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: July 29, 1998
(Date of earliest event reported)
Commission File No. 333-45021
Norwest Asset Securities Corporation
- --------------------------------------------------------------------------------
Delaware 52-1972128
- --------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way, Frederick, Maryland 21703
- --------------------------------------------------------------------------------
Address of principal executive offices (Zip Code)
(301) 846-8881
- --------------------------------------------------------------------------------
Registrant's Telephone Number, including area code
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>
ITEM 5. Other Events
On July 29, 1998, Norwest Asset Securities Corporation, a Delaware
corporation (the "Registrant"), sold Mortgage Pass-Through Certificates, Series
1998-19, Class 1-A-1, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 2-A-1, Class
2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class
2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-R, Class
2-A-LR, Class 2-B-1, Class 2-B-2 and Class 2-B-3 (the "Offered Certificates"),
having an aggregate original principal balance of $471,932,000. The Offered
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of July 29, 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 1998-19,
Class 1-A-PO and Class 2-A-PO Certificates (having an aggregate initial
principal balance of $561,461.79), and Class 1-B-4, Class 1-B-5, Class 1-B-6,
Class 2-B-4, Class 2-B-5, and Class 2-B-6 Certificates (having an aggregate
initial principal balance of $3,331,610.18) (the "Private Class B Certificates"
and, together with the Class 1-A-PO and Class 2-A-PO Certificates and the
Offered Certificates, the "Certificates"), were also issued pursuant to the
Agreement.
As of the date of initial issuance, the Offered Certificates evidenced an
approximate 99.18% undivided interest in a trust fund (the "Trust Estate"),
consisting principally of a pool of fixed interest rate, conventional, monthly
pay, fully-amortizing, one-to four-family residential first mortgage loans,
other than the Fixed Retained Yield (as defined in this Agreement), which may
include loans secured by shares issued by cooperative housing corporations. The
remaining undivided interests in the Trust Estate are evidenced by the Class
1-A-PO, 2-A-PO and Private Class B Certificates. Distributions on the Private
Class B Certificates are subordinated to distributions on the Offered
Certificates, Class 1-A-PO and Class 2-A-PO Certificates.
Interest on the Offered Certificates will be distributed on each
Distribution Date (as defined in the Agreement). Monthly distributions in
reduction of the principal balance of the Offered Certificates will be allocated
to the Offered Certificates in accordance with the priorities set forth in the
Agreement. Distributions of interest and in reduction of principal balance on
any Distribution Date will be made to the extent that the Pool Distribution
Amount is sufficient therefor.
An election will be made to treat the Trust Estate as two REMICs for
federal income tax purposes (the "Upper-Tier REMIC" and "Lower-Tier REMIC",
respectively). The Class 1-A-1, Class 1-A-PO, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class
2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-PO, Class 2-B-1,
Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates
will be treated as "regular interests" in the Upper-Tier REMIC and the Class
2-A-R and Class 2-A-LR Certificate will be treated as the "residual interest" in
the "Upper-Tier REMIC" and "Lower-Tier REMIC", respectively.
<PAGE>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
- ----------- -----------
(EX-4) Pooling and Servicing Agreement, dated as of
July 29, 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
July 29, 1998
/s/ Patrick Greene
------------------------------
Patrick Greene
Assistant Vice President
<PAGE>
INDEX TO EXHIBITS
-----------------
Paper (P) or
Exhibit No. Description Electronic (E)
(EX-4) Pooling and Servicing E
Agreement, dated as of July 29, 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 July 29, 1998
$475,825,071.97
Mortgage Pass-Through Certificates
Series 1998-19
- --------------------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
-----------
Section 1.01. Definitions .....................................................
Section 1.02. Acts of Holders .................................................
Section 1.03. Effect of Headings and Table of Contents ........................
Section 1.04. Benefits of Agreement ...........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES
-------------------------------------------------------------------
Section 2.01. Conveyance of Mortgage Loans ....................................
Section 2.02. Acceptance by 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
-------------------------------------------------------------------
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 Agreements ............
Section 3.10. Application of Net Liquidation Proceeds .........................
Section 3.11. 1934 Act Reports ................................................
ARTICLE IV
DISTRIBUTIONS IN RESPECT OF CERTIFICATES; PAYMENTS
--------------------------------------------------
TO CERTIFICATEHOLDERS; STATEMENTS AND REPORTS
---------------------------------------------
Section 4.01. Distributions ...................................................
Section 4.02. Allocation of Realized Losses ...................................
Section 4.03. Paying Agent ....................................................
Section 4.04. Statements to Certificateholders; Report to the Trustee and
the Seller ....................................................
Section 4.05. Reports to Mortgagors and the Internal Revenue Service ..........
Section 4.06. Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer ................................
Section 4.07. Determination of LIBOR ..........................................
ARTICLE V
THE CERTIFICATES
----------------
Section 5.01. The Certificates ................................................
Section 5.02. Registration of Certificates ....................................
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates ...............
Section 5.04. Persons Deemed Owners ...........................................
Section 5.05. Access to List of Certificateholders' Names and Addresses .......
Section 5.06. Maintenance of Office or Agency .................................
Section 5.07. Definitive Certificates .........................................
Section 5.08. Notices to Clearing Agency ......................................
ARTICLE VI
THE SELLER AND THE MASTER SERVICER
----------------------------------
Section 6.01. Liability of the Seller and the Master Servicer .................
Section 6.02. Merger or Consolidation of the Seller or the Master
Servicer ......................................................
Section 6.03. Limitation on Liability of the Seller, the Master
Servicer and Others ...........................................
Section 6.04. Resignation of the Master Servicer ..............................
Section 6.05. Compensation to the Master Servicer .............................
Section 6.06. Assignment or Delegation of Duties by Master Servicer ...........
Section 6.07. Indemnification of Trustee and Seller by Master Servicer ........
ARTICLE VII
DEFAULT
-------
Section 7.01. Events of Default ...............................................
Section 7.02. Other Remedies of Trustee .......................................
Section 7.03. Directions by Certificateholders and 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
----------------------
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 Advances ................................................
ARTICLE IX
TERMINATION
-----------
Section 9.01. Termination upon Purchase by the Seller or Liquidation
of All Mortgage Loans .........................................
Section 9.02. Additional Termination Requirements .............................
ARTICLE X
MISCELLANEOUS PROVISIONS
------------------------
Section 10.01. Amendment ......................................................
Section 10.02. Recordation of Agreement .......................................
Section 10.03. Limitation on Rights of Certificateholders .....................
Section 10.04. Governing Law; Jurisdiction ....................................
Section 10.05. Notices ........................................................
Section 10.06. Severability of Provisions .....................................
Section 10.07. Special Notices to Rating Agencies .............................
Section 10.08. Covenant of Seller .............................................
Section 10.09. Recharacterization .............................................
ARTICLE XI
TERMS FOR CERTIFICATES
----------------------
Section 11.01. (a) Class 1-A Fixed Pass-Through Rate .........................
Section 11.01. (b) Class 2-A Fixed Pass-Through Rate .........................
Section 11.02. Cut-Off Date ...................................................
Section 11.03. (a) Pool I Cut-Off Date Aggregate Principal Balance ...........
Section 11.03. (b) Pool II Cut-Off Date Aggregate Principal Balance ..........
Section 11.04. (a) Original Class 1-A Percentage .............................
Section 11.04. (b) Original Class 2-A Percentage .............................
Section 11.05. (a) Original Class 1-Principal Balances .......................
Section 11.05. (b) Original Class 2-A Class Principal Balances ...............
Section 11.05. (c) Original Class 2-A-8 Notional Amount ......................
Section 11.06. (a) Original Class 1-A Non-PO Principal Balance ...............
Section 11.06. (b) Original Class 2-A Non-PO Principal Balance ...............
Section 11.07. (a) Group 1 Original Subordinated Percentage ..................
Section 11.07. (b) Group 2 Original A Non-PO Principal Balance ...............
Section 11.08. (a) Original Class 1-B-1 Percentage ...........................
Section 11.08. (b) Original Class 2-B-1 Percentage ...........................
Section 11.09. (a) Original Class 1-B-2 Percentage ...........................
Section 11.09. (b) Original Class 2-B-2 Percentage ...........................
Section 11.10. (a) Original Class 1-B-3 Percentage ...........................
Section 11.10. (b) Original Class 2-B-3 Percentage ...........................
Section 11.11. (a) Original Class 1-B-4 Percentage ...........................
Section 11.11. (b) Original Class 2-B-4 Percentage ...........................
Section 11.12. (a) Original Class 1-B-5 Percentage ...........................
Section 11.12. (b) Original Class 2-B-5 Percentage ...........................
Section 11.13. (a) Original Class 1-B-6 Percentage ...........................
Section 11.13. (b) Original Class 2-B-6 Percentage ...........................
Section 11.14. (a) Original Class 1-B-6 Percentage ...........................
Section 11.14. (b) Original Class 2-B Principal Balance ......................
Section 11.15. (a) Original Principal Balances of the Classes of Class 1-B
Certificates ....................................
Section 11.15. (b) Original Principal Balances of the Classes of Class 2-B
Certificates ....................................
Section 11.16. (a) Original Class 1-B-1 Fractional Interest ..................
Section 11.16. (b) Original Class 2-B-1 Fractional Interest ..................
Section 11.17. (a) Original Class 1-B-2 Fractional Interest ..................
Section 11.17. (b) Original Class 2-B-2 Fractional Interest ..................
Section 11.18. (a) Original Class 1-B-3 Fractional Interest ..................
Section 11.18. (b) Original Class 2-B-3 Fractional Interest ..................
Section 11.19. (a) Original Class 1-B-4 Fractional Interest ..................
Section 11.19. (b) Original Class 2-B-4 Fractional Interest ..................
Section 11.20. (a) Original Class 1-B-5 Fractional Interest ..................
Section 11.20. (b) Original Class 2-B-5 Fractional Interest ..................
Section 11.21. Closing Date ...................................................
Section 11.22. Right to Purchase ..............................................
Section 11.23. Wire Transfer Eligibility ......................................
Section 11.24. Single Certificate .............................................
Section 11.25. Servicing Fee Rate .............................................
Section 11.26. Master Servicing Fee Rate ......................................
<PAGE>
EXHIBITS
--------
EXHIBIT 1-A-1 - Form of Face of Class 1-A-1 Certificate
EXHIBIT 1-A-PO - Form of Face of Class 1-A-PO Certificate
EXHIBIT 1-B-1 - Form of Face of Class 1-B-1 Certificate
EXHIBIT 1-B-2 - Form of Face of Class 1-B-2 Certificate
EXHIBIT 1-B-3 - Form of Face of Class 1-B-3 Certificate
EXHIBIT 1-B-4 - Form of Face of Class 1-B-4 Certificate
EXHIBIT 1-B-5 - Form of Face of Class 1-B-5 Certificate
EXHIBIT 1-B-6 - Form of Face of Class 1-B-6 Certificate
EXHIBIT 2-A-1 - Form of Face of Class 2-A-1 Certificate
EXHIBIT 2-A-2 - Form of Face of Class 2-A-2 Certificate
EXHIBIT 2-A-3 - Form of Face of Class 2-A-3 Certificate
EXHIBIT 2-A-4 - Form of Face of Class 2-A-4 Certificate
EXHIBIT 2-A-5 - Form of Face of Class 2-A-5 Certificate
EXHIBIT 2-A-6 - Form of Face of Class 2-A-6 Certificate
EXHIBIT 2-A-7 - Form of Face of Class 2-A-7 Certificate
EXHIBIT 2-A-8 - Form of Face of Class 2-A-8 Certificate
EXHIBIT 2-A-9 - Form of Face of Class 2-A-9 Certificate
EXHIBIT 2-A-10 - Form of Face of Class 2-A-10 Certificate
EXHIBIT 2-A-11 - Form of Face of Class 2-A-11 Certificate
EXHIBIT 2-A-12 - Form of Face of Class 2-A-12 Certificate
EXHIBIT 2-A-PO - Form of Face of Class 2-A-PO Certificate
EXHIBIT 2-A-R - Form of Face of Class 2-A-R Certificate
EXHIBIT 2-A-LR - Form of Face of Class 2-A-LR Certificate
EXHIBIT 2-B-1 - Form of Face of Class 2-B-1 Certificate
EXHIBIT 2-B-2 - Form of Face of Class 2-B-2 Certificate
EXHIBIT 2-B-3 - Form of Face of Class 2-B-3 Certificate
EXHIBIT 2-B-4 - Form of Face of Class 2-B-4 Certificate
EXHIBIT 2-B-5 - Form of Face of Class 2-B-5 Certificate
EXHIBIT 2-B-6 - Form of Face of Class 2-B-6 Certificate
EXHIBIT C - Form of Reverse of Series 1998-19 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F-1A - Schedule of Pool I Mortgage Loans Serviced by Norwest
Mortgage from locations other than Frederick, Maryland
EXHIBIT F-1B - Schedule of Pool II Mortgage Loans Services by Norwest
Mortgage from locations other than Frederick, Maryland
EXHIBIT F-2A - Schedule of Pool I Mortgage Loans Serviced by Norwest
Mortgage in Frederick Maryland
EXHIBIT F-2B - Schedule of Pool II Mortgage Loans Serviced by Norwest
Mortgage in Frederick, Maryland
EXHIBIT F-3A - Schedule of Pool I Mortgage Loans Serviced by Other
Servicers
EXHIBIT F-3B - Schedule of Pool II Mortgage Loans Services 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-1 - Transferee's Letter (Class [1-A-PO] [1-B-4] [1-B-5]
[1-B-6] Certificates)
EXHIBIT J-2 - Transferee's Letter (Class [2-A-PO] [2-B-4] [2-B-5]
[2-B-6] Certificates)
EXHIBIT K-1 - Transferee's Letter (Class [1-B-1] [1-B-2] [1-B-3]
Certificates)
EXHIBIT K-2 - Transferee's Letter (Class [2-B-1] [2-B-2] [2-B-3]
Certificates)
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
<PAGE>
This Pooling and Servicing Agreement, dated as of July 29, 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: The earlier to occur of (i) the Distribution
Date following the Distribution Date on which the Principal Balances of the
Class 2-A-9 and Class 2-A-10 Certificates have been reduced to zero or (ii) the
Cross-Over Date.
Accrual Certificates: The Class 2-A-11 Certificates.
Accrual Distribution Amount: As to any Distribution Date prior to the
Accretion Termination Date, an amount equal to the sum of (i) the Class 2-A
Interest Percentage of the Class 2-A-11 Certificates of the Current Class 2-A
Interest Distribution Amount and (ii) the Class 2-A Interest Shortfall
Percentage of the Class 2-A-11 Certificates of the amount distributed in respect
of the Classes of Class 2-A Certificates pursuant to Paragraph second clause (I)
of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on
or after the Accretion Termination Date, zero.
Additional Collateral: As defined in the MLCC Servicing Agreement.
Additional Collateral Mortgage Loan: As defined in the MLCC Servicing
Agreement.
Agreement: This Pooling and Servicing Agreement and all amendments and
supplements hereto.
Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of Full Unscheduled Principal
Receipts and Partial Unscheduled Principal Receipts, the Unscheduled Principal
Receipt Period specified on Schedule I hereto, as amended from time to time by
the Master Servicer pursuant to Section 10.01(b) hereof.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.11. There shall initially be no Authenticating Agent for
the Certificates.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that a Bankruptcy Loss shall not
be deemed a Bankruptcy Loss hereunder so long as the applicable Servicer has
notified the Master Servicer and the 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.
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 1-A-1 Certificates, Class
2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates, Class
2-A-4 Certificates, Class 2-A-5 Certificates, Class 2-A-6 Certificates, Class
2-A-7 Certificates, Class 2-A-9 Certificates, Class 2-A-11 Certificates and
Class 2-A-12 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 1-A Certificates, Class 1-B Certificates,
Class 2-A Certificates or Class 2-B Certificates.
Certificate Account: Each of the Pool I Certificate Account and the Pool II
Certificate Account
Certificate Register and Certificate Registrar: Respectively, the register
maintained pursuant to and the registrar provided for in Section 5.02. The
initial Certificate Registrar is the 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 (i) variations
in the Percentage Interest evidenced thereby and (ii) in the case of the Class
1-A, Class 1-B, Class 2-A and Class 2-B Certificates, variations in Class
designation and other Class characteristics.
Class 1-A Certificate: Any one of the Class 1-A-1 Certificates or Class
1-A-PO Certificates.
Class 1-A Certificateholder: The registered holder of a Class 1-A
Certificate.
Class 1-A Distribution Amount: As to any Distribution Date and the Class
1-A-1 Certificates, the amount distributable to such Class pursuant to
Paragraphs first clause (I), second clause (I) and third clause (I) (A) of
Section 4.01(a)(i). As to any Distribution Date and the Class 1-A-PO
Certificates, the amount distributable to the Class 1-A-PO Certificates pursuant
to Paragraphs third clause (I) (B) and fourth clause (I) of Section 4.01(a)(i)
on such Distribution Date.
Class 1-A Fixed Pass-Through Rate: As to any Distribution Date, the rate
per annum set forth in Section 11.01.
Class 1-A Interest Accrual Amount: As to any Distribution Date, the Group 1
Interest Accrual Amount for the Class 1-A-1 Certificates with respect to such
Distribution Date.
Class 1-A Interest Percentage: As to any Distribution Date and the Class
1-A-1 Certificates, 100%.
Class 1-A Interest Shortfall Amount: As to any Distribution Date and the
Class 1-A-1 Certificates, any amount by which the Group 1 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 clause (I) of Section 4.01(a)(i).
Class 1-A Interest Shortfall Percentage: As to any Distribution Date and
the Class 1-A-1 Certificates, 100%.
Class 1-A Loss Denominator: As to any Determination Date, an amount equal
to the Principal Balance of the Class 1-A-1 Certificates.
Class 1-A Loss Percentage: As to any Determination Date and the Class 1-A-1
Certificates, 100%.
Class 1-A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class 1-A Interest Accrual Amount, (ii) the
Group 1 Aggregate Class 1-A Unpaid Interest Shortfall and (iii) the Class 1-A
Non-PO Optimal Principal Amount.
Class 1-A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool I Outstanding Mortgage Loan, of the
product of (x) the Pool I Non-PO Fraction with respect to such Pool I Mortgage
Loan, and (y) the sum of:
(i) the Class 1-A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool I Mortgage Loan, less (B) if the Pool I
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool I Mortgage Loan;
(ii) the Class 1-A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Pool I
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 1-A Prepayment Percentage of the Scheduled Principal
Balance of such Pool I Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-A Percentage of the excess of the unpaid principal
balance of such Pool I Mortgage Loan substituted for a defective Pool I
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool I 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 Pool I Mortgage Loan.
Class 1-A Non-PO Principal Balance: As of any date, an amount equal to the
Class 1-A Principal Balance less the Principal Balance of the Class 1-A-PO
Certificates.
Class 1-A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Class 1-A-1
Certificates pursuant to Paragraph third clause (I) (A) of Section 4.01(a)(i).
Class 1-A Percentage: As to any Distribution Date occurring on or prior to
the Group 1 Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class 1-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Pool I Balance
(Non-PO Portion). As to any Distribution Date occurring subsequent to the Group
1 Cross-Over Date, 100% or such lesser percentage which will cause the Class 1-A
Non-PO Principal Balance to decline to zero following the distribution made on
such Distribution Date.
Class 1-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2003, 100%. As to any Distribution Date
subsequent to July 2003 to and including the Distribution Date in July 2004, the
Class 1-A Percentage as of such Distribution Date plus 70% of the Group 1
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2004 to and including the Distribution Date in July
2005, the Class 1-A Percentage as of such Distribution Date plus 60% of the
Group 1 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2005 to and including the Distribution Date
in July 2006, the Class 1-A Percentage as of such Distribution Date plus 40% of
the Group 1 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2006 to and including the Distribution Date
in July 2007, the Class 1-A Percentage as of such Distribution Date plus 20% of
the Group 1 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2007, the Class 1-A Percentage as of such
Distribution Date. The foregoing is subject to the following: (i) if the
aggregate distribution to Holders of Class 1-A Certificates on any Distribution
Date of the Class 1-A Prepayment Percentage provided above of (a) Unscheduled
Principal Receipts distributable on such Distribution Date would reduce the
Class 1-A Non-PO Principal Balance below zero, the Class 1-A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Class 1-A Non-PO Principal Balance to zero and thereafter the Class 1-A
Prepayment Percentage shall be zero and (ii) if the Class 1-A Percentage as of
any Distribution Date is greater than the Original Class 1-A Percentage, the
Class 1-A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Class 1-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Class 1-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Class 1-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class 1-A Prepayment Percentage for the
Distribution Date occurring in the July preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class 1-A
Prepayment Percentage for the current Distribution Date, the current Class 1-A
Percentage and Group 1 Subordinated Percentage shall be utilized). In order for
the reduction referred to in the second through sixth sentences to be
applicable, with respect to any Distribution Date (a) the average outstanding
principal balance on such Distribution Date and for the preceding five
Distribution Dates on the Pool I Mortgage Loans that were delinquent 60 days or
more (including for this purpose any payments due with respect to Pool I
Mortgage Loans in foreclosure and REO Mortgage Loans) must be less than 50% of
the current Class 1-B Principal Balance and (b) cumulative Realized Losses on
the Pool I Mortgage Loans shall not exceed (1) 30% of the Original Class 1-B
Principal Balance if such Distribution Date occurs between and including August
2003 and July 2004 (2) 35% of the Original Class 1-B Principal Balance if such
Distribution Date occurs between and including August 2004 and July 2005, (3)
40% of the Original Class 1-B Principal Balance if such Distribution Date occurs
between and including August 2005 and July 2006, (4) 45% of the Original Class
1-B Principal Balance if such Distribution Date occurs between and including
August 2006 and July 2007, and (5) 50% of the Original Class 1-B Principal
Balance if such Distribution Date occurs during or after August 2007. With
respect to any Distribution Date on which the Class 1-A Prepayment Percentage is
reduced below the Class 1-A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trustee, based upon information
provided by each Servicer as to the Pool I Mortgage Loans serviced by it that
the criteria set forth in the preceding sentence are met.
