80.00 0.250 0.017 1.108
4656634 $331,766.95 79.99 0.250 0.017 0.108
4660321 $461,908.11 42.27 0.250 0.017 0.633
4660856 $285,000.00 95.00 33 0.250 0.017 1.608
4665423 $266,791.27 80.00 0.250 0.017 0.733
4669058 $385,625.75 79.58 0.250 0.017 0.000
4671958 $355,242.70 90.00 06 0.250 0.017 0.608
4674728 $312,310.49 80.00 0.250 0.017 0.233
4679129 $239,830.61 80.00 0.250 0.017 0.733
4681340 $316,426.27 80.00 0.250 0.017 0.433
4682310 $213,900.41 52.99 0.250 0.017 0.358
4683617 $487,500.00 63.81 0.250 0.017 0.233
4686357 $369,711.36 52.86 0.250 0.017 0.233
4688492 $678,987.53 61.82 0.250 0.017 0.483
4688957 $398,851.23 66.67 0.250 0.017 0.483
4691477 $318,822.72 82.26 12 0.250 0.017 0.358
4693594 $492,643.17 60.12 0.250 0.017 0.608
4694156 $296,795.60 90.00 33 0.250 0.017 0.858
4694854 $247,000.00 47.05 0.250 0.017 0.108
4695794 $469,367.16 76.42 0.250 0.017 0.983
4696579 $337,908.60 74.37 0.250 0.017 0.608
4696656 $306,240.65 75.80 0.250 0.017 0.000
4696927 $204,730.89 71.93 0.250 0.017 1.108
4697131 $334,974.96 54.91 0.250 0.017 0.233
4697135 $359,054.78 52.55 0.250 0.017 0.733
4697386 $438,312.99 75.04 0.250 0.017 0.233
4697721 $197,600.00 80.00 0.250 0.017 0.858
4698048 $398,477.58 53.69 0.250 0.017 0.358
4698425 $283,004.50 88.81 06 0.250 0.017 0.858
4699285 $305,100.00 90.00 17 0.250 0.017 0.358
4699490 $259,402.82 77.61 0.250 0.017 0.358
4699749 $308,659.03 73.55 0.250 0.017 0.233
4700273 $375,400.00 57.75 0.250 0.017 0.000
4700441 $314,276.49 76.83 0.250 0.017 0.358
4700490 $274,774.58 64.71 0.250 0.017 0.000
4700524 $268,306.73 75.00 0.250 0.017 0.683
4700853 $370,189.32 65.09 0.250 0.017 0.608
4701087 $119,908.68 80.00 0.250 0.017 0.358
4701230 $348,164.64 49.72 0.250 0.017 0.358
4701326 $499,040.18 54.05 0.250 0.017 0.000
4701624 $424,116.76 60.71 0.250 0.017 0.858
4702029 $359,732.82 74.23 0.250 0.017 0.483
4703007 $296,499.54 84.86 01 0.250 0.017 0.000
4704056 $582,194.91 84.49 01 0.250 0.017 0.858
4704204 $349,478.88 65.42 0.250 0.017 0.483
4704252 $416,946.49 79.54 0.250 0.017 0.233
4704592 $93,728.35 81.03 17 0.250 0.017 0.000
4704978 $262,584.58 80.00 0.250 0.017 0.000
4705330 $251,817.61 90.00 12 0.250 0.017 0.608
4706465 $167,521.06 70.00 0.250 0.017 0.733
4706592 $274,680.16 83.81 17 0.250 0.017 0.108
4706730 $349,733.67 72.16 0.250 0.017 0.358
4706939 $316,650.92 90.00 0.250 0.017 0.733
4706978 $598,552.01 80.00 0.250 0.017 0.108
4707665 $343,285.11 80.00 0.250 0.017 0.858
4707737 $259,811.81 58.82 0.250 0.017 0.608
4707765 $666,655.11 60.70 0.250 0.017 0.233
4708323 $235,330.71 70.00 0.250 0.017 0.108
4708377 $270,100.00 79.82 0.250 0.017 0.233
4708562 $249,161.97 90.00 06 0.250 0.017 0.233
4708654 $529,210.86 69.65 0.250 0.017 0.483
4708655 $300,551.46 70.00 0.250 0.017 0.483
4708666 $583,130.47 74.39 0.250 0.017 0.483
4708708 $369,306.62 67.27 0.250 0.017 0.358
4709115 $226,670.37 74.43 0.250 0.017 0.608
4709313 $409,695.72 55.41 0.250 0.017 0.483
4709396 $285,691.60 49.81 0.250 0.017 0.000
4709453 $343,718.02 75.44 0.250 0.017 0.000
4709701 $268,015.42 90.00 17 0.250 0.017 0.858
4710050 $279,781.57 64.90 0.250 0.017 0.233
4710277 $399,389.37 44.69 0.250 0.017 0.358
4710483 $359,555.59 80.00 0.250 0.017 0.000
4710510 $579,114.62 53.21 0.250 0.017 0.358
4710758 $401,386.35 60.91 0.250 0.017 0.358
4710875 $262,608.40 74.72 0.250 0.017 0.483
4711352 $286,876.03 90.00 33 0.250 0.017 0.233
4711397 $224,170.00 86.55 06 0.250 0.017 0.733
4711573 $224,814.86 84.01 13 0.250 0.017 0.733
4711896 $280,560.24 53.52 0.250 0.017 0.233
4711936 $272,812.12 79.13 0.250 0.017 0.858
4712251 $426,713.49 70.00 0.250 0.017 0.983
4712254 $87,033.72 94.67 17 0.250 0.017 0.358
4712368 $323,465.71 76.16 0.250 0.017 0.608
4712491 $679,495.34 67.59 0.250 0.017 0.483
4712777 $599,576.53 63.83 0.250 0.017 0.733
4712805 $254,638.86 85.00 33 0.250 0.017 0.733
4713257 $54,364.41 80.00 0.250 0.017 1.108
4713346 $319,000.00 78.96 0.250 0.017 0.858
4713414 $232,464.84 44.81 0.250 0.017 0.358
4713666 $312,773.45 65.21 0.250 0.017 0.608
4713815 $261,911.90 75.00 0.250 0.017 0.483
4714222 $227,626.08 79.98 0.250 0.017 0.858
4714338 $316,265.12 75.00 0.250 0.017 0.483
4714654 $70,878.52 47.37 0.250 0.017 0.108
4715130 $289,379.63 80.00 0.250 0.017 0.358
4715412 $314,760.31 70.00 0.250 0.017 0.358
4715572 $279,528.05 75.00 0.250 0.017 0.733
4715616 $254,048.69 80.00 0.250 0.017 0.858
4715642 $321,408.63 74.57 0.250 0.017 0.358
4716075 $281,768.85 57.55 0.250 0.017 0.000
4716115 $299,585.73 66.70 0.250 0.017 0.858
4716515 $321,520.57 79.51 0.250 0.017 0.483
4716530 $998,547.85 55.56 0.250 0.017 0.608
4717278 $399,389.37 60.61 0.250 0.017 0.358
4717441 $451,933.42 79.47 0.250 0.017 0.233
4717622 $397,636.43 85.96 33 0.250 0.017 0.233
4717673 $298,089.65 75.00 0.250 0.017 0.983
4717771 $267,842.31 74.93 0.250 0.017 0.733
4717976 $214,655.10 79.63 0.250 0.017 0.108
4718159 $224,845.15 69.23 0.250 0.017 0.858
4718424 $443,954.39 68.40 0.250 0.017 0.608
4718553 $237,623.23 79.53 0.250 0.017 0.983
4718865 $256,304.82 93.96 06 0.250 0.017 0.358
4719127 $468,384.32 75.00 0.250 0.017 0.233
4719200 $299,771.72 61.22 0.250 0.017 0.358
4719439 $257,213.69 75.37 0.250 0.017 0.608
4719671 $271,742.51 80.00 0.250 0.017 0.108
4720194 $299,530.53 67.26 0.250 0.017 0.233
4720200 $459,035.32 75.00 0.250 0.017 0.983
4720205 $294,300.00 70.92 0.250 0.017 0.358
4720211 $349,452.27 48.08 0.250 0.017 0.233
4720232 $59,917.15 89.55 17 0.250 0.017 0.858
4720444 $366,952.80 77.37 0.250 0.017 0.483
4720481 $239,633.64 80.00 0.250 0.017 0.358
4720529 $303,174.83 80.00 0.250 0.017 0.483
4720555 $251,543.26 90.00 17 0.250 0.017 0.733
4720679 $185,588.18 71.32 0.250 0.017 0.883
4721132 $106,455.60 69.03 0.250 0.017 0.683
4721190 $185,750.12 74.98 0.250 0.017 0.683
4721220 $254,000.00 76.05 0.250 0.017 0.358
4721243 $199,372.18 74.98 0.250 0.017 0.933
4721325 $324,752.70 65.00 0.250 0.017 0.358
4721354 $169,407.38 65.00 0.250 0.017 0.533
4721355 $137,730.06 70.97 0.250 0.017 0.933
4721363 $213,550.83 63.12 0.250 0.017 0.883
4721422 $168,078.60 74.98 0.250 0.017 0.583
4721561 $403,072.08 55.34 0.250 0.017 0.358
4721605 $467,303.17 80.00 0.250 0.017 0.483
4721782 $349,452.27 74.47 0.250 0.017 0.233
4721795 $243,146.40 68.59 0.250 0.017 0.608
4721844 $156,128.53 74.98 0.250 0.017 0.633
4721880 $291,636.40 90.00 01 0.250 0.017 0.733
4722048 $238,500.00 79.90 0.250 0.017 0.358
4722331 $554,194.05 39.22 0.250 0.017 0.608
4722383 $359,555.59 53.33 0.250 0.017 0.000
4722438 $319,546.84 75.29 0.250 0.017 0.733
4722452 $272,000.00 80.00 0.250 0.017 0.983
4722684 $169,365.79 80.00 0.250 0.017 0.858
4722768 $349,740.25 68.63 0.250 0.017 0.483
4722967 $241,325.06 77.97 0.250 0.017 0.608
4723163 $297,773.24 67.73 0.250 0.017 0.358
4723322 $898,659.97 63.60 0.250 0.017 0.483
4723331 $424,697.72 79.87 0.250 0.017 0.733
4723377 $297,755.73 66.41 0.250 0.017 0.000
4723426 $403,755.92 75.00 0.250 0.017 0.358
4723517 $304,568.07 56.38 0.250 0.017 0.733
4723580 $350,939.36 78.04 0.250 0.017 0.483
4723593 $80,000.00 71.11 0.250 0.017 0.858
4723742 $234,825.60 72.30 0.250 0.017 0.483
4723825 $316,503.92 70.44 0.250 0.017 0.233
4723872 $505,874.29 75.00 0.250 0.017 0.483
4723971 $238,036.08 68.11 0.250 0.017 0.358
4724012 $662,495.51 60.27 0.250 0.017 0.358
4724014 $163,142.71 40.37 0.250 0.017 0.608
4724152 $362,430.82 58.98 0.250 0.017 0.483
4724354 $367,452.07 80.00 0.250 0.017 0.483
4724376 $306,000.00 88.44 06 0.250 0.017 0.608
4724411 $299,771.72 68.97 0.250 0.017 0.358
4724622 $346,942.33 80.00 0.250 0.017 0.733
4724858 $261,815.08 78.68 0.250 0.017 0.733
4724864 $334,513.54 77.37 0.250 0.017 0.608
4724889 $257,486.28 78.15 0.250 0.017 0.108
4724906 $267,998.24 63.35 0.250 0.017 0.483
4724907 $432,079.09 75.20 0.250 0.017 0.483
4725479 $599,554.71 78.95 0.250 0.017 0.483
4725700 $238,500.00 90.00 17 0.250 0.017 0.358
4725746 $319,523.54 78.05 0.250 0.017 0.483
4725881 $359,450.46 65.81 0.250 0.017 0.358
4726174 $260,000.00 68.60 0.250 0.017 0.358
4726248 $324,764.77 46.43 0.250 0.017 0.608
4726254 $259,802.16 56.40 0.250 0.017 0.358
4726259 $296,785.04 90.00 13 0.250 0.017 0.608
4726522 $246,207.78 70.00 0.250 0.017 0.233
4726523 $269,250.00 75.00 0.250 0.017 0.108
4726561 $284,553.98 69.51 0.250 0.017 0.233
4726706 $292,271.82 90.00 06 0.250 0.017 0.233
4726823 $440,326.81 70.00 0.250 0.017 0.358
4727088 $242,138.93 46.19 0.250 0.017 0.483
4727135 $468,651.19 75.20 0.250 0.017 0.483
4727552 $363,458.01 80.00 0.250 0.017 0.483
4727589 $239,425.47 82.76 06 0.250 0.017 0.358
4727691 $269,809.43 69.23 0.250 0.017 0.733
4727750 $478,650.00 70.91 0.250 0.017 0.358
4727911 $97,927.27 65.33 0.250 0.017 0.483
4727922 $252,600.00 88.01 33 0.250 0.017 0.108
4728056 $380,303.93 69.89 0.250 0.017 0.233
4728099 $425,683.85 79.63 0.250 0.017 0.483
4728357 $273,342.41 75.00 0.250 0.017 0.483
4728392 $366,000.00 74.24 0.250 0.017 0.233
4728436 $411,339.10 48.47 0.250 0.017 0.108
4728455 $264,315.62 77.21 0.250 0.017 0.608
4728488 $363,701.63 79.97 0.250 0.017 0.000
4728607 $499,628.92 51.28 0.250 0.017 0.483
4728608 $236,840.97 79.80 0.250 0.017 0.983
4728694 $399,419.14 78.43 0.250 0.017 0.608
4728699 $299,553.31 41.38 0.250 0.017 0.483
4728731 $323,777.02 90.00 17 0.250 0.017 0.858
4728979 $184,476.19 53.86 0.250 0.017 0.483
4729618 $251,086.54 92.84 17 0.250 0.017 0.858
4729651 $277,056.62 75.00 0.250 0.017 0.483
4729665 $392,528.24 80.00 0.250 0.017 0.233
4729701 $804,356.26 67.08 0.250 0.017 0.108
4729756 $236,000.00 80.00 0.250 0.017 0.483
4729820 $323,505.40 90.00 06 0.250 0.017 0.358
4729847 $324,746.47 44.07 0.250 0.017 0.233
4729852 $253,611.64 90.00 0.250 0.017 0.483
4729975 $314,542.55 75.90 0.250 0.017 0.608
4729987 $88,628.30 70.16 0.250 0.017 0.483
4730009 $379,434.20 61.89 0.250 0.017 0.483
4730013 $284,485.30 67.06 0.250 0.017 0.483
4730133 $376,000.00 52.22 0.250 0.017 0.483
4730167 $91,905.70 65.00 0.250 0.017 0.883
4730171 $243,574.50 80.00 0.250 0.017 0.108
4730202 $306,772.16 60.91 0.250 0.017 0.483
4730254 $407,697.20 80.00 0.250 0.017 0.483
4730349 $254,805.96 61.72 0.250 0.017 0.358
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4742937 $190,000.00 67.86 0.250 0.017 0.608
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4743232 $308,000.00 66.96 0.250 0.017 0.233
4743234 $260,000.00 78.79 0.250 0.017 0.233
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4743391 $273,500.00 78.14 0.250 0.017 0.483
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4743486 $435,000.00 73.73 0.250 0.017 0.358
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4743913 $88,368.22 62.11 0.250 0.017 0.483
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4743976 $299,635.66 72.30 0.250 0.017 0.858
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4744075 $631,103.20 79.13 0.250 0.017 0.483
4744087 $318,479.07 66.25 0.250 0.017 0.858
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4744571 $303,558.55 78.96 0.250 0.017 0.608
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4744763 $362,637.35 95.00 06 0.250 0.017 0.608
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4746478 $269,799.62 71.43 0.250 0.017 0.483
4746493 $311,250.00 75.00 0.250 0.017 0.483
4746540 $261,060.92 95.00 33 0.250 0.017 0.608
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4746722 $364,485.91 80.00 0.250 0.017 0.000
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4746785 $250,117.62 49.12 0.250 0.017 0.358
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4746900 $648,931.28 54.17 0.250 0.017 0.000
4746974 $530,000.00 58.24 0.250 0.017 0.608
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4748872 $299,977.21 66.42 0.250 0.017 0.483
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4749045 $420,679.65 60.14 0.250 0.017 0.358
4749066 $267,806.03 80.00 0.250 0.017 0.608
4749089 $232,572.89 95.00 06 0.250 0.017 0.358
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4749510 $288,785.52 76.05 0.250 0.017 0.483
4749555 $430,937.87 74.35 0.250 0.017 0.608
4749559 $239,821.88 69.57 0.250 0.017 0.483
4749562 $266,715.26 90.00 06 0.250 0.017 0.233
4749582 $374,707.46 68.18 0.250 0.017 0.233
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4749968 $109,920.39 66.67 0.250 0.017 0.608
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4749989 $391,316.48 80.00 0.250 0.017 0.483
4750079 $241,530.75 79.99 0.250 0.017 0.358
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4750094 $143,903.38 53.33 0.250 0.017 0.983
4750098 $143,903.38 60.00 0.250 0.017 0.983
4750106 $288,590.97 80.00 0.250 0.017 0.608
4750129 $312,749.70 74.00 0.250 0.017 0.108
4750206 $279,593.39 80.00 0.250 0.017 0.608
4750239 $280,000.00 80.00 0.250 0.017 0.608
4750293 $317,252.32 77.44 0.250 0.017 0.233
4750333 $399,695.62 49.08 0.250 0.017 0.358
4750356 $401,694.11 69.91 0.250 0.017 0.358
4750366 $292,959.66 80.00 0.250 0.017 0.000
4750399 $310,620.52 59.85 0.250 0.017 0.233
4750411 $294,900.98 80.00 0.250 0.017 0.483
4750483 $257,808.52 80.00 0.250 0.017 0.483
4750486 $299,771.72 56.39 0.250 0.017 0.358
4750517 $396,498.07 77.05 0.250 0.017 0.358
4750578 $285,792.99 89.94 33 0.250 0.017 0.608
4750727 $245,803.28 88.49 06 0.250 0.017 0.108
4750749 $293,226.70 76.22 0.250 0.017 0.358
4750759 $174,873.34 70.00 0.250 0.017 0.608
4750765 $120,819.84 56.28 0.250 0.017 0.483
4750836 $279,770.48 80.00 0.250 0.017 0.000
4750864 $532,165.91 60.91 0.250 0.017 0.233
4750895 $439,422.41 80.00 0.250 0.017 1.108
4750958 $324,503.88 64.36 0.250 0.017 0.358
4751029 $299,542.04 44.12 0.250 0.017 0.358
4751048 $301,926.77 77.54 0.250 0.017 0.233
4751109 $328,000.00 61.89 0.250 0.017 0.733
4751146 $999,257.85 60.61 0.250 0.017 0.483
4751173 $46,368.86 80.00 0.250 0.017 0.983
4751184 $127,909.66 80.00 0.250 0.017 0.733
4751189 $298,000.00 77.00 0.250 0.017 0.358
4751264 $262,709.50 95.00 06 0.250 0.017 0.608
4751295 $320,522.06 76.43 0.250 0.017 0.483
4751340 $499,628.93 74.07 0.250 0.017 0.483
4751402 $380,000.00 89.31 06 0.250 0.017 0.483
4751475 $272,000.00 80.00 0.250 0.017 0.608
4751490 $309,764.11 52.54 0.250 0.017 0.358
4751609 $154,769.20 51.68 0.250 0.017 0.483
4751709 $238,313.95 90.00 17 0.250 0.017 0.233
4751734 $117,350.00 74.98 0.250 0.017 0.608
4751801 $303,985.29 90.00 06 0.250 0.017 0.733
4751925 $425,000.00 64.89 0.250 0.017 0.483
4751932 $263,616.63 80.00 0.250 0.017 0.608
4751938 $289,773.76 68.24 0.250 0.017 0.233
4751960 $346,429.48 72.29 0.250 0.017 0.000
4752096 $290,000.00 74.36 0.250 0.017 0.608
4752098 $338,122.61 80.00 0.250 0.017 0.000
4752103 $273,541.70 75.00 0.250 0.017 0.358
4752122 $115,913.91 69.46 0.250 0.017 0.483
4752148 $99,920.03 51.28 0.250 0.017 0.108
4752163 $541,597.75 61.24 0.250 0.017 0.483
4752237 $811,897.01 65.00 0.250 0.017 0.483
4752336 $331,741.00 67.34 0.250 0.017 0.233
4752343 $411,662.28 42.26 0.250 0.017 0.000
4752394 $299,777.36 67.90 0.250 0.017 0.483
4752410 $688,488.66 49.21 0.250 0.017 0.483
4752460 $247,500.00 90.00 17 0.250 0.017 0.000
4752548 $399,342.33 47.06 0.250 0.017 0.000
4752679 $495,000.00 74.55 0.250 0.017 0.358
4752759 $427,682.36 80.00 0.250 0.017 0.483
4752768 $351,732.15 69.02 0.250 0.017 0.358
4752792 $267,130.58 43.85 0.250 0.017 0.858
4752815 $250,839.09 65.88 0.250 0.017 0.000
4752818 $235,548.76 94.99 11 0.250 0.017 0.483
4752828 $355,729.11 71.20 0.250 0.017 0.358
4752881 $844,418.47 65.00 0.250 0.017 0.858
4752896 $251,814.33 80.00 0.250 0.017 0.733
4752941 $254,820.01 79.94 0.250 0.017 0.733
4752961 $279,102.77 80.00 0.250 0.017 0.608
4752998 $249,823.54 68.49 0.250 0.017 0.733
4753202 $637,560.93 58.00 0.250 0.017 0.858
4753267 $399,389.38 88.99 06 0.250 0.017 0.358
4753274 $119,816.80 69.77 0.250 0.017 0.358
4753284 $250,000.00 63.29 0.250 0.017 0.483
4753535 $349,746.68 48.61 0.250 0.017 0.608
4753618 $494,225.37 61.88 0.250 0.017 0.233
4753637 $284,769.69 48.98 0.250 0.017 0.108
4753650 $412,000.00 80.00 0.250 0.017 0.733
4753652 $284,128.18 79.88 0.250 0.017 0.233
4753688 $339,753.92 80.00 0.250 0.017 0.608
4753748 $311,750.49 80.00 0.250 0.017 0.108
4753811 $273,000.00 71.84 0.250 0.017 0.608
4753859 $430,680.13 74.96 0.250 0.017 0.483
4753990 $90,622.81 85.00 11 0.250 0.017 0.233
4754044 $263,413.96 74.25 0.250 0.017 0.733
4754081 $127,500.00 75.00 0.250 0.017 0.483
4754113 $416,067.01 72.42 0.250 0.017 0.108
4754158 $399,687.96 57.14 0.250 0.017 0.233
4754165 $316,467.53 90.00 06 0.250 0.017 0.483
4754191 $284,783.14 42.86 0.250 0.017 0.358
4754196 $257,000.00 75.59 0.250 0.017 0.483
4754207 $359,726.07 69.23 0.250 0.017 0.358
4754210 $149,896.77 41.67 0.250 0.017 0.858
4754249 $256,232.27 89.96 33 0.250 0.017 1.108
4754312 $409,672.13 75.65 0.250 0.017 0.108
4754457 $299,771.72 73.17 0.250 0.017 0.358
4754574 $299,771.72 69.77 0.250 0.017 0.358
4754683 $548,692.16 80.00 0.250 0.017 0.183
4754687 $239,467.65 80.00 0.250 0.017 0.533
4754706 $348,827.67 80.00 0.250 0.017 0.233
4754758 $997,645.53 64.52 0.250 0.017 0.233
4754825 $271,703.20 79.99 0.250 0.017 0.608
4754842 $291,900.00 79.99 0.250 0.017 0.608
4754858 $439,043.32 80.00 0.250 0.017 0.633
4754890 $628,000.00 78.50 0.250 0.017 0.608
4754939 $326,007.87 71.70 0.250 0.017 0.483
4755001 $50,000.00 67.11 0.250 0.017 0.233
4755008 $223,631.70 89.98 13 0.250 0.017 0.000
4755059 $97,991.66 89.26 11 0.250 0.017 0.983
4755098 $619,516.33 53.82 0.250 0.017 0.233
4755101 $291,365.10 80.00 0.250 0.017 0.633
4755141 $149,899.35 62.50 0.250 0.017 0.983
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4755158 $256,314.35 90.00 01 0.250 0.017 0.608
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4755360 $432,000.00 80.00 0.250 0.017 0.483
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4755414 $54,728.37 45.45 0.250 0.017 0.833
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4755453 $262,999.72 72.11 0.250 0.017 0.358
4755541 $237,236.63 95.00 12 0.250 0.017 0.858
4755587 $283,789.23 69.27 0.250 0.017 0.483
4755590 $284,788.48 69.51 0.250 0.017 0.483
4755592 $282,305.58 68.07 0.250 0.017 0.858
4755630 $249,000.00 79.81 0.250 0.017 0.483
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4755830 $267,785.68 80.00 0.250 0.017 0.108
4755838 $358,752.94 89.97 33 0.250 0.017 0.858
4755893 $252,000.00 65.45 0.250 0.017 0.358
4755987 $279,797.35 74.67 0.250 0.017 0.608
4756035 $447,000.00 63.86 0.250 0.017 0.358
4756038 $250,000.00 68.31 0.250 0.017 0.000
4756058 $324,770.62 35.52 0.250 0.017 0.733
4756070 $315,765.48 80.00 0.250 0.017 0.483
4756080 $326,963.18 80.00 0.250 0.017 0.608
4756085 $373,315.71 61.25 0.250 0.017 0.358
4756096 $259,807.04 55.91 0.250 0.017 0.483
4756150 $430,000.00 80.00 0.250 0.017 0.358
4756216 $355,236.17 90.00 33 0.250 0.017 0.483
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4756408 $409,672.13 55.41 0.250 0.017 0.108
4756430 $242,724.20 67.47 0.250 0.017 0.608
4756437 $250,699.36 67.81 0.250 0.017 0.108
4756446 $299,671.80 79.99 0.250 0.017 0.358
4756451 $585,043.26 57.12 0.250 0.017 0.233
4756465 $284,366.72 75.89 0.250 0.017 0.000
4756470 $239,834.83 80.00 0.250 0.017 0.858
4756511 $439,656.75 80.00 0.250 0.017 0.233
4756523 $360,674.33 79.34 0.250 0.017 0.608
4756525 $443,670.49 74.00 0.250 0.017 0.483
4756527 $409,695.72 65.08 0.250 0.017 0.483
4756548 $396,205.74 66.53 0.250 0.017 0.483
4756555 $411,086.96 89.99 11 0.250 0.017 0.358
4756620 $247,333.93 90.00 33 0.250 0.017 0.983
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4756700 $512,489.83 52.61 0.250 0.017 0.108
4756719 $398,696.39 59.55 0.250 0.017 0.358
4756816 $175,200.00 80.00 0.250 0.017 0.000
4756833 $286,487.23 58.51 0.250 0.017 0.483
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4757020 $348,541.67 53.03 0.250 0.017 0.000
4757064 $314,772.00 51.22 0.250 0.017 0.608
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4757105 $287,780.85 80.00 0.250 0.017 0.358
4757117 $258,812.54 70.00 0.250 0.017 0.608
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4757323 $279,000.00 64.14 0.250 0.017 0.358
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4757389 $290,773.00 75.00 0.250 0.017 0.233
4757551 $91,000.00 70.00 0.250 0.017 0.858
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4757620 $325,264.41 70.00 0.250 0.017 0.608
4757624 $649,517.60 60.47 0.250 0.017 0.483
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4757701 $263,304.45 62.00 0.250 0.017 0.483
4757710 $323,453.69 83.00 17 0.250 0.017 0.358
4757739 $248,367.80 46.76 0.250 0.017 0.983
4757818 $247,029.88 80.00 0.250 0.017 0.858
4757885 $418,681.17 55.35 0.250 0.017 0.358
4757947 $85,575.33 74.78 0.250 0.017 0.833
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4758039 $284,788.48 55.88 0.250 0.017 0.483
4758056 $284,793.72 74.61 0.250 0.017 0.608
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4758169 $289,490.33 89.14 01 0.250 0.017 0.608
4758174 $300,800.00 80.00 0.250 0.017 0.608
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4758549 $300,000.00 46.51 0.250 0.017 0.608
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4758675 $357,334.61 78.59 0.250 0.017 0.483
4758752 $449,674.31 79.23 0.250 0.017 0.608
4758781 $295,774.77 80.00 0.250 0.017 0.358
4758792 $424,000.00 80.00 0.250 0.017 0.608
4758847 $424,676.61 79.44 0.250 0.017 0.358
4758856 $139,800.00 71.39 0.250 0.017 0.108
4758984 $291,329.33 78.28 0.250 0.017 0.358
4758988 $281,815.52 73.25 0.250 0.017 1.108
4759000 $271,793.03 80.00 0.250 0.017 0.358
4759001 $308,823.69 57.31 0.250 0.017 0.608
4759014 $263,408.53 68.39 0.250 0.017 0.483
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4759036 $351,629.95 77.45 0.250 0.017 0.608
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4759077 $290,964.25 95.00 17 0.250 0.017 0.608
4759082 $383,018.25 79.65 0.250 0.017 0.358
4759142 $428,074.01 79.98 0.250 0.017 0.358
4759146 $247,500.00 90.00 06 0.250 0.017 0.858
4759147 $359,463.97 62.61 0.250 0.017 0.483
4759158 $448,014.46 79.93 0.250 0.017 0.608
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4759200 $308,787.34 56.18 0.250 0.017 0.858
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4759271 $310,000.00 67.25 0.250 0.017 0.483
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4759583 $106,260.33 70.00 0.250 0.017 1.108
4759587 $429,680.87 51.81 0.250 0.017 0.483
4759613 $399,695.64 68.97 0.250 0.017 0.358
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4760472 $279,340.75 73.68 0.250 0.017 0.233
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4760540 $274,600.65 71.43 0.250 0.017 0.608
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4760782 $247,965.32 55.57 0.250 0.017 0.608
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4760858 $346,245.44 71.31 0.250 0.017 0.733
4760863 $347,086.04 80.00 0.250 0.017 0.483
4760870 $284,893.30 79.53 0.250 0.017 0.858
4760878 $294,285.64 68.60 0.250 0.017 0.858
4760891 $575,420.26 59.11 0.250 0.017 0.358
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4760907 $299,585.73 80.00 0.250 0.017 0.858
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4761483 $467,061.71 76.00 0.250 0.017 0.608
4761494 $449,362.73 49.18 0.250 0.017 0.733
4761505 $341,902.78 78.89 0.250 0.017 0.608
4761530 $350,413.16 80.00 0.250 0.017 0.483
4761539 $427,055.90 75.00 0.250 0.017 0.858
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4761571 $599,508.18 69.12 0.250 0.017 0.000
4761574 $468,750.00 75.00 0.250 0.017 0.608
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4761806 $359,739.44 74.38 0.250 0.017 0.608
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4761813 $257,948.62 89.99 11 0.250 0.017 0.233
4761817 $289,573.93 87.82 12 0.250 0.017 0.233
4761831 $312,310.49 59.02 0.250 0.017 0.233
4761844 $274,296.29 90.00 06 0.250 0.017 0.483
4762112 $255,454.43 78.77 0.250 0.017 0.733
4762114 $499,609.94 58.48 0.250 0.017 0.233
4762173 $323,753.46 90.00 12 0.250 0.017 0.358
4762180 $299,782.87 78.95 0.250 0.017 0.608
4762196 $284,783.14 64.77 0.250 0.017 0.358
4762336 $346,236.34 90.00 12 0.250 0.017 0.358
4762439 $384,707.05 66.96 0.250 0.017 0.358
4762475 $191,772.21 80.00 0.250 0.017 0.233
4762479 $389,717.73 70.91 0.250 0.017 0.608
4762508 $318,957.11 80.00 0.250 0.017 0.358
4762531 $311,250.90 59.33 0.250 0.017 0.108
4762635 $251,812.97 71.59 0.250 0.017 0.483
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4762895 $232,027.67 90.00 0.250 0.017 0.483
4762950 $101,183.77 75.00 0.250 0.017 1.108
4762992 $414,800.00 79.98 0.250 0.017 0.483
4763050 $479,686.01 80.00 0.250 0.017 1.108
4763066 $272,000.00 80.00 0.250 0.017 0.608
4763163 $241,500.00 70.00 0.250 0.017 0.983
4763217 $279,792.20 77.78 0.250 0.017 0.483
4763302 $274,795.91 82.09 11 0.250 0.017 0.483
4763383 $440,800.00 80.00 0.250 0.017 0.358
4763452 $708,963.79 54.62 0.250 0.017 0.583
4763465 $399,398.44 79.21 0.250 0.017 0.433
4763470 $263,510.96 68.55 0.250 0.017 0.533
4763473 $281,558.69 79.89 0.250 0.017 0.233
4763476 $459,321.89 80.00 0.250 0.017 0.533
4763528 $647,010.81 67.50 0.250 0.017 0.358
4763544 $386,911.39 75.98 0.250 0.017 0.383
4763562 $998,484.00 65.14 0.250 0.017 0.733
4763578 $474,313.67 59.38 0.250 0.017 0.633
4763614 $233,530.85 95.00 24 0.250 0.017 0.608
4763629 $895,913.49 70.00 0.250 0.017 0.133
4763642 $472,000.00 78.67 0.250 0.017 0.858
4763651 $345,484.82 80.00 0.250 0.017 0.483
4763681 $263,594.98 80.00 0.250 0.017 0.333
4763697 $231,854.26 58.05 0.250 0.017 0.483
4763717 $242,039.08 80.00 0.250 0.017 0.483
4763730 $237,405.00 95.00 12 0.250 0.017 0.858
4763747 $359,605.00 90.00 11 0.250 0.017 0.000
4763758 $523,242.87 80.00 0.250 0.017 0.633
4763779 $231,823.46 79.87 0.250 0.017 0.358
4763786 $486,866.69 57.36 0.250 0.017 0.433
4763792 $257,189.49 75.88 0.250 0.017 0.483
4763827 $250,000.00 79.37 0.250 0.017 0.000
4763836 $289,568.19 74.36 0.250 0.017 0.483
4763842 $335,514.52 70.74 0.250 0.017 0.633
4763879 $249,784.75 70.42 0.250 0.017 0.000
4763888 $349,489.18 53.44 0.250 0.017 0.583
4763906 $285,838.46 54.85 0.250 0.017 0.083
4763925 $315,517.64 79.00 0.250 0.017 0.358
4763929 $306,524.30 66.02 0.250 0.017 0.283
4763955 $231,629.66 69.25 0.250 0.017 0.133
4763997 $574,045.24 63.89 0.250 0.017 0.000
4764002 $275,589.04 71.13 0.250 0.017 0.483
4764003 $369,460.00 74.00 0.250 0.017 0.583
4764009 $332,314.29 79.24 0.250 0.017 0.583
4764011 $256,090.57 90.00 12 0.250 0.017 0.133
4764042 $280,000.00 80.00 0.250 0.017 0.733
4764047 $140,000.00 58.33 0.250 0.017 0.233
4764151 $400,000.00 69.57 0.250 0.017 0.000
4764210 $300,000.00 67.42 0.250 0.017 0.733
4764224 $313,046.24 80.00 0.250 0.017 0.633
4764236 $475,476.67 33.42 0.250 0.017 0.383
4764250 $384,027.36 65.19 0.250 0.017 0.483
4764384 $268,000.00 80.00 0.250 0.017 0.233
4764391 $399,703.14 82.47 17 0.250 0.017 0.483
4764399 $341,246.56 79.42 0.250 0.017 0.483
4764581 $255,000.00 68.92 0.250 0.017 0.233
4764582 $307,734.82 80.00 0.250 0.017 0.000
4764637 $235,555.59 90.00 11 0.250 0.017 0.233
4764662 $299,782.87 47.62 0.250 0.017 0.608
4764685 $340,000.00 80.00 0.250 0.017 0.358
4764698 $259,000.00 79.94 0.250 0.017 0.358
4764720 $295,000.00 74.68 0.250 0.017 0.483
4764763 $349,726.96 65.42 0.250 0.017 0.233
4764888 $281,000.00 73.95 0.250 0.017 0.233
4764942 $375,428.88 80.00 0.250 0.017 0.383
4764943 $299,566.52 75.00 0.250 0.017 0.633
4764944 $314,530.98 79.75 0.250 0.017 0.483
4764945 $259,516.86 67.52 0.250 0.017 0.533
4764947 $509,632.41 80.00 0.250 0.017 0.433
4764948 $385,419.50 80.00 0.250 0.017 0.433
4764949 $149,229.95 80.00 0.250 0.017 0.000
4764950 $257,184.72 80.00 0.250 0.017 0.083
4764951 $275,584.92 80.00 0.250 0.017 0.433
4764952 $532,705.66 72.09 0.250 0.017 0.483
4764953 $255,630.10 78.77 0.250 0.017 0.633
4764954 $299,153.91 80.00 0.250 0.017 0.483
4764956 $399,433.54 79.05 0.250 0.017 0.733
4764958 $607,085.65 68.70 0.250 0.017 0.433
4764959 $259,612.87 80.00 0.250 0.017 0.483
4764961 $527,205.94 80.00 0.250 0.017 0.433
4764962 $254,612.67 69.86 0.250 0.017 0.383
4764964 $269,569.02 46.55 0.250 0.017 0.133
4764966 $300,319.85 35.39 0.250 0.017 0.133
4764970 $279,578.90 80.00 0.250 0.017 0.433
4764971 $296,548.87 75.19 0.250 0.017 0.383
4764975 $318,719.95 80.00 0.250 0.017 0.433
4764978 $427,690.22 61.14 0.250 0.017 0.608
4764979 $278,085.32 79.57 0.250 0.017 0.483
4764982 $264,812.94 74.70 0.250 0.017 0.583
4764984 $284,477.90 78.54 0.250 0.017 0.233
4764985 $378,664.37 80.00 0.250 0.017 0.233
4764986 $319,750.36 80.00 0.250 0.017 0.233
4764987 $686,190.37 58.44 0.250 0.017 0.483
4764989 $267,576.41 68.72 0.250 0.017 0.183
4764992 $489,679.47 51.58 0.250 0.017 1.108
4764993 $319,542.24 80.00 0.250 0.017 0.683
4764995 $251,628.52 74.12 0.250 0.017 0.533
4764996 $239,639.06 80.00 0.250 0.017 0.433
4764997 $254,501.10 59.28 0.250 0.017 0.233
4764999 $276,084.16 46.08 0.250 0.017 0.433
4765000 $303,551.85 80.00 0.250 0.017 0.533
4765001 $339,440.98 78.79 0.250 0.017 0.000
4765002 $429,313.62 25.29 0.250 0.017 0.133
4765005 $267,600.96 80.00 0.250 0.017 0.483
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4765008 $249,627.76 68.49 0.250 0.017 0.483
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4765016 $395,416.23 80.00 0.250 0.017 0.533
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4765018 $134,697.54 79.94 0.250 0.017 0.483
4765019 $249,791.15 89.99 06 0.250 0.017 0.033