Class 1-A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Class 1-A-1 Certificates and Class 1-A-PO
Certificates.
Class 1-A Unpaid Interest Shortfall: As to any Distribution Date and the
Class 1-A-1 Certificates, the amount, if any, by which the aggregate of the
Class 1-A Interest Shortfall Amounts for such Class for prior Distribution Dates
is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second clause (I) of Section
4.01(a)(i).
Class 1-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 1-A-1 and Exhibit C hereto.
Class 1-A-1 Certificateholder: The registered holder of a Class 1-A-1
Certificate.
Class 1-A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-A-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 1-A-PO and Exhibit C hereto.
Class 1-A-PO Certificateholder: The registered holder of a Class 1-A-PO
Certificate.
Class 1-A-PO Deferred Amount: For any Distribution Date prior to the Group
1 Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class 1-A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class 1-A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (I) (B) of Section
4.01(a)(i) and (y) the sum of the product for each Pool I Discount Mortgage Loan
which became a Liquidated Loan at any time on or prior to the last day of the
applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the Pool I PO Fraction for such Pool I Discount Mortgage Loan and
(b) an amount equal to the principal portion of Realized Losses (other than
Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such
Pool I Mortgage Loan other than Pool I Excess Special Hazard Losses, Pool I
Excess Fraud Losses and Pool I Excess Bankruptcy Losses and (B) amounts
distributed on the Class 1-A-PO Certificates on prior Distribution Dates
pursuant to Paragraph fourth clause (I) of Section 4.01(a)(i). On and after the
Group 1 Cross-Over Date, the Class 1-A-PO Deferred Amount will be zero. No
interest will accrue on any Class 1-A-PO Deferred Amount.
Class 1-A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Pool I Outstanding Mortgage Loan, of the
product of (x) the Pool I PO Fraction with respect to such Pool I 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 Pool I
Mortgage Loan, less (B) if the Pool I Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Pool I Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Pool I 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 Pool I Mortgage Loan
that was repurchased by the Seller during such preceding month pursuant to
Section 2.02 or 2.03; and
(iv) the excess of the unpaid principal balance of such Pool I
Mortgage Loan substituted for a defective Pool I Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Pool I 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 Pool I Mortgage Loan.
Class 1-B Certificate: Any one of the Class 1-B-1 Certificates, Class 1-B-2
Certificates, Class 1-B-3 Certificates, Class 1-B-4 Certificates, Class 1-B-5
Certificates or Class 1-B-6 Certificates.
Class 1-B Certificateholder: The registered holder of a Class 1-B
Certificate.
Class 1-B Distribution Amount: Any of the Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5 or Class 1-B-6 Distribution Amounts.
Class 1-B Interest Accrual Amount: As to any Distribution Date, the sum of
the Group 1 Interest Accrual Amounts for the Classes of Class 1-B Certificates
with respect to such Distribution Date.
Class 1-B Interest Percentage: As to any Distribution Date and any Class of
Class 1-B Certificates, the percentage calculated by dividing the Group 1
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class 1-B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Group 1 Interest Accrual
Amount).
Class 1-B Interest Shortfall Amount: Any of the Class 1-B-1 Interest
Shortfall Amount, Class 1-B-2 Interest Shortfall Amount, Class 1-B-3 Interest
Shortfall Amount, Class 1-B-4 Interest Shortfall Amount, Class 1-B-5 Interest
Shortfall Amount or Class 1-B-6 Interest Shortfall Amount.
Class 1-B Loss Percentage: As to any Determination Date and any Class of
Class 1-B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class 1-B Certificates by the Class 1-B Principal
Balance (determined without regard to any Principal Balance of any Class of
Class 1-B Certificates not then outstanding), in each case determined as of the
preceding Determination Date.
Class 1-B Pass-Through Rate: As to any Distribution Date, 6.500% per annum.
Class 1-B Percentage: Any one of the Class 1-B-1 Percentage, Class 1-B-2
Percentage, Class 1-B-3 Percentage, Class 1-B-4 Percentage, Class 1-B-5
Percentage or Class 1-B-6 Percentage.
Class 1-B Prepayment Percentage: Any of the Class 1-B-1 Prepayment
Percentage, Class 1-B-2 Prepayment Percentage, Class 1-B-3 Prepayment
Percentage, Class 1-B-4 Prepayment Percentage, Class 1-B-5 Prepayment Percentage
or Class 1-B-6 Prepayment Percentage.
Class 1-B Principal Balance: As of any date, an amount equal to the sum of
the Class 1-B-1 Principal Balance, Class 1-B-2 Principal Balance, Class 1-B-3
Principal Balance, Class 1-B-4 Principal Balance, Class 1-B-5 Principal Balance
and Class 1-B-6 Principal Balance.
Class 1-B Unpaid Interest Shortfall: Any of the Class 1-B-1 Unpaid Interest
Shortfall, Class 1-B-2 Unpaid Interest Shortfall, Class 1-B-3 Unpaid Interest
Shortfall, Class 1-B-4 Unpaid Interest Shortfall, Class 1-B-5 Unpaid Interest
Shortfall or Class 1-B-6 Unpaid Interest Shortfall.
Class 1-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 1-B-1 and Exhibit C hereto.
Class 1-B-1 Certificateholder: The registered holder of a Class 1-B-1
Certificate.
Class 1-B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-1 Certificates pursuant to
Paragraphs fifth clause (I), sixth clause (I) and seventh clause (I) of Section
4.01(a)(i).
Class 1-B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 1 Interest Accrual Amount of the Class 1-B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-1 Certificates on such Distribution Date
pursuant to Paragraph fifth clause (I) of Section 4.01(a)(i).
Class 1-B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool I Outstanding Mortgage Loan, of the
product of (x) the Pool I Non-PO Fraction with respect to such Pool I Mortgage
Loan and (y) the sum of:
(i) the Class 1-B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool I Mortgage Loan, less (B) if the Pool I
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool I Mortgage Loan;
(ii) the Class 1-B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool I Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 1-B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Pool I Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-1 Percentage of the excess of the unpaid principal
balance of such Pool I Mortgage Loan substituted for a defective Pool I
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool I 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 Pool I Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 1-B-1 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-1 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-1 Certificates.
Class 1-B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group 1 Subordinated Percentage by either (i) if
any Class 1-B Certificates (other than the Class 1-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
1-B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 1-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 1-B Certificates (other than the Class 1-B-1 Certificates) are
not eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class 1-B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group 1 Subordinated Prepayment
Percentage by either (i) if any Class 1-B Certificates (other than the Class
1-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 1-B-1 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class 1-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 1-B Certificates
(other than the Class 1-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class 1-B-1 Principal Balance: As to the first Determination Date, the
Original Class 1-B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh clause (I) of Section
4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b) the
Realized Losses on the Pool I Mortgage Loans allocated through such
Determination Date to the Class 1-B-1 Certificates pursuant to Section 4.02(b)
and (ii) the Pool I Adjusted Pool Amount as of the preceding Distribution Date
less the Class 1-A Principal Balance as of such Determination Date.
Class 1-B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth clause (I) of Section 4.01(a).
Class 1-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 1-B-2 and Exhibit C hereto.
Class 1-B-2 Certificateholder: The registered holder of a Class 1-B-2
Certificate.
Class 1-B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-2 Certificates pursuant to
Paragraphs eighth clause (I), ninth clause (I) and tenth clause (I) of Section
4.01(a)(i).
Class 1-B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 1 Interest Accrual Amount of the Class 1-B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-2 Certificates on such Distribution Date
pursuant to Paragraph eighth clause (I) of Section 4.01(a)(i).
Class 1-B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Group 1 Outstanding Mortgage Loan, of the
product of (x) the Pool I Non-PO Fraction with respect to such Pool I Mortgage
Loan and (y) the sum of:
(i) the Class 1-B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool I Mortgage Loan, less (B) if the Pool I
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool I Mortgage Loan;
(ii) the Class 1-B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool I Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 1-B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Pool I Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-2 Percentage of the excess of the unpaid principal
balance of such Pool I Mortgage Loan substituted for a defective Pool I
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool I 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 Pool I Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 1-B-2 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-2 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-2 Certificates.
Class 1-B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 1-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 1-B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 1-B-2 Percentage for
such Distribution Date will be zero.
Class 1-B-2 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 1-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 1-B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
1-B-2 Prepayment Percentage for such Distribution Date will be zero.
Class 1-B-2 Principal Balance: As to the first Determination Date, the
Original Class 1-B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth clause (I) of Section
4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b) the
Realized Losses on the Pool I Mortgage Loans allocated through such
Determination Date to the Class 1-B-2 Certificates pursuant to Section 4.02(b)
and (ii) the Pool I Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class 1-A Principal Balance and the Class 1-B-1 Principal
Balance as of such Determination Date.
Class 1-B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth clause (I) of Section 4.01(a)(i).
Class 1-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 1-B-3 and Exhibit C hereto.
Class 1-B-3 Certificateholder: The registered holder of a Class 1-B-3
Certificate.
Class 1-B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-3 Certificates pursuant to
Paragraphs eleventh clause (I), twelfth clause (I) and thirteenth clause (I) of
Section 4.01(a)(i).
Class 1-B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 1 Interest Accrual Amount of the Class 1-B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-3 Certificates on such Distribution Date
pursuant to Paragraph eleventh clause (I) of Section 4.01(a)(i).
Class 1-B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Group 1 Outstanding Mortgage Loan, of the
product of (x) the Pool I Non-PO Fraction with respect to such Pool I Mortgage
Loan and (y) the sum of:
(i) the Class 1-B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool I Mortgage Loan, less (B) if the Pool I
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool I Mortgage Loan;
(ii) the Class 1-B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool I Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 1-B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Pool I Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-3 Percentage of the excess of the unpaid principal
balance of such Pool I Mortgage Loan substituted for a defective Pool I
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool I 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 Pool I Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 1-B-3 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-3 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-3 Certificates.
Class 1-B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 1-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 1-B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 1-B-3 Percentage for
such Distribution Date will be zero.
Class 1-B-3 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 1-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 1-B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
1-B-3 Prepayment Percentage for such Distribution Date will be zero.
Class 1-B-3 Principal Balance: As to the first Determination Date, the
Original Class 1-B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth clause (I) of
Section 4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b)
the Realized Losses on the Pool I Mortgage Loans allocated through such
Determination Date to the Class 1-B-3 Certificates pursuant to Section 4.02(b)
and (ii) the Pool I Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class 1-A Principal Balance, the Class 1-B-1 Principal
Balance and the Class 1-B-2 Principal Balance as of such Determination Date.
Class 1-B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth clause (I) of Section 4.01(a)(i).
Class 1-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 1-B-4 and Exhibit C hereto.
Class 1-B-4 Certificateholder: The registered holder of a Class 1-B-4
Certificate.
Class 1-B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-4 Certificates pursuant to
Paragraphs fourteenth clause (I), fifteenth clause (I), and sixteenth clause (I)
of Section 4.01(a)(i).
Class 1-B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 1 Interest Accrual Amount of the Class 1-B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-4 Certificates on such Distribution Date
pursuant to Paragraph fourteenth clause (I) of Section 4.01(a)(i).
Class 1-B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool I Outstanding Mortgage Loan, of the
product of (x) the Pool I Non-PO Fraction with respect to such Pool I Mortgage
Loan and (y) the sum of:
(i) the Class 1-B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool I Mortgage Loan, less (B) if the Pool I
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool I Mortgage Loan;
(ii) the Class 1-B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool I Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 1-B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Pool I Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-4 Percentage of the excess of the unpaid principal
balance of such Pool I Mortgage Loan substituted for a defective Pool I
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool I 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 Pool I Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 1-B-4 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-4 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-4 Certificates.
Class 1-B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 1-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 1-B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 1-B-4 Percentage for
such Distribution Date will be zero.
Class 1-B-4 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 1-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 1-B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
1-B-4 Prepayment Percentage for such Distribution Date will be zero.
Class 1-B-4 Principal Balance: As to the first Determination Date, the
Original Class 1-B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth clause (I) of
Section 4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b)
the Realized Losses on the Pool I Mortgage Loans allocated through such
Determination Date to the Class 1-B-4 Certificates pursuant to Section 4.02(b)
and (ii) the Pool I Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class 1-A Principal Balance, the Class 1-B-1 Principal
Balance, the Class 1-B-2 Principal Balance and the Class 1-B-3 Principal Balance
as of such Determination Date.
Class 1-B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth clause (I) of Section 4.01(a)(i).
Class 1-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 1-B-5 and Exhibit C hereto.
Class 1-B-5 Certificateholder: The registered holder of a Class 1-B-5
Certificate.
Class 1-B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-5 Certificates pursuant to
Paragraphs seventeenth clause (1), eighteenth clause (I) and nineteenth clause
(I) of Section 4.01(a)(i).
Class 1-B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 1 Interest Accrual Amount of the Class 1-B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-5 Certificates on such Distribution Date
pursuant to Paragraph seventeenth clause (I) of Section 4.01(a)(i).
Class 1-B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool I Outstanding Mortgage Loan, of the
product of (x) the Pool I Non-PO Fraction with respect to such Pool I Mortgage
Loan and (y) the sum of:
(i) the Class 1-B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool I Mortgage Loan, less (B) if the Pool I
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool I Mortgage Loan;
(ii) the Class 1-B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool I Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 1-B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Pool I Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-5 Percentage of the excess of the unpaid principal
balance of such Pool I Mortgage Loan substituted for a defective Pool I
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool I 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 Pool I Mortgage Loan;
provided, however, that if a Group 1 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 1-B-5 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-5 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-5 Certificates.
Class 1-B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 1-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 1-B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 1-B-5 Percentage for
such Distribution Date will be zero.
Class 1-B-5 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 1-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 1-B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
1-B-5 Prepayment Percentage for such Distribution Date will be zero.
Class 1-B-5 Principal Balance: As to the first Determination Date, the
Original Class 1-B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth clause (I) of
Section 4.01(a)(i) and (B) as a result of a Group 1 Principal Adjustment and (b)
the Realized Losses allocated through such Determination Date to the Class 1-B-5
Certificates pursuant to Section 4.02(b) and (ii) the Pool I Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 1-A
Principal Balance, the Class 1-B-1 Principal Balance, the Class 1-B-2 Principal
Balance, the Class 1-B-3 Principal Balance and the Class 1-B-4 Principal Balance
as of such Determination Date.
Class 1-B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth clause (I) of Section 4.01(a)(i).
Class 1-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 1-B-6 and Exhibit C hereto.
Class 1-B-6 Certificateholder: The registered holder of a Class 1-B-6
Certificate.
Class 1-B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 1-B-6 Certificates pursuant to
Paragraphs twentieth clause (I), twenty-first clause (I) and twenty-second
clause (I) of Section 4.01(a)(i).
Class 1-B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 1 Interest Accrual Amount of the Class 1-B-6
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 1-B-6 Certificates on such Distribution Date
pursuant to Paragraph twentieth clause (I) of Section 4.01(a)(i).
Class 1-B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool I Outstanding Mortgage Loan, of the
product of (x) the Pool I Non-PO Fraction with respect to such Pool I Mortgage
Loan and (y) the sum of:
(i) the Class 1-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 Pool I Mortgage Loan, less (B) if the Pool I
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool I Mortgage Loan;
(ii) the Class 1-B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool I Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 1-B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Pool I Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 1-B-6 Percentage of the excess of the unpaid principal
balance of such Pool I Mortgage Loan substituted for a defective Pool I
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool I 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 Pool I Mortgage Loan;
provided, however, that if an Group 1 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 1-B-6 Optimal
Principal Amount will equal the lesser of (A) the Class 1-B-6 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 1
Adjusted Principal Balance for the Class 1-B-6 Certificates.
Class 1-B-6 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 1
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
1-B-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 1-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 1-B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class
1-B-6 Percentage for such Distribution Date will be zero.
Class 1-B-6 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 1 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 1-B-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 1-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 1-B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class 1-B-6 Prepayment Percentage for such Distribution Date
will be zero.
Class 1-B-6 Principal Balance: As to the first Determination Date, the
Original Class 1-B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 1-B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 1-B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second clause (I) of
Section 4.01(a)(i) and (b) the Realized Losses on the Pool I Mortgage Loans
allocated through such Determination Date to the Class 1-B-6 Certificates
pursuant to Section 4.02(b) and (ii) the Pool I Adjusted Pool Amount as of the
preceding Distribution Date less the Class 1-A Principal Balance, the Class
1-B-1 Principal Balance, the Class 1-B-2 Principal Balance, the Class 1-B-3
Principal Balance, the Class 1-B-4 Principal Balance and the Class 1-B-5
Principal Balance as of such Determination Date.
Class 1-B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 1-B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 1-B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first clause (I) of Section 4.01(a)(i).
Class 1-B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 1-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.
Class 2-A Certificate: Any one of the Class 2-A-1 Certificates, Class 2-A-2
Certificates, Class 2-A-3 Certificates, Class 2-A-4 Certificates, Class 2-A-5
Certificates, Class 2-A-6 Certificates, Class 2-A-7 Certificates, Class 2-A-8
Certificates, Class 2-A-9 Certificates, Class 2-A-10 Certificates, Class 2-A-11
Certificates, Class 2-A-12 Certificates, Class 2-A-PO Certificates, Class 2-A-R
Certificates or Class 2-A-LR Certificates.
Class 2-A Certificateholder: The registered holder of a Class 2-A
Certificate.
Class 2-A Distribution Amount: As to any Distribution Date and any Class of
Class 2-A Certificates (other than the Class 2-A-8, Class 2-A-11 and Class
2-A-PO Certificates), the amount distributable to such Class of Class 2-A
Certificates pursuant to Paragraphs first clause (II), second clause (II) and
third clause (II) (A) of Section 4.01(a)(i). As to the Class 2-A-8 Certificates,
the amount distributable to such Class pursuant to Paragraphs first clause (II)
and second clause (II) of Section 4.01(a)(i). As to the Class 2-A-11
Certificates, (a) as to any Distribution Date prior to the Accretion Termination
Date, the amount distributable to the Class 2-A-11 Certificates pursuant to the
provisos in Paragraphs first clause (II) and second clause (II) of Section
4.01(a)(i) and Paragraph third clause (II) (A) of Section 4.01(a)(i) and (b) as
to any Distribution Date on or after the Accretion Termination Date, the amount
distributable to the Class 2-A-11 Certificates pursuant to Paragraphs first
clause (II), second clause (II) and third clause (II) (A) of Section 4.01(a)(i).
As to any Distribution Date and the Class 2-A-PO Certificates, the amount
distributable to the Class 2-A-PO Certificates pursuant to Paragraphs third
clause (II) (B) and fourth clause (II) of Section 4.01(a)(i) on such
Distribution Date.
Class 2-A Fixed Pass-Through Rate: As to any Distribution Date, the rate
per annum set forth in Section 11.01.
Class 2-A Interest Accrual Amount: As to any Distribution Date, the sum of
the Group 2 Interest Accrual Amounts for the Classes of Class 2-A Certificates
with respect to such Distribution Date.
Class 2-A Interest Percentage: As to any Distribution Date and any Class of
Class 2-A Certificates (other than the Class 2-A-PO Certificates), the
percentage calculated by dividing the Group 2 Interest Accrual Amount of such
Class (determined without regard to clause (ii) of the definition thereof) by
the Class 2-A Interest Accrual Amount (determined without regard to clause (ii)
of the definition of each Group 2 Interest Accrual Amount).
Class 2-A Interest Shortfall Amount: As to any Distribution Date and any
Class of Class 2-A Certificates, any amount by which the Group 2 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 clause (II) of Section 4.01(a)(i) including, in the case of
the Class 2-A-11 Certificates prior to the Accretion Termination Date, the
amount included in the Accrual Distribution Amount pursuant to clause (i) of the
definition thereof.
Class 2-A Interest Shortfall Percentage: As to any Distribution Date and
any Class of Class 2-A Certificates, the percentage calculated by dividing the
Class 2-A Unpaid Interest Shortfall for such Class by the sum of the Group 2
Aggregate Class 2-A Unpaid Interest Shortfall, determined as of the Business Day
preceding the applicable Distribution Date.
Class 2-A Loss Denominator: As to any Determination Date, an amount equal
to the sum of (i) the Principal Balances of the Class 2-A Certificates (other
than the Class 2-A-11 and Class A-PO Certificates) and (ii) with respect to the
Class 2-A-11 Certificates, the lesser of the Principal Balance of such Class and
the Original Principal Balance of such Class.