4765021 $250,030.87 80.00 0.250 0.017 0.533
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4765023 $239,653.22 76.19 0.250 0.017 0.633
4765024 $649,022.47 69.52 0.250 0.017 0.433
4765025 $294,547.43 74.68 0.250 0.017 0.333
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4765029 $277,573.50 69.50 0.250 0.017 0.333
4765030 $329,462.73 62.26 0.250 0.017 0.033
4765031 $283,593.74 80.00 0.250 0.017 0.683
4765033 $295,383.38 80.00 0.250 0.017 0.283
4765034 $288,538.69 72.25 0.250 0.017 0.133
4765035 $261,418.83 45.96 0.250 0.017 0.533
4765036 $276,262.67 71.13 0.250 0.017 0.183
4765037 $311,721.03 86.72 0.250 0.017 0.333
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4765041 $237,263.52 80.00 0.250 0.017 0.733
4765042 $67,047.92 80.00 0.250 0.017 0.433
4765043 $351,454.59 80.00 0.250 0.017 0.283
4765044 $230,649.12 65.07 0.250 0.017 0.383
4765046 $279,334.69 67.47 0.250 0.017 0.133
4765047 $255,470.40 80.00 0.250 0.017 0.733
4765048 $275,310.59 80.00 0.250 0.017 0.483
4765049 $309,262.90 72.73 0.250 0.017 0.733
4765050 $569,142.79 42.22 0.250 0.017 0.433
4765051 $278,472.12 89.98 11 0.250 0.017 0.333
4765052 $261,589.98 39.10 0.250 0.017 0.233
4765054 $260,575.07 24.86 0.250 0.017 0.033
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4765061 $279,583.08 60.34 0.250 0.017 0.483
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4765070 $239,639.06 75.00 0.250 0.017 0.433
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4765673 $296,000.00 68.84 0.250 0.017 0.608
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4766501 $233,834.84 72.90 0.250 0.017 0.733
4766522 $289,784.78 81.69 06 0.250 0.017 0.483
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4767098 $323,541.16 90.00 06 0.250 0.017 0.733
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4767501 $244,794.17 74.92 0.250 0.017 0.000
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4774947 $302,281.06 78.98 0.250 0.017 0.608
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6779033 $291,570.94 80.00 0.250 0.017 0.608
6779212 $263,565.94 80.00 0.250 0.017 0.000
6779397 $325,358.36 88.00 16 0.250 0.017 0.483
6779769 $448,958.12 79.80 0.250 0.017 0.358
6780797 $239,834.83 72.73 0.250 0.017 0.858
6781129 $65,755.85 70.00 0.250 0.017 0.983
6781834 $267,075.44 90.00 06 0.250 0.017 0.000
6782442 $308,340.23 80.00 0.250 0.017 0.483
6784221 $264,438.63 80.00 0.250 0.017 0.358
6784742 $278,787.56 80.00 0.250 0.017 0.358
6785154 $290,384.33 77.49 0.250 0.017 0.483
6785156 $467,669.69 80.00 0.250 0.017 0.733
6786055 $299,765.97 76.92 0.250 0.017 0.233
6786671 $266,003.34 90.00 24 0.250 0.017 0.483
6786900 $300,190.05 78.04 0.250 0.017 0.608
6787044 $303,484.34 80.00 0.250 0.017 0.233
6788062 $300,000.00 57.69 0.250 0.017 0.358
6788470 $359,200.00 80.00 0.250 0.017 0.483
6788555 $338,148.86 80.00 0.250 0.017 0.483
6788797 $299,765.97 80.00 0.250 0.017 0.233
6788892 $287,571.18 73.85 0.250 0.017 0.483
6788975 $519,614.08 80.00 0.250 0.017 0.483
6789040 $269,794.55 88.52 17 0.250 0.017 0.358
6789149 $303,879.90 79.94 0.250 0.017 0.608
6789377 $351,462.66 80.00 0.250 0.017 0.358
6789627 $439,681.54 80.00 0.250 0.017 0.608
6789906 $338,842.82 90.00 17 0.250 0.017 0.983
6790054 $229,325.37 90.00 11 0.250 0.017 0.358
6790393 $390,095.45 80.00 0.250 0.017 0.233
6790952 $376,206.30 62.75 0.250 0.017 0.233
6791401 $247,621.44 74.03 0.250 0.017 0.358
6791641 $449,666.03 75.00 0.250 0.017 0.483
6792251 $287,257.74 95.00 24 0.250 0.017 0.233
6792365 $353,743.79 59.00 0.250 0.017 0.608
6792431 $440,000.00 80.00 0.250 0.017 0.733
6792963 $271,803.13 80.00 0.250 0.017 0.608
6793005 $249,627.76 50.00 0.250 0.017 0.483
6793029 $614,708.03 80.00 0.250 0.017 0.108
6793398 $249,814.46 52.08 0.250 0.017 0.483
6793415 $234,631.73 88.68 17 0.250 0.017 0.733
6793645 $190,979.16 75.00 0.250 0.017 0.733
6794298 $258,005.55 80.00 0.250 0.017 0.358
6794351 $276,804.50 65.95 0.250 0.017 0.733
6794356 $567,567.80 80.00 0.250 0.017 0.358
6794507 $255,705.28 79.99 0.250 0.017 0.358
6795202 $289,795.32 46.25 0.250 0.017 0.733
6795241 $259,802.16 80.00 0.250 0.017 0.358
6795932 $395,734.29 80.00 0.250 0.017 0.983
6796111 $259,107.57 76.26 0.250 0.017 0.483
6796308 $349,740.25 78.21 0.250 0.017 0.483
6796850 $375,720.95 80.00 0.250 0.017 0.483
6796974 $495,242.84 80.00 0.250 0.017 0.358
6798545 $459,658.61 80.00 0.250 0.017 0.483
6798574 $245,955.86 55.15 0.250 0.017 0.000
6799918 $234,291.80 94.85 13 0.250 0.017 0.358
6800856 $437,674.94 55.09 0.250 0.017 0.483
6801341 $303,768.33 78.96 0.250 0.017 0.358
6801410 $240,171.63 95.00 13 0.250 0.017 0.483
6801497 $340,614.10 80.00 0.250 0.017 0.483
6801548 $707,474.56 80.00 0.250 0.017 0.483
6801656 $605,072.64 69.12 0.250 0.017 0.733
6801903 $610,894.77 72.00 0.250 0.017 0.483
6802674 $260,862.33 95.00 17 0.250 0.017 0.608
6802730 $799,406.28 66.67 0.250 0.017 0.483
6802927 $288,351.26 75.00 0.250 0.017 0.858
6803031 $332,520.41 80.00 0.250 0.017 0.000
6803276 $367,733.65 80.00 0.250 0.017 0.608
6803346 $384,699.66 70.00 0.250 0.017 0.233
6803520 $296,674.09 90.00 13 0.250 0.017 0.358
6803901 $265,776.53 76.66 0.250 0.017 0.000
6803925 $323,714.21 80.00 0.250 0.017 0.358
6803984 $155,137.63 75.00 0.250 0.017 0.608
6804084 $239,826.30 78.69 0.250 0.017 0.608
6804949 $787,429.67 80.00 0.250 0.017 0.608
6805645 $316,540.32 80.00 0.250 0.017 0.000
6805892 $249,814.46 35.71 0.250 0.017 0.483
6806126 $100,919.23 45.91 0.250 0.017 0.108
6806268 $266,950.00 95.00 11 0.250 0.017 0.983
6806645 $292,288.29 76.97 0.250 0.017 0.608
6807208 $114,412.88 67.55 0.250 0.017 0.358
6807910 $386,705.53 90.00 06 0.250 0.017 0.358
6808444 $273,406.90 80.00 0.250 0.017 0.733
6808723 $235,620.58 90.00 06 0.250 0.017 0.358
6808766 $275,795.17 80.00 0.250 0.017 0.483
6809688 $527,213.85 80.00 0.250 0.017 0.483
6809733 $278,787.71 77.50 0.250 0.017 0.358
6810095 $233,830.64 90.00 17 0.250 0.017 0.608
6810342 $415,491.42 70.00 0.250 0.017 0.483
6810578 $393,507.74 31.50 0.250 0.017 0.483
6810911 $992,474.96 53.78 0.250 0.017 0.358
6811066 $259,797.17 73.45 0.250 0.017 0.233
6811273 $275,784.69 80.00 0.250 0.017 0.233
6812187 $490,635.61 64.95 0.250 0.017 0.483
6813003 $354,550.35 80.00 0.250 0.017 0.108
6813049 $269,059.97 75.00 0.250 0.017 0.733
6813581 $237,827.74 89.98 33 0.250 0.017 0.608
6813689 $275,000.00 31.61 0.250 0.017 0.608
6813824 $108,919.11 66.06 0.250 0.017 0.483
6813892 $292,166.18 66.45 0.250 0.017 0.108
6814078 $251,638.34 80.00 0.250 0.017 0.858
6814196 $243,804.88 80.00 0.250 0.017 0.108
6814208 $263,808.92 80.00 0.250 0.017 0.608
6814780 $288,806.09 48.17 0.250 0.017 0.983
6815521 $286,000.00 80.00 0.250 0.017 0.233
6815748 $724,548.25 80.00 0.250 0.017 0.358
6815851 $244,313.96 75.00 0.250 0.017 0.358
6815976 $356,641.68 69.30 0.250 0.017 0.608
6816224 $364,722.27 57.03 0.250 0.017 0.358
6816725 $301,764.41 79.97 0.250 0.017 0.233
6816911 $494,632.64 33.00 0.250 0.017 0.483
6817348 $391,360.53 70.00 0.250 0.017 0.233
6817970 $375,727.87 80.00 0.250 0.017 0.608
6818007 $516,800.00 80.00 0.250 0.017 0.608
6818405 $305,767.15 90.00 17 0.250 0.017 0.358
6818488 $397,197.54 75.00 0.250 0.017 0.358
6819371 $237,227.77 95.00 01 0.250 0.017 0.358
6819441 $291,788.66 80.00 0.250 0.017 0.608
6819481 $84,694.56 75.00 0.250 0.017 1.108
6819720 $275,300.60 75.48 0.250 0.017 0.608
6819885 $314,242.20 65.52 0.250 0.017 0.000
6820164 $295,769.09 62.98 0.250 0.017 0.233
6820512 $264,808.20 74.23 0.250 0.017 0.608
6821253 $498,806.38 77.52 0.250 0.017 0.358
6821411 $281,678.54 76.22 0.250 0.017 0.483
6822346 $369,798.19 80.00 0.250 0.017 0.483
6823371 $267,790.94 80.00 0.250 0.017 0.233
6823429 $239,907.99 89.99 33 0.250 0.017 0.108
6823697 $371,007.15 75.00 0.250 0.017 1.108
6823803 $251,817.61 80.00 0.250 0.017 0.608
6823851 $349,720.12 63.64 0.250 0.017 0.108
6824139 $699,453.94 46.67 0.250 0.017 0.233
6824179 $257,503.91 79.99 0.250 0.017 0.358
6824433 $299,777.36 75.38 0.250 0.017 0.483
6824540 $274,774.59 49.91 0.250 0.017 0.000
6824853 $253,698.65 76.97 0.250 0.017 0.233
6825190 $523,401.43 71.36 0.250 0.017 0.358
6825234 $284,788.49 76.00 0.250 0.017 0.483
6825410 $499,619.54 53.76 0.250 0.017 0.358
6825582 $344,486.32 50.00 0.250 0.017 0.483
6825621 $365,721.50 73.20 0.250 0.017 0.358
6825708 $253,801.85 79.87 0.250 0.017 0.233
6825771 $499,638.11 74.96 0.250 0.017 0.608
6825988 $344,480.87 73.40 0.250 0.017 0.233
6826046 $273,796.65 78.29 0.250 0.017 0.483
6826332 $261,785.24 80.00 0.250 0.017 0.000
6828005 $549,591.82 55.00 0.250 0.017 0.483
6828364 $363,579.97 79.97 0.250 0.017 0.483
6828492 $259,640.97 80.00 0.250 0.017 0.858
6828942 $299,754.09 62.66 0.250 0.017 0.000
6829163 $239,812.78 80.00 0.250 0.017 0.233
6829870 $255,920.00 80.00 0.250 0.017 0.608
6830240 $251,798.48 70.00 0.250 0.017 0.108
6830437 $243,814.33 80.00 0.250 0.017 0.358
6831011 $278,781.27 80.00 0.250 0.017 0.733
6831239 $507,603.71 80.00 0.250 0.017 0.233
6831251 $251,576.75 95.00 13 0.250 0.017 0.858
6831731 $251,812.98 70.00 0.250 0.017 0.483
6831785 $272,000.00 80.00 0.250 0.017 0.483
6832849 $303,661.43 64.17 0.250 0.017 0.233
6833137 $244,818.17 61.25 0.250 0.017 0.483
6833411 $419,680.41 80.00 0.250 0.017 0.358
6833707 $249,809.77 70.42 0.250 0.017 0.358
6834066 $236,419.96 89.99 17 0.250 0.017 0.358
6834294 $333,346.16 80.00 0.250 0.017 0.358
6834492 $259,807.04 65.00 0.250 0.017 0.483
6834753 $279,687.02 79.99 0.250 0.017 0.358
6835018 $329,496.24 64.71 0.250 0.017 0.358
6835341 $543,616.05 80.00 0.250 0.017 0.733
6835349 $257,318.26 79.23 0.250 0.017 0.733
6835506 $79,944.94 57.14 0.250 0.017 0.858
6835593 $310,974.77 80.00 0.250 0.017 0.608
6836009 $274,950.00 84.99 11 0.250 0.017 0.358
6836044 $264,798.36 69.74 0.250 0.017 0.358
6836168 $233,727.53 90.00 24 0.250 0.017 0.233
6836609 $499,647.11 79.37 0.250 0.017 0.733
6837114 $249,809.77 80.00 0.250 0.017 0.358
6837175 $265,297.98 69.87 0.250 0.017 0.358
6837242 $209,840.20 49.41 0.250 0.017 0.358
6837564 $369,725.41 59.82 0.250 0.017 0.483
6837915 $265,665.69 80.00 0.250 0.017 0.483
6838144 $367,013.47 79.99 0.250 0.017 0.233
6838340 $350,000.00 63.64 0.250 0.017 0.358
6838693 $249,809.77 80.00 0.250 0.017 0.358
6838733 $649,541.24 69.89 0.250 0.017 0.733
6839041 $349,752.97 66.67 0.250 0.017 0.733
6839772 $280,806.61 74.93 0.250 0.017 0.858
6839835 $262,310.01 75.00 0.250 0.017 0.608
6839949 $278,293.32 79.98 0.250 0.017 0.483
6840310 $374,735.32 75.00 0.250 0.017 0.733
6840325 $259,802.16 58.43 0.250 0.017 0.358
6840381 $90,935.77 70.00 0.250 0.017 0.733
6840404 $602,552.49 80.00 0.250 0.017 0.483
6840438 $249,823.55 35.71 0.250 0.017 0.733
6840850 $324,000.00 80.00 0.250 0.017 0.233
6840931 $250,000.00 64.10 0.250 0.017 0.000
6841281 $299,782.87 80.00 0.250 0.017 0.608
6841469 $359,726.07 79.61 0.250 0.017 0.358
6841772 $105,000.00 44.12 0.250 0.017 0.483
6841867 $259,797.17 80.00 0.250 0.017 0.233
6842332 $245,100.00 95.00 01 0.250 0.017 0.983
6842397 $475,628.67 80.00 0.250 0.017 0.233
6842948 $234,816.68 85.45 17 0.250 0.017 0.233
6843170 $381,709.33 58.77 0.250 0.017 0.358
6843171 $334,944.94 80.00 0.250 0.017 0.358
6843323 $331,734.50 80.00 0.250 0.017 0.108
6843460 $271,787.81 80.00 0.250 0.017 0.233
6843937 $403,912.70 76.32 0.250 0.017 0.483
6844266 $307,271.80 75.00 0.250 0.017 0.483
6844354 $495,250.21 79.94 0.250 0.017 0.733
6844651 $279,792.20 80.00 0.250 0.017 0.483
6844923 $277,950.00 80.00 0.250 0.017 0.358
6845097 $213,750.00 75.00 0.250 0.017 0.858
6845870 $599,531.94 42.86 0.250 0.017 0.233
6846848 $590,510.33 80.00 0.250 0.017 0.358
6847293 $646,008.07 64.65 0.250 0.017 0.358
6848619 $294,775.53 79.95 0.250 0.017 0.358
6849025 $999,257.85 64.52 0.250 0.017 0.483
6849357 $251,717.68 88.70 11 0.250 0.017 0.608
6849582 $261,056.11 95.00 17 0.250 0.017 0.483
6849606 $424,000.00 80.00 0.250 0.017 0.358
6849708 $262,532.29 56.68 0.250 0.017 0.608
6850192 $242,306.07 75.08 0.250 0.017 0.108
6850946 $458,176.40 70.00 0.250 0.017 0.733
6852141 $647,506.93 79.80 0.250 0.017 0.358
6852325 $279,797.35 70.00 0.250 0.017 0.608
6852782 $251,655.00 95.00 33 0.250 0.017 0.108
6852880 $299,788.26 75.00 0.250 0.017 0.733
6854127 $272,337.39 79.99 0.250 0.017 0.233
6854267 $310,257.78 90.00 17 0.250 0.017 0.233
6854333 $303,762.85 80.00 0.250 0.017 0.233
6854993 $286,400.00 80.00 0.250 0.017 0.483
6855015 $267,900.00 95.00 33 0.250 0.017 0.608
6855109 $237,305.33 79.99 0.250 0.017 0.000
6856000 $379,703.56 65.74 0.250 0.017 0.233
6857010 $330,000.00 72.53 0.250 0.017 0.483
6857014 $831,817.61 79.29 0.250 0.017 0.000
6857214 $109,926.19 51.16 0.250 0.017 0.983
6857543 $358,919.79 80.00 0.250 0.017 0.233
6857876 $331,727.87 60.14 0.250 0.017 0.000
6859104 $269,701.31 60.67 0.250 0.017 0.358
6859115 $412,340.29 80.00 0.250 0.017 0.000
6859242 $236,000.00 80.00 0.250 0.017 0.483
6859645 $394,114.54 80.00 0.250 0.017 0.608
6860097 $318,950.99 80.00 0.250 0.017 0.233
6860151 $415,713.71 80.00 0.250 0.017 0.858
6860875 $609,547.29 80.00 0.250 0.017 0.483
6861651 $514,108.51 70.00 0.250 0.017 0.358
6861836 $419,688.30 80.00 0.250 0.017 0.483
6862332 $343,500.00 73.87 0.250 0.017 0.483
6863064 $649,505.40 52.00 0.250 0.017 0.358
6863333 $264,798.36 79.10 0.250 0.017 0.358
6863390 $649,453.92 68.26 0.250 0.017 0.000
6863936 $427,000.00 53.37 0.250 0.017 0.000
6864010 $325,358.36 80.00 0.250 0.017 0.483
6864645 $321,533.07 53.65 0.250 0.017 0.483
6864660 $259,821.07 74.29 0.250 0.017 0.858
6865015 $306,000.00 88.44 01 0.250 0.017 0.000
6866568 $839,392.03 80.00 0.250 0.017 0.608
6866779 $448,849.58 73.64 0.250 0.017 0.233
6867690 $311,756.61 80.00 0.250 0.017 0.233
6867946 $460,240.69 70.00 0.250 0.017 0.233
6868453 $376,000.00 80.00 0.250 0.017 0.608
6869144 $91,000.00 70.00 0.250 0.017 0.983
6869321 $259,807.04 80.00 0.250 0.017 0.483
6870539 $384,699.66 45.83 0.250 0.017 0.233
6870705 $253,000.00 43.25 0.250 0.017 0.483
6870810 $346,000.00 80.00 0.250 0.017 0.233
6870838 $295,785.76 80.00 0.250 0.017 0.608
6871174 $259,807.04 78.20 0.250 0.017 0.483
6871760 $323,500.00 78.90 0.250 0.017 0.358
6872106 $250,554.39 85.00 11 0.250 0.017 0.233
6872938 $383,000.00 70.93 0.250 0.017 0.483
6873732 $328,530.49 80.00 0.250 0.017 0.000
6873753 $359,632.91 90.00 33 0.250 0.017 0.483
6873775 $403,676.93 80.00 0.250 0.017 0.108
6873838 $399,672.12 66.67 0.250 0.017 0.000
6874257 $319,779.78 67.37 0.250 0.017 0.858
6874574 $363,729.86 80.00 0.250 0.017 0.483
6874690 $649,492.93 68.78 0.250 0.017 0.233
6874807 $296,174.46 79.99 0.250 0.017 0.358
6875069 $369,911.21 84.99 17 0.250 0.017 0.233
6875070 $294,325.88 80.00 0.250 0.017 0.358
6876519 $379,181.18 79.99 0.250 0.017 0.000
6877293 $293,787.22 93.63 12 0.250 0.017 0.608
6877742 $249,823.55 76.92 0.250 0.017 0.733
6878030 $295,763.29 69.48 0.250 0.017 0.108
6878362 $272,000.00 80.00 0.250 0.017 0.483
6878690 411694.24 77.74 0.250 0.017 0.483
6878830 $296,000.00 80.00 0.250 0.017 0.358
6878951 400000 88.88 12 0.250 0.017 0.108
6878975 330292.14 79.99 0.250 0.017 0.233
6878984 321150 79.99 0.250 0.017 0.000
6879331 443670.49 80.00 0.250 0.017 0.483
6879333 273816.15 74.05 0.250 0.017 0.983
6881896 436000 72.67 0.250 0.017 0.358
6882525 194925 75.00 0.250 0.017 0.483
6883199 381150 89.68 6 0.250 0.017 0.608
6884379 302200 74.62 0.250 0.017 0.233
6884961 246500 85.00 6 0.250 0.017 0.233
6885303 243809.66 80.00 0.250 0.017 0.233
6886638 249814.46 50.61 0.250 0.017 0.483
6888345 649492.93 72.30 0.250 0.017 0.233
6888349 243577.97 74.31 0.250 0.017 0.733
6888430 243818.92 80.00 0.250 0.017 0.483
6889354 499664.51 69.93 0.250 0.017 0.983
6889640 45469.47 70.00 0.250 0.017 0.983
6889981 297600 80.00 0.250 0.017 0.358
6890218 258530 54.43 0.250 0.017 0.233
6890702 330000 60.00 0.250 0.017 0.483
6891132 280000 70.00 0.250 0.017 0.000
6891855 350000 44.59 0.250 0.017 0.233
6892020 304879.18 70.95 0.250 0.017 0.608
6892413 255200 80.00 0.250 0.017 0.483
6893521 296000 80.00 0.250 0.017 0.733
6894324 282185.11 80.00 0.250 0.017 0.358
6895054 395683.32 68.87 0.250 0.017 0.108
6898791 250000 80.00 0.250 0.017 0.358
6901542 265050 95.00 6 0.250 0.017 1.108
6910854 416227.55 70.00 0.250 0.017 1.108
6911865 323000 68.00 0.250 0.017 0.483
6918444 293760 80.00 0.250 0.017 0.233
6920205 424000 80.00 0.250 0.017 0.358
6921873 174876.49 70.00 0.250 0.017 0.733
6924821 379500 80.00 0.250 0.017 0.000
</TABLE>
$632,832,332.74
<PAGE>
EXHIBIT F-3
[Schedule of Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-15 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4561260 BROOKLYN NY 11223 SFD 7.625 6.750 $2,123.39 360 1-Jan-27
4569756 SAG HARBOR NY 11963 SFD 8.250 6.750 $1,727.92 360 1-Mar-27
4571780 GREENPORT NY 11944 SFD 8.500 6.750 $1,968.42 360 1-Apr-27
4652955 GARDEN CITY NY 11530 SFD 7.750 6.750 $2,328.34 360 1-Dec-27
4699442 FAIRFIELD CT 06430 SFD 7.250 6.750 $2,967.47 360 1-Apr-28
4701431 BETTENDORF IA 52722 SFD 7.375 6.750 $1,899.36 360 1-Apr-28
4702420 ORONO MN 55356 SFD 7.250 6.750 $2,152.27 360 1-Mar-28
4702504 FISHERS IN 46038 SFD 7.750 6.750 $2,848.46 360 1-Apr-28
4705245 DEERFIELD BEACH FL 33441 SFD 7.750 6.750 $1,570.02 360 1-Dec-27
4708727 FAIRFIELD CT 06430 SFD 7.375 6.750 $2,935.37 360 1-Apr-28
4708959 WESTFIELD IN 46074 SFD 7.625 6.750 $1,741.53 360 1-Jan-28
4709626 PALO ALTO CA 94301 SFD 7.625 6.750 $3,935.33 360 1-Jan-28
4709821 GOLDEN CO 80401 SFD 7.875 6.750 $2,363.73 360 1-Jan-28
4709901 CARMEL IN 46032 SFD 7.625 6.750 $2,293.26 360 1-Jan-28
4710211 EASTON CT 06612 SFD 7.375 6.750 $2,106.56 360 1-May-28
4711605 SALISBURY CT 06068 SFD 7.500 6.750 $3,845.68 360 1-May-28
4711619 WESTPORT CT 06880 SFD 7.000 6.733 $2,627.95 360 1-Apr-28
4711879 MONROE CT 06468 SFD 7.000 6.733 $1,603.38 360 1-Apr-28
4712365 GRIDLEY CA 95948 SFD 8.500 6.750 $1,763.89 360 1-Aug-27
4712389 GLENWOOD MD 21738 SFD 7.500 6.750 $2,733.93 360 1-Jan-28
4713347 FOUNTAIN HILLS AZ 85268 SFD 7.625 6.750 $2,057.21 360 1-Jan-28
4713631 WILTON CT 06897 SFD 7.500 6.750 $3,146.47 360 1-May-28
4713791 ANNAPOLIS MD 21043 LCO 7.625 6.750 $2,338.56 300 1-Jan-23
4721473 MIDDLEBURY CT 06762 SFD 7.125 6.750 $2,459.08 360 1-May-28
4722381 STAMFORD CT 06903 SFD 7.625 6.750 $4,926.25 360 1-May-28
4723405 TULSA OK 74105 SFD 7.250 6.750 $1,785.94 360 1-May-28
4724885 WEST DES MOINES IA 50265 SFD 7.500 6.750 $2,247.97 360 1-Apr-28
4726603 TULSA OK 74137 SFD 7.500 6.750 $2,027.73 360 1-May-28
4726731 SCOTTSDALE AZ 85259 SFD 7.000 6.733 $2,762.34 360 1-Mar-28
4727360 RAPIDS CITY IL 61278 SFD 7.500 6.750 $2,775.88 360 1-May-28
4728426 ST.PAUL MN 55105 SFD 7.500 6.750 $3,146.47 360 1-May-28
4729857 FT. WRIGHT KY 41017 SFD 7.625 6.750 $1,808.96 360 1-May-28
4730680 BROOKFIELD CT 06804 SFD 7.000 6.733 $2,235.42 360 1-May-28
4730702 RIDGEFIELD CT 06877 SFD 7.000 6.733 $1,610.04 360 1-May-28
4730706 WESTPORT CT 06880 SFD 7.250 6.750 $3,342.67 360 1-May-28
4730711 GREENWICH CT 06807 SFD 7.000 6.733 $2,128.97 360 1-May-28
4731928 RANDOLPH NJ 07869 SFD 7.500 6.750 $2,155.68 360 1-May-28
4731941 VADNAIS HEIGHTS MN 55127 SFD 7.500 6.750 $2,734.28 360 1-May-28
4732224 NASHVILLE TN 37215 SFD 7.250 6.750 $2,728.71 360 1-Feb-28
4732468 PORT CHARLOTTE FL 33952 SFD 7.500 6.750 $3,104.51 360 1-Feb-28
4732585 GAINESVILLE GA 30506 SFD 7.375 6.750 $1,830.29 360 1-Dec-27
4732646 ORMOND BEACH FL 32174 SFD 7.750 6.750 $1,902.79 360 1-Feb-28
4733857 BIRMINGHAM AL 35235 SFD 7.500 6.750 $279.69 360 1-Feb-28
4736262 RIDGEFIELD CT 06877 SFD 7.500 6.750 $2,083.66 360 1-May-28
4736417 EATONTON GA 31024 SFD 7.250 6.750 $2,046.53 360 1-May-28
4736584 WYCKOFF NJ 07481 SFD 6.875 6.608 $2,135.02 360 1-May-28
4736900 BURKE VA 22015 SFD 7.500 6.750 $1,660.64 360 1-Mar-28
4736927 DELAPANE VA 20144 MF2 7.750 6.750 $2,177.90 360 1-Dec-27
4736959 OKLAHOMA CITY OK 73142 SFD 7.625 6.750 $1,783.65 360 1-May-28
4737401 HAGERSTOWN MD 21742 SFD 7.500 6.750 $1,685.11 360 1-Mar-28
4738372 RESTON VA 20194 SFD 7.625 6.750 $2,474.45 360 1-Mar-28
4739627 KINGSVILLE MD 21087 SFD 7.625 6.750 $1,955.64 360 1-Feb-28
4740022 EDGEWATER MD 21037 SFD 6.875 6.608 $1,878.82 360 1-Mar-28
4740111 BRANCHBURG NJ 08876 SFD 7.750 6.750 $2,242.38 360 1-Feb-28
4740426 PLAINFIELD IN 46168 SFD 7.375 6.750 $2,403.55 360 1-Feb-28
4740506 CENTREVILLE VA 22020 SFD 7.625 6.750 $1,993.51 360 1-Jan-28
4740512 FAIRFAX STATION VA 22039 SFD 7.500 6.750 $2,041.01 360 1-Mar-28
4740559 EVERGREEN CO 80439 SFD 7.500 6.750 $2,595.83 360 1-Mar-28
4740570 SCOTTSDALE AZ 85262 SFD 7.375 6.750 $2,072.03 360 1-Feb-28
4740613 SAN DIEGO CA 92130 SFD 7.500 6.750 $2,650.02 360 1-Mar-28
4740617 SCOTTS VALLEY CA 95066 SFD 7.625 6.750 $1,790.72 360 1-Feb-28
4740644 LITTLETON CO 80124 SFD 7.375 6.750 $2,527.87 360 1-Feb-28
4740647 ALPHARETTA GA 30004 SFD 7.875 6.750 $2,374.60 360 1-Mar-28
4740787 MT AIRY MD 21771 SFD 7.375 6.750 $1,701.48 360 1-Feb-28
4740862 SCOTTSDALE AZ 85259 SFD 7.875 6.750 $1,707.18 360 1-Feb-28
4741883 NASHVILLE TN 37204 SFD 7.375 6.750 $2,382.83 360 1-Mar-28
4742796 PARKTON MD 21120 SFD 7.625 6.750 $1,815.50 360 1-Mar-28
4742922 FREMONT CA 94539 SFD 7.625 6.750 $1,705.79 360 1-Mar-28
4742936 LONETREE CO 80124 SFD 7.625 6.750 $2,421.37 360 1-Nov-27
4742942 KNOXVILLE TN 37922 SFD 7.375 6.750 $2,417.36 360 1-Mar-28
4743540 SANTA ROSA CA 95409 SFD 8.000 6.750 $1,995.84 360 1-Mar-28
4744992 BURLINGAME CA 94010 SFD 7.625 6.750 $3,708.84 360 1-Mar-28
4745495 HAMDEN CT 06518 SFD 7.500 6.750 $2,552.14 360 1-May-28
4746328 PARADISE VALLEY AZ 85253 SFD 7.750 6.750 $2,543.27 360 1-Nov-27
4746473 GREAT FALLS MT 59404 SFD 7.250 6.750 $2,592.28 360 1-May-28
4746927 LA CANADA FLINTRIDGE CA 91011 SFD 7.125 6.750 $2,802.67 360 1-Mar-28
4748508 RALEIGH NC 27605 SFD 7.125 6.750 $1,967.26 360 1-Mar-28
4748514 SUWANEE GA 30174 SFD 7.250 6.750 $2,101.10 360 1-Mar-28
4748560 DULUTH GA 30096 SFD 7.250 6.750 $4,093.06 360 1-Mar-28
4748690 BERKLEY LAKE GA 30136 SFD 7.875 6.750 $2,085.30 360 1-Feb-28
4748922 OMAHA NE 68114 SFD 7.625 6.750 $2,243.71 360 1-Apr-28
4749013 RALEIGH NC 27615 PUD 6.875 6.608 $2,364.94 360 1-Mar-28
4749337 ALPHARETTA GA 30004 SFD 7.750 6.750 $2,299.68 360 1-Mar-28
4751063 TUCSON AZ 85718 SFD 7.625 6.750 $1,613.77 360 1-Jan-28
4751427 MORTON GROVE IL 60053 SFD 7.750 6.750 $2,507.45 360 1-Dec-27
4751429 SCOTTSDALE AZ 85259 SFD 7.500 6.750 $2,545.15 360 1-Mar-28
4751497 GLENDALE AZ 85308 SFD 7.750 6.750 $1,809.66 360 1-Jan-28
4751518 YUKON OK 73099 SFD 7.875 6.750 $2,223.25 348 1-Feb-27
4751557 BEAVERCREEK OH 45434 SFD 7.625 6.750 $2,415.35 360 1-Jan-28
4751653 SHREVEPORT LA 71106 SFD 7.375 6.750 $1,581.65 360 1-Dec-27
4751875 SCOTTSDALE AZ 85251 SFD 7.500 6.750 $2,013.74 360 1-Feb-28
4751928 LOUISVILLE KY 40207 SFD 7.875 6.750 $1,848.93 360 1-Dec-27
4751984 CUMMING GA 30041 SFD 7.125 6.750 $2,469.85 360 1-Mar-28
4752004 LAGRANGE IL 60525 SFD 7.625 6.750 $1,631.47 360 1-Dec-27
4752052 INDIANAPOLIS IN 46217 SFD 7.375 6.750 $1,643.81 360 1-Feb-28
4752231 SUGARLAND TX 77479 SFD 7.375 6.750 $2,565.86 348 1-Jan-27
4752264 SONOITA AZ 85637 SFD 7.750 6.750 $1,962.29 348 1-Feb-27
4752335 FLAGSTAFF AZ 86004 SFD 7.375 6.750 $1,764.68 360 1-Mar-28
4752347 NEW ORLEANS LA 70124 SFD 7.750 6.750 $2,516.04 360 1-Dec-27
4752356 FOUNTAIN HILLS AZ 85268 SFD 7.875 6.750 $3,132.30 360 1-Dec-27
4752361 CARMEL IN 46033 SFD 7.375 6.750 $1,784.71 360 1-Nov-27
4752379 CAMBRIDGE CITY IN 47327 SFD 7.750 6.750 $1,862.68 360 1-Dec-27
4752387 PHOENIX AZ 85028 SFD 7.875 6.750 $3,117.80 360 1-Jan-28
4752399 SCOTTSDALE AZ 85254 SFD 7.500 6.750 $1,660.64 360 1-Mar-28
4752457 OAK POINT TX 75068 SFD 7.750 6.750 $2,109.01 348 1-Dec-26
4752463 TUCSON AZ 85718 SFD 7.500 6.750 $2,502.49 360 1-Dec-27
4752495 BATH TOWNSHIP OH 44333 LCO 7.500 6.750 $2,013.74 360 1-May-28
4752694 WIMBERLEY TX 78676 SFD 7.625 6.750 $3,121.38 360 1-Dec-27
4752703 MANDEVILLE LA 70471 SFD 7.625 6.750 $2,010.14 360 1-Nov-27
4752716 BEAVERCREEK OH 45430 SFD 7.750 6.750 $2,041.78 360 1-Jan-28
4752723 SCOTTSDALE AZ 85259 SFD 7.750 6.750 $2,065.42 360 1-Dec-27
4752763 PHOENIX AZ 85048 SFD 7.750 6.750 $1,804.65 360 1-Dec-27
4752782 GLENVIEW IL 60025 SFD 7.625 6.750 $2,208.32 360 1-Dec-27
4752787 BLOOMINGTON IL 61704 SFD 7.875 6.750 $1,815.38 360 1-Jan-28
4752811 WESTERVILLE OH 43082 SFD 8.000 6.750 $2,071.85 348 1-Dec-26
4752825 PHOENIX AZ 85048 SFD 7.625 6.750 $1,641.38 360 1-Dec-27
4752830 AUSTIN TX 78733 SFD 7.625 6.750 $1,949.27 360 1-Jan-28
4752847 FLAGSTAFF AZ 86001 SFD 7.500 6.750 $2,636.04 360 1-Dec-27
4752875 SCOTTSDALE AZ 85262 SFD 7.750 6.750 $2,034.62 360 1-Dec-27
4753073 SCOTTSDALE AZ 85258 SFD 7.250 6.750 $1,555.37 360 1-Nov-27
4753081 KENILWORTH IL 60043 SFD 7.500 6.750 $2,754.91 360 1-Dec-27
4753091 SCOTTSDALE AZ 85258 SFD 7.625 6.750 $2,176.47 360 1-Dec-27
4753094 GREENWOOD IN 46143 SFD 7.750 6.750 $2,715.21 360 1-Jan-28
4753097 POWELL OH 43065 SFD 7.500 6.750 $2,195.54 360 1-Mar-28
4753101 SCOTTSDALE AZ 85258 SFD 7.500 6.750 $1,748.04 360 1-Feb-28
4753107 MOORESVILLE NC 28115 SFD 7.500 6.750 $2,447.25 360 1-Mar-28
4753126 WESTLAKE OH 44145 SFD 7.250 6.750 $1,896.91 240 1-Feb-18
4753147 PHOENIX AZ 85018 SFD 7.750 6.750 $1,826.86 360 1-Nov-27
4753149 COLUMBUS OH 43221 SFD 7.125 6.733 $2,176.12 360 1-Mar-28
4753159 CAVE CREEK AZ 85327 SFD 7.625 6.750 $2,264.94 360 1-Mar-28
4753161 SCOTTSDALE AZ 85258 SFD 8.000 6.750 $1,951.09 360 1-Nov-27
4753187 MONROE LA 71201 SFD 7.250 6.750 $2,626.38 360 1-Mar-28
4753194 DRAPER UT 84020 SFD 7.125 6.733 $2,694.88 360 1-Feb-28
4753200 TUCSON AZ 85739 SFD 7.500 6.750 $1,784.75 360 1-Jan-28
4753226 PHOENIX AZ 85012 SFD 7.500 6.750 $2,517.18 360 1-Feb-28
4753235 SCOTTSDALE AZ 85258 SFD 7.000 6.608 $3,047.09 360 1-Mar-28
4753238 ST GEORGE UT 84770 SFD 7.500 6.750 $2,021.43 360 1-Feb-28
4753261 FENTON MI 48430 SFD 7.000 6.608 $1,746.42 360 1-Mar-28
4753280 LITCHFIELD PARK AZ 85340 SFD 7.500 6.750 $1,880.89 360 1-Jan-28
4753314 TONTO VERDE AZ 85263 SFD 7.750 6.750 $2,695.16 348 1-Dec-26
4753320 ROCKFORD IL 61103 SFD 7.375 6.750 $3,349.78 360 1-Jan-28
4753335 NASHVILLE TN 37205 SFD 7.250 6.750 $1,964.67 360 1-Feb-28
4753347 MONUMENT CO 80132 SFD 7.625 6.750 $2,222.30 348 1-Jul-26
4753362 TUCSON AZ 85711 SFD 7.500 6.750 $1,812.37 360 1-Jan-28
4753432 PHOENIX AZ 85048 SFD 7.750 6.750 $2,223.75 360 1-Nov-27
4753475 PEPPER PIKE OH 44124 SFD 7.500 6.750 $1,748.04 360 1-Mar-28
4753510 FORT COLLINS CO 80524 SFD 7.500 6.750 $2,342.37 360 1-Jan-28
4753543 RUSTON LA 71270 SFD 7.375 6.750 $2,169.42 360 1-Mar-28
4753632 PHOENIX AZ 85022 SFD 7.500 6.750 $2,125.62 360 1-Dec-27
4753639 SCOTTSDALE AZ 85259 SFD 7.750 6.750 $2,020.29 360 1-Mar-28
4753641 SCOTTSDALE AZ 85259 SFD 7.625 6.750 $1,925.20 360 1-Dec-27
4753649 PARADISE VALLEY AZ 85253 SFD 7.750 6.750 $3,152.22 360 1-Feb-28
4753678 INDIANAPOLIS IN 46260 SFD 7.750 6.750 $2,077.60 360 1-Dec-27
4753684 SCOTTSDALE AZ 85259 SFD 7.875 6.750 $2,059.56 360 1-Mar-28
4753710 SCHAUMBURG IL 60173 SFD 7.750 6.750 $1,869.84 360 1-Jan-28
4753713 LOCKPORT IL 60441 SFD 7.250 6.750 $2,686.07 360 1-Mar-28
4753953 FOUNTAIN HILLS AZ 85268 SFD 7.500 6.750 $2,154.28 360 1-Nov-27
4753962 MESA AZ 85207 SFD 7.875 6.750 $1,649.54 360 1-Nov-27
4753996 SCOTTSDALE AZ 85260 SFD 7.375 6.750 $2,762.71 360 1-Jan-28
4754592 TULSA OK 74137 SFD 7.500 6.750 $1,641.06 360 1-May-28
4755067 CHAPIN SC 29036 SFD 7.375 6.750 $2,735.08 360 1-Mar-28
4756856 TULSA OK 74137 SFD 7.375 6.750 $1,676.27 360 1-May-28
4756873 LEXINGTON SC 29072 SFD 7.250 6.750 $1,671.34 360 1-May-28
4757886 RICHMOND IN 47374 SFD 7.625 6.750 $2,937.35 360 1-Apr-28
4758292 WEATHERBY LAKE MO 64152 SFD 7.375 6.750 $1,823.38 360 1-May-28
4765520 PONTE VEDRA BEACH FL 32082 SFD 7.250 6.750 $2,050.62 360 1-Mar-28
4765537 LOUISVILLE KY 40241 SFD 7.250 6.750 $2,251.18 360 1-Mar-28
4765549 WINTER HAVEN FL 33884 SFD 6.875 6.608 $3,527.71 360 1-Mar-28
4765563 POMPANO BEACH FL 33062 SFD 7.250 6.750 $2,046.53 360 1-Mar-28
4765577 NASHVILLE TN 37205 SFD 7.500 6.750 $3,496.08 360 1-Mar-28
4765602 ATHENS GA 30606 SFD 7.125 6.750 $1,812.30 360 1-Mar-28
4765607 CRESTWOOD KY 40014 SFD 7.250 6.750 $1,910.09 360 1-Apr-28
4765618 ATLANTA GA 30342 SFD 7.625 6.750 $2,441.89 360 1-Mar-28
4765629 RALEIGH NC 27614 PUD 7.250 6.750 $1,749.79 360 1-Mar-28
4765639 BALTIMORE MD 21286 SFD 7.250 6.750 $1,657.69 360 1-Mar-28
4765656 NASHVILLE TN 37205 SFD 6.625 6.358 $1,843.78 360 1-Mar-28
4765663 NASHVILLE TN 37205 SFD 7.125 6.750 $2,027.90 360 1-Apr-28
4765692 KNOXVILLE TN 37922 SFD 7.500 6.750 $1,957.80 360 1-Mar-28
4765704 ATLANTA GA 30307 SFD 7.125 6.750 $2,434.15 360 1-Mar-28
4765741 ATLANTA GA 30331 SFD 7.250 6.750 $1,657.69 360 1-Mar-28
4765832 ATLANTA GA 30305 SFD 6.875 6.608 $3,172.97 360 1-Mar-28
4765865 RALEIGH NC 27612 SFD 7.125 6.750 $1,712.59 360 1-Mar-28
4765885 SANFORD FL 32771 PUD 7.375 6.750 $2,775.57 354 1-Apr-27
4765894 SAINT GEORGE ISLAND FL 32328 SFD 7.500 6.750 $1,492.47 360 1-Mar-28
4765910 WAKE FOREST NC 27587 SFD 6.875 6.608 $1,891.95 360 1-Mar-28
4765960 NASHVILLE TN 37221 SFD 6.750 6.483 $1,823.86 360 1-Mar-28
4765964 OCALA FL 34480 SFD 7.375 6.750 $2,010.56 360 1-May-28
4765967 KNOXVILLE TN 37919 SFD 7.500 6.750 $2,657.02 360 1-Mar-28
4765972 PONTE VEDRA BEACH FL 32082 SFD 7.375 6.750 $2,215.69 360 1-Dec-27
4765979 ORLANDO FL 32819 SFD 7.250 6.750 $2,150.22 360 1-Apr-28
4765984 SAVANNAH GA 31411 SFD 7.125 6.750 $1,697.77 360 1-Mar-28
4765991 OLD HICKORY TN 37138 SFD 7.250 6.750 $1,869.17 360 1-Mar-28