Class 2-A Loss Percentage: As to any Determination Date and any Class of
Class 2-A Certificates (other than Class 2-A-PO Certificates), the percentage
calculated by dividing the Principal Balance of such Class (or, in the case of
the Class 2-A-11 Certificates, the Original Principal Balance of such Class, if
lower) by the Class 2-A Loss Denominator (determined without regard to any such
Principal Balance of any Class of Class 2-A Certificates not then outstanding),
in each case determined as of the preceding Determination Date.
Class 2-A Non-PO Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (i) the Class 2-A Interest Accrual Amount, (ii) the
Group 2 Aggregate Class 2-A Unpaid Interest Shortfall and (iii) the Class 2-A
Non-PO Optimal Principal Amount.
Class 2-A Non-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool II Outstanding Mortgage Loan, of the
product of (x) the Pool II Non-PO Fraction with respect to such Pool II Mortgage
Loan, and (y) the sum of:
(i) the Class 2-A Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool II Mortgage Loan, less (B) if the Pool II
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool II Mortgage Loan;
(ii) the Class 2-A Prepayment Percentage of all Unscheduled Principal
Receipts that were received by a Servicer with respect to such Pool II
Mortgage Loan during the Applicable Unscheduled Principal Receipt Period
relating to such Distribution Date for each applicable type of Unscheduled
Principal Receipt;
(iii) the Class 2-A Prepayment Percentage of the Scheduled Principal
Balance of such Pool II Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-A Percentage of the excess of the unpaid principal
balance of such Pool II Mortgage Loan substituted for a defective Pool II
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool II 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 Pool II Mortgage Loan.
Class 2-A Non-PO Principal Amount: As to any Distribution Date, the
aggregate amount distributed in respect of the Classes of Class 2-A Certificates
pursuant to Paragraph third clause (II) (A) of Section 4.01(a)(i).
Class 2-A Non-PO Principal Balance: As of any date, an amount equal to the
Class 2-A Principal Balance less the Principal Balance of the Class 2-A-PO
Certificates.
Class 2-A Non-PO Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the sum of the Accrual Distribution Amount, if any, with
respect to such Distribution Date and (ii) the Class 2-A Non-PO Principal Amount
with respect to such Distribution Date.
Class 2-A Percentage: As to any Distribution Date occurring on or prior to
the Group 2 Cross-Over Date, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the Class 2-A Non-PO Principal Balance (determined as of
the Determination Date preceding such Distribution Date) by the Pool II Balance
(Non-PO Portion). As to any Distribution Date occurring subsequent to the Group
2 Cross-Over Date, 100% or such lesser percentage which will cause the Class 2-A
Non-PO Principal Balance to decline to zero following the distribution made on
such Distribution Date.
Class 2-A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in July 2003, 100%. As to any Distribution Date
subsequent to July 2003 to and including the Distribution Date in July 2004, the
Class 2-A Percentage as of such Distribution Date plus 70% of the Group 2
Subordinated Percentage as of such Distribution Date. As to any Distribution
Date subsequent to July 2004 to and including the Distribution Date in July
2005, the Class 2-A Percentage as of such Distribution Date plus 60% of the
Group 2 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2005 to and including the Distribution Date
in July 2006, the Class 2-A Percentage as of such Distribution Date plus 40% of
the Group 2 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2006 to and including the Distribution Date
in July 2007, the Class 2-A Percentage as of such Distribution Date plus 20% of
the Group 2 Subordinated Percentage as of such Distribution Date. As to any
Distribution Date subsequent to July 2007, the Class 2-A Percentage as of such
Distribution Date. The foregoing is subject to the following: (i) if the
aggregate distribution to Holders of Class 2-A Certificates on any Distribution
Date of the Class 2-A Prepayment Percentage provided above of (a) Unscheduled
Principal Receipts distributable on such Distribution Date would reduce the
Class 2-A Non-PO Principal Balance below zero, the Class 2-A Prepayment
Percentage for such Distribution Date shall be the percentage necessary to bring
the Class 2-A Non-PO Principal Balance to zero and thereafter the Class 2-A
Prepayment Percentage shall be zero and (ii) if the Class 2-A Percentage as of
any Distribution Date is greater than the Original Class 2-A Percentage, the
Class 2-A Prepayment Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, with respect to any Distribution Date on which
the following criteria are not met, the reduction of the Class 2-A Prepayment
Percentage described in the second through sixth sentences of this definition of
Class 2-A Prepayment Percentage shall not be applicable with respect to such
Distribution Date. In such event, the Class 2-A Prepayment Percentage for such
Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class 2-A Prepayment Percentage for the
Distribution Date occurring in the July preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class 2-A
Prepayment Percentage for the current Distribution Date, the current Class 2-A
Percentage and Group 2 Subordinated Percentage shall be utilized). In order for
the reduction referred to in the second through sixth sentences to be
applicable, with respect to any Distribution Date (a) the average outstanding
principal balance on such Distribution Date and for the preceding five
Distribution Dates on the Pool II Mortgage Loans that were delinquent 60 days or
more (including for this purpose any payments due with respect to Pool II
Mortgage Loans in foreclosure and REO Mortgage Loans) must be less than 50% of
the current Class 2-B Principal Balance and (b) cumulative Realized Losses on
the Pool II Mortgage Loans shall not exceed (1) 30% of the Original Class 2-B
Principal Balance if such Distribution Date occurs between and including August
2003 and July 2004 (2) 35% of the Original Class 2-B Principal Balance if such
Distribution Date occurs between and including August 2004 and July 2005, (3)
40% of the Original Class 2-B Principal Balance if such Distribution Date occurs
between and including August 2005 and July 2006, (4) 45% of the Original Class
2-B Principal Balance if such Distribution Date occurs between and including
August 2006 and July 2007, and (5) 50% of the Original Class 2-B Principal
Balance if such Distribution Date occurs during or after August 2007. With
respect to any Distribution Date on which the Class 2-A Prepayment Percentage is
reduced below the Class 2-A Prepayment Percentage for the prior Distribution
Date, the Master Servicer shall certify to the Trustee, based upon information
provided by each Servicer as to the Pool II Mortgage Loans serviced by it that
the criteria set forth in the preceding sentence are met.
Class 2-A Principal Balance: As of any date, an amount equal to the sum of
the Principal Balances for the Class 2-A-1 Certificates, Class 2-A-2
Certificates, Class 2-A-3 Certificates, Class 2-A-4 Certificates, Class 2-A-5
Certificates, Class 2-A-6 Certificates, Class 2-A-7 Certificates, Class 2-A-9
Certificates, Class 2-A-10 Certificates, Class 2-A-11 Certificates, Class 2-A-12
Certificates, Class 2-A-PO Certificates, Class 2-A-R Certificate and Class
2-A-LR Certificate.
Class 2-A Unpaid Interest Shortfall: As to any Distribution Date and Class
of Class 2-A Certificates, the amount, if any, by which the aggregate of the
Class 2-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 the Class 2-A-11 Certificates prior to the 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
clause (II) of Section 4.01(a)(i).
Class 2-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 2-A-1 and Exhibit C hereto.
Class 2-A-1 Certificateholder: The registered holder of a Class 2-A-1
Certificate.
Class 2-A-2 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit 2-A-2 and Exhibit C hereto.
Class 2-A-2 Certificateholder: The registered holder of a Class 2-A-2
Certificate.
Class 2-A-3 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit 2-A-3 and Exhibit C hereto.
Class 2-A-3 Certificateholder: The registered holder of a Class 2-A-3
Certificate.
Class 2-A-4 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit 2-A-4 and Exhibit C hereto.
Class 2-A-4 Certificateholder: The registered holder of a Class 2-A-4
Certificate.
Class 2-A-5 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit 2-A-5 and Exhibit C hereto.
Class 2-A-5 Certificateholder: The registered holder of a Class 2-A-5
Certificate.
Class 2-A-6 Certificate: Any one of the Certificates executed by the
Trustee and authenticated by the Trustee or the Authenticating Agent in
substantially the form set forth in Exhibit 2-A-6 and Exhibit C hereto.
Class 2-A-6 Certificateholder: The registered holder of a Class 2-A-6
Certificate.
Class 2-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 2-A-7 and Exhibit C hereto.
Class 2-A-7 Certificateholder: The registered holder of a Class 2-A-7
Certificate.
Class 2-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 2-A-8 and Exhibit C hereto.
Class 2-A-8 Certificateholder: The registered holder of a Class 2-A-8
Certificate.
Class 2-A-8 Notional Amount: As to any Determination Date, an amount equal
to the sum of 8.1481481481% of the Principal Balance of the Class 2-A-1
Certificates, 8.1481481481% of the Principal Balance of the Class 2-A-2
Certificates, 7.4074074074% of the Principal Balance of the Class 2-A-3
Certificates, 7.4074074074% of the Principal Balance of the Class 2-A-4
Certificates, 5.9259259259% of the Principal Balance of the Class 2-A-5
Certificates, 5.1851851852% of the Principal Balance of the Class 2-A-6
Certificates and 3.7037037037% of the Principal Balance of the Class 2-A-7
Certificates.
Class 2-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 2-A-9 and Exhibit C hereto.
Class 2-A-9 Certificateholder: The registered holder of a Class 2-A-9
Certificate.
Class 2-A-9 Pass-Through Rate: With respect to the Distribution Date
occurring in August 1998, 6.15625% per annum. With respect to each succeeding
Distribution Date, a per anum rate, determined by the Trustee on the Rate
Determination Date occurring in the month preceding the month in which such
Distribution Date occurs in the manner specified in Section 4.07 hereof, equal
to the lesser of (i) 0.50% plus LIBOR and (ii) 8.50%.
Class 2-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 2-A-10 and Exhibit C hereto.
Class 2-A-10 Certificateholder: The registered holder of a Class 2-A-10
Certificate.
Class 2-A-10 Pass-Through Rate: With respect to the Distribution Date
occurring in August 1998, 9.04017850% per annum. With respect to each succeeding
Distribution Date, a per annum rate, subject to a minimum rate of 0.00% and a
maximum rate of 30.857142% determined by the Trustee on the Rate Determination
Date occurring in the month preceding the month in which such Distribution Date
occurs in the manner specified in Section 4.07 hereof, equal to 30.857142% minus
the product of 3.85714286 and LIBOR.
Class 2-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 2-A-11 and Exhibit C hereto.
Class 2-A-11 Certificateholder: The registered holder of a Class 2-A-11
Certificate.
Class 2-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 2-A-12 and Exhibit C hereto.
Class 2-A-12 Certificateholder: The registered holder of a Class 2-A-12
Certificate.
Class 2-A-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-LI Interest Fraction: As of any Distribution Date, a fraction,
the numerator of which is the product of 8.1481481481% and the sum of the
Principal Balances of the Class 2-A-1 and Class 2-A-2 Certificates and the
denominator of which is the Class 2-A-8 Notional Amount.
Class 2-A-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-L3 Interest Fraction: As of any Distribution Date, a fraction,
the numerator of which is the product of 7.4074074074% and the sum of the
Principal Balances of the Class 2-A-3 and Class 2-A-4 Certificates and the
denominator of which is the Class 2-A-8 Notional Amount.
Class 2-A-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-L5 Interest Fraction: As of any Distribution Date, a fraction,
the numerator of which is the product of 5.9259259259% and the Principal Balance
of the Class 2-A-5 Certificates and the denominator of which is the Class 2-A-8
Notional Amount.
Class 2-A-L6 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-L6 Interest Fraction: As of any Distribution Date, a fraction,
the numerator of which is the product of 5.1851851852% and the Principal Balance
of the Class 2-A-6 Certificates and the denominator of which is the Class 2-A-8
Notional Amount.
Class 2-A-L7 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-L7 Interest Fraction: As of any Distribution Date, a fraction,
the numerator of which is the product of 3.7037037037% and the Principal Balance
of the Class 2-A-7 Certificates and the denominator of which is the Class 2-A-8
Notional Amount.
Class 2-A-L9 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-L11 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-LPO Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-A-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 2-A-LR and Exhibit D hereto.
Class 2-A-LR Certificateholder: The registered holder of the Class 2-A-LR
Certificate.
Class 2-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 2-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 2-A-PO and Exhibit C hereto.
Class 2-A-PO Certificateholder: The registered holder of a Class 2-A-PO
Certificate.
Class 2-A-PO Deferred Amount: For any Distribution Date prior to the Group
2 Cross-Over Date, the difference between (A) the sum of (x) the amount by which
the sum of the Class 2-A-PO Optimal Principal Amounts for all prior Distribution
Dates exceeded the amounts distributed on the Class 2-A-PO Certificates on such
prior Distribution Dates pursuant to Paragraph third clause (B) of Section
4.01(a)(i) and (y) the sum of the product for each Pool II Discount Mortgage
Loan which became a Liquidated Loan at any time on or prior to the last day of
the applicable Unscheduled Principal Receipt Period for the current Distribution
Date of (a) the Pool II PO Fraction for such Pool II Discount Mortgage Loan and
(b) an amount equal to the principal portion of Realized Losses (other than
Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such
Pool II Mortgage Loan other than Pool II Excess Special Hazard Losses, Pool II
Excess Fraud Losses and Pool II Excess Bankruptcy Losses and (B) amounts
distributed on the Class 2-A-PO Certificates on prior Distribution Dates
pursuant to Paragraph fourth of Section 4.01(a)(i). On and after the Group 2
Cross-Over Date, the Class 2-A-PO Deferred Amount will be zero. No interest will
accrue on any Class 2-A-PO Deferred Amount.
Class 2-A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum as to each Pool II Outstanding Mortgage Loan, of the
product of (x) the Pool II PO Fraction with respect to such Pool II 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 Pool II
Mortgage Loan, less (B) if the Pool II Bankruptcy Loss Amount has been
reduced to zero, the principal portion of any Debt Service Reduction with
respect to such Pool II Mortgage Loan;
(ii) all Unscheduled Principal Receipts that were received by a
Servicer with respect to such Pool II 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 Pool II 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 Pool II
Mortgage Loan substituted for a defective Pool II Mortgage Loan during the
month preceding the month in which such Distribution Date occurs over the
unpaid principal balance of such defective Pool II 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 Pool II Mortgage Loan.
Class 2-B Certificate: Any one of the Class 2-B-1 Certificates, Class 2-B-2
Certificates, Class 2-B-3 Certificates, Class 2-B-4 Certificates, Class 2-B-5
Certificates or Class 2-B-6 Certificates.
Class 2-B Certificateholder: The registered holder of a Class 2-B
Certificate.
Class 2-B Distribution Amount: Any of the Class 2-B-1, Class 2-B-2, Class
2-B-3, Class 2-B-4, Class 2-B-5 or Class 2-B-6 Distribution Amounts.
Class 2-B Interest Accrual Amount: As to any Distribution Date, the sum of
the Group 2 Interest Accrual Amounts for the Classes of Class 2-B Certificates
with respect to such Distribution Date.
Class 2-B Interest Percentage: As to any Distribution Date and any Class of
Class 2-B Certificates, the percentage calculated by dividing the Group 2
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class 2-B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Group 2 Interest Accrual
Amount).
Class 2-B Interest Shortfall Amount: Any of the Class 2-B-1 Interest
Shortfall Amount, Class 2-B-2 Interest Shortfall Amount, Class 2-B-3 Interest
Shortfall Amount, Class 2-B-4 Interest Shortfall Amount, Class 2-B-5 Interest
Shortfall Amount or Class 2-B-6 Interest Shortfall Amount.
Class 2-B Loss Percentage: As to any Determination Date and any Class of
Class 2-B Certificates then outstanding, the percentage calculated by dividing
the Principal Balance of such Class 2-B by the Class 2-B Principal Balance
(determined without regard to any Principal Balance of any Class of Class 2-B
Certificates not then outstanding), in each case determined as of the preceding
Determination Date.
Class 2-B Pass-Through Rate: As to any Distribution Date, 6.750% per annum.
Class 2-B Percentage: Any one of the Class 2-B-1 Percentage, Class 2-B-2
Percentage, Class 2-B-3 Percentage, Class 2-B-4 Percentage, Class 2-B-5
Percentage or Class 2-B-6 Percentage.
Class 2-B Prepayment Percentage: Any of the Class 2-B-1 Prepayment
Percentage, Class 2-B-2 Prepayment Percentage, Class 2-B-3 Prepayment
Percentage, Class 2-B-4 Prepayment Percentage, Class 2-B-5 Prepayment Percentage
or Class 2-B-6 Prepayment Percentage.
Class 2-B Principal Balance: As of any date, an amount equal to the sum of
the Class 2-B-1 Principal Balance, Class 2-B-2 Principal Balance, Class 2-B-3
Principal Balance, Class 2-B-4 Principal Balance, Class 2-B-5 Principal Balance
and Class 2-B-6 Principal Balance.
Class 2-B Unpaid Interest Shortfall: Any of the Class 2-B-1 Unpaid Interest
Shortfall, Class 2-B-2 Unpaid Interest Shortfall, Class 2-B-3 Unpaid Interest
Shortfall, Class 2-B-4 Unpaid Interest Shortfall, Class 2-B-5 Unpaid Interest
Shortfall or Class 2-B-6 Unpaid Interest Shortfall.
Class 2-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 2-B-1 and Exhibit C hereto.
Class 2-B-1 Certificateholder: The registered holder of a Class 2-B-1
Certificate.
Class 2-B-1 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-1 Certificates pursuant to
Paragraphs fifth clause (II), sixth clause (II) and seventh clause (II) of
Section 4.01(a)(i).
Class 2-B-1 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 2 Interest Accrual Amount of the Class 2-B-1
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-1 Certificates on such Distribution Date
pursuant to Paragraph fifth clause (II) of Section 4.01(a)(i).
Class 2-B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool II Outstanding Mortgage Loan, of the
product of (x) the Pool II Non-PO Fraction with respect to such Pool II Mortgage
Loan and (y) the sum of:
(i) the Class 2-B-1 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool II Mortgage Loan, less (B) if the Pool II
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool II Mortgage Loan;
(ii) the Class 2-B-1 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool II Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 2-B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Pool II Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-1 Percentage of the excess of the unpaid principal
balance of such Pool II Mortgage Loan substituted for a defective Pool II
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool II 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 Pool II Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 2-B-1 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-1 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-1 Certificates.
Class 2-B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Group 2 Subordinated Percentage by either (i) if
any Class 2-B Certificates (other than the Class 2-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
2-B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 2-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 2-B Certificates (other than the Class 2-B-1 Certificates) are
not eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.
Class 2-B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Group 2 Subordinated Prepayment
Percentage by either (i) if any Class 2-B Certificates (other than the Class
2-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 2-B-1 Principal Balance (determined as of the
Determination Date preceding such Distribution Date) and the denominator of
which is the sum of the Principal Balances of the Classes of Class 2-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 2-B Certificates
(other than the Class 2-B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.
Class 2-B-1 Principal Balance: As to the first Determination Date, the
Original Class 2-B-1 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-1 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-1 Certificates on
prior Distribution Dates (A) pursuant to Paragraph seventh clause (II) of
Section 4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b)
the Realized Losses on the Pool II Mortgage Loans allocated through such
Determination Date to the Class 2-B-1 Certificates pursuant to Section 4.02(b)
and (ii) the Pool II Adjusted Pool Amount as of the preceding Distribution Date
less the Class 2-A Principal Balance as of such Determination Date.
Class 2-B-1 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth clause (II) of Section 4.01(a).
Class 2-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 2-B-2 and Exhibit C hereto.
Class 2-B-2 Certificateholder: The registered holder of a Class 2-B-2
Certificate.
Class 2-B-2 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-2 Certificates pursuant to
Paragraphs eighth clause (II), ninth clause (II) and tenth clause (II) of
Section 4.01(a)(i).
Class 2-B-2 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 2 Interest Accrual Amount of the Class 2-B-2
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-2 Certificates on such Distribution Date
pursuant to Paragraph eighth clause (II) of Section 4.01(a)(i).
Class 2-B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Group 2 Outstanding Mortgage Loan, of the
product of (x) the Pool II Non-PO Fraction with respect to such Pool II Mortgage
Loan and (y) the sum of:
(i) the Class 2-B-2 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool II Mortgage Loan, less (B) if the Pool II
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool II Mortgage Loan;
(ii) the Class 2-B-2 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool II Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 2-B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Pool II Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-2 Percentage of the excess of the unpaid principal
balance of such Pool II Mortgage Loan substituted for a defective Pool II
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool II 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 Pool II Mortgage Loan;
provided, however, that if a Group 2Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 2-B-2 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-2 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-2 Certificates.
Class 2-B-2 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 2-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 2-B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 2-B-2 Percentage for
such Distribution Date will be zero.
Class 2-B-2 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 2-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 2-B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
2-B-2 Prepayment Percentage for such Distribution Date will be zero.
Class 2-B-2 Principal Balance: As to the first Determination Date, the
Original Class 2-B-2 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-2 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-2 Certificates on
prior Distribution Dates (A) pursuant to Paragraph tenth clause (II) of Section
4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b) the
Realized Losses on the Pool II Mortgage Loans allocated through such
Determination Date to the Class 2-B-2 Certificates pursuant to Section 4.02(b)
and (ii) the Pool II Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class 2-A Principal Balance and the Class 2-B-1 Principal
Balance as of such Determination Date.
Class 2-B-2 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth clause (II) of Section 4.01(a)(i).
Class 2-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 2-B-3 and Exhibit C hereto.