4765997 KNOXVILLE TN 37932 SFD 7.000 6.733 $2,476.30 240 1-Mar-18
4766004 SAINT SIMONS ISLAND GA 31522 SFD 7.625 6.750 $1,946.43 360 1-Mar-28
4766008 EATONTON GA 31024 SFD 7.125 6.750 $1,798.83 360 1-Mar-28
4766081 KNOXVILLE TN 37922 SFD 6.875 6.608 $1,625.90 360 1-Mar-28
4766082 COCOA FL 32922 SFD 7.250 6.750 $2,899.25 360 1-Feb-28
4766085 PONTE VEDRA BEACH FL 32082 SFD 6.875 6.608 $2,438.85 360 1-Mar-28
4766086 ATLANTA GA 30319 SFD 7.125 6.750 $2,694.88 360 1-Mar-28
4766092 MARIETTA GA 30062 SFD 7.125 6.750 $1,819.04 360 1-Mar-28
4766094 MC LEAN VA 22102 SFD 7.000 6.733 $2,128.97 360 1-Mar-28
4766098 TAKOMA PARK MD 20912 SFD 7.250 6.750 $1,875.99 360 1-Mar-28
4766099 UPPER MARLBORO MD 20772 SFD 7.250 6.750 $2,455.84 360 1-Mar-28
4766104 WASHINGTON TOWNSHIP MI 48094 SFD 6.750 6.483 $2,529.53 360 1-Mar-28
4766106 LEBANON OH 45036 SFD 7.250 6.750 $1,603.12 360 1-Mar-28
4766115 VENICE FL 34292 PUD 7.875 6.750 $1,740.17 360 1-Mar-28
4766120 LOVELAND OH 45140 SFD 7.375 6.750 $1,794.72 360 1-Mar-28
4766123 BOCA RATON FL 33431 SFD 7.375 6.750 $2,199.11 360 1-Mar-28
4766129 JACKSONVILLE FL 32207 SFD 7.375 6.750 $2,728.17 360 1-Mar-28
4766134 HERNDON VA 20170 SFD 7.250 6.750 $2,353.51 360 1-Feb-28
4766147 MASON OH 45040 SFD 7.375 6.750 $1,933.55 360 1-Mar-28
4766155 GERMANTOWN MD 20876 SFD 7.000 6.733 $1,636.65 360 1-Mar-28
4766162 FT LAUDERDALE FL 33305 SFD 7.375 6.750 $3,453.38 360 1-Mar-28
4766172 VIENNA VA 22181 SFD 7.250 6.750 $2,026.07 360 1-Mar-28
4766180 PURCELLVILLE VA 20132 SFD 7.250 6.750 $1,712.27 360 1-Mar-28
4766187 LONGBOAT KEY FL 34228 SFD 7.375 6.750 $1,795.76 360 1-Mar-28
4766195 PALM BEACH GARDENS FL 33418 SFD 6.500 6.233 $1,719.23 360 1-Mar-28
4766200 MARIETTA GA 30068 SFD 6.875 6.608 $1,675.17 360 1-Feb-28
4766207 ATLANTA GA 30328 SFD 7.125 6.750 $2,398.44 360 1-Mar-28
4766211 DAVIE FL 33324 SFD 7.375 6.750 $2,900.84 360 1-Mar-28
4766237 VIENNA VA 22180 SFD 7.250 6.750 $1,637.23 360 1-Mar-28
4766243 MESA AZ 85213 SFD 7.000 6.733 $1,610.70 360 1-Mar-28
4766251 ROCKVILLE MD 20850 SFD 7.250 6.750 $2,032.89 360 1-Mar-28
4766257 ORMOND BEACH FL 32174 SFD 7.375 6.750 $2,210.16 360 1-Mar-28
4766269 JACKSONVILLE FL 32223 SFD 7.375 6.750 $2,309.62 360 1-Mar-28
4766282 BOCA RATON FL 33434 SFD 7.375 6.750 $1,766.06 360 1-Feb-28
4766303 COLUMBIA SC 29212 SFD 7.375 6.750 $1,864.83 360 1-Mar-28
4766320 CUMMING GA 30130 SFD 7.000 6.733 $2,075.08 360 1-Mar-28
4766343 JACKSONVILLE FL 32256 SFD 7.250 6.750 $1,827.89 360 1-Mar-28
4766356 UNIVERSITY PARK FL 34201 SFD 7.375 6.750 $1,671.43 360 1-Mar-28
4766453 BRENTWOOD TN 37027 SFD 7.125 6.750 $1,568.42 360 1-Feb-28
4766462 ATLANTA GA 30327 SFD 7.000 6.733 $2,045.81 360 1-Feb-28
4766467 ATLANTA GA 30350 SFD 7.250 6.750 $2,285.29 360 1-Mar-28
4766510 GAINESVILLE FL 32608 SFD 7.375 6.750 $2,011.25 360 1-Mar-28
4766539 LOUISVILLE KY 40207 SFD 7.500 6.750 $2,321.39 360 1-Mar-28
4766547 FAYETTEVILLE GA 30215 SFD 7.125 6.750 $3,788.85 240 1-Mar-18
4766563 POTOMAC MD 20854 SFD 6.750 6.483 $1,945.80 360 1-Mar-28
4766582 NASHVILLE TN 37220 SFD 7.375 6.750 $1,930.44 360 1-Feb-28
4766597 TALLAHASSEE FL 32312 SFD 7.375 6.750 $3,080.15 240 1-Apr-18
4766612 EMERALD ISLE NC 28594 SFD 7.375 6.750 $1,740.50 360 1-Mar-28
4766996 MORRISTOWN NJ 07960 SFD 7.250 6.750 $1,860.98 360 1-Aug-27
4766999 ZIONSVILLE IN 46077 SFD 6.875 6.608 $1,970.79 360 1-Mar-28
4767035 BOCA RATON FL 33431 SFD 6.750 6.483 $2,594.40 360 1-Mar-28
4770711 POMPANO BEACH FL 33064 SFD 8.125 6.750 $408.37 360 1-Feb-28
4770754 LANDRUM SC 29356 SFD 7.375 6.750 $3,185.74 360 1-Feb-28
4770761 RALEIGH NC 27612 SFD 6.875 6.608 $2,299.25 360 1-Mar-28
4770795 ROSWELL GA 30075 SFD 7.250 6.750 $1,705.44 360 1-Mar-28
4770869 BETHESDA MD 20816 SFD 7.375 6.750 $2,641.84 360 1-Apr-28
4770885 ATLANTA GA 30339 SFD 6.625 6.358 $2,317.93 360 1-Mar-28
4770901 NAPLES FL 34110 SFD 7.750 6.750 $2,480.10 360 1-Mar-28
4771196 PONTE VEDRA BEACH FL 32224 PUD 7.125 6.750 $1,715.29 360 1-Apr-28
4775970 DAYTON OH 45459 SFD 7.625 6.750 $2,123.39 360 1-Apr-28
</TABLE>
COUNT: 252
WAC: 7.407915372
WAM: 353.5804558
WALTV: 74.38558737
<PAGE>
NASCOR
NMI / 1998-15 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL SCHEDULED
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO MATURITY
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY DATE
- ------ ---- ----- ---- ---- ---- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4561260 BROOKLYN NY 11223 SFD 7.625 6.750 $2,123.39 360 1-Jan-27
4569756 SAG HARBOR NY 11963 SFD 8.250 6.750 $1,727.92 360 1-Mar-27
4571780 GREENPORT NY 11944 SFD 8.500 6.750 $1,968.42 360 1-Apr-27
4652955 GARDEN CITY NY 11530 SFD 7.750 6.750 $2,328.34 360 1-Dec-27
4699442 FAIRFIELD CT 06430 SFD 7.250 6.750 $2,967.47 360 1-Apr-28
4701431 BETTENDORF IA 52722 SFD 7.375 6.750 $1,899.36 360 1-Apr-28
4702420 ORONO MN 55356 SFD 7.250 6.750 $2,152.27 360 1-Mar-28
4702504 FISHERS IN 46038 SFD 7.750 6.750 $2,848.46 360 1-Apr-28
4705245 DEERFIELD BEACH FL 33441 SFD 7.750 6.750 $1,570.02 360 1-Dec-27
4708727 FAIRFIELD CT 06430 SFD 7.375 6.750 $2,935.37 360 1-Apr-28
4708959 WESTFIELD IN 46074 SFD 7.625 6.750 $1,741.53 360 1-Jan-28
4709626 PALO ALTO CA 94301 SFD 7.625 6.750 $3,935.33 360 1-Jan-28
4709821 GOLDEN CO 80401 SFD 7.875 6.750 $2,363.73 360 1-Jan-28
4709901 CARMEL IN 46032 SFD 7.625 6.750 $2,293.26 360 1-Jan-28
4710211 EASTON CT 06612 SFD 7.375 6.750 $2,106.56 360 1-May-28
4711605 SALISBURY CT 06068 SFD 7.500 6.750 $3,845.68 360 1-May-28
4711619 WESTPORT CT 06880 SFD 7.000 6.733 $2,627.95 360 1-Apr-28
4711879 MONROE CT 06468 SFD 7.000 6.733 $1,603.38 360 1-Apr-28
4712365 GRIDLEY CA 95948 SFD 8.500 6.750 $1,763.89 360 1-Aug-27
4712389 GLENWOOD MD 21738 SFD 7.500 6.750 $2,733.93 360 1-Jan-28
4713347 FOUNTAIN HILLS AZ 85268 SFD 7.625 6.750 $2,057.21 360 1-Jan-28
4713631 WILTON CT 06897 SFD 7.500 6.750 $3,146.47 360 1-May-28
4713791 ANNAPOLIS MD 21043 LCO 7.625 6.750 $2,338.56 300 1-Jan-23
4721473 MIDDLEBURY CT 06762 SFD 7.125 6.750 $2,459.08 360 1-May-28
4722381 STAMFORD CT 06903 SFD 7.625 6.750 $4,926.25 360 1-May-28
4723405 TULSA OK 74105 SFD 7.250 6.750 $1,785.94 360 1-May-28
4724885 WEST DES MOINES IA 50265 SFD 7.500 6.750 $2,247.97 360 1-Apr-28
4726603 TULSA OK 74137 SFD 7.500 6.750 $2,027.73 360 1-May-28
4726731 SCOTTSDALE AZ 85259 SFD 7.000 6.733 $2,762.34 360 1-Mar-28
4727360 RAPIDS CITY IL 61278 SFD 7.500 6.750 $2,775.88 360 1-May-28
4728426 ST.PAUL MN 55105 SFD 7.500 6.750 $3,146.47 360 1-May-28
4729857 FT. WRIGHT KY 41017 SFD 7.625 6.750 $1,808.96 360 1-May-28
4730680 BROOKFIELD CT 06804 SFD 7.000 6.733 $2,235.42 360 1-May-28
4730702 RIDGEFIELD CT 06877 SFD 7.000 6.733 $1,610.04 360 1-May-28
4730706 WESTPORT CT 06880 SFD 7.250 6.750 $3,342.67 360 1-May-28
4730711 GREENWICH CT 06807 SFD 7.000 6.733 $2,128.97 360 1-May-28
4731928 RANDOLPH NJ 07869 SFD 7.500 6.750 $2,155.68 360 1-May-28
4731941 VADNAIS HEIGHTS MN 55127 SFD 7.500 6.750 $2,734.28 360 1-May-28
4732224 NASHVILLE TN 37215 SFD 7.250 6.750 $2,728.71 360 1-Feb-28
4732468 PORT CHARLOTTE FL 33952 SFD 7.500 6.750 $3,104.51 360 1-Feb-28
4732585 GAINESVILLE GA 30506 SFD 7.375 6.750 $1,830.29 360 1-Dec-27
4732646 ORMOND BEACH FL 32174 SFD 7.750 6.750 $1,902.79 360 1-Feb-28
4733857 BIRMINGHAM AL 35235 SFD 7.500 6.750 $279.69 360 1-Feb-28
4736262 RIDGEFIELD CT 06877 SFD 7.500 6.750 $2,083.66 360 1-May-28
4736417 EATONTON GA 31024 SFD 7.250 6.750 $2,046.53 360 1-May-28
4736584 WYCKOFF NJ 07481 SFD 6.875 6.608 $2,135.02 360 1-May-28
4736900 BURKE VA 22015 SFD 7.500 6.750 $1,660.64 360 1-Mar-28
4736927 DELAPANE VA 20144 MF2 7.750 6.750 $2,177.90 360 1-Dec-27
4736959 OKLAHOMA CITY OK 73142 SFD 7.625 6.750 $1,783.65 360 1-May-28
4737401 HAGERSTOWN MD 21742 SFD 7.500 6.750 $1,685.11 360 1-Mar-28
4738372 RESTON VA 20194 SFD 7.625 6.750 $2,474.45 360 1-Mar-28
4739627 KINGSVILLE MD 21087 SFD 7.625 6.750 $1,955.64 360 1-Feb-28
4740022 EDGEWATER MD 21037 SFD 6.875 6.608 $1,878.82 360 1-Mar-28
4740111 BRANCHBURG NJ 08876 SFD 7.750 6.750 $2,242.38 360 1-Feb-28
4740426 PLAINFIELD IN 46168 SFD 7.375 6.750 $2,403.55 360 1-Feb-28
4740506 CENTREVILLE VA 22020 SFD 7.625 6.750 $1,993.51 360 1-Jan-28
4740512 FAIRFAX STATION VA 22039 SFD 7.500 6.750 $2,041.01 360 1-Mar-28
4740559 EVERGREEN CO 80439 SFD 7.500 6.750 $2,595.83 360 1-Mar-28
4740570 SCOTTSDALE AZ 85262 SFD 7.375 6.750 $2,072.03 360 1-Feb-28
4740613 SAN DIEGO CA 92130 SFD 7.500 6.750 $2,650.02 360 1-Mar-28
4740617 SCOTTS VALLEY CA 95066 SFD 7.625 6.750 $1,790.72 360 1-Feb-28
4740644 LITTLETON CO 80124 SFD 7.375 6.750 $2,527.87 360 1-Feb-28
4740647 ALPHARETTA GA 30004 SFD 7.875 6.750 $2,374.60 360 1-Mar-28
4740787 MT AIRY MD 21771 SFD 7.375 6.750 $1,701.48 360 1-Feb-28
4740862 SCOTTSDALE AZ 85259 SFD 7.875 6.750 $1,707.18 360 1-Feb-28
4741883 NASHVILLE TN 37204 SFD 7.375 6.750 $2,382.83 360 1-Mar-28
4742796 PARKTON MD 21120 SFD 7.625 6.750 $1,815.50 360 1-Mar-28
4742922 FREMONT CA 94539 SFD 7.625 6.750 $1,705.79 360 1-Mar-28
4742936 LONETREE CO 80124 SFD 7.625 6.750 $2,421.37 360 1-Nov-27
4742942 KNOXVILLE TN 37922 SFD 7.375 6.750 $2,417.36 360 1-Mar-28
4743540 SANTA ROSA CA 95409 SFD 8.000 6.750 $1,995.84 360 1-Mar-28
4744992 BURLINGAME CA 94010 SFD 7.625 6.750 $3,708.84 360 1-Mar-28
4745495 HAMDEN CT 06518 SFD 7.500 6.750 $2,552.14 360 1-May-28
4746328 PARADISE VALLEY AZ 85253 SFD 7.750 6.750 $2,543.27 360 1-Nov-27
4746473 GREAT FALLS MT 59404 SFD 7.250 6.750 $2,592.28 360 1-May-28
4746927 LA CANADA FLINTRIDGE CA 91011 SFD 7.125 6.750 $2,802.67 360 1-Mar-28
4748508 RALEIGH NC 27605 SFD 7.125 6.750 $1,967.26 360 1-Mar-28
4748514 SUWANEE GA 30174 SFD 7.250 6.750 $2,101.10 360 1-Mar-28
4748560 DULUTH GA 30096 SFD 7.250 6.750 $4,093.06 360 1-Mar-28
4748690 BERKLEY LAKE GA 30136 SFD 7.875 6.750 $2,085.30 360 1-Feb-28
4748922 OMAHA NE 68114 SFD 7.625 6.750 $2,243.71 360 1-Apr-28
4749013 RALEIGH NC 27615 PUD 6.875 6.608 $2,364.94 360 1-Mar-28
4749337 ALPHARETTA GA 30004 SFD 7.750 6.750 $2,299.68 360 1-Mar-28
4751063 TUCSON AZ 85718 SFD 7.625 6.750 $1,613.77 360 1-Jan-28
4751427 MORTON GROVE IL 60053 SFD 7.750 6.750 $2,507.45 360 1-Dec-27
4751429 SCOTTSDALE AZ 85259 SFD 7.500 6.750 $2,545.15 360 1-Mar-28
4751497 GLENDALE AZ 85308 SFD 7.750 6.750 $1,809.66 360 1-Jan-28
4751518 YUKON OK 73099 SFD 7.875 6.750 $2,223.25 348 1-Feb-27
4751557 BEAVERCREEK OH 45434 SFD 7.625 6.750 $2,415.35 360 1-Jan-28
4751653 SHREVEPORT LA 71106 SFD 7.375 6.750 $1,581.65 360 1-Dec-27
4751875 SCOTTSDALE AZ 85251 SFD 7.500 6.750 $2,013.74 360 1-Feb-28
4751928 LOUISVILLE KY 40207 SFD 7.875 6.750 $1,848.93 360 1-Dec-27
4751984 CUMMING GA 30041 SFD 7.125 6.750 $2,469.85 360 1-Mar-28
4752004 LAGRANGE IL 60525 SFD 7.625 6.750 $1,631.47 360 1-Dec-27
4752052 INDIANAPOLIS IN 46217 SFD 7.375 6.750 $1,643.81 360 1-Feb-28
4752231 SUGARLAND TX 77479 SFD 7.375 6.750 $2,565.86 348 1-Jan-27
4752264 SONOITA AZ 85637 SFD 7.750 6.750 $1,962.29 348 1-Feb-27
4752335 FLAGSTAFF AZ 86004 SFD 7.375 6.750 $1,764.68 360 1-Mar-28
4752347 NEW ORLEANS LA 70124 SFD 7.750 6.750 $2,516.04 360 1-Dec-27
4752356 FOUNTAIN HILLS AZ 85268 SFD 7.875 6.750 $3,132.30 360 1-Dec-27
4752361 CARMEL IN 46033 SFD 7.375 6.750 $1,784.71 360 1-Nov-27
4752379 CAMBRIDGE CITY IN 47327 SFD 7.750 6.750 $1,862.68 360 1-Dec-27
4752387 PHOENIX AZ 85028 SFD 7.875 6.750 $3,117.80 360 1-Jan-28
4752399 SCOTTSDALE AZ 85254 SFD 7.500 6.750 $1,660.64 360 1-Mar-28
4752457 OAK POINT TX 75068 SFD 7.750 6.750 $2,109.01 348 1-Dec-26
4752463 TUCSON AZ 85718 SFD 7.500 6.750 $2,502.49 360 1-Dec-27
4752495 BATH TOWNSHIP OH 44333 LCO 7.500 6.750 $2,013.74 360 1-May-28
4752694 WIMBERLEY TX 78676 SFD 7.625 6.750 $3,121.38 360 1-Dec-27
4752703 MANDEVILLE LA 70471 SFD 7.625 6.750 $2,010.14 360 1-Nov-27
4752716 BEAVERCREEK OH 45430 SFD 7.750 6.750 $2,041.78 360 1-Jan-28
4752723 SCOTTSDALE AZ 85259 SFD 7.750 6.750 $2,065.42 360 1-Dec-27
4752763 PHOENIX AZ 85048 SFD 7.750 6.750 $1,804.65 360 1-Dec-27
4752782 GLENVIEW IL 60025 SFD 7.625 6.750 $2,208.32 360 1-Dec-27
4752787 BLOOMINGTON IL 61704 SFD 7.875 6.750 $1,815.38 360 1-Jan-28
4752811 WESTERVILLE OH 43082 SFD 8.000 6.750 $2,071.85 348 1-Dec-26
4752825 PHOENIX AZ 85048 SFD 7.625 6.750 $1,641.38 360 1-Dec-27
4752830 AUSTIN TX 78733 SFD 7.625 6.750 $1,949.27 360 1-Jan-28
4752847 FLAGSTAFF AZ 86001 SFD 7.500 6.750 $2,636.04 360 1-Dec-27
4752875 SCOTTSDALE AZ 85262 SFD 7.750 6.750 $2,034.62 360 1-Dec-27
4753073 SCOTTSDALE AZ 85258 SFD 7.250 6.750 $1,555.37 360 1-Nov-27
4753081 KENILWORTH IL 60043 SFD 7.500 6.750 $2,754.91 360 1-Dec-27
4753091 SCOTTSDALE AZ 85258 SFD 7.625 6.750 $2,176.47 360 1-Dec-27
4753094 GREENWOOD IN 46143 SFD 7.750 6.750 $2,715.21 360 1-Jan-28
4753097 POWELL OH 43065 SFD 7.500 6.750 $2,195.54 360 1-Mar-28
4753101 SCOTTSDALE AZ 85258 SFD 7.500 6.750 $1,748.04 360 1-Feb-28
4753107 MOORESVILLE NC 28115 SFD 7.500 6.750 $2,447.25 360 1-Mar-28
4753126 WESTLAKE OH 44145 SFD 7.250 6.750 $1,896.91 240 1-Feb-18
4753147 PHOENIX AZ 85018 SFD 7.750 6.750 $1,826.86 360 1-Nov-27
4753149 COLUMBUS OH 43221 SFD 7.125 6.733 $2,176.12 360 1-Mar-28
4753159 CAVE CREEK AZ 85327 SFD 7.625 6.750 $2,264.94 360 1-Mar-28
4753161 SCOTTSDALE AZ 85258 SFD 8.000 6.750 $1,951.09 360 1-Nov-27
4753187 MONROE LA 71201 SFD 7.250 6.750 $2,626.38 360 1-Mar-28
4753194 DRAPER UT 84020 SFD 7.125 6.733 $2,694.88 360 1-Feb-28
4753200 TUCSON AZ 85739 SFD 7.500 6.750 $1,784.75 360 1-Jan-28
4753226 PHOENIX AZ 85012 SFD 7.500 6.750 $2,517.18 360 1-Feb-28
4753235 SCOTTSDALE AZ 85258 SFD 7.000 6.608 $3,047.09 360 1-Mar-28
4753238 ST GEORGE UT 84770 SFD 7.500 6.750 $2,021.43 360 1-Feb-28
4753261 FENTON MI 48430 SFD 7.000 6.608 $1,746.42 360 1-Mar-28
4753280 LITCHFIELD PARK AZ 85340 SFD 7.500 6.750 $1,880.89 360 1-Jan-28
4753314 TONTO VERDE AZ 85263 SFD 7.750 6.750 $2,695.16 348 1-Dec-26
4753320 ROCKFORD IL 61103 SFD 7.375 6.750 $3,349.78 360 1-Jan-28
4753335 NASHVILLE TN 37205 SFD 7.250 6.750 $1,964.67 360 1-Feb-28
4753347 MONUMENT CO 80132 SFD 7.625 6.750 $2,222.30 348 1-Jul-26
4753362 TUCSON AZ 85711 SFD 7.500 6.750 $1,812.37 360 1-Jan-28
4753432 PHOENIX AZ 85048 SFD 7.750 6.750 $2,223.75 360 1-Nov-27
4753475 PEPPER PIKE OH 44124 SFD 7.500 6.750 $1,748.04 360 1-Mar-28
4753510 FORT COLLINS CO 80524 SFD 7.500 6.750 $2,342.37 360 1-Jan-28
4753543 RUSTON LA 71270 SFD 7.375 6.750 $2,169.42 360 1-Mar-28
4753632 PHOENIX AZ 85022 SFD 7.500 6.750 $2,125.62 360 1-Dec-27
4753639 SCOTTSDALE AZ 85259 SFD 7.750 6.750 $2,020.29 360 1-Mar-28
4753641 SCOTTSDALE AZ 85259 SFD 7.625 6.750 $1,925.20 360 1-Dec-27
4753649 PARADISE VALLEY AZ 85253 SFD 7.750 6.750 $3,152.22 360 1-Feb-28
4753678 INDIANAPOLIS IN 46260 SFD 7.750 6.750 $2,077.60 360 1-Dec-27
4753684 SCOTTSDALE AZ 85259 SFD 7.875 6.750 $2,059.56 360 1-Mar-28
4753710 SCHAUMBURG IL 60173 SFD 7.750 6.750 $1,869.84 360 1-Jan-28
4753713 LOCKPORT IL 60441 SFD 7.250 6.750 $2,686.07 360 1-Mar-28
4753953 FOUNTAIN HILLS AZ 85268 SFD 7.500 6.750 $2,154.28 360 1-Nov-27
4753962 MESA AZ 85207 SFD 7.875 6.750 $1,649.54 360 1-Nov-27
4753996 SCOTTSDALE AZ 85260 SFD 7.375 6.750 $2,762.71 360 1-Jan-28
4754592 TULSA OK 74137 SFD 7.500 6.750 $1,641.06 360 1-May-28
4755067 CHAPIN SC 29036 SFD 7.375 6.750 $2,735.08 360 1-Mar-28
4756856 TULSA OK 74137 SFD 7.375 6.750 $1,676.27 360 1-May-28
4756873 LEXINGTON SC 29072 SFD 7.250 6.750 $1,671.34 360 1-May-28
4757886 RICHMOND IN 47374 SFD 7.625 6.750 $2,937.35 360 1-Apr-28
4758292 WEATHERBY LAKE MO 64152 SFD 7.375 6.750 $1,823.38 360 1-May-28
4765520 PONTE VEDRA BEACH FL 32082 SFD 7.250 6.750 $2,050.62 360 1-Mar-28
4765537 LOUISVILLE KY 40241 SFD 7.250 6.750 $2,251.18 360 1-Mar-28
4765549 WINTER HAVEN FL 33884 SFD 6.875 6.608 $3,527.71 360 1-Mar-28
4765563 POMPANO BEACH FL 33062 SFD 7.250 6.750 $2,046.53 360 1-Mar-28
4765577 NASHVILLE TN 37205 SFD 7.500 6.750 $3,496.08 360 1-Mar-28
4765602 ATHENS GA 30606 SFD 7.125 6.750 $1,812.30 360 1-Mar-28
4765607 CRESTWOOD KY 40014 SFD 7.250 6.750 $1,910.09 360 1-Apr-28
4765618 ATLANTA GA 30342 SFD 7.625 6.750 $2,441.89 360 1-Mar-28
4765629 RALEIGH NC 27614 PUD 7.250 6.750 $1,749.79 360 1-Mar-28
4765639 BALTIMORE MD 21286 SFD 7.250 6.750 $1,657.69 360 1-Mar-28
4765656 NASHVILLE TN 37205 SFD 6.625 6.358 $1,843.78 360 1-Mar-28
4765663 NASHVILLE TN 37205 SFD 7.125 6.750 $2,027.90 360 1-Apr-28
4765692 KNOXVILLE TN 37922 SFD 7.500 6.750 $1,957.80 360 1-Mar-28
4765704 ATLANTA GA 30307 SFD 7.125 6.750 $2,434.15 360 1-Mar-28
4765741 ATLANTA GA 30331 SFD 7.250 6.750 $1,657.69 360 1-Mar-28
4765832 ATLANTA GA 30305 SFD 6.875 6.608 $3,172.97 360 1-Mar-28
4765865 RALEIGH NC 27612 SFD 7.125 6.750 $1,712.59 360 1-Mar-28
4765885 SANFORD FL 32771 PUD 7.375 6.750 $2,775.57 354 1-Apr-27
4765894 SAINT GEORGE ISLAND FL 32328 SFD 7.500 6.750 $1,492.47 360 1-Mar-28
4765910 WAKE FOREST NC 27587 SFD 6.875 6.608 $1,891.95 360 1-Mar-28
4765960 NASHVILLE TN 37221 SFD 6.750 6.483 $1,823.86 360 1-Mar-28
4765964 OCALA FL 34480 SFD 7.375 6.750 $2,010.56 360 1-May-28
4765967 KNOXVILLE TN 37919 SFD 7.500 6.750 $2,657.02 360 1-Mar-28
4765972 PONTE VEDRA BEACH FL 32082 SFD 7.375 6.750 $2,215.69 360 1-Dec-27
4765979 ORLANDO FL 32819 SFD 7.250 6.750 $2,150.22 360 1-Apr-28
4765984 SAVANNAH GA 31411 SFD 7.125 6.750 $1,697.77 360 1-Mar-28
4765991 OLD HICKORY TN 37138 SFD 7.250 6.750 $1,869.17 360 1-Mar-28
4765997 KNOXVILLE TN 37932 SFD 7.000 6.733 $2,476.30 240 1-Mar-18
4766004 SAINT SIMONS ISLAND GA 31522 SFD 7.625 6.750 $1,946.43 360 1-Mar-28
4766008 EATONTON GA 31024 SFD 7.125 6.750 $1,798.83 360 1-Mar-28
4766081 KNOXVILLE TN 37922 SFD 6.875 6.608 $1,625.90 360 1-Mar-28
4766082 COCOA FL 32922 SFD 7.250 6.750 $2,899.25 360 1-Feb-28
4766085 PONTE VEDRA BEACH FL 32082 SFD 6.875 6.608 $2,438.85 360 1-Mar-28
4766086 ATLANTA GA 30319 SFD 7.125 6.750 $2,694.88 360 1-Mar-28
4766092 MARIETTA GA 30062 SFD 7.125 6.750 $1,819.04 360 1-Mar-28
4766094 MC LEAN VA 22102 SFD 7.000 6.733 $2,128.97 360 1-Mar-28
4766098 TAKOMA PARK MD 20912 SFD 7.250 6.750 $1,875.99 360 1-Mar-28
4766099 UPPER MARLBORO MD 20772 SFD 7.250 6.750 $2,455.84 360 1-Mar-28
4766104 WASHINGTON TOWNSHIP MI 48094 SFD 6.750 6.483 $2,529.53 360 1-Mar-28
4766106 LEBANON OH 45036 SFD 7.250 6.750 $1,603.12 360 1-Mar-28
4766115 VENICE FL 34292 PUD 7.875 6.750 $1,740.17 360 1-Mar-28
4766120 LOVELAND OH 45140 SFD 7.375 6.750 $1,794.72 360 1-Mar-28
4766123 BOCA RATON FL 33431 SFD 7.375 6.750 $2,199.11 360 1-Mar-28
4766129 JACKSONVILLE FL 32207 SFD 7.375 6.750 $2,728.17 360 1-Mar-28
4766134 HERNDON VA 20170 SFD 7.250 6.750 $2,353.51 360 1-Feb-28
4766147 MASON OH 45040 SFD 7.375 6.750 $1,933.55 360 1-Mar-28
4766155 GERMANTOWN MD 20876 SFD 7.000 6.733 $1,636.65 360 1-Mar-28
4766162 FT LAUDERDALE FL 33305 SFD 7.375 6.750 $3,453.38 360 1-Mar-28
4766172 VIENNA VA 22181 SFD 7.250 6.750 $2,026.07 360 1-Mar-28
4766180 PURCELLVILLE VA 20132 SFD 7.250 6.750 $1,712.27 360 1-Mar-28
4766187 LONGBOAT KEY FL 34228 SFD 7.375 6.750 $1,795.76 360 1-Mar-28
4766195 PALM BEACH GARDENS FL 33418 SFD 6.500 6.233 $1,719.23 360 1-Mar-28
4766200 MARIETTA GA 30068 SFD 6.875 6.608 $1,675.17 360 1-Feb-28
4766207 ATLANTA GA 30328 SFD 7.125 6.750 $2,398.44 360 1-Mar-28
4766211 DAVIE FL 33324 SFD 7.375 6.750 $2,900.84 360 1-Mar-28
4766237 VIENNA VA 22180 SFD 7.250 6.750 $1,637.23 360 1-Mar-28
4766243 MESA AZ 85213 SFD 7.000 6.733 $1,610.70 360 1-Mar-28
4766251 ROCKVILLE MD 20850 SFD 7.250 6.750 $2,032.89 360 1-Mar-28
4766257 ORMOND BEACH FL 32174 SFD 7.375 6.750 $2,210.16 360 1-Mar-28
4766269 JACKSONVILLE FL 32223 SFD 7.375 6.750 $2,309.62 360 1-Mar-28
4766282 BOCA RATON FL 33434 SFD 7.375 6.750 $1,766.06 360 1-Feb-28
4766303 COLUMBIA SC 29212 SFD 7.375 6.750 $1,864.83 360 1-Mar-28
4766320 CUMMING GA 30130 SFD 7.000 6.733 $2,075.08 360 1-Mar-28
4766343 JACKSONVILLE FL 32256 SFD 7.250 6.750 $1,827.89 360 1-Mar-28
4766356 UNIVERSITY PARK FL 34201 SFD 7.375 6.750 $1,671.43 360 1-Mar-28
4766453 BRENTWOOD TN 37027 SFD 7.125 6.750 $1,568.42 360 1-Feb-28
4766462 ATLANTA GA 30327 SFD 7.000 6.733 $2,045.81 360 1-Feb-28
4766467 ATLANTA GA 30350 SFD 7.250 6.750 $2,285.29 360 1-Mar-28
4766510 GAINESVILLE FL 32608 SFD 7.375 6.750 $2,011.25 360 1-Mar-28
4766539 LOUISVILLE KY 40207 SFD 7.500 6.750 $2,321.39 360 1-Mar-28
4766547 FAYETTEVILLE GA 30215 SFD 7.125 6.750 $3,788.85 240 1-Mar-18
4766563 POTOMAC MD 20854 SFD 6.750 6.483 $1,945.80 360 1-Mar-28
4766582 NASHVILLE TN 37220 SFD 7.375 6.750 $1,930.44 360 1-Feb-28
4766597 TALLAHASSEE FL 32312 SFD 7.375 6.750 $3,080.15 240 1-Apr-18
4766612 EMERALD ISLE NC 28594 SFD 7.375 6.750 $1,740.50 360 1-Mar-28
4766996 MORRISTOWN NJ 07960 SFD 7.250 6.750 $1,860.98 360 1-Aug-27
4766999 ZIONSVILLE IN 46077 SFD 6.875 6.608 $1,970.79 360 1-Mar-28
4767035 BOCA RATON FL 33431 SFD 6.750 6.483 $2,594.40 360 1-Mar-28
4770711 POMPANO BEACH FL 33064 SFD 8.125 6.750 $408.37 360 1-Feb-28
4770754 LANDRUM SC 29356 SFD 7.375 6.750 $3,185.74 360 1-Feb-28
4770761 RALEIGH NC 27612 SFD 6.875 6.608 $2,299.25 360 1-Mar-28
4770795 ROSWELL GA 30075 SFD 7.250 6.750 $1,705.44 360 1-Mar-28
4770869 BETHESDA MD 20816 SFD 7.375 6.750 $2,641.84 360 1-Apr-28
4770885 ATLANTA GA 30339 SFD 6.625 6.358 $2,317.93 360 1-Mar-28
4770901 NAPLES FL 34110 SFD 7.750 6.750 $2,480.10 360 1-Mar-28
4771196 PONTE VEDRA BEACH FL 32224 PUD 7.125 6.750 $1,715.29 360 1-Apr-28
4775970 DAYTON OH 45459 SFD 7.625 6.750 $2,123.39 360 1-Apr-28
</TABLE>
COUNT: 252
WAC: 7.407915372
WAM: 353.5804558
WALTV: 74.38558737
<PAGE>
NASCOR
NMI / 1998-15 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- ------ -------- ------
4561260 NORTH FORK BANK NORTH FORK BANK
4569756 NORTH FORK BANK NORTH FORK BANK
4571780 NORTH FORK BANK NORTH FORK BANK
4652955 NORTH FORK BANK NORTH FORK BANK
4699442 PEOPLE'S BANK PEOPLE'S BANK
4701431 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
4702420 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4702504 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4705245 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4708727 PEOPLE'S BANK PEOPLE'S BANK
4708959 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4709626 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4709821 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4709901 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4710211 PEOPLE'S BANK PEOPLE'S BANK
4711605 PEOPLE'S BANK PEOPLE'S BANK
4711619 PEOPLE'S BANK PEOPLE'S BANK
4711879 PEOPLE'S BANK PEOPLE'S BANK
4712365 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4712389 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713347 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4713631 PEOPLE'S BANK PEOPLE'S BANK
4713791 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4721473 PEOPLE'S BANK PEOPLE'S BANK
4722381 PEOPLE'S BANK PEOPLE'S BANK
4723405 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4724885 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
4726603 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4726731 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4727360 BRENTON MORTGAGE, INC. BRENTON MORTGAGE, INC.
4728426 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4729857 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4730680 PEOPLE'S BANK PEOPLE'S BANK
4730702 PEOPLE'S BANK PEOPLE'S BANK
4730706 PEOPLE'S BANK PEOPLE'S BANK
4730711 PEOPLE'S BANK PEOPLE'S BANK
4731928 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4731941 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4732224 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4732468 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4732585 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4732646 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4733857 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4736262 PEOPLE'S BANK PEOPLE'S BANK
4736417 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4736584 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4736900 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4736927 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4736959 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4737401 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4738372 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4739627 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740022 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740111 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740426 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740506 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740512 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740559 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740570 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740613 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740617 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740644 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740647 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740787 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4740862 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4741883 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4742796 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4742922 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4742936 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4742942 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4743540 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4744992 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4745495 PEOPLE'S BANK PEOPLE'S BANK
4746328 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4746473 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4746927 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4748508 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748514 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748560 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748690 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4748922 FARMERS STATE BANK & TRUST FARMERS STATE BANK & TRUST
4749013 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4749337 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4751063 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751427 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751429 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751497 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751518 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751557 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751653 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751875 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751928 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4751984 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4752004 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752052 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752231 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752264 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752335 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752347 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752356 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752361 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752379 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752387 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752399 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752457 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752463 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752495 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4752694 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752703 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752716 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752723 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752763 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752782 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752787 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752811 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752825 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752830 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752847 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4752875 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753073 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753081 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753091 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753094 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753097 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753101 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753107 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753126 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753147 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753149 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753159 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753161 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753187 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753194 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753200 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753226 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753235 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753238 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753261 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753280 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753314 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753320 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753335 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753347 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753362 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753432 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753475 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753510 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753543 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753632 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753639 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753641 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753649 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753678 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753684 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753710 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753713 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753953 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753962 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4753996 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4754592 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4755067 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4756856 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4756873 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4757886 BANC ONE MORTGAGE CORP. BANC ONE MORTGAGE CORP.