Class 2-B-3 Certificateholder: The registered holder of a Class 2-B-3
Certificate.
Class 2-B-3 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-3 Certificates pursuant to
Paragraphs eleventh clause (II), twelfth clause (II) and thirteenth clause (II)
of Section 4.01(a)(i).
Class 2-B-3 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 2 Interest Accrual Amount of the Class 2-B-3
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-3 Certificates on such Distribution Date
pursuant to Paragraph eleventh clause (II) of Section 4.01(a)(i).
Class 2-B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Group 2 Outstanding Mortgage Loan, of the
product of (x) the Pool II Non-PO Fraction with respect to such Pool II Mortgage
Loan and (y) the sum of:
(i) the Class 2-B-3 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool II Mortgage Loan, less (B) if the Pool II
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool II Mortgage Loan;
(ii) the Class 2-B-3 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool II Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 2-B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Pool II Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-3 Percentage of the excess of the unpaid principal
balance of such Pool II Mortgage Loan substituted for a defective Pool II
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool II 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 Pool II Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 2-B-3 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-3 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-3 Certificates.
Class 2-B-3 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 2-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 2-B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 2-B-3 Percentage for
such Distribution Date will be zero.
Class 2-B-3 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 2-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 2-B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
2-B-3 Prepayment Percentage for such Distribution Date will be zero.
Class 2-B-3 Principal Balance: As to the first Determination Date, the
Original Class 2-B-3 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-3 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-3 Certificates on
prior Distribution Dates (A) pursuant to Paragraph thirteenth clause (II)of
Section 4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b)
the Realized Losses on the Pool II Mortgage Loans allocated through such
Determination Date to the Class 2-B-3 Certificates pursuant to Section 4.02(b)
and (ii) the Pool II Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class 2-A Principal Balance, the Class 2-B-1 Principal
Balance and the Class 2-B-2 Principal Balance as of such Determination Date.
Class 2-B-3 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth clause (II) of Section 4.01(a)(i).
Class 2-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 2-B-4 and Exhibit C hereto.
Class 2-B-4 Certificateholder: The registered holder of a Class 2-B-4
Certificate.
Class 2-B-4 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-4 Certificates pursuant to
Paragraphs fourteenth clause (II), fifteenth clause (II), and sixteenth clause
(II) of Section 4.01(a)(i).
Class 2-B-4 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 2 Interest Accrual Amount of the Class 2-B-4
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-4 Certificates on such Distribution Date
pursuant to Paragraph fourteenth clause (II) of Section 4.01(a)(i).
Class 2-B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool II Outstanding Mortgage Loan, of the
product of (x) the Pool II Non-PO Fraction with respect to such Pool II Mortgage
Loan and (y) the sum of:
(i) the Class 2-B-4 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool II Mortgage Loan, less (B) if the Pool II
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool II Mortgage Loan;
(ii) the Class 2-B-4 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool II Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 2-B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Pool II Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-4 Percentage of the excess of the unpaid principal
balance of such Pool II Mortgage Loan substituted for a defective Pool II
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool II 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 Pool II Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 2-B-4 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-4 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-4 Certificates.
Class 2-B-4 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 2-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 2-B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 2-B-4 Percentage for
such Distribution Date will be zero.
Class 2-B-4 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 2-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 2-B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
2-B-4 Prepayment Percentage for such Distribution Date will be zero.
Class 2-B-4 Principal Balance: As to the first Determination Date, the
Original Class 2-B-4 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-4 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-4 Certificates on
prior Distribution Dates (A) pursuant to Paragraph sixteenth clause (II) of
Section 4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b)
the Realized Losses on the Pool II Mortgage Loans allocated through such
Determination Date to the Class 2-B-4 Certificates pursuant to Section 4.02(b)
and (ii) the Pool II Adjusted Pool Amount as of the preceding Distribution Date
less the sum of the Class 2-A Principal Balance, the Class 2-B-1 Principal
Balance, the Class 2-B-2 Principal Balance and the Class 2-B-3 Principal Balance
as of such Determination Date.
Class 2-B-4 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth clause (II) of Section 4.01(a)(i).
Class 2-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 2-B-5 and Exhibit C hereto.
Class 2-B-5 Certificateholder: The registered holder of a Class 2-B-5
Certificate.
Class 2-B-5 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-5 Certificates pursuant to
Paragraphs seventeenth clause (II), eighteenth clause (II), and nineteenth
clause (II) of Section 4.01(a)(i).
Class 2-B-5 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 2 Interest Accrual Amount of the Class 2-B-5
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-5 Certificates on such Distribution Date
pursuant to Paragraph seventeenth clause (II) of Section 4.01(a)(i).
Class 2-B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool II Outstanding Mortgage Loan, of the
product of (x) the Pool II Non-PO Fraction with respect to such Pool II Mortgage
Loan and (y) the sum of:
(i) the Class 2-B-5 Percentage of (A) the principal portion of the
Monthly Payment due on the Due Date occurring in the month of such
Distribution Date on such Pool II Mortgage Loan, less (B) if the Pool II
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool II Mortgage Loan;
(ii) the Class 2-B-5 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool II Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 2-B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Pool II Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-5 Percentage of the excess of the unpaid principal
balance of such Pool II Mortgage Loan substituted for a defective Pool II
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool II 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 Pool II Mortgage Loan;
provided, however, that if a Group 2 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 2-B-5 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-5 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-5 Certificates.
Class 2-B-5 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class 2-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 2-B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class 2-B-5 Percentage for
such Distribution Date will be zero.
Class 2-B-5 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class 2-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 2-B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class
2-B-5 Prepayment Percentage for such Distribution Date will be zero.
Class 2-B-5 Principal Balance: As to the first Determination Date, the
Original Class 2-B-5 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-5 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-5 Certificates on
prior Distribution Dates (A) pursuant to Paragraph nineteenth clause (II) of
Section 4.01(a)(i) and (B) as a result of a Group 2 Principal Adjustment and (b)
the Realized Losses allocated through such Determination Date to the Class 2-B-5
Certificates pursuant to Section 4.02(b) and (ii) the Pool II Adjusted Pool
Amount as of the preceding Distribution Date less the sum of the Class 2-A
Principal Balance, the Class 2-B-1 Principal Balance, the Class 2-B-2 Principal
Balance, the Class 2-B-3 Principal Balance and the Class 2-B-4 Principal Balance
as of such Determination Date.
Class 2-B-5 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth clause (II) of Section 4.01(a)(i).
Class 2-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 2-B-6 and Exhibit C hereto.
Class 2-B-6 Certificateholder: The registered holder of a Class 2-B-6
Certificate.
Class 2-B-6 Distribution Amount: As to any Distribution Date, any amount
distributable to the Holders of the Class 2-B-6 Certificates pursuant to
Paragraphs twentieth clause (II), twenty-first clause (II) and twenty-second
clause (II)of Section 4.01(a)(i).
Class 2-B-6 Interest Shortfall Amount: As to any Distribution Date, any
amount by which the Group 2 Interest Accrual Amount of the Class 2-B-6
Certificates with respect to such Distribution Date exceeds the amount
distributed in respect of the Class 2-B-6 Certificates on such Distribution Date
pursuant to Paragraph twentieth clause (II) of Section 4.01(a)(i).
Class 2-B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum, as to each Pool II Outstanding Mortgage Loan, of the
product of (x) the Pool II Non-PO Fraction with respect to such Pool II Mortgage
Loan and (y) the sum of:
(i) the Class 2-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 Pool II Mortgage Loan, less (B) if the Pool II
Bankruptcy Loss Amount has been reduced to zero, the principal portion of
any Debt Service Reduction with respect to such Pool II Mortgage Loan;
(ii) the Class 2-B-6 Prepayment Percentage of all Unscheduled
Principal Receipts that were received by a Servicer with respect to such
Pool II Mortgage Loan during the Applicable Unscheduled Principal Receipt
Period relating to such Distribution Date for each applicable type of
Unscheduled Principal Receipt;
(iii) the Class 2-B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Pool II Mortgage Loan which, during the month preceding the
month of such Distribution Date, was repurchased by the Seller pursuant to
Section 2.02 or 2.03; and
(iv) the Class 2-B-6 Percentage of the excess of the unpaid principal
balance of such Pool II Mortgage Loan substituted for a defective Pool II
Mortgage Loan during the month preceding the month in which such
Distribution Date occurs over the unpaid principal balance of such
defective Pool II 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 Pool II Mortgage Loan;
provided, however, that if an Group 2 Optimal Adjustment Event occurs with
respect to such Class and such Distribution Date, the Class 2-B-6 Optimal
Principal Amount will equal the lesser of (A) the Class 2-B-6 Optimal Principal
Amount calculated as described in the preceding provisions and (B) the Group 2
Adjusted Principal Balance for the Class 2-B-6 Certificates.
Class 2-B-6 Percentage: As to any Distribution Date, except as set forth in
the next sentence, the percentage calculated by multiplying (i) the Group 2
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
2-B-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 2-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 2-B-6 Certificates are not eligible to receive distributions of
principal in accordance with the provisions of Section 4.01(d)(i), the Class
2-B-6 Percentage for such Distribution Date will be zero.
Class 2-B-6 Prepayment Percentage: As to any Distribution Date, except as
set forth in the next sentence, the percentage calculated by multiplying (i) the
Group 2 Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class 2-B-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 2-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 2-B-6 Certificates are not eligible to receive
distributions of principal in accordance with the provisions of Section
4.01(d)(i), the Class 2-B-6 Prepayment Percentage for such Distribution Date
will be zero.
Class 2-B-6 Principal Balance: As to the first Determination Date, the
Original Class 2-B-6 Principal Balance. As of any subsequent Determination Date,
the lesser of (i) the Original Class 2-B-6 Principal Balance less the sum of (a)
all amounts previously distributed in respect of the Class 2-B-6 Certificates on
prior Distribution Dates pursuant to Paragraph twenty-second clause (II) of
Section 4.01(a)(i) and (b) the Realized Losses on the Pool II Mortgage Loans
allocated through such Determination Date to the Class 2-B-6 Certificates
pursuant to Section 4.02(b) and (ii) the Pool II Adjusted Pool Amount as of the
preceding Distribution Date less the Class 2-A Principal Balance, the Class
2-B-1 Principal Balance, the Class 2-B-2 Principal Balance, the Class 2-B-3
Principal Balance, the Class 2-B-4 Principal Balance and the Class 2-B-5
Principal Balance as of such Determination Date.
Class 2-B-6 Unpaid Interest Shortfall: As to any Distribution Date, the
amount, if any, by which the aggregate of the Class 2-B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class 2-B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first clause (II) of Section 4.01(a)(i).
Class 2-B-L1 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L2 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L3 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L4 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-B-L5 Interest: A regular interest in the Lower-Tier REMIC which is
held as an asset of the Upper-Tier REMIC and is entitled to monthly
distributions as provided in Section 4.01(a)(ii) hereof.
Class 2-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.
Class A Certificate: Any of the Class 1-A Certificates or the Class 2-A
Certificates.
Class A Certificateholder: The registered holder of a Class 1-A Certificate
or Class 2-A Certificate.
Class A Pass-Through Rate: As to the Class 1-A-1 Certificates, the Class
1-A Fixed Pass-Through Rate. As to the Class 2-A-8, Class 2-A-11 and Class
2-A-12 Certificates, the Class 2-A Fixed Pass-Through Rate. As to the Class
2-A-1 and Class 2-A-2 Certificates, 6.200%. As to the Class 2-A-3 and Class
2-A-4 Certificates, 6.250%. As to the Class 2-A-5 Certificates, 6.350%. As to
the Class 2-A-6 Certificates, 6.400%. As to the Class 2-A-7 Certificates,
6.500%. As to the Class 2-A-9 and Class 2-A-10 Certificates, the Class 2-A-9
Pass Through Rate and the Class 2-A-10 Pass Through Rate, respectively. The
Class 1-A-PO and Class 2-A-PO Certificates are not entitled to interest and have
no Class 1-A Pass-Through Rate and Class 2-A Pass-Through Rate, respectively.
Class A Principal Balance: As of any date, an amount equal to the sum of
the Class 1-A Principal Balance and the Class 2-A Principal Balance.
Class B Certificate: Any of the Class 1-B Certificates or the Class 2-B
Certificates.
Class B Certificateholder: The registered holder of a Class B Certificate.
Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Securities Exchange Act of 1934, as amended. The initial
Clearing Agency shall be The Depository Trust Company.
Clearing Agency 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: Each of the Pool I Compensating Interest and the
Pool II Compensating Interest.
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 Group 1
Uncertificated Lower-Tier Interests and Group 2 Uncertificated Lower-Tier
Interests, the Corresponding Upper-Tier Class or Classes, as follows:
Uncertificated Lower-Tier Interest Corresponding Upper-Tier Class or Classes
- ---------------------------------- -----------------------------------------
Class 1-A-L1 Interest Class 1-A-1 Certificates
Class 1-A-LPO Interest Class 1-A-PO Certificates
Class 1-B-L1 Interest Class 1-B-1 Certificates
Class 1-B-L2 Interest Class 1-B-2 Certificates
Class 1-B-L3 Interest Class 1-B-3 Certificates
Class 1-B-L4 Interest Class 1-B-4 Certificates
Class 1-B-L5 Interest Class 1-B-5 Certificates
Class 1-B-L6 Interest Class 1-B-6 Certificates
Class 2-A-L1 Interest Class 2-A-1 Certificates and
Class 2-A-2 Certificates
Class 2-A-L3 Interest Class 2-A-3 Certificates and
Class 2-A-4 Certificates
Class 2-A-L5 Interest Class 2-A-5 Certificates
Class 2-A-L6 Interest Class 2-A-6 Certificates
Class 2-A-L7 Interest Class 2-A-7 Certificates
Class 2-A-L9 Interest Class 2-A-9 Certificates and
Class 2-A-10 Certificates
Class 2-A-L11 Interest Class 2-A-11 Certificates and
Class 2-A-12 Certificates
Class 2-A-LPO Interest Class 2-A-PO Certificates
Class 2-A-LUR Interest Class 2-A-R Certificate
Class 2-B-L1 Interest Class 2-B-1 Certificates
Class 2-B-L2 Interest Class 2-B-2 Certificates
Class 2-B-L3 Interest Class 2-B-3 Certificates
Class 2-B-L4 Interest Class 2-B-4 Certificates
Class 2-B-L5 Interest Class 2-B-5 Certificates
Class 2-B-L6 Interest Class 2-B-6 Certificates
Cross-Over Date: Any Group 1 Cross-Over Date or Group 2 Cross-Over Date.
Current Class 1-A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class 1-A Certificates
pursuant to Paragraph first clause (I) of Section 4.01(a)(i) on such
Distribution Date.
Current Class 1-B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class 1-B Certificates
pursuant to Paragraphs fifth clause (I), eighth clause (I), eleventh clause (I),
fourteenth clause (I), seventeenth clause (I) and twentieth clause (I) of
Section 4.01(a)(i) on such Distribution Date.
Current Class 1-B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 1-B-2, Class 1-B-3, Class 1-B-4,
Class 1-B-5 and Class 1-B-6 Certificates by the sum of the Class 1-A Non-PO
Principal Balance and the Class 1-B Principal Balance. As to the first
Distribution Date, the Original Class 1-B-1 Fractional Interest.
Current Class 1-B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 1-B-3, Class 1-B-4, Class 1-B-5
and Class 1-B-6 Certificates by the sum of the Class 1-A Non-PO Principal
Balance and the Class 1-B Principal Balance. As to the first Distribution Date,
the Original Class 1-B-2 Fractional Interest.
Current Class 1-B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 1-B-4, Class 1-B-5 and Class
1-B-6 Certificates by the sum of the Class 1-A Non-PO Principal Balance and the
Class 1-B Principal Balance. As to the first Distribution Date, the Original
Class 1-B-3 Fractional Interest.
Current Class 1-B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 1-B-5 and Class 1-B-6
Certificates by the sum of the Class 1-A Non-PO Principal Balance and the Class
1-B Principal Balance. As to the first Distribution Date, the Original Class
1-B-4 Fractional Interest.
Current Class 1-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 1-B-6 Certificates by the sum of the Class
1-A Non-PO Principal Balance and the Class 1-B Principal Balance. As to the
first Distribution Date, the Original Class 1-B-5 Fractional Interest.
Current Class 2-A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class 2-A Certificates
pursuant to Paragraph first clause (II) of Section 4.01(a)(i) on such
Distribution Date.
Current Class 2-B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class 2-B Certificates
pursuant to Paragraphs fifth clause (II), eighth clause (II), eleventh clause
(II), fourteenth clause (II), seventeenth clause (II) and twentieth clause (II)
of Section 4.01(a)(i) on such Distribution Date.
Current Class 2-B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 2-B-2, Class 2-B-3, Class 2-B-4,
Class 2-B-5 and Class 2-B-6 Certificates by the sum of the Class 2-A Non-PO
Principal Balance and the Class 2-B Principal Balance. As to the first
Distribution Date, the Original Class 2-B-1 Fractional Interest.
Current Class 2-B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 2-B-3, Class 2-B-4, Class 2-B-5
and Class 2-B-6 Certificates by the sum of the Class 2-A Non-PO Principal
Balance and the Class 2-B Principal Balance. As to the first Distribution Date,
the Original Class 2-B-2 Fractional Interest.
Current Class 2-B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 2-B-4, Class 2-B-5 and Class
2-B-6 Certificates by the sum of the Class 2-A Non-PO Principal Balance and the
Class 2-B Principal Balance. As to the first Distribution Date, the Original
Class 2-B-3 Fractional Interest.
Current Class 2-B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class 2-B-5 and Class 2-B-6
Certificates by the sum of the Class 2-A Non-PO Principal Balance and the Class
2-B Principal Balance. As to the first Distribution Date, the Original Class
2-B-4 Fractional Interest.
Current Class 2-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 2-B-6 Certificates by the sum of the Class
2-A Non-PO Principal Balance and the Class 2-B Principal Balance. As to the
first Distribution Date, the Original Class 2-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.
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 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.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then-outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Denomination: The amount, if any, specified on the face of each Group 1
Certificate or Group 2 Certificate (other than the Class 2-A-8 Certificates)
representing the principal portion of the Pool I Cut-Off Date Aggregate
Principal Balance or Pool II Cut-Off Date Aggregate Principal Balance,
respectively, evidenced by such Certificate. As to the Class 2-A-8 Certificates,
the amount specified on the face of such Certificate representing the portion of
the Original Class 2-A-8 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.
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" by Fitch and Aa2
by Moody's (or the equivalent), (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) by either Rating Agency;
(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each Rating
Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency;
(iv) certificates of deposit, demand or time deposits, federal funds
or banker's acceptances issued by any depository institution or trust
company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or debt
obligations of such depository institution or trust company (or in the case
of the principal depository institution in a holding company system, the
commercial paper or debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by either Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by either Rating Agency;
(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;
(vi) repurchase agreements on obligations with respect to any security
described in clauses (i) or (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
in either case entered into with a depository institution or trust company
(acting as principal) described in (iv) above;
(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by either
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by either Rating
Agency; and
(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by either Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by either Rating Agency.
In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Prohibited Holder: As defined in Section 5.02(d).
Errors and Omissions Policy: As defined in each of the Servicing
Agreements.
Event of Default: Any of the events specified in Section 7.01.
Exhibit F-1A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1A hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-1B Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-1B hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2A hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
the Norwest Servicing Agreement.
Exhibit F-2B Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-2B 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-3A Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3A hereto, as such Exhibit may be amended from time to time in connection with
a substitution pursuant to Section 2.02, which Mortgage Loan is serviced under
an Other Servicing Agreement.
Exhibit F-3B Mortgage Loan: Any of the Mortgage Loans identified in Exhibit
F-3B 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 each
Class of Group 1 Certificates is August 25, 2013. The Final Scheduled Maturity
Date for each Class of Group 2 Certificates and each Class of Class B
Certificates is August 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.
Fitch: Fitch IBCA, Inc., or its successor in interest.
Fixed Retained Yield: Each of the Group 1 Fixed Retained Yield and Group 2
Fixed Retained Yield.
Fixed Retained Yield Rate: Each of the Group 1 Fixed Retained Yield Rate
and Group 2 Fixed Retained Yield Rate.
FNMA: Fannie Mae or any successor thereto.
Foreclosure Profits: As to any Distribution Date, the excess, if any, of
(i) Net Liquidation Proceeds in respect of each Mortgage Loan that became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date over
(ii) the sum of the unpaid principal balance of each such Liquidated Loan plus
accrued and unpaid interest at the applicable Mortgage Interest Rate on the
unpaid principal balance thereof from the Due Date to which interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed to have been
paid) to the first day of the month in which such Distribution Date occurs.
Fraud Loss: A Liquidated Loan Loss as to which there was fraud in the
origination of such Mortgage Loan.
Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.
Group: The Group 1 Certificates or the Group 2 Certificates
Group 1 Adjusted Principal Balance: As to any Distribution Date and any
Class of Class 1-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 Group 1 Adjustment Amount for such Distribution Date less the Principal
Balances for any Classes of Class 1-B Certificates with higher numerical
designations.