4758292 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4765520 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765537 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765549 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765563 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765577 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765602 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765607 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765618 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765629 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765639 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765656 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765663 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765692 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765704 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765741 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765832 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765865 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765885 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765894 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765910 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765960 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765964 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765967 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765972 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765979 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765984 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765991 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4765997 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766004 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766008 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766081 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766082 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766085 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766086 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766092 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766094 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766098 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766099 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766104 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766106 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766115 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766120 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766123 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766129 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766134 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766147 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766155 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766162 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766172 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766180 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766187 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766195 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4766200 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766207 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766211 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766237 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766243 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766251 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766257 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766269 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766282 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766303 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766320 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766343 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766356 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766453 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766462 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766467 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766510 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766539 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766547 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766563 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766582 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766597 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766612 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766996 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4766999 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4767035 CITICORP MORTGAGE, INC. CITICORP MORTGAGE, INC.
4770711 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770754 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770761 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770795 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770869 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770885 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770901 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4771196 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4775970 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
COUNT: 252
WAC: 7.407915372
WAM: 353.5804558
WALTV: 74.38558737
<PAGE>
EXHIBIT G
REQUEST FOR RELEASE
(for Trustee/Custodian)
Loan Information
Name of Mortgagor:
-----------------------------
Servicer
Loan No.:
-----------------------------
Custodian/Trustee
Name:
-----------------------------
Address:
-----------------------------
-----------------------------
Custodian/Trustee
Mortgage File No.:
-----------------------------
Seller
Name:
-----------------------------
Address:
-----------------------------
-----------------------------
Certificates:
Mortgage Pass-Through Certificates,
Series 1998-15
The undersigned Master Servicer hereby acknowledges that it has received
from First Union National Bank, as Trustee for the Holders of Mortgage
Pass-Through Certificates, Series 1998-15, 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 June 26, 1998 (the "Pooling and Servicing Agreement")
among the Trustee, the Seller and the Master Servicer.
( ) Promissory Note dated ________________, 199__, in the original principal
sum of $___________, made by ____________________, payable to, or endorsed
to the order of, the Trustee.
( ) Mortgage recorded on ________________________ as instrument no.
______________ in the County Recorder's Office of the County of
____________________, State of _______________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Deed of Trust recorded on _______________________ as instrument no.
_________________ in the County Recorder's Office of the County of
___________________, State of _________________ in book/reel/docket
____________________ of official records at page/image ____________.
( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
------------------------------ as instrument no. ______________ in the
County Recorder's Office of the County of ______________________, State of
_____________________ in book/reel/docket ____________________ of official
records at page/image ____________.
( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
( ) ---------------------------------------------
The undersigned Master Servicer hereby acknowledges and agrees as follows:
(1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.
(2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or
against the Documents or any proceeds thereof.
(3) The Master Servicer shall return the Documents to the Trustee when
the need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been
remitted to the Certificate Account and except as expressly provided in the
Agreement.
(4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer
shall at all times be earmarked for the account of the Trustee and the
Master Servicer shall keep the Documents and any proceeds separate and
distinct from all other property in the Master Servicer's possession,
custody or control.
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 1998-15, Class [A-R][A-LR] Certificate (the
"Class [A-R][A-LR] Certificate") for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it has
not received an affidavit substantially in the form of this affidavit. For these
purposes, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electric energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(C), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511. For
these purposes, an "ERISA Prohibited Holder" means an employee benefit plan 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][A-LR] Certificate
as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [A-R][A-LR] Certificate in excess of cash flows generated
by the Class [A-R][A-LR] Certificate.
6. That the Purchaser will not transfer the Class [A-R][A-LR] Certificate
to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit and as to which the Purchaser has
actual knowledge that the requirements set forth in paragraph 3, 4 or 7 hereof
are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.
7. That the Purchaser (i) is a U.S. Person or (ii) is a person other than a
U.S. Person (a "Non-U.S. Person") that holds the Class [A-R][A-LR] Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trustee 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 Trustee an opinion of a nationally recognized tax counsel
to the effect that the transfer of the Class [A-R][A-LR] Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class [A-R][A-LR] Certificate will not
be disregarded for federal income tax purposes. "U.S. Person" means a citizen or
resident of the United States, a corporation, partnership (except to the extent
provided in applicable Treasury regulations) or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate that is subject to U.S. federal income tax regardless of the
source of its income or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).
8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [A-R][A-LR] Certificate to such a "disqualified
organization," an agent thereof, an ERISA Prohibited Holder or a person that
does not satisfy the requirements of paragraph 4, paragraph 5 and paragraph 7
hereof.
9. That the Purchaser consents to the designation of the Master Servicer as
its agent to act as "tax matters person" of the [Upper-Tier REMIC][Lower-Tier
REMIC] pursuant to Section 3.01 of the Pooling and Servicing Agreement, and if
such designation is not permitted by the Code and applicable law, to act as tax
matters person if requested to do so.
<PAGE>
IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ___ day of , 19 __.
[NAME OF PURCHASER]
By:
-------------------------
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer], of the Purchaser, and acknowledged to me that he
[she] executed the same as his [her] free act and deed and the free act and deed
of the Purchaser.
Subscribed and sworn before me this __ day of , 19 __.
- -----------------------------
NOTARY PUBLIC
COUNTY OF____________________
STATE OF_____________________
My commission expires the __ day of __________, 19__.
<PAGE>
EXHIBIT I
[Letter from Transferor of Class [A-R][A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1998-15, Class [A-R][A-LR]
-------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
----------------------
<PAGE>
EXHIBIT J
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-15
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 1998-15, 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 June 26, 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") and First Union National Bank, as trustee (the "Trustee"), of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1998-15.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the Seller,
the Master Servicer and the Trustee that:
(a) The Purchaser is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which the Purchaser is organized, is
authorized to invest in the Class [A-PO][B-4][B-5][B-6] Certificates, and to
enter into this Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [A-PO][B-4][B-5][B-6] Certificates
for its own account as principal and not with a view to the distribution
thereof, in whole or in part.
[(c) The Purchaser has knowledge of financial and business matters and is
capable of evaluating the merits and risks of an investment in the Class
[A-PO][B-4][B-5][B-6] Certificates; the Purchaser has sought such accounting,
legal and tax advice as it has considered necessary to make an informed
investment decision; and the Purchaser is able to bear the economic risk of an
investment in the Class [A-PO][B-4][B-5][B-6] Certificates and can afford a
complete loss of such investment.]
[(c) The Purchaser is a "Qualified Institutional Buyer" within the meaning
of Rule 144A of the Act.]
(d) The Purchaser confirms that (a) it has received and reviewed a copy of
the Private Placement Memorandum dated __________ __, 19__, relating to the
Class [A-PO][B-4][B-5][B-6] Certificates and reviewed, to the extent it deemed
appropriate, the documents attached thereto or incorporated by reference
therein, (b) it has had the opportunity to ask questions of, and receive answers
from the Seller concerning the Class [A-PO][B-4][B-5][B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class [A-PO][B-4][B-5][B-6]
Certificates that the Seller possesses or can possess without unreasonable
effort or expense and (c) it has undertaken its own independent analysis of the
investment in the Class [A-PO][B-4][B-5][B-6] Certificates. The Purchaser will
not use or disclose any information it receives in connection with its purchase
of the Class [A-PO][B-4][B-5][B-6] Certificates other than in connection with a
subsequent sale of Class [A-PO][B-4][B-5][B-6] Certificates.
(e) Either (i) the Purchaser is not an employee benefit plan or other
retirement arrangement subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended, ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or a governmental plan, as
defined in Section 3(32) of ERISA subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (collectively, a "Plan"), an agent acting on
behalf of a Plan, or a person utilizing the assets of a Plan or (ii) [for Class
[B-4][B-5][B-6] Certificates only] if the Purchaser is an insurance company, (A)
the source of funds used to purchase the Class [B-4][B-5][B-6] Certificate is an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925
(July 12, 1995), (B) there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) the purchase and holding of such
Class [B-4][B-5][B-6] Certificates are covered by Sections I and III of PTE
95-60 or (iii) the Purchaser has provided (a) a "Benefit Plan Opinion"
satisfactory to the Seller and the Trustee of the Trust Estate and (b) such
other opinions of counsel, officers' certificates and agreements as the Seller
or the Master Servicer may have required. A Benefit Plan Opinion is an opinion
of counsel to the effect that the proposed transfer will not cause the assets of
the Trust Estate to be regarded as "plan assets" and subject to the prohibited
transaction provisions of ERISA, the Code or Similar Law and will not subject
the Trustee, the 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 Trustee 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 Trustee shall require, in order to assure compliance
with such laws, that the Certificateholder's prospective transferee certify to
the Seller and the Trustee as to the factual basis for the registration or
qualification exemption relied upon, and (ii) unless the transferee is a
"Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, the
Trustee or the Seller may, if such transfer is made within three years from the
later of (a) the Closing Date or (b) the last date on which the Seller or any
affiliate thereof was a holder of the Certificates proposed to be transferred,
require an Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Act and state securities laws, which Opinion of Counsel shall
not be an expense of the Trustee, the Master Servicer or the Seller. Any such
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Master Servicer, any Paying Agent acting on
behalf of the Trustee and the Seller against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
(b) No transfer of a Class [A-PO][B-4][B-5][B-6] Certificate shall be made
unless the transferee provides the Seller and the Trustee with a Transferee's
Letter, substantially in the form of this Agreement.
(c) The Purchaser acknowledges that its Class [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 1998-15
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 1998-15, 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 June 26, 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") and First Union National Bank, as trustee (the "Trustee") of
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series
1998-15.
Section 2. Representations and Warranties of the Purchaser. In connection
with the proposed transfer, the Purchaser represents and warrants to the Seller,
the Master Servicer and the Trustee that:
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 Trustee of the Trust Estate and (b) such other opinions of counsel,
officers' certificates and agreements as the Seller or the Master Servicer may
have required. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not cause the assets of the Trust Estate to be
regarded as "plan assets" and subject to the prohibited transaction provisions
of ERISA, the Code or Similar Law and will not subject the Trustee, the Seller
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement (including any liability for civil penalties or
excise taxes imposed pursuant to ERISA, Section 4975 of the Code or Similar
Law).
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
Banc One Mortgage Corp. Servicing Agreement
National City Mortgage Company Servicing Agreement
FT Mortgage Companies Servicing Agreement
The Huntington Mortgage Company Servicing Agreement
First Bank National Association Servicing Agreement
Suntrust Mortgage Inc. ServicingAgreement
Farmers State Bank and Trust Company of Superior Servicing Agreement
People's Bank Servicing Agreement
Bank of Oklahoma Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
Citicorp Mortgage, Inc. Servicing Agreement
North Fork Bank Servicing Agreement
Brenton Mortgage Inc. Servicing Agreement
First Nationwide Mortgage Co. Servicing Agreement
Merrill Lynch Credit Corp. 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 1998-15,
Class ____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of June 26, 1998 among
Norwest Asset Securities Corporation, as seller (the "Seller"), Norwest Bank
Minnesota, National Association, as Master Servicer and First Union National
Bank, as Trustee.
____________________ intends to resell all of the Class B Certificates
directly to the Purchaser on or promptly after the date hereof.
In connection with such sale, the parties hereto have agreed that the
Company will cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreements, the related servicers (each
a related "Servicer"), which service the Mortgage Loans which comprise the Trust
Estate related to the above referenced series under the related servicing
agreements (each a related "Servicing Agreement"), to engage in certain special
servicing procedures relating to foreclosures for the benefit of the Purchaser,
and that the Purchaser will deposit funds in a collateral fund to cover any
losses attributable to such procedures as well as all advances and costs in
connection therewith, as set forth herein.
In consideration of the mutual agreements herein contained, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
agree that the following provisions shall become effective and shall be binding
on and enforceable by the Company and the Purchaser:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York are required or
authorized by law or executive order to be closed.
Collateral Fund: The fund established and maintained pursuant to Section
3.01 hereof.
Collateral Fund Permitted Investments: Either (i) obligations of, or
obligations fully guaranteed as to principal and interest by, the United States,
or any agency or instrumentality thereof, provided such obligations are backed
by the full faith and credit of the United States, (ii) a money market fund
rated in the highest rating category by a nationally recognized rating agency
selected by the Company, (iii) cash, (iv) mortgage pass-through certificates
issued or guaranteed by Government National Mortgage Association, FNMA or FHLMC,
(v) commercial paper (including both non-interest-bearing discount obligations
and interest-bearing obligations payable on demand or on a specified date), the
issuer of which may be an affiliate of the Company, having at the time of such
investment a rating of at least A-1 by Standard and Poor's ("S&P") or at least
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 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).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted Mortgage Loans,
the Company as Master Servicer shall provide to the Purchaser the following
notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
Mortgage Loans that are (A) thirty days, (B) sixty days, (C) ninety days or
more delinquent or (D) in foreclosure, and indicating for each such
Mortgage Loan the loan number and outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
Mortgage Loan, the Company shall cause (to the extent that the Company as
Master Servicer is granted such authority in the related Servicing
Agreement) the Servicer to provide the Purchaser with a notice (sent by
telecopier) of such proposed and imminent foreclosure, stating the loan
number and the aggregate amount owing under the Mortgage Loan. Such notice
may be provided to the Purchaser in the form of a copy of a referral letter
from such Servicer to an attorney requesting the institution of
foreclosure.
(b) If requested by the Purchaser, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to make its servicing personnel available (during
their normal business hours) to respond to reasonable inquiries, by phone or in
writing by facsimile, electronic, or overnight mail transmission, by the
Purchaser in connection with any Mortgage Loan identified in a report under
subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii) which has been
given to the Purchaser; provided, that (1) the related Servicer shall only be
required to provide information that is readily accessible to its servicing
personnel and is non-confidential and (2) the related Servicer shall respond
within five Business Days orally or in writing by facsimile transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each Mortgage Loan that
is at least ninety days delinquent and each Mortgage Loan which has become real
estate owned, through the final liquidation thereof; provided, that the related
Servicer shall only be required to provide information that is readily
accessible to its servicing personnel and is non-confidential provided, however,
that the Purchaser will reimburse the Company and the related Servicer for any
out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
Mortgage Loan in accordance with its normal foreclosure policies without further
notice to the Purchaser. Any foreclosure that has been initiated may be
discontinued (i) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the related
Servicer) or (ii) if the related Servicer has reached the terms of a forbearance
agreement with the borrower. In the latter case, the related Servicer may
complete such forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days notification.
(b) In connection with any Mortgage Loan with respect to which a notice
under Section 2.01(a)(ii) has been given to the Purchaser, the Purchaser may
elect to instruct the Company to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to delay the Commencement of Foreclosure until such time as the
Purchaser determines that the related Servicer may proceed with the Commencement
of Foreclosure. Such election must be evidenced by written notice received
within 24 hours (exclusive of any intervening non-Business Days) of transmission
of the notice provided by the Company under Section 2.01(a)(ii). Such 24 hour
period shall be extended for no longer than an additional four Business Days
after the receipt of the information if the Purchaser requests additional
information related to such foreclosure; provided, however, that the Purchaser
will have at least one Business Day to respond to any requested additional
information. Any such additional information shall be provided only to the
extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Purchaser shall obtain a Current Appraisal as
soon as practicable, but in no event more than 15 business days thereafter, and
shall provide the Company with a copy of such Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the Mortgage Loan and
the value shown in the Current Appraisal referred to in subsection (c) above
(or, if such Current Appraisal has not yet been obtained, the Company's estimate
thereof, in which case the required deposit under this subsection shall be
adjusted upon obtaining such Current Appraisal), and (ii) three months' interest
on the Mortgage Loan at the applicable Mortgage Interest Rate. If any Election
to Delay Foreclosure extends for a period in excess of three months (such excess
period being referred to herein as the "Excess Period"), within two Business
Days the Purchaser shall remit by wire transfer in advance to the Company for
deposit in the Collateral Fund the amount of each additional month's interest,
as calculated by the Company, equal to interest on the Mortgage Loan at the
applicable Mortgage Interest Rate for the Excess Period. The terms of this
Agreement will no longer apply to the servicing of any Mortgage Loan upon the
failure of the Purchaser to deposit any of the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Delay Foreclosure or
within two Business Days of the commencement of the Excess Period subject to
Section 3.01.
(e) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the Company may withdraw from the Collateral Fund
from time to time amounts necessary to reimburse the related Servicer for all
related Monthly Advances and Liquidation Expenses thereafter made by such
Servicer in accordance with the Pooling and Servicing Agreement and the related
Servicing Agreement. To the extent that the amount of any such Liquidation
Expenses is determined by the Company based on estimated costs, and the actual
costs are subsequently determined to be higher, the Company may withdraw the
additional amount from the Collateral Fund. In the event that the Mortgage Loan
is brought current by the mortgagor and the foreclosure action is discontinued,
the amounts so withdrawn from the Collateral Fund shall be redeposited if and to
the extent that reimbursement therefor from amounts paid by the mortgagor is not
prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. Except as
provided in the preceding sentence, amounts withdrawn from the Collateral Fund
to cover Monthly Advances and Liquidation Expenses shall not be redeposited
therein or otherwise reimbursed to the Purchaser. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this subsection) shall be
released to the Purchaser.
(f) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Delay Foreclosure, the related Servicer shall continue to service
the Mortgage Loan in accordance with its customary procedures (other than the
delay in Commencement of Foreclosure as provided herein). If and when the
Purchaser shall notify the Company that it believes that it is appropriate to do
so, the related Servicer may proceed with the Commencement of Foreclosure. In
any event, if the Mortgage Loan is not brought current by the mortgagor by the
time the loan becomes 6 months delinquent, the Purchaser's election shall no
longer be effective and at the Purchaser's option, either (i) the Purchaser
shall purchase the Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Delay Foreclosure and as to which
the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (f) above, the Company shall calculate the amount, if
any, by which the value shown on the Current Appraisal obtained under subsection
(c) exceeds the actual sales price obtained for the related Mortgaged Property
(net of Liquidation Expenses and accrued interest related to the extended
foreclosure period), and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund in respect of such
Mortgage Loan (after adjustment for all permitted withdrawals and deposits
pursuant to this Agreement) shall be released to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any Mortgage Loan identified in a report under
Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause,
to the extent that the Company as Master Servicer is granted such authority in
the related Servicing Agreement, the related Servicer to proceed with the
Commencement of Foreclosure as soon as practicable. Such election must be
evidenced by written notice received by the Company by 5:00 p.m., New York City
time, on the third Business Day following the delivery of such report under
Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the Mortgage Loan and three months interest on the Mortgage
Loan at the applicable Mortgage Interest Rate. If and when any such Mortgage
Loan is brought current by the mortgagor, all amounts in the Collateral Fund in
respect of such Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any Mortgage Loan upon
the failure of the Purchaser to deposit the above amounts relating to the
Mortgage Loan within two Business Days of the Election to Foreclose subject to
Section 3.01.
(c) With respect to any Mortgage Loan as to which the Purchaser has made an
Election to Foreclose, the related Servicer shall continue to service the
Mortgage Loan in accordance with its customary procedures (other than
Commencement of Foreclosure as provided herein). In connection therewith, the
Company shall have the same rights to make withdrawals for Monthly Advances and
Liquidations Expenses from the Collateral Fund as are provided under Section
2.02(e), and the Company shall make reimbursements thereto to the limited extent
provided under such subsection in accordance with its customary procedures. The
Company shall not be required to cause, to the extent that the Company as Master
Servicer is granted such authority in the related Servicing Agreement, the
related Servicer to proceed with the Commencement of Foreclosure if (i) the same
is stayed as a result of the mortgagor's bankruptcy or is otherwise barred by
applicable law, or to the extent that all legal conditions precedent thereto
have not yet been complied with, or (ii) the Company believes there is a breach
of representations or warranties by the Company, a Servicer, or a Seller, which
may result in a repurchase or substitution of such Mortgage Loan, or (iii) the
Company or related Servicer reasonably believes the Mortgaged Property may be
contaminated with or affected by hazardous wastes or hazardous substances (and,
without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the Mortgage Loan has been
brought current or if a refinancing or prepayment occurs with respect to the
Mortgage Loan (including by means of a short payoff approved by the Purchaser)
or (y) with notice to the Purchaser if the related Servicer has reached the
terms of a forbearance agreement unless instructed otherwise by the Purchaser
within two Business Days of such notification. Any such instruction shall be
based upon a decision that such forbearance agreement is not in conformity with
reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any Mortgage Loan
as to which the Purchaser made an Election to Foreclose and as to which the
related Servicer proceeded with the Commencement of Foreclosure in accordance
with subsection (c) above, the Company shall calculate the amount, if any, by
which the unpaid principal balance of the Mortgage Loan at the time of
liquidation (plus all unreimbursed interest and servicing advances and
Liquidation Expenses in connection therewith other than those paid from the
Collateral Fund) exceeds the actual sales price obtained for the related
Mortgaged Property, and the Company shall withdraw the amount of such excess
from the Collateral Fund, shall remit the same to the Trust Estate and in its
capacity as Master Servicer shall apply such amount as additional Liquidation
Proceeds pursuant to the Pooling and Servicing Agreement. After making such
withdrawal, all amounts remaining in the Collateral Fund (after adjustment for
all withdrawals and deposits pursuant to subsection (c) in respect of such
Mortgage Loan shall be released to the Purchaser.
Section 2.04 Termination
(a) With respect to all Mortgage Loans included in the Trust Estate, the
Purchaser's right to make any Election to Delay Foreclosure or any Election to
Foreclose and the Company's obligations under Section 2.01 shall terminate (i)
at such time as the Principal Balance of the Class B Certificates has been
reduced to zero, (ii) if the greater of (x) 43% (or such lower or higher
percentage that represents the related Servicer's actual historical loss
experience with respect to the Mortgage Loans in the related pool as determined
by the Company) of the aggregate principal balance of all Mortgage Loans that
are in foreclosure or are more than 90 days delinquent on a contractual basis
and REO properties or (y) the aggregate amount that the Company estimates
through the normal servicing practices of the related Servicer will be required
to be withdrawn from the Collateral Fund with respect to Mortgage Loans as to
which the Purchaser has made an Election to Delay Foreclosure or an Election to
Foreclosure, exceeds (z) the then-current principal balance of the Class B
Certificates, (iii) upon any transfer by the Purchaser of any interest (other
than the minority interest therein, but only if the transferee provides written
acknowledgment to the Company of the Purchaser's right hereunder and that such
transferee will have no rights hereunder) in the Class B Certificates (whether
or not such transfer is registered under the Pooling and Servicing Agreement),
including any such transfer in connection with a termination of the Trust Estate
or (iv) upon any breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last Mortgage Loan as to which the Purchaser made any Election to Delay
Foreclosure or any Election to Foreclose and the withdrawal of all remaining
amounts in the Collateral Fund as provided herein and (ii) ten Business Days'
notice. The Purchaser's right to make an election pursuant to Section 2.02 or
Section 2.03 hereof with respect to a particular Mortgage Loan shall terminate
if the Purchaser fails to make any deposit required pursuant to Section 2.02(d)
or 2.03(b) or if the Purchaser fails to make any other deposit to the Collateral
Fund pursuant to this Agreement.
ARTICLE III
COLLATERAL FUND; SECURITY INTEREST
Section 3.01. Collateral Fund
Upon receipt from the Purchaser of the initial amount required to be
deposited in the Collateral Fund pursuant to Article II, the Company shall
establish and maintain with Bankers Trust Company as a segregated account on its
books and records an account (the "Collateral Fund"), entitled "Norwest Bank
Minnesota, National Association, as Master Servicer, for the benefit of
registered holders of Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1998-15. Amounts held in the Collateral Fund shall continue
to be the property of the Purchaser, subject to the first priority security
interest granted hereunder for the benefit of the Certificateholders, until
withdrawn from the Collateral Fund pursuant to Section 2.02 or 2.03 hereof. The
Collateral Fund shall be an "outside reserve fund" within the meaning of the
REMIC Provisions, beneficially owned by the Purchaser for federal income tax
purposes. All income, gain, deduction or loss with respect to the Collateral
Fund shall be that of the Purchaser. All distributions from the Trust Fund to
the Collateral Fund shall be treated as distributed to the Purchaser as the
beneficial owner thereof.
Upon the termination of this Agreement and the liquidation of all Mortgage
Loans as to which the Purchaser has made any Election to Delay Foreclosure or
any Election to Foreclose pursuant to Section 2.04 hereof, the Company shall
distribute or cause to be distributed to the Purchaser all amounts remaining in
the Collateral Fund (after adjustment for all deposits and permitted withdrawals
pursuant to this Agreement) together with any investment earnings thereon. In
the event the Purchaser has made any Election to Delay Foreclosure or any
Election to Foreclose, prior to any distribution to the Purchaser of all amounts
remaining in the Collateral Fund, funds in the Collateral Fund shall be applied
consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an
immediate termination of the Purchaser's right to make any Election to Delay
Foreclosure or Election to Foreclose and the Company's obligations under this
Agreement with respect to all Mortgage Loans to which such insufficiencies
relate, without the necessity of any further notice or demand on the part of the
Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
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Attention:
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Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:
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Name:
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Title:
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By:
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Name:
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Title:
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