Group 1 Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Class 1-A Principal Balance and Class 1-B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Class 1-A Principal Balance and Class 1-B Principal Balance as of the
Determination Date succeeding such Distribution Date, (ii) the principal portion
of Pool I Excess Special Hazard Losses, Pool I Excess Fraud Losses and Pool I
Excess Bankruptcy Losses allocated to the Group 1 Certificates with respect to
such Distribution Date and (iii) the aggregate amount that would have been
distributed to all Classes of Group 1 Certificates as principal in accordance
with Section 4.01(a)(i) for such Distribution Date without regard to the
provisos in the definitions of Class 1-B-1 Optimal Principal Amount, Class 1-B-2
Optimal Principal Amount, Class 1-B-3 Optimal Principal Amount, Class 1-B-4
Optimal Principal Amount, Class 1-B-5 Optimal Principal Amount and Class 1-B-6
Optimal Principal Amount.
Group 1 Aggregate Class 1-A Distribution Amount: As to any Distribution
Date, the aggregate amount distributable to the Classes of Class 1-A
Certificates pursuant to Paragraphs first clause (I), second clause (I), third
clause (I) and fourth clause (I) of Section 4.01(a)(i) on such Distribution
Date.
Group 1 Aggregate Class 1-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Group 1 Class 1-A Unpaid
Interest Shortfalls for all the Classes of Class 1-A Certificates.
Group 1 Certificates: Each of the Class 1-A-1, Class 1-A-PO, Class 1-B-1,
Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.
Group 1 Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class 1-A Percentage (determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Group 1 Cross-Over Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Group 1 Cross-Over Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full)
on a Pool I Mortgage Loan:
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Group 1 Fixed Retained Yield: The fixed percentage of interest on each Pool
I Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a)
6.500%, (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 Pool I Mortgage Loan minus the sum of (a), (b)
and (c), which is not assigned to and not part of the Trust Estate.
Group 1 Fixed Retained Yield Rate: With respect to each Pool I Mortgage
Loan, a per annum rate equal to the greater of (a) zero and (b) the Mortgage
Interest Rate on such Pool I Mortgage Loan minus the sum of (i) 6.500%, (ii) the
applicable Servicing Fee Rate and (iii) the Master Servicing Fee Rate.
Group 1 Interest Accrual Amount: As to any Distribution Date the Class
1-A-1 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 1-A
Interest Percentage of such Class of (i) any Group 1 Non-Supported Interest
Shortfall allocated to the Class 1-A Certificates with respect to such
Distribution Date, (ii) the interest portion of any Pool I Excess Special Hazard
Losses, Pool I Excess Fraud Losses and Pool I Excess Bankruptcy Losses allocated
to the Class 1-A Certificates with respect to such Distribution Date pursuant to
Section 4.02(e) and (iii) the interest portion of any Realized Losses on the
Pool I Mortgage Loans (other than Pool I Excess Special Hazard Losses, Pool I
Excess Fraud Losses and Pool I Excess Bankruptcy Losses) allocated to the Class
1-A Certificates on or after the Group 1 Cross-Over Date pursuant to Section
4.02(e). The Class 1-A-PO Certificates have no Group 1 Interest Accrual Amount.
As to any Distribution Date and any Class of Class 1-B Certificates, an
amount equal to (i) the product of 1/12th of the Class 1-B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class 1-B Interest Percentage of such Class of
(x) any Group 1 Non-Supported Interest Shortfall allocated to the Class 1-B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Pool I Excess Special Hazard Losses, Pool I Excess Fraud Losses and Pool
I Excess Bankruptcy Losses allocated to the Class 1-B Certificates with respect
to such Distribution Date pursuant to Section 4.02(e).
Group 1 Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Pool I Mortgage Loans over the aggregate Pool I Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Group 1 Cross-Over Date, the Group 1 Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Group 1 Cross-Over Date Interest Shortfall for
such Distribution Date. Any Group 1 Non-Supported Interest Shortfall will be
allocated to (a) the Class 1-A Certificates according to the percentage obtained
by dividing the Class 1-A Non-PO Principal Balance by the sum of the Class 1-A
Non-PO Principal Balance and the Class 1-B Principal Balance and (b) the Class
1-B Certificates according to the percentage obtained by dividing the Class 1-B
Principal Balance by the sum of the Class 1-A Non-PO Principal Balance and the
Class 1-B Principal Balance.
Group 1 Optimal Adjustment Event: With respect to any Class of Class 1-B
Certificates and any Distribution Date, a Group 1 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 1-A Certificates would be
subject to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
1-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 1-B-1 Principal Balance, Class 1-B-2 Principal
Balance, Class 1-B-3 Principal Balance, Class 1-B-4 Principal Balance, Class
1-B-5 Principal Balance or Class 1-B-6 Principal Balance.
Group 1 Original Principal Balance: Any of the Group 1 Original Principal
Balances of the Classes of Class 1-A Certificates as set forth in Section 11.05;
the Original Class 1-B-1 Principal Balance, Original Class 1-B-2 Principal
Balance, Original Class 1-B-3 Principal Balance, Original Class 1-B-4 Principal
Balance, Original Class 1-B-5 Principal Balance or Original Class 1-B-6
Principal Balance as set forth in Section 11.15.
Group 1 Original Subordinated Percentage: The Group 1 Subordinated
Percentages as of the Cut-Off Date, as set forth in Section 11.09.
Group 1 Principal Adjustment: In the event that the Class 1-B-1 Optimal
Principal Amount, Class 1-B-2 Optimal Principal Amount, Class 1-B-3 Optimal
Principal Amount, Class 1-B-4 Optimal Principal Amount, Class 1-B-5 Optimal
Principal Amount or Class 1-B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Group 1 Principal Adjustment for such Class of Class 1-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 Group 1 Principal Adjustments for such Distribution Date and (ii)
the Group 1 Adjusted Principal Balance for such Class.
Group 1 Senior Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (a) the Class 1-A Non-PO Optimal Amount and (b) the
Class 1-A-PO Optimal Principal Amount.
Group 1 Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class 1-A Percentage for
such date.
Group 1 Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class 1-A Prepayment
Percentage for such date.
Group 1 Uncertificated Lower-Tier Interests: Any of the Class 1-A-L1, Class
1-A-LPO, Class 1-B-L1, Class 1-B-L2, Class 1-B-L3, Class 1-B-L4, Class 1-B-L5
and Class 1-B-L6 Interests.
Group 1 Unpaid Interest Shortfalls: Each of the Class 1-A Unpaid Interest
Shortfalls, the Class 1-B-1 Unpaid Interest Shortfall, the Class 1-B-2 Unpaid
Interest Shortfall, the Class 1-B-3 Unpaid Interest Shortfall, the Class 1-B-4
Unpaid Interest Shortfall, the Class 1-B-5 Unpaid Interest Shortfall and the
Class 1-B-6 Unpaid Interest Shortfall.
Group 2 Adjusted Principal Balance: As to any Distribution Date and any
Class of Class 2-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 Group 2 Adjustment Amount for such Distribution Date less the Principal
Balances for any Classes of Class 2-B Certificates with higher numerical
designations.
Group 2 Adjustment Amount: For any Distribution Date, the difference
between (A) the sum of the Class 2-A Principal Balance and Class 2-B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Class 2-A Principal Balance and Class 2-B Principal Balance as of the
Determination Date succeeding such Distribution Date, (ii) the principal portion
of Pool II Excess Special Hazard Losses, Pool II Excess Fraud Losses and Pool II
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 2-B-1 Optimal Principal Amount, Class 2-B-2 Optimal Principal Amount,
Class 2-B-3 Optimal Principal Amount, Class 2-B-4 Optimal Principal Amount,
Class 2-B-5 Optimal Principal Amount and Class 2-B-6 Optimal Principal Amount.
Group 2 Aggregate Class 2-A Distribution Amount: As to any Distribution
Date, the aggregate amount distributable to the Classes of Class 2-A
Certificates pursuant to Paragraphs first clause (II), second clause (II), third
clause (II) and fourth clause (II) of Section 4.01(a)(i) on such Distribution
Date.
Group 2 Aggregate Class 2-A Unpaid Interest Shortfall: As to any
Distribution Date, an amount equal to the sum of the Group 2 Class 2-A Unpaid
Interest Shortfalls for all the Classes of Class 2-A Certificates.
Group 2 Certificates: Each of the Class 2-A-1, Class 2-A-2, Class 2-A-3,
Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9,
Class 2-A-10, Class 2-A-11, Class 2-A-12, Class 2-A-PO, Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
Group 2 Cross-Over Date: The Distribution Date preceding the first
Distribution Date on which the Class 2-A Percentage (determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.
Group 2 Cross-Over Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Group 2 Cross-Over Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full)
on a Pool II Mortgage Loan:
(A) in the case where the Applicable Unscheduled Principal Receipt Period
is the Mid-Month Receipt Period and such Unscheduled Principal Receipt
is received by the Servicer on or after the Determination Date in the
month preceding the month of such Distribution Date but prior to the
first day of the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest Rate on
the amount of such Unscheduled Principal Receipt from the day of its
receipt or, if earlier, its application by the Servicer through the
last day of the month preceding the month of such Distribution Date;
and
(B) in the case where the Applicable Unscheduled Principal Receipt Period
is the Prior Month Receipt Period and such Unscheduled Principal
Receipt is received by the Servicer during the month preceding the
month of such Distribution Date, the amount of interest that would
have accrued at the Net Mortgage Interest Rate on the amount of such
Unscheduled Principal Receipt from the day of its receipt or, if
earlier, its application by the Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.
Group 2 Fixed Retained Yield: The fixed percentage of interest on each Pool
II 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 Pool II Mortgage Loan minus the sum of (a), (b)
and (c), which is not assigned to and not part of the Trust Estate.
Group 2 Fixed Retained Yield Rate: With respect to each Pool II Mortgage
Loan, a per annum rate equal to the greater of (a) zero and (b) the Mortgage
Interest Rate on such Pool II Mortgage Loan minus the sum of (i) 6.750%, (ii)
the applicable Servicing Fee Rate and (iii) the Master Servicing Fee Rate.
Group 2 Interest Accrual Amount: As to any Distribution Date and any Class
of Class 2-A Certificates (other than the Class 2-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, or in the case of the Class 2-A-8
Certificates the Class 2-A-8 Notional Amount, the Determination Date preceding
such Distribution Date minus (b) the Class 2-A Interest Percentage of such Class
of (i) any Group 2 Non-Supported Interest Shortfall allocated to the Class 2-A
Certificates with respect to such Distribution Date, (ii) the interest portion
of any Pool II Excess Special Hazard Losses, Pool II Excess Fraud Losses and
Pool II Excess Bankruptcy Losses allocated to the Class 2-A Certificates with
respect to such Distribution Date pursuant to Section 4.02(e) and (iii) the
interest portion of any Realized Losses on the Pool II Mortgage Loans (other
than Pool II Excess Special Hazard Losses, Pool II Excess Fraud Losses and Pool
II Excess Bankruptcy Losses) allocated to the Class 2-A Certificates on or after
the Group 2 Cross-Over Date pursuant to Section 4.02(e). The Class 2-A-PO
Certificates have no Group 2 Interest Accrual Amount.
As to any Distribution Date and any Class of Class 2-B Certificates, an
amount equal to (i) the product of 1/12th of the Class 2-B Pass-Through Rate and
the Principal Balance of such Class as of the Determination Date preceding such
Distribution Date minus (ii) the Class 2-B Interest Percentage of such Class of
(x) any Group 2 Non-Supported Interest Shortfall allocated to the Class 2-B
Certificates with respect to such Distribution Date and (y) the interest portion
of any Pool II Excess Special Hazard Losses, Pool II Excess Fraud Losses and
Pool II Excess Bankruptcy Losses allocated to the Class 2-B Certificates with
respect to such Distribution Date pursuant to Section 4.02(e).
Group 2 Non-Supported Interest Shortfall: With respect to any Distribution
Date, the excess, if any, of the aggregate Prepayment Interest Shortfall on the
Pool II Mortgage Loans over the aggregate Pool II Compensating Interest with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Group 2 Cross-Over Date, the Group 2 Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Group 2 Cross-Over Date Interest Shortfall for
such Distribution Date. Any Group 2 Non-Supported Interest Shortfall will be
allocated to (a) the Class 2-A Certificates according to the percentage obtained
by dividing the Class 2-A Non-PO Principal Balance by the sum of the Class 2-A
Non-PO Principal Balance and the Class 2-B Principal Balance and (b) the Class
2-B Certificates according to the percentage obtained by dividing the Class 2-B
Principal Balance by the sum of the Class 2-A Non-PO Principal Balance and the
Class 2-B Principal Balance.
Group 2 Optimal Adjustment Event: With respect to any Class of Class 2-B
Certificates and any Distribution Date, a Group 2 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 2-A Certificates would be
subject to further reduction as a result of the third or sixth sentences of the
definition of Principal Balance or (b) the Principal Balance of a Class of Class
2-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 2-B-1 Principal Balance, Class 2-B-2 Principal
Balance, Class 2-B-3 Principal Balance, Class 2-B-4 Principal Balance, Class
2-B-5 Principal Balance or Class 2-B-6 Principal Balance.
Group 2 Original Principal Balance: Any of the Group 2 Original Principal
Balances of the Classes of Class 2-A Certificates as set forth in Section 11.05;
the Original Class 2-B-1 Principal Balance, Original Class 2-B-2 Principal
Balance, Original Class 2-B-3 Principal Balance, Original Class 2-B-4 Principal
Balance, Original Class 2-B-5 Principal Balance or Original Class 2-B-6
Principal Balance as set forth in Section 11.15.
Group 2 Original Subordinated Percentage: The Group 2 Subordinated
Percentages as of the Cut-Off Date, as set forth in Section 11.09.
Group 2 Principal Adjustment: In the event that the Class 2-B-1 Optimal
Principal Amount, Class 2-B-2 Optimal Principal Amount, Class 2-B-3 Optimal
Principal Amount, Class 2-B-4 Optimal Principal Amount, Class 2-B-5 Optimal
Principal Amount or Class 2-B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Group 2 Principal Adjustment for such Class of Class 2-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 Group 2 Principal Adjustments for such Distribution Date and (ii)
the Group 2 Adjusted Principal Balance for such Class.
Group 2 Scheduled Principal Amount: The sum for each outstanding Pool II
Mortgage Loan (including each defaulted Pool II Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Pool II Non-PO Fraction
for such Mortgage Loan and (B) the sum of the amounts described in clauses y(i)
and y(iv) of the definition of Class 2-A Non-PO Optimal Principal Amount but
without such amount being multiplied by the Class 2-A Percentage.
Group 2 Senior Optimal Amount: As to any Distribution Date, the sum for
such Distribution Date of (a) the Class 2-A Non-PO Optimal Amount and (b) the
Class 2-A-PO Optimal Principal Amount.
Group 2 Subordinated Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class 2-A Percentage for
such date.
Group 2 Subordinated Prepayment Percentage: As to any Distribution Date,
the percentage which is the difference between 100% and the Class 2-A Prepayment
Percentage for such date.
Group 2 Uncertificated Lower-Tier Interests: Any of the Class 2-A-L1, Class
2-A-L3, Class 2-A-L5, Class 2-A-L6, Class 2-A-L7, Class 2-A-L9, Class 2-A-L11,
Class 2-A-LPO, Class 2-A-LUR, Class 2-B-L1, Class 2-B-L2, Class 2-B-L3, Class
2-B-L4, Class 2-B-L5 and Class 2-B-L6 Interests.
Group 2 Unpaid Interest Shortfalls: Each of the Class 2-A Unpaid Interest
Shortfalls, the Class 2-B-1 Unpaid Interest Shortfall, the Class 2-B-2 Unpaid
Interest Shortfall, the Class 2-B-3 Unpaid Interest Shortfall, the Class 2-B-4
Unpaid Interest Shortfall, the Class 2-B-5 Unpaid Interest Shortfall and the
Class 2-B-6 Unpaid Interest Shortfall.
Group 2 Unscheduled Principal Amount: The sum for each outstanding Pool II
Mortgage Loan (including each defaulted Pool II Mortgage Loan, other than a
Liquidated Loan, with respect to which the related Mortgaged Property has been
acquired by the Trust Estate) of the product of (A) the Pool II Non-PO Fraction
for such Pool II Mortgage Loan and (B) the sum of the amounts described in
clauses y(ii) and y(iii) of the definition of Class 2-A Non-PO Optimal Principal
Amount, but without such amounts being multiplied by the Class 2-A Prepayment
Percentage.
Holder: See "Certificateholder."
Independent: When used with respect to any specified Person, such Person
who (i) is in fact independent of the Seller, the Master Servicer and any
Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Seller or the Master Servicer or any Servicer
or in an affiliate of either, and (iii) is not connected with the Seller, the
Master Servicer or any Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Insurance Policy: Any insurance or performance bond relating to a Mortgage
Loan or the Mortgage Loans, including any hazard insurance, special hazard
insurance, flood insurance, primary mortgage insurance, mortgagor bankruptcy
bond or title insurance.
Insurance Proceeds: Proceeds paid by any insurer pursuant to any Insurance
Policy covering a Mortgage Loan.
Insured Expenses: Expenses covered by any Insurance Policy covering a
Mortgage Loan.
LIBOR: As to any Distribution Date, the arithmetic mean of the London
Interbank offered rate quotations for one-month Eurodollar deposits, as
determined by the Trustee on the related Rate Determination Date in accordance
with Section 4.07.
LIBOR Based Interest Accrual Period: With respect to any Distribution Date,
the period commencing on the 25th day of the month preceding the month in which
such Distribution Date occurs and ending on the 24th day of the month in which
such Distribution Date occurs.
LIBOR Business Day: Any Business Day on which banks are open for dealing in
foreign currency and exchange in London, England and the City of New York.
Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.
Liquidated Loan Loss: With respect to any Distribution Date, the aggregate
of the amount of losses with respect to each Mortgage Loan which became a
Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date, equal
to the excess of (i) the unpaid principal balance of each such Liquidated Loan,
plus accrued interest thereon in accordance with the amortization schedule at
the time applicable thereto at the applicable Net Mortgage Interest Rate from
the Due Date as to which interest was last paid with respect thereto through the
last day of the month preceding the month in which such Distribution Date
occurs, over (ii) Net Liquidation Proceeds with respect to such Liquidated Loan.
Liquidation Expenses: Expenses incurred by a Servicer in connection with
the liquidation of any defaulted Mortgage Loan or property acquired in respect
thereof (including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes),
any unreimbursed advances expended by such Servicer pursuant to its Servicing
Agreement or the Master Servicer or 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.
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 Pool I
Certificate Account and Pool II Certificate Account (other than Fixed Retained
Yield), the insurance policies, if any, relating to a Mortgage Loan and property
which secured a Mortgage Loan and which has been acquired by foreclosure or deed
in lieu of foreclosure.
Master Servicer: Norwest Bank Minnesota, National Association, or its
successor in interest.
Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to a fixed percentage (expressed as a per annum rate) of the
unpaid principal balance of such Mortgage Loan.
Master Servicing Fee Rate: As set forth in Section 11.26.
Mid-Month Receipt Period: With respect to each Distribution Date, the one
month period beginning on the Determination Date (or, in the case of the first
Distribution Date, from and including the Cut-Off-Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.
MLCC Mortgage Loan Purchase Agreement: The master mortgage loan purchase
agreement dated as of April 1, 1998 between Merrill Lynch Credit Corporation, as
seller, and Norwest Funding, Inc., as purchaser.
MLCC Servicing Agreement: The Servicing Agreement executed by Merrill Lynch
Credit Corporation, as Servicer.
Month End Interest: As defined in each Servicing Agreement or with respect
to the Merrill Lynch Credit Corp. Servicing Agreement, the amount defined as
"Compensating Interest".
Monthly Payment: As to any Mortgage Loan (including any REO Mortgage Loan)
and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on Mortgaged Property securing a Mortgage Note together with any Mortgage
Loan Rider, if applicable.
Mortgage 100 Pledge Agreement: As defined in the MLCC Servicing Agreement.
Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate at
which interest accrues on the unpaid principal balance thereof as set forth in
the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.
Mortgage Loan Rider: The standard FNMA/FHLMC riders to the Mortgage Note
and/or Mortgage riders required when the Mortgaged Property is a condominium
unit or a unit in a planned unit development.
Mortgage Loan Schedule: The list of the Mortgage Loans transferred to the
Trustee on the Closing Date as part of the Trust Estate and attached hereto as
Exhibits F-1A, F-1B, F-2A, F-2B, F-3A and F-3B, 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-3A and F-3B 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: Each of the Pool I Net Foreclosure Profits and the
Pool II Net Foreclosure Profits.
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-U.S. Person: As defined in Section 4.01(g).
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.
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-1A Mortgage Loans, Exhibit F-1B Mortgage Loans,
Exhibit F-2A Mortgage Loans and Exhibit F-2B Mortgage Loans initially by Norwest
Mortgage.
Officers' Certificate: With respect to any Person, a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of such Person (or, in the case of a Person which is not a
corporation, signed by the person or persons having like responsibilities), and
delivered to the Trustee.
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.
Original Class 1-A Non-PO Principal Balance: The Group 1 Original Principal
Balance of the Class 1-A-1 Certificates, as set forth in Section 11.06.
Original Class 1-A Percentage: The Class 1-A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class 1-B Principal Balance: The sum of the Original Class 1-B-1
Principal Balance, Original Class 1-B-2 Principal Balance, Original Class 1-B-3
Principal Balance, Original Class 1-B-4 Principal Balance, Original Class 1-B-5
Principal Balance and Original Class 1-B-6 Principal Balance, as set forth in
Section 11.14.
Original Class 1-B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 1-B-2
Principal Balance, the Original Class 1-B-3 Principal Balance, the Original
Class 1-B-4 Principal Balance, Original Class 1-B-5 Principal Balance and the
Original Class 1-B-6 Principal Balance by the sum of the Original Class 1-A
Non-PO Principal Balance and the Original Class 1-B Principal Balance. The
Original Class 1-B-1 Fractional Interest is specified in Section 11.16.
Original Class 1-B-1 Percentage: The Class 1-B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class 1-B-1 Principal Balance: The Class 1-B-1 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 1-B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 1-B-3
Principal Balance, the Original Class 1-B-4 Principal Balance, Original Class
1-B-5 Principal Balance and the Original Class 1-B-6 Principal Balance by the
sum of the Original Class 1-A Non-PO Principal Balance and the Original Class
1-B Principal Balance. The Original Class 1-B-2 Fractional Interest is specified
in Section 11.17.
Original Class 1-B-2 Percentage: The Class 1-B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class 1-B-2 Principal Balance: The Class 1-B-2 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 1-B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 1-B-4
Principal Balance, the Original Class 1-B-5 Principal Balance and the Original
Class 1-B-6 Principal Balance by the sum of the Original Class 1-A Non-PO
Principal Balance and the Original Class 1-B Principal Balance. The Original
Class 1-B-3 Fractional Interest is specified in Section 11.18.
Original Class 1-B-3 Percentage: The Class 1-B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class 1-B-3 Principal Balance: The Class 1-B-3 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 1-B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 1-B-5
Principal Balance and the Original Class 1-B-6 Principal Balance by the sum of
the Original Class 1-A Non-PO Principal Balance and the Original Class 1-B
Principal Balance. The Original Class 1-B-4 Fractional Interest is specified in
Section 11.19.
Original Class 1-B-4 Percentage: The Class 1-B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class 1-B-4 Principal Balance: The Class 1-B-4 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 1-B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class 1-B-6 Principal
Balance by the sum of the Original Class 1-A Non-PO Principal Balance and the
Original Class 1-B Principal Balance. The Original Class 1-B-5 Fractional
Interest is specified in Section 11.20.
Original Class 1-B-5 Percentage: The Class 1-B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class 1-B-5 Principal Balance: The Class 1-B-5 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 1-B-6 Percentage: The Class 1-B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class 1-B-6 Principal Balance: The Class 1-B-6 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 2-A Non-PO Principal Balance: The Group 2 Original Principal
Balance of the Class 2-A-1 Certificates, as set forth in Section 11.06.
Original Class 2-A Percentage: The Class 2-A Percentage as of the Cut-Off
Date, as set forth in Section 11.04.
Original Class 2-A-8 Notional Amount: The Original Class 2-A-8 Notional
Amount, as set forth in Section 11.05(a).
Original Class 2-B Principal Balance: The sum of the Original Class 2-B-1
Principal Balance, Original Class 2-B-2 Principal Balance, Original Class 2-B-3
Principal Balance, Original Class 2-B-4 Principal Balance, Original Class 2-B-5
Principal Balance and Original Class 2-B-6 Principal Balance, as set forth in
Section 11.14.
Original Class 2-B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 2-B-2
Principal Balance, the Original Class 2-B-3 Principal Balance, the Original
Class 2-B-4 Principal Balance, Original Class 2-B-5 Principal Balance and the
Original Class 2-B-6 Principal Balance by the sum of the Original Class 2-A
Non-PO Principal Balance and the Original Class 2-B Principal Balance. The
Original Class 2-B-1 Fractional Interest is specified in Section 11.16.
Original Class 2-B-1 Percentage: The Class 2-B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.08.
Original Class 2-B-1 Principal Balance: The Class 2-B-1 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 2-B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 2-B-3
Principal Balance, the Original Class 2-B-4 Principal Balance, Original Class
2-B-5 Principal Balance and the Original Class 2-B-6 Principal Balance by the
sum of the Original Class 2-A Non-PO Principal Balance and the Original Class
2-B Principal Balance. The Original Class 2-B-2 Fractional Interest is specified
in Section 11.17.
Original Class 2-B-2 Percentage: The Class 2-B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.09.
Original Class 2-B-2 Principal Balance: The Class 2-B-2 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 2-B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 2-B-4
Principal Balance, the Original Class 2-B-5 Principal Balance and the Original
Class 2-B-6 Principal Balance by the sum of the Original Class 2-A Non-PO
Principal Balance and the Original Class 2-B Principal Balance. The Original
Class 2-B-3 Fractional Interest is specified in Section 11.18.
Original Class 2-B-3 Percentage: The Class 2-B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.10.
Original Class 2-B-3 Principal Balance: The Class 2-B-3 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 2-B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class 2-B-5
Principal Balance and the Original Class 2-B-6 Principal Balance by the sum of
the Original Class 2-A Non-PO Principal Balance and the Original Class 2-B
Principal Balance. The Original Class 2-B-4 Fractional Interest is specified in
Section 11.19.
Original Class 2-B-4 Percentage: The Class 2-B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.11.
Original Class 2-B-4 Principal Balance: The Class 2-B-4 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 2-B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class 2-B-6 Principal
Balance by the sum of the Original Class 2-A Non-PO Principal Balance and the
Original Class 2-B Principal Balance. The Original Class 2-B-5 Fractional
Interest is specified in Section 11.20.
Original Class 2-B-5 Percentage: The Class 2-B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.12.
Original Class 2-B-5 Principal Balance: The Class 2-B-5 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Class 2-B-6 Percentage: The Class 2-B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.
Original Class 2-B-6 Principal Balance: The Class 2-B-6 Principal Balance
as of the Cut-Off Date, as set forth in Section 11.15.
Original Group 1 Subordinated Percentage: The Group 1 Subordinated
Percentage as of the Cut-Off Date, as set forth in Section 11.07.
Original Group 2 Subordinated Percentage: The Group 2 Subordinated
Percentage as of the Cut-Off Date, as set forth in Section 11.07.
Original Principal Balance: Any Group 1 Original Principal Balance or Group
2 Original Principal Balance.
Other Servicer: Any of the Servicers other than Norwest Mortgage.
Other Servicing Agreements: The Servicing Agreements other than the Norwest
Servicing Agreement.
Outstanding Mortgage Loan: Any Pool I Outstanding Mortgage Loan or Pool II
Outstanding Mortgage Loan
Owner Mortgage Loan File: In the case of each Mortgage Loan serviced by
Merrill Lynch Credit Corporation, the documents specified in the MLCC Mortgage
Loan Purchase Agreement.
PAC Certificates: The Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4,
Class 2-A-5, Class 2-A-6 and Class 2-A-7 Certificates.
PAC Principal Amount: As defined in Section 4.01(b).
Parent Power(R) Guaranty and Security Agreement for Securities Account: As
defined in the MLCC Servicing Agreement.
Partial Liquidation Proceeds: Liquidation Proceeds received by a Servicer
prior to the month in which the related Mortgage Loan became a Liquidated Loan.
Partial Unscheduled Principal Receipt: An Unscheduled Principal Receipt
which is not a Full Unscheduled Principal Receipt.
Paying Agent: The Person authorized on behalf of the 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 2-A-8 Certificates), the undivided percentage interest obtained by
dividing the original principal balance of such Certificate by the Original
Principal Balance of such Class of Class A Certificates. With respect to a Class
2-A-8 Certificate, the undivided percentage interest obtained by dividing the
original notional amount evidenced by such Certificate by the Original Class
2-A-8 Notional Amount of such Class. With respect to a Class B Certificate, the
undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.
Periodic Advance: The aggregate of the advances required to be made by a
Servicer on any Distribution Date pursuant to its Servicing Agreement or by the
Master Servicer or the 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).
Pool: Either the Pool I Mortgage Loans or Pool II Mortgage Loans.
Pool I Adjusted Pool Amount: With respect to any Distribution Date, the
Pool I Cut-Off Date Aggregate Principal Balance of the Pool I Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Pool I Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Group 1
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on the Pool I Mortgage Loans from the Cut-Off Date through
the end of the month preceding such Distribution Date.
Pool I Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all Pool I
Outstanding Mortgage Loans: the product of (i) the Pool I PO Fraction for each
such Pool I Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date
Principal Balance of such Pool I Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Pool I Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Unscheduled Principal Receipts and Substitution Principal Amounts) and
distributed to Holders of the Group 1 Certificates on such Distribution Date and
all prior Distribution Dates and (y) the principal portion of any Realized Loss
(other than a Debt Service Reduction) incurred on such Pool I Mortgage Loan from
the Cut-Off Date through the end of the month preceding such Distribution Date.
Pool I Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the Pool
I Mortgage Loans in the month preceding the month of such Distribution Date.
Pool I Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Pool I Mortgage Loans
in the month preceding the month of such Distribution Date.
Pool I Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Pool I Mortgage Loans in the month preceding the month of such Distribution
Date.
Pool I Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Pool I Foreclosure Profits with respect to all of the Pool I
Mortgage Loans.
Pool I Available Master Servicer Compensation: As to any Distribution Date,
the sum of (a) the Master Servicing Fee on the Pool I Mortgage Loans for such
Distribution Date, (b) interest earned through the business day preceding the
applicable Distribution Date on any Prepayments in Full remitted to the Master
Servicer with respect to the Pool I Mortgage Loans and (c) the aggregate amount
of Month End Interest with respect to the Pool I Mortgage Loans remitted by the
Servicers to the Master Servicer pursuant to the related Servicing Agreements.
Pool I Balance (Non-PO Portion): As of any Distribution Date, the sum of
the amounts for each Pool I Mortgage Loan that is a Pool I Outstanding Mortgage
Loan of the product of (i) the Pool I Non-PO Fraction for such Pool I Mortgage
Loan and (ii) the Scheduled Principal Balance of such Pool I Mortgage Loan.
Pool I Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Pool I Mortgage Loan that is a Pool I Outstanding Mortgage Loan
of the product of (i) the PO Fraction for such Pool I Mortgage Loan and (ii) the
Scheduled Principal Balance of such Pool I Mortgage Loan.
Pool I Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Pool I Bankruptcy Loss Amount will
equal $100,000.00 minus the aggregate amount of Bankruptcy Losses allocated
solely to the Class 1-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 Pool I
Bankruptcy Loss Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding such Distribution Date (the "Relevant Anniversary")
and (b) such lesser amount which, as determined on the Relevant Anniversary will
not cause any rated Group 1 Certificates to be placed on credit review status
(other than for possible upgrading) by either Rating Agency minus (2) the
aggregate amount of Bankruptcy Losses allocated solely to the Class 1-B
Certificates in accordance with Section 4.02(a) since the Relevant Anniversary.
On and after the Group 1 Cross-Over Date the Pool I Bankruptcy Loss Amount shall
be zero.
Pool I Certificate Account: The trust account established and maintained by
the Master Servicer in the name of the Master Servicer on behalf of the Trustee
pursuant to Section 3.01. The Pool I Certificate Account shall be an Eligible
Account.
Pool I Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool I Scheduled Principal
Balance for such Distribution Date and (b) the Pool I Available Master Servicing
Compensation for such Distribution Date.
Pool I Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Pool I Mortgage Loans is as set forth in
Section 11.03.
Pool I Discount Mortgage Loan: A Pool I Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.500%.
Pool I Distribution Amount: As of any Distribution Date, the funds eligible
for distribution to the Holders of the Group 1 Certificates on such Distribution
Date, which shall be the sum of (i) all previously undistributed payments or
other receipts on account of principal and interest on or in respect of the Pool
I Mortgage Loans (including, without limitation, the proceeds of any repurchase
of a Pool I Mortgage Loan by the Seller and any Substitution Principal Amount)
received by the Master Servicer with respect to the applicable Remittance Date
in the month of such Distribution Date and any Unscheduled Principal Receipts
received by the Master Servicer with respect to the Pool I Mortgage Loans on or
prior to the Business Day preceding such Distribution Date, (ii) all Periodic
Advances made by a Servicer pursuant to the related Servicing Agreement or
Periodic Advances made by the Master Servicer or the Trustee pursuant to Section
3.03 with respect to the Pool I Mortgage Loans and (iii) all other amounts
required to be placed in the Pool I 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 on a
Pool I Mortgage Loan and respecting which the Master Servicer or the
Trustee has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds from Pool I Mortgage Loans
used to reimburse any unreimbursed Periodic Advances by the Master Servicer
or the Trustee with respect to the Pool I Mortgage Loans;
(c) those portions of each payment of interest on a particular Pool I
Mortgage Loan which represent (i) the Pool I 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 on Pool I Mortgage Loans after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts on the Pool I Mortgage Loans
received by the Servicers after the Applicable Unscheduled Principal
Receipt Period relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on such
amounts;
(f) all repurchase proceeds with respect to Pool I 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 Pool I Mortgage
Loan substituted for a defective Pool I Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and the unpaid
principal balance of such defective Pool I Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect
to the Pool I Mortgage Loans which represents any unpaid Servicing Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the Pool I
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Pool I
Certificate Account in respect of the Pool I Mortgage Loans, to the extent
not covered by clauses (a) through (h) above, or not required to be
deposited in the Pool I Certificate Account under this Agreement;
(j) Pool I Net Foreclosure Profits;
(k) Month End Interest with respect to the Pool I Mortgage Loans; and
(l) the amount of any Recoveries in respect of principal on Pool I
Mortgage Loans which had previously been allocated as a loss to one or more
Classes of the Class 1-A or Class 1-B Certificates pursuant to Section 4.02
other than Recoveries covered by the last sentence of Section 4.02(d).
Pool I Excess Bankruptcy Loss: With respect to any Distribution Date and
any Pool I Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Pool I Aggregate
Current Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Pool I Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Pool I
Aggregate Current Bankruptcy Losses over the then-applicable Pool I Bankruptcy
Loss Amount, divided by (b) the Pool I Aggregate Current Bankruptcy Losses or
(ii) if the Pool I Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Pool I
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Pool I Mortgage Loan on or after the Group 1 Cross-Over Date
will be an Pool I Excess Bankruptcy Loss.
Pool I Excess Fraud Loss: With respect to any Distribution Date and any
Pool I Mortgage Loan as to which a Fraud Loss is realized in the month preceding
the month of such Distribution Date, (i) if the Pool I Aggregate Current Fraud
Losses with respect to such Distribution Date exceed the then-applicable Pool I
Fraud Loss Amount, then the portion of such Fraud Loss represented by the ratio
of (a) the excess of the Pool I Aggregate Current Fraud Losses over the
then-applicable Pool I Fraud Loss Amount, divided by (b) the Pool I Aggregate
Current Fraud Losses, or (ii) if the Pool I Aggregate Current Fraud Losses with
respect to such Distribution Date are less than or equal to the then-applicable
Pool I Fraud Loss Amount, then zero. In addition, any Fraud Loss occurring with
respect to a Pool I Mortgage Loan on or after the Group 1 Cross-Over Date will
be an Pool I Excess Fraud Loss.
Pool I Excess Special Hazard Loss: With respect to any Distribution Date
and any Pool I Mortgage Loan as to which a Pool I Special Hazard Loss is
realized in the month preceding the month of such Distribution Date, (i) if the
Pool I Aggregate Current Special Hazard Losses with respect to such Distribution
Date exceed the then-applicable Pool I Special Hazard Loss Amount, then the
portion of such Special Hazard Loss represented by the ratio of (a) the excess
of the Pool I Aggregate Current Special Hazard Losses over the then-applicable
Pool I Special Hazard Loss Amount, divided by (b) the Pool I Aggregate Current
Special Hazard Losses, or (ii) if the Pool I Aggregate Current Special Hazard
Losses with respect to such Distribution Date are less than or equal to the
then-applicable Pool I Special Hazard Loss Amount, then zero. In addition, any
Special Hazard Loss occurring with respect to a Pool I Mortgage Loan on or after
the Group 1 Cross-Over Date will be an Pool I Excess Special Hazard Loss.
Pool I Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $4,512,635.01 minus the aggregate amount of Fraud Losses
allocated solely to the Class 1-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 Pool I Fraud
Loss Amount as of the most recent anniversary of the Cut-Off Date and (b) 1.00%
of the aggregate outstanding principal balance of all of the Pool I Mortgage
Loans as of the most recent anniversary of the Cut-Off Date minus (2) the Fraud
Losses allocated solely to the Class 1-B Certificates in accordance with Section
4.02(a) since the most recent anniversary of the Cut-Off Date. On and after the
Group 1 Cross-Over Date or after the fifth anniversary of the Cut-Off Date the
Pool I Fraud Loss Amount shall be zero.
Pool I Mortgage Loans: Those Mortgage Loans listed on Exhibits F-1A, F-2A
and F-3A attached hereto.
Pool I Net Foreclosure Profits: As to any Distribution Date, the amount, if
any, by which (i) Pool I Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses on the Pool I Mortgage
Loans with respect to such Distribution Date.
Pool I 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 6.500%.
Pool I Outstanding Mortgage Loan: As to any Due Date, a Pool I Mortgage
Loan (including an REO Mortgage Loan) which was not the subject of a Full
Unscheduled Principal Receipt prior to such Due Date and which was not
repurchased by the Seller prior to such Due Date pursuant to Section 2.02 or
2.03.
Pool I PO Fraction: With respect to any Pool I Discount Mortgage Loan, the
difference between 1.0 and the Pool I Non-PO Fraction for such Pool I Mortgage
Loan; with respect to any other Pool I Mortgage Loan, zero.
Pool I Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Pool I Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Pool I Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,256,317.50 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class 1-B Certificates in accordance with
Section 4.02(a) and (ii) the Pool I Special Hazard Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut-Off Date,
the Pool I Special Hazard Adjustment Amount shall be calculated and shall be
equal to the amount, if any, by which the amount calculated in accordance with
the preceding sentence (without giving effect to the deduction of the Pool I
Special Hazard Adjustment Amount for such anniversary) exceeds the greater of
(A) the product of the Pool I Special Hazard Percentage for such anniversary
multiplied by the outstanding principal balance of all the Pool I Mortgage Loans
on the Distribution Date immediately preceding such anniversary, (B) twice the
outstanding principal balance of the Pool I Mortgage Loan in the Trust Estate
which has the largest outstanding principal balance on the Distribution Date
immediately preceding such anniversary and (C) that which is necessary to
maintain the original ratings on the Group 1 Certificates as evidenced by
letters to that effect delivered by Rating Agencies to the Master Servicer and
the Trustee. On and after the Group 1 Cross-Over Date, the Pool I Special Hazard
Loss Amount shall be zero.
Pool I Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Pool I Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Pool I Mortgage Loans
as of the immediately preceding Distribution Date.
Pool II Adjusted Pool Amount: With respect to any Distribution Date, the
Pool II Cut-Off Date Aggregate Principal Balance of the Pool II Mortgage Loans
minus the sum of (i) all amounts in respect of principal received in respect of
the Pool II Mortgage Loans (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Unscheduled Principal Receipts and
Substitution Principal Amounts) and distributed to Holders of the Group 2
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on the Pool II Mortgage Loans from the Cut-Off Date through
the end of the month preceding such Distribution Date.
Pool II Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all Pool II
Outstanding Mortgage Loans: the product of (i) the Pool II PO Fraction for each
such Pool II Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date
Principal Balance of such Pool II Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Pool II Mortgage
Loan (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Group 2 Certificates on such
Distribution Date and all prior Distribution Dates and (y) the principal portion
of any Realized Loss (other than a Debt Service Reduction) incurred on such Pool
II Mortgage Loan from the Cut-Off Date through the end of the month preceding
such Distribution Date.
Pool II Aggregate Current Bankruptcy Losses: With respect to any
Distribution Date, the sum of all Bankruptcy Losses incurred on any of the Pool
II Mortgage Loans in the month preceding the month of such Distribution Date.
Pool II Aggregate Current Fraud Losses: With respect to any Distribution
Date, the sum of all Fraud Losses incurred on any of the Pool II Mortgage Loans
in the month preceding the month of such Distribution Date.
Pool II Aggregate Current Special Hazard Losses: With respect to any
Distribution Date, the sum of all Special Hazard Losses incurred on any of the
Pool II Mortgage Loans in the month preceding the month of such Distribution
Date.
Pool II Aggregate Foreclosure Profits: As to any Distribution Date, the
aggregate amount of Pool II Foreclosure Profits with respect to all of the Pool
II Mortgage Loans.
Pool II Available Master Servicer Compensation: As to any Distribution
Date, the sum of (a) the Master Servicing Fee on the Pool II Mortgage Loans for
such Distribution Date, (b) interest earned through the business day preceding
the applicable Distribution Date on any Prepayments in Full remitted to the
Master Servicer with respect to the Pool II Mortgage Loans and (c) the aggregate
amount of Month End Interest with respect to the Pool II Mortgage Loans remitted
by the Servicers to the Master Servicer pursuant to the related Servicing
Agreements.
Pool II Balance (Non-PO Portion): As of any Distribution Date, the sum of
the amounts for each Pool II Mortgage Loan that is a Pool II Outstanding
Mortgage Loan of the product of (i) the Pool II Non-PO Fraction for such Pool II
Mortgage Loan and (ii) the Scheduled Principal Balance of such Pool II Mortgage
Loan.
Pool II Balance (PO Portion): As of any Distribution Date, the sum of the
amounts for each Pool II Mortgage Loan that is a Pool II Outstanding Mortgage
Loan of the product of (i) the PO Fraction for such Pool II Mortgage Loan and
(ii) the Scheduled Principal Balance of such Pool II Mortgage Loan.
Pool II Bankruptcy Loss Amount: As of any Distribution Date prior to the
first anniversary of the Cut-Off Date, the Pool II Bankruptcy Loss Amount will
equal $150,000.00 minus the aggregate amount of Bankruptcy Losses allocated
solely to the Class 2-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 Pool II
Bankruptcy Loss Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-Off Date
coinciding with or preceding such Distribution Date (the "Relevant Anniversary")
and (b) such lesser amount which, as determined on the Relevant Anniversary will
not cause any rated Certificates to be placed on credit review status (other
than for possible upgrading) by either Rating Agency minus (2) the aggregate
amount of Bankruptcy Losses allocated solely to the Class 2-B Certificates in
accordance with Section 4.02(a) since the Relevant Anniversary. On and after the
Group 2 Cross-Over Date the Pool II Bankruptcy Loss Amount shall be zero.
Pool II Certificate Account: The trust account established and maintained
by the Master Servicer in the name of the Master Servicer on behalf of the
Trustee pursuant to Section 3.01. The Pool II Certificate Account shall be an
Eligible Account.
Pool II Compensating Interest: As to any Distribution Date, the lesser of
(a) the product of (i) 1/12th of 0.20% and (ii) the Pool II Scheduled Principal
Balance for such Distribution Date and (b) the Pool II Available Master
Servicing Compensation for such Distribution Date.
Pool II Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Pool II Mortgage Loans is as set forth in
Section 11.03.
Pool II Discount Mortgage Loan: A Pool II Mortgage Loan with a Net Mortgage
Interest Rate of less than 6.750%.
Pool II Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Holders of the Group 2 Certificates on such
Distribution Date, which shall be the sum of (i) all previously undistributed
payments or other receipts on account of principal and interest on or in respect
of the Pool II Mortgage Loans (including, without limitation, the proceeds of
any repurchase of a Pool II Mortgage Loan by the Seller and any Substitution
Principal Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer with respect to the Pool II
Mortgage Loans on or prior to the Business Day preceding such Distribution Date,
(ii) all Periodic Advances made by a Servicer pursuant to the related Servicing
Agreement or Periodic Advances made by the Master Servicer or the Trustee
pursuant to Section 3.03 with respect to the Pool II Mortgage Loans and (iii)
all other amounts required to be placed in the Pool II 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 on a
Pool II Mortgage Loan and respecting which the Master Servicer or the
Trustee has made one or more unreimbursed Periodic Advances;
(b) the portion of Liquidation Proceeds from Pool II Mortgage Loans
used to reimburse any unreimbursed Periodic Advances by the Master Servicer
or the Trustee with respect to the Pool II Mortgage Loans;
(c) those portions of each payment of interest on a particular Pool II
Mortgage Loan which represent (i) the Pool II 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 on Pool II Mortgage Loans after the Due Date occurring in the
month in which such Distribution Date occurs;
(e) all Unscheduled Principal Receipts on the Pool II Mortgage Loans
received by the Servicers after the Applicable Unscheduled Principal
Receipt Period relating to the Distribution Date for the applicable type of
Unscheduled Principal Receipt, and all related payments of interest on such
amounts;
(f) all repurchase proceeds with respect to Pool II 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 Pool II Mortgage
Loan substituted for a defective Pool II Mortgage Loan during the month
preceding the month in which such Distribution Date occurs and the unpaid
principal balance of such defective Pool II Mortgage Loan;
(g) that portion of Liquidation Proceeds and REO Proceeds with respect
to the Pool II Mortgage Loans which represents any unpaid Servicing Fee or
Master Servicing Fee;
(h) all income from Eligible Investments that is held in the Pool II
Certificate Account for the account of the Master Servicer;
(i) all other amounts permitted to be withdrawn from the Pool II
Certificate Account in respect of the Pool II Mortgage Loans, to the extent
not covered by clauses (a) through (h) above, or not required to be
deposited in the Pool II Certificate Account under this Agreement;
(j) Pool II Net Foreclosure Profits;
(k) Month End Interest with respect to the Pool II Mortgage Loans; and
(l) the amount of any Recoveries in respect of principal on Pool II
Mortgage Loans which had previously been allocated as a loss to one or more
Classes of the Class 2-A or Class 2-B Certificates pursuant to Section 4.02
other than Recoveries covered by the last sentence of Section 4.02(d).
Pool II Excess Bankruptcy Loss: With respect to any Distribution Date and
any Pool II Mortgage Loan as to which a Bankruptcy Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Pool II Aggregate
Current Bankruptcy Losses with respect to such Distribution Date exceed the
then-applicable Pool II Bankruptcy Loss Amount, then the portion of such
Bankruptcy Loss represented by the ratio of (a) the excess of the Pool II
Aggregate Current Bankruptcy Losses over the then-applicable Pool II Bankruptcy
Loss Amount, divided by (b) the Pool II Aggregate Current Bankruptcy Losses or
(ii) if the Pool II Aggregate Current Bankruptcy Losses with respect to such
Distribution Date are less than or equal to the then-applicable Pool II
Bankruptcy Loss Amount, then zero. In addition, any Bankruptcy Loss occurring
with respect to a Pool II Mortgage Loan on or after the Group 2 Cross-Over Date
will be an Pool II Excess Bankruptcy Loss.
Pool II Excess Fraud Loss: With respect to any Distribution Date and any
Pool II Mortgage Loan as to which a Fraud Loss is realized in the month
preceding the month of such Distribution Date, (i) if the Pool II Aggregate
Current Fraud Losses with respect to such Distribution Date exceed the
then-applicable Pool II Fraud Loss Amount, then the portion of such Fraud Loss
represented by the ratio of (a) the excess of the Pool II Aggregate Current
Fraud Losses over the then-applicable Pool II Fraud Loss Amount, divided by (b)
the Pool II Aggregate Current Fraud Losses, or (ii) if the Pool II Aggregate
Current Fraud Losses with respect to such Distribution Date are less than or
equal to the then-applicable Pool II Fraud Loss Amount, then zero. In addition,
any Fraud Loss occurring with respect to a Pool II Mortgage Loan on or after the
Group 2 Cross-Over Date will be an Pool II Excess Fraud Loss.
Pool II Excess Special Hazard Loss: With respect to any Distribution Date
and any Pool II Mortgage Loan as to which a Pool II Special Hazard Loss is
realized in the month preceding the month of such Distribution Date, (i) if the
Pool II Aggregate Current Special Hazard Losses with respect to such
Distribution Date exceed the then-applicable Pool II Special Hazard Loss Amount,
then the portion of such Special Hazard Loss represented by the ratio of (a) the
excess of the Pool II Aggregate Current Special Hazard Losses over the
then-applicable Pool II Special Hazard Loss Amount, divided by (b) the Pool II
Aggregate Current Special Hazard Losses, or (ii) if the Pool II Aggregate
Current Special Hazard Losses with respect to such Distribution Date are less
than or equal to the then-applicable Pool II Special Hazard Loss Amount, then
zero. In addition, any Special Hazard Loss occurring with respect to a Pool II
Mortgage Loan on or after the Group 2 Cross-Over Date will be an Pool II Excess
Special Hazard Loss.
Pool II Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date an amount equal to: (X) prior to the first anniversary of the Cut-Off Date
an amount equal to $5,003,866.43 minus the aggregate amount of Fraud Losses
allocated solely to the Class 2-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 Pool II Fraud
Loss Amount as of the most recent anniversary of the Cut-Off Date and (b) 1.00%
of the aggregate outstanding principal balance of all of the Pool II Mortgage
Loans as of the most recent anniversary of the Cut-Off Date minus (2) the Fraud
Losses allocated solely to the Class 2-B Certificates in accordance with Section
4.02(a) since the most recent anniversary of the Cut-Off Date. On and after the
Group 2 Cross-Over Date or after the fifth anniversary of the Cut-Off Date the
Pool II Fraud Loss Amount shall be zero.
Pool II Mortgage Loans: Those Mortgage Loans listed on Exhibits F-1B, F-2B
and F-3B attached hereto.
Pool II Net Foreclosure Profits: As to any Distribution Date, the amount,
if any, by which (i) Pool II Aggregate Foreclosure Profits with respect to such
Distribution Date exceed (ii) Liquidated Loan Losses on the Pool II Mortgage
Loans with respect to such Distribution Date.
Pool II Outstanding Mortgage Loan: As to any Due Date, a Pool II Mortgage
Loan (including an REO Mortgage Loan) which was not the subject of a Full
Unscheduled Principal Receipt prior to such Due Date and which was not
repurchased by the Seller prior to such Due Date pursuant to Section 2.02 or
2.03.
Pool II PO Fraction: With respect to any Pool II Discount Mortgage Loan,
the difference between 1.0 and the Pool II Non-PO Fraction for such Pool II
Mortgage Loan; with respect to any other Pool II Mortgage Loan, zero.
Pool II Scheduled Principal Balance: As to any Distribution Date, the
aggregate Scheduled Principal Balances of all Pool II Mortgage Loans that were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.
Pool II Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $2,501,933.21 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated solely to the Class 2-B Certificates in accordance with
Section 4.02(a) and (ii) the Pool II Special Hazard Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut-Off
Date, the Pool II Special Hazard Adjustment Amount shall be calculated and shall
be equal to the amount, if any, by which the amount calculated in accordance
with the preceding sentence (without giving effect to the deduction of the Pool
II Special Hazard Adjustment Amount for such anniversary) exceeds the greater of
(A) the product of the Pool II Special Hazard Percentage for such anniversary
multiplied by the outstanding principal balance of all the Pool II Mortgage
Loans on the Distribution Date immediately preceding such anniversary, (B) twice
the outstanding principal balance of the Pool II Mortgage Loan in the Trust
Estate which has the largest outstanding principal balance on the Distribution
Date immediately preceding such anniversary and (C) that which is necessary to
maintain the original ratings on the Group 2 Certificates as evidenced by
letters to that effect delivered by Rating Agencies to the Master Servicer and
the Trustee. On and after the Group 2 Cross-Over Date, the Pool II Special
Hazard Loss Amount shall be zero.
Pool II Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (i) 1.00% and (ii) the largest percentage obtained by
dividing the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Pool II Mortgage Loans secured by Mortgaged
Properties located in a single, five-digit zip code area in the State of
California by the outstanding principal balance of all the Pool II Mortgage
Loans as of the immediately preceding Distribution Date.
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
August 1998 through July 2003....... 0%
August 2003 through July 2004....... 30%
August 2004 through July 2005....... 40%
August 2005 through July 2006....... 60%
August 2006 through July 2007....... 80%
August 2007 and thereafter 100%
Principal Accretion Amount: With respect to the Class 2-A-11 Certificates
and as to any Distribution Date prior to the 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 Balance: As of the first Determination Date and as to any Class
of Class A Certificates (other than the Class 2-A-8 Certificates) the Original
Principal Balance of such Class. As of any subsequent Determination Date prior
to the related Cross-Over Date, and as to any Class of Class A Certificates
(other than the Class 1-A-PO and Class 2-A-PO Certificates), the respective
Group 1 Original Principal Balance or Group 2 Original Principal Balance of such
Class (increased in the case of the Class 2-A-11 Certificates by the Principal
Accretion Amounts with respect to prior Distribution Dates for the Class 2-A-11
Certificates) less the sum of (a) all amounts previously distributed in respect
of such Class on prior Distribution Dates (i) pursuant to Paragraph third clause
(I) (A) or clause (II) (A), as applicable, of Section 4.01(a) (i), (ii) as a
result of a Group 1 Principal Adjustment or Group 2 Principal Adjustment, as the
case may be, and (iii) if applicable, with respect to the Class 2-A
Certificates, from the Accrual Distribution Amounts for such prior Distribution
Dates and (b) the Realized Losses on the Pool I Mortgage Loans or Pool II
Mortgage Loans, as applicable, allocated through such Determination Date to such
Class pursuant to Section 4.02(b). After the related 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 1-A Loss Percentage or Class 2-A Loss
Percentage, as the case may be, of such Class and the excess, if any, of (i) the
Class 1-A Non-PO Principal Balance or Class 2-A Non-PO Principal Balance, as the
case may be, as of such Determination Date without regard to this sentence over
(ii) the difference between (A) the Pool I Adjusted Pool Amount or Pool II
Adjusted Pool Amount, as the case may be, for the preceding Distribution Date
and (B) the Pool I Adjusted Pool Amount (PO Portion) or the Pool II Adjusted
Pool Amount (PO Portion), as the case may be, for such Group for the preceding
Distribution Date.
The Class 2-A-8 Certificates are interest-only Certificates and have no
Principal Balances.
As of any subsequent Determination Date prior to the related Cross-Over
Date and as to the Class 1-A-PO or Class 2-A-PO Certificates, the Group 1
Original Principal Balance and Group 2 Original Principal Balance, respectively,
of such Class less the sum of (a) all amounts previously distributed in respect
of the Class 1-A-PO or Class 2-A-PO Certificates on prior Distribution Dates
pursuant to Paragraphs third clause (I) (B) or clause (II) (B), as applicable,
and fourth clause (I) or clause (II), as applicable, of Section 4.01(a) (i) and
(b) the Realized Losses on the Pool I Mortgage Loans or the Pool II Mortgage
Loans, as applicable, allocated through such Determination Date to the Class
1-A-PO or Class 2-A-PO Certificates pursuant to Section 4.02(b). After the
related Cross-Over Date, as applicable, 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 Pool I Adjusted Pool Amount (PO Portion) or Pool II
Adjusted Pool Amount (PO Portion), as the case may be, for the preceding
Distribution Date.
As to the Class 1-B Certificates, the Class 1-B-1 Principal Balance, Class
1-B-2 Principal Balance, Class 1-B-3 Principal Balance, Class 1-B-4 Principal
Balance, Class 1-B-5 Principal Balance and Class 1-B-6 Principal Balance,
respectively.
As to the Class 2-B Certificates, the Class 2-B-1 Principal Balance, Class
2-B-2 Principal Balance, Class 2-B-3 Principal Balance, Class 2-B-4 Principal
Balance, Class 2-B-5 Principal Balance and Class 2-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 2-A-12 Certificates and (ii) the sum of (A) the product of
(1) the Priority Percentage, (2) the Shift Percentage and (3) the Group 2
Scheduled Principal Amount and (B) the product of (1) the Priority Percentage,
(2) the Prepayment Shift Percentage and (3) the Group 2 Unscheduled Principal
Amount.
Priority Percentage: The lesser of (i) 100% or (ii) the sum of the
Principal Balance of the Class 2-A-12 Certificates divided by the Pool II
Balance (Non-PO Portion).
Prohibited Transaction Tax: Any tax imposed under Section 860F of the Code.
Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.
Rate Determination Date: As to any Distribution Date, the second LIBOR
Business Day preceding the Distribution Date in the month preceding the month in
which such Distribution Date occurs.
Rating Agency: Any nationally recognized statistical credit rating agency,
or its successor, that rated one or more Classes of the Certificates at the
request of the Seller at the time of the initial issuance of the Certificates.
The Rating Agencies for the Class 1-A Certificates and Class 1-B-1 Certificates
are Moody's and Fitch. The Rating Agency for the Class 1-B-2, Class 1-B-3, Class
1-B-4 and Class 1-B-5 Certificates is Moody's. The Rating Agencies for the Class
2-A Certificates and Class 2-B-1 Certificates are Moody's and Fitch. The Rating
Agency for the Class 2-B-2, Class 2-B-3, Class 2-B-4 and Class 2-B-5
Certificates is Fitch. 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, and the Master Servicer. References herein to the
highest short-term rating category of a Rating Agency shall mean P-1+ in the
case of Moody's, F-1+ in the case of Fitch and in the case of any other Rating
Agency shall mean its equivalent of such ratings. References herein to the
highest long-term rating categories of a Rating Agency shall mean AAA in the
case of Fitch, Aaa in the case of Moody's, and in the case of any other Rating
Agency shall mean its equivalent of such rating without any plus or minus.
Realized Losses: With respect to any Distribution Date, (i) Liquidated Loan
Losses (including Special Hazard Losses and Fraud Losses) and (ii) Bankruptcy
Losses incurred in the month preceding the month of such Distribution Date.
Record Date: The last Business Day of the month preceding the month of the
related Distribution Date.
Recovery: Any amount received on a Mortgage Loan subsequent to such
Mortgage Loan being determined to be a Liquidated Loan.
Reduction Amount: As defined in Section 4.01(b).
Relevant Anniversary: See "Bankruptcy Loss Amount."
REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D.
REMIC Provisions: Provisions of the federal income tax law relating to
REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury temporary, proposed or final regulations promulgated thereunder,
as the foregoing are in effect (or with respect to proposed regulations, are
proposed to be in effect) from time to time.
Remittance Date: As defined in each of the Servicing Agreements.
REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and as
to which the indebtedness evidenced by the related Mortgage Note is discharged
and the related Mortgaged Property is held as part of the Trust Estate.
REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
Request for Release: A request for release in substantially the form
attached as Exhibit G hereto.
Responsible Officer: When used with respect to the Trustee, 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.
Rule 144A: Rule 144A promulgated under the Securities Act of 1933, as
amended.
Scheduled Certificates: The Class 2-A-9 Certificates and Class 2-A-10
Certificates.
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.
Servicers: Each of Norwest Mortgage, National City Mortgage Company,
Suntrust Mortgage Inc., Merrill Lynch Credit Corporation, Banc One Mortgage
Corp., Ft. Mortgage Companies, The Huntington Mortgage Company, Countrywide Home
Loans, Inc., People's Bank, America First Credit Union, Bank of Oklahoma, N.A.,
BankNorth Mortgage Company, Inc., First Nationwide Mortgage Corporation,
Suntrust Mortgage Inc., The Huntington Mortgage Company and US Bank Corp.
Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.
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
August 1998 through July 2003....... 0%
August 2003 through July 2004....... 30%
August 2004 through July 2005....... 40%
August 2005 through July 2006....... 60%
August 2006 through July 2007....... 80%
August 2007 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.
Startup Day: As defined in Section 2.05.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy
agreement pursuant to which the monthly interest payments made by the related
Mortgagor will be less than the scheduled monthly interest payments on such
Mortgage Loan, with the resulting difference in interest payments being provided
by the employer of the Mortgagor. Each Subsidy Loan will be identified as such
in the Mortgage Loan Schedule.
Substitute Mortgage Loan: As defined in Section 2.02.
Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.
Surety Bond: As defined in the MLCC Servicing Agreement.
T.O.P. Mortgage Loan: Any Mortgage Loan that was originated by Norwest
Mortgage or an affiliate thereof in connection with the "Title Option Plus"
program and which is not covered by a title insurance policy. Each T.O.P.
Mortgage Loan shall be identified as such in the Mortgage Loan Schedule.
Trust Estate: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans (other than any Fixed Retained Yield), such amounts as may
be held from time to time in the Certificate Accounts (other than any Fixed
Retained Yield), and the rights of the Trustee, to receive the proceeds of all
insurance policies and performance bonds, if any, required to be maintained
hereunder or under the related Servicing Agreement and property which secured a
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure.
Trustee: First Union National Bank, a national banking association, or any
successor Trustee appointed as herein provided.
Uncertificated Lower-Tier Interests: The Group 1 Uncertificated Lower-Tier
Interests and the Group 2 Uncertificated Lower-Tier Interests.
Unscheduled Principal Receipt: Any Principal Prepayment or other recovery
of principal on a Mortgage Loan, including, without limitation, Liquidation
Proceeds, Net REO Proceeds and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Net Foreclosure Profits and
proceeds of a repurchase of a Mortgage Loan by the Seller and any Substitution
Principal Amounts. Except as set forth in the last sentence of Section 4.02(d),
a Recovery shall not be treated as an Unscheduled Principal Receipt.
Unscheduled Principal Receipt Period: Either a Mid-Month Receipt Period or
a Prior Month Receipt Period.
Upper-Tier Certificate: Any one of the Class A Certificates (other than the
Class 2-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 2-A-8 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 1-A
Principal Balance, Class 2-A Principal Balance, Class 1-B Principal Balance and
the Class 2-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 any benefit or any
legal or equitable right, power, remedy or claim under this Agreement.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
The Seller, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee, without recourse all the right, title and interest
of the Seller in and to (a) the Trust Estate, including all interest (other than
the portion, if any, representing the Fixed Retained Yield) and principal
received by the Seller on or with respect to the Mortgage Loans after the
Cut-Off Date (and including scheduled payments of principal and interest due
after the Cut-Off Date but received by the Seller on or before the Cut-Off Date
and Unscheduled Principal Receipts received or applied on the Cut-Off Date, but
not including payments of principal and interest due on the Mortgage Loans on or
before the Cut-Off Date), (b) the Insurance Policies, (c) the obligations of the
Servicers under the Servicing Agreements with respect to the Mortgage Loans, (d)
all of the Seller's right, title and interest in and to each Mortgage 100 Pledge
Agreement and each Parent Power(R) Guaranty and Security Agreement for
Securities Account with respect to each Additional Collateral Mortgage Loan and
(e) proceeds of all the foregoing.
In connection with such assignment, the Seller shall, with respect to each
Mortgage Loan, deliver, or cause to be delivered, to the 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 appropriate Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File relating thereto shall be
delivered to the 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 180
months (in the case of a Pool I Mortgage Loan) or; 360 months (in the case
of a Pool II Mortgage Loan).
(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 applicable 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 2-A-R and Class 2-A-LR Certificates) and the Classes of Class B
Certificates as classes of "regular interests" and the Class 2-A-R Certificate
as the single class of "residual interest" in the Upper-Tier REMIC for the
purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller
hereby further designates the Class 1-A-L1 Interest, Class 1-A-LPO Interest,
Class 2-L1 Interest, Class 2-A-L3 Interest, Class 2-A-L5 Interest, Class 2-A-L6
Interest, Class 2-A-L7 Interest, Class 2-A-L9 Interest, Class 2-A-L11 Interest,
Class 2-A-LPO Interest, Class 2-A-LUR Interest, Class 2-B-L1 Interest, Class
2-B-L2 Interest, Class 2-B-L3 Interest, Class 2-B-L4 Interest, Class 2-B-L5
Interest and Class 2-B-L6 Interest as classes of "regular interests" and the
Class 2-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 August 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 Pool I Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Pool I Mortgage Loans and a Pool II Certificate Account for the deposit of
funds received by the Master Service with respect to the Pool II Mortgage Loans
serviced by each Servicer pursuant to each of the Servicing Agreements. Each
such account shall be maintained as an Eligible Account. The Master Servicer
shall give notice to each Servicer and the Seller of the location of the
applicable Certificate Account and of any change in the location thereof.
(b) The Master Servicer shall deposit into the Pool I Certificate Account
or Pool II Certificate Account on the day of receipt thereof all amounts
received by it from any Servicer pursuant to any of the Servicing Agreements
with respect to the Pool I Mortgage Loans or Pool II Mortgage Loans,
respectively, or with respect to the Pool I Mortgage Loans, any amounts received
by it upon the sale of any Additional Collateral pursuant to the terms of a
Mortgage 100 Pledge Agreement or the Parent Power(R) Guaranty and Security
Agreement for Securities Account or any amounts received pursuant to the Surety
Bond and shall, in addition, deposit into the Pool I Certificate Account or Pool
II 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 a 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 applicable
Certificate Account prior to the Distribution Date shall be invested for the
account of the Master Servicer and any investment income thereon shall be
additional compensation to the Master Servicer for services rendered under this
Agreement. The amount of any losses incurred in respect of any such investments
shall be deposited in the applicable Certificate Account by the Master Servicer
out of its own funds immediately as realized.
(d) For purposes of this Agreement, the Master Servicer will be deemed to
have received from a Servicer on the applicable Remittance Date for such funds
all amounts deposited by such Servicer into the Custodial Account for P&I
maintained in accordance with the applicable Servicing Agreement, if such
Custodial Account for P&I is not an Eligible Account as defined in this
Agreement, to the extent such amounts are not actually received by the Master
Servicer on such Remittance Date as a result of the bankruptcy, insolvency,
receivership or other financial distress of the depository institution in which
such Custodial Account for P&I is being held. To the extent that amounts so
deemed to have been received by the Master Servicer are subsequently remitted to
the Master Servicer, the Master Servicer shall be entitled to retain such
amounts.
Section 3.02. Permitted Withdrawals from the Certificate Accounts.
(a) The Master Servicer may, from time to time, make withdrawals from the
applicable Certificate Account (such withdrawals being limited in the case of
the Pool I Certificate Account to withdrawals related to the Pool I Mortgage
Loans and the Group 1 Certificates and in the case of the Pool II Certificate
Account to withdrawals related to the Pool II Mortgage Loans and the Group 2
Certificates) for the following purposes (limited, in the case of Servicer
reimbursements, to cases where funds in the respective Custodial P&I Account are
not sufficient therefor):
(i) to reimburse the Master Servicer, the 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 such Certificate Accounts;
(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 a Certificate Account any amount deposited in
such Certificate Account that was not required to be deposited therein;
(xi) to clear and terminate a Certificate Account pursuant to Section
9.01; and
(xii) to pay to Norwest Mortgage from any Mortgagor payment on account
of interest or other recovery (including Net REO Proceeds) with respect to
a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect
to such Mortgage Loan; provided, however, that with respect to any payment
of interest received by the Master Servicer in respect of a Mortgage Loan
(whether paid by the Mortgagor or received as Liquidation Proceeds,
Insurance Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of
such payment of interest that bears the same relationship to the total
amount of such payment of interest as the Fixed Retained Yield Rate, if
any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate
shall be allocated to the Fixed Retained Yield with respect thereto.
(b) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment
to and withdrawal from the applicable 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 applicable 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 applicable Certificate Account for any Periodic Advance made
by it under Section 3.03(a) to the extent described in Section 3.02(a)(i) and
(a)(ii). The Master Servicer and the 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 appropriate Certificate Account from the related Servicer. The Master
Servicer shall, to the extent it has not already done so, upon the request of
the Trustee, withdraw from a 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 a 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 a 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
applicable 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 applicable Certificate Account.
From time to time and as appropriate for the servicing or foreclosure of
any Mortgage Loan, including but not limited to, collection under any insurance
policies, or to effect a partial release of any Mortgaged Property from the lien
of the Mortgage, the Servicer of such Mortgage Loan shall deliver to the Master
Servicer a Request for Release. Upon the Master Servicer's receipt of any such
Request for Release, the Master Servicer shall promptly forward such request to
the 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 appropriate Certificate Account or (ii)
the Owner Mortgage Loan File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the 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 appropriate Certificate
Account have been so deposited, or that such Mortgage Loan has become an REO
Mortgage Loan, the Request for Release shall be released by the 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
each Certificate Account as of the close of business on such Distribution Date
stating that all distributions required to be made by the Master Servicer under
this Agreement have been made (or, if any required distribution has not been
made by the Master Servicer, specifying the nature and status thereof) and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from each such account for each category of
deposit and withdrawal specified in Sections 3.01 and 3.02. Such statements may
be in the form of the then current FNMA monthly accounting report for its
Guaranteed Mortgage Pass-Through Program with appropriate additions and changes,
and shall also include information as to the aggregate unpaid principal balance
of the Pool I Mortgage Loans and Pool II Mortgage Loans, as applicable, as of
the close of business as of the last day of the calendar month immediately
preceding such Distribution Date. Copies of such 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 appropriate Certificate Account, release
or cause to be released to the entity identified by the Master Servicer the
related Owner Mortgage Loan File and Servicer Mortgage Loan File and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the auction purchaser title
to the REO Mortgage Loan and the 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. 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 appropriate Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File and Servicer Mortgage Loan File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the auction purchaser title to the Mortgage Loan
and the 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.
Additional Collateral may be liquidated and the proceeds applied to cover
any shortfalls upon the liquidation of a Mortgaged Property; provided, however,
that the Trust Estate in no event shall acquire ownership of the Additional
Collateral unless the Trustee shall have received an Opinion of Counsel that
such ownership shall not cause the Trust Estate to fail to qualify as two
separate REMICs or subject either REMIC to any tax.
The Master Servicer may enter into a special servicing agreement with an
unaffiliated holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates and/or other subordinated mortgage pass-through
certificates, such agreement to be substantially in the form of Exhibit M hereto
or subject to each Rating Agency's acknowledgment that the ratings of the
Certificates in effect immediately prior to the entering into of such agreement
would not be qualified, downgraded or withdrawn and the Certificates would not
be placed on credit review status (except for possible upgrading) as a result of
such agreement. Any such agreement may contain provisions whereby such holder
may instruct the Master Servicer to instruct a Servicer to the extent provided
in the applicable Servicing Agreement to commence or delay foreclosure
proceedings with respect to delinquent Pool I or Pool II Mortgage Loans, as
applicable, and will contain provisions for the deposit of cash by the holder
that would be available for distribution to Certificateholders if Liquidation
Proceeds are less than they otherwise may have been had the Servicer acted in
accordance with its normal procedures.
Section 3.09. Termination and Substitution of Servicing Agreements.
Upon the occurrence of any event for which a Servicer may be terminated
pursuant to its Servicing Agreement, the Master Servicer shall promptly deliver
to the Seller 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 1-A-PO and Class 2-A-PO Certificates) and the Class 1-B-1,
Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2 and Class 2-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 I Distribution Amount or Pool II
Distribution Amount, will be applied in the following amounts to the Group 1
Certificates in the case of the Pool I Distribution Amount and to the Group 2
Certificates in the case of the Pool II Distribution Amount, to the extent such
Pool Distribution Amount is sufficient therefor, in the manner and in the order
of priority as follows:
first, (I) to the Class 1-A-1 Certificates in an aggregate amount up to the
Class 1-A Interest Accrual Amount with respect to such Distribution Date or (II)
to the Classes of Class 2-A Certificates, pro rata, based upon their respective
Group 2 Interest Accrual Amounts in an aggregate amount up to the Class 2-A
Interest Accrual Amounts with respect to such Distribution Date; provided that
prior to the Accretion Termination Date, an amount equal to the amount that
would otherwise be distributable in respect of interest to the Class 2-A-11
Certificates pursuant to this provision will instead be distributed in reduction
of the Principal Balances of certain Classes of Class 2-A Certificates, in each
case in accordance with Section 4.01(b);
second, (I) to the Class 1-A-1 Certificates in an aggregate amount up to
the Group 1 Aggregate Class 1-A Unpaid Interest Shortfall or (II) to the Classes
of Class 2-A Certificates, pro rata, based on their Group 2 Interest Accrual
Amounts, in an aggregate amount up to the Group 2 Aggregate Class 2-A Unpaid
Interest Shortfalls; provided that prior to the Accretion Termination Date, an
amount equal to the amount that would otherwise be distributable in respect of
unpaid interest shortfalls to the Class 2-A-11 Certificates pursuant to this
provision will instead be distributed in reduction of the Principal Balances of
certain Classes of Class 2-A Certificates, in each case in accordance with
Section 4.01(b);
third, (I) concurrently, to the Class 1-A-1 Certificates and the Class
1-A-PO Certificates, pro rata, based on their respective Class 1-A Non-PO
Optimal Principal Amount and Class 1-A-PO Optimal Principal Amount, (A) to the
Class 1-A-1 Certificates, in an aggregate amount up to the Class 1-A Non-PO
Optimal Principal Amount, and (B) to the Class 1-A-PO Certificates in an amount
up to the Class 1-A-PO Optimal Principal Amount or (II) concurrently, to the
Class 2-A Certificates (other than the Class 2-A-PO Certificates) and the Class
2-A-PO Certificates, pro rata, based on their respective Class 2-A Non-PO
Optimal Principal Amount and Class 2-A-PO Optimal Principal Amount, (A) to the
Classes of Class 2-A Certificates (other than the Class 2-A-PO Certificates), in
an aggregate amount up to the Class 2-A Non-PO Optimal Principal Amount, such
distribution to be allocated among such Classes in accordance with Section
4.01(b) or Section 4.01(c), as applicable, and (B) to the Class 2-A-PO
Certificates in an amount up to the Class 2-A-PO Optimal Principal Amount;
fourth, (I) to the Class 1-A-PO Certificates in an amount up to the Class
1-A-PO Deferred Amount from amounts otherwise distributable (without regard to
this Paragraph fourth clause (I)) first to the Class 1-B-6 Certificates pursuant
to Paragraph twenty-second clause (I), below, second to the Class 1-B-5
Certificates pursuant to Paragraph nineteenth clause (I), below, third to the
Class 1-B-4 Certificates pursuant to Paragraph sixteenth clause (I), below,
fourth to the Class 1-B-3 Certificates pursuant to Paragraph thirteenth clause
(I), below, fifth to the Class 1-B-2 Certificates pursuant to Paragraph tenth
clause (I) below, and sixth to the Class 1-B-1 Certificates pursuant to
Paragraph seventh clause (I) below or (II) to the Class 2-A-PO Certificates in
an amount up to the Class 2-A-PO Deferred Amount from amounts otherwise
distributable (without regard to this Paragraph fourth clause (II)) first to the
Class 2-B-6 Certificates pursuant to Paragraph twenty-second clause (II), below,
second to the Class 2-B-5 Certificates pursuant to Paragraph nineteenth clause
(II), below, third to the Class 2-B-4 Certificates pursuant to Paragraph
sixteenth clause (II), below, fourth to the Class 2-B-3 Certificates pursuant to
Paragraph thirteenth clause (II), below, fifth to the Class 2-B-2 Certificates
pursuant to Paragraph tenth clause (II) below, and sixth to the Class 2-B-1
Certificates pursuant to Paragraph seventh clause (II) below;
fifth, (I) to the Class 1-B-1 Certificates in an amount up to the Group 1
Interest Accrual Amount for the Class 1-B-1 Certificates with respect to such
Distribution Date or (II) to the Class 2-B-1 Certificates in an amount up to the
Group 2 Interest Accrual Amount for the Class 2-B-1 Certificates with respect to
such Distribution Date;
sixth, (I) to the Class 1-B-1 Certificates in an amount up to the Class
1-B-1 Unpaid Interest Shortfall or (II) to the Class 2-B-1 Certificates in an
amount up to the Class 2-B-1 Unpaid Interest Shortfall;
seventh, (I) to the Class 1-B-1 Certificates in an amount up to the Class
1-B-1 Optimal Principal Amount; provided, however, that the amount distributable
to the Class 1-B-1 Certificates pursuant to this Paragraph seventh clause (I)
will be reduced by the amount, if any, that would have been distributable to the
Class 1-B-1 Certificates hereunder used to pay the Class 1-A-PO Deferred Amount,
as provided in Paragraph fourth clause (I) above or (II) to the Class 2-B-1
Certificates in an amount up to the Class 2-B-1 Optimal Principal Amount;
provided, however, that the amount distributable to the Class 2-B-1 Certificates
pursuant to this Paragraph seventh clause (II) will be reduced by the amount, if
any, that would have been distributable to the Class 2-B-1 Certificates
hereunder used to pay the Class 2-A-PO Deferred Amount, as provided in Paragraph
fourth clause (II) above;
eighth, (I) to the Class 1-B-2 Certificates in an amount up to the Group 1
Interest Accrual Amount for the Class 1-B-2 Certificates with respect to such
Distribution Date or (II), to the Class 2-B-2 Certificates in an amount up to
the Group 2 Interest Accrual Amount for the Class 2-B-2 Certificates with
respect to such Distribution Date;
ninth, (I) to the Class 1-B-2 Certificates in an amount up to the Class
1-B-2 Unpaid Interest Shortfall or (II) to the Class 2-B-2 Certificates in an
amount up to the Class 2-B-2 Unpaid Interest Shortfall;
tenth, (I) to the Class 1-B-2 Certificates in an amount up to the Class
1-B-2 Optimal Principal Amount; provided, however, that the amount distributable
to the Class 1-B-2 Certificates pursuant to this Paragraph tenth clause (I) will
be reduced by the amount, if any, that would have been distributable to the
Class 1-B-2 Certificates hereunder used to pay the Class 1-A-PO Deferred Amount
as provided in Paragraph fourth clause (I) above or (II) to the Class 2-B-2
Certificates in an amount up to the Class 2-B-2 Optimal Principal Amount;
provided, however, that the amount distributable to the Class 2-B-2 Certificates
pursuant to this Paragraph tenth clause (II) will be reduced by the amount, if
any, that would have been distributable to the Class 2-B-2 Certificates
hereunder used to pay the Class 2-A-PO Deferred Amount as provided in Paragraph
fourth clause (II) above;
eleventh, (I) to the Class 1-B-3 Certificates in an amount up to the Group
1 Interest Accrual Amount for the Class 1-B-3 Certificates with respect to such
Distribution Date or (II) to the Class 2-B-3 Certificates in an amount up to the
Group 2 Accrual Amount for the Class 2-B-3 Certificates with respect to such
Distribution Date;
twelfth, (I) to the Class 1-B-3 Certificates in an amount up to the Class
1-B-3 Unpaid Interest Shortfall or (II) to the Class 2-B-3 Certificates in an
amount up to the Class 2-B-3 Unpaid Interest Shortfall;
thirteenth, (I) to the Class 1-B-3 Certificates in an amount up to the
Class 1-B-3 Optimal Principal Amount; provided, however, that the amount
distributable to the Class 1-B-3 Certificates pursuant to this Paragraph
thirteenth will be reduced by the amount, if any, that would have been
distributable to the Class 1-B-3 Certificates hereunder used to pay the Class
1-A-PO Deferred Amount as provided in Paragraph fourth above or (II) to the
Class 2-B-3 Certificates in an amount up to the Class 2-B-3 Optimal Principal
Amount; provided, however, that the amount distributable to the Class 2-B-3
Certificates pursuant to this Paragraph thirteenth will be reduced by the
amount, if any, that would have been distributable to the Class 2-B-3
Certificates hereunder used to pay the Class 2-A-PO Deferred Amount as provided
in Paragraph fourth above;
fourteenth, (I) to the Class 1-B-4 Certificates in an amount up to the
Group 1 Interest Accrual Amount for the Class 1-B-4 Certificates with respect to
such Distribution Date or (II) to the Class 2-B-4 Certificates in an amount up
to the Group 2 Interest Accrual Amount for the Class 2-B-4 Certificates with
respect to such Distribution Date;
fifteenth, (I) to the Class 1-B-4 Certificates in an amount up to the Class
1-B-4 Unpaid Interest Shortfall or (II) to the Class 2-B-4 Certificates in an
amount up to the Class 2-B-4 Unpaid Interest Shortfall;
sixteenth, (I) to the Class 1-B-4 Certificates in an amount up to the Class
1-B-4 Optimal Principal Amount; provided, however, that the amount distributable
to the Class 1-B-4 Certificates pursuant to this Paragraph sixteenth will be
reduced by the amount, if any, that would have been distributable to the Class
1-B-4 Certificates hereunder used to pay the Class 1-A-PO Deferred Amount as
provided in Paragraph fourth above or (II) to the Class 2-B-4 Certificates in an
amount up to the Class 2-B-4 Optimal Principal Amount; provided, however, that
the amount distributable to the Class 2-B-4 Certificates pursuant to this
Paragraph sixteenth will be reduced by the amount, if any, that would have been
distributable to the Class 2-B-4 Certificates hereunder used to pay the Class
2-A-PO Deferred Amount as provided in Paragraph fourth above;
seventeenth, (I) to the Class 1-B-5 Certificates in an amount up to the
Group 1 Interest Accrual Amount for the Class 1-B-5 Certificates with respect to
such Distribution Date or (II) to the Class 2-B-5 Certificates in an amount up
to the Group 2 Interest Accrual Amount for the Class 2-B-5 Certificates with
respect to such Distribution Date;
eighteenth, (I) to the Class 1-B-5 Certificates in an amount up to the
Class 1-B-5 Unpaid Interest Shortfall or (II) to the Class 2-B-5 Certificates in
an amount up to the Class 2-B-5 Unpaid Interest Shortfall;
nineteenth, (I) to the Class 1-B-5 Certificates in an amount up to the
Class 1-B-5 Optimal Principal Amount; provided, however, that the amount
distributable to the Class 1-B-5 Certificates pursuant to this Paragraph
nineteenth will be reduced by the amount, if any, that would have been
distributable to the Class 1-B-5 Certificates hereunder used to pay the Class
1-A-PO Deferred Amount as provided in Paragraph fourth above or (II) to the
Class 2-B-5 Certificates in an amount up to the Class 2-B-5 Optimal Principal
Amount; provided, however, that the amount distributable to the Class 2-B-5
Certificates pursuant to this Paragraph nineteenth will be reduced by the
amount, if any, that would have been distributable to the Class 2-B-5
Certificates hereunder used to pay the Class 2-A-PO Deferred Amount as provided
in Paragraph fourth above;
twentieth, (I) to the Class 1-B-6 Certificates in an amount up to the Group
1 Interest Accrual Amount for the Class 1-B-6 Certificates with respect to such
Distribution Date or (II) to the Class 2-B-6 Certificates in an amount up to the
Group 2 Interest Accrual Amount for the Class 2-B-6 Certificates with respect to
such Distribution Date;
twenty-first, (I) to the Class 1-B-6 Certificates in an amount up to the
Class 1-B-6 Unpaid Interest Shortfall or (II) to the Class 2-B-6 Certificates in
an amount up to the Class 2-B-6 Unpaid Interest Shortfall;
twenty-second, (I) to the Class 1-B-6 Certificates in an amount up to the
Class 1-B-6 Optimal Principal Amount; provided, however, that the amount
distributable to the Class 1-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 1-B-6 Certificates hereunder used to pay the Class
1-A-PO Deferred Amount as provided in Paragraph fourth above or (II) to the
Class 2-B-6 Certificates in an amount up to the Class 2-B-6 Optimal Principal
Amount; provided, however, that the amount distributable to the Class 2-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 2-B-6
Certificates hereunder used to pay the Class 2-A-PO Deferred Amount as provided
in Paragraph fourth above; and
twenty-third, to the Holder of the Class 2-A-R Certificate, any amounts
remaining in the Upper-Tier Certificate Account, and to the Holder of the Class
2-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 2-A-R or Class 2-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 Group
1 Unpaid Interest Shortfalls or Group 2 Unpaid Interest Shortfalls).
In addition, Net Foreclosure Profits, if any, with respect to such
Distribution Date minus any portion thereof payable to a Servicer pursuant to
Section 3.02(ix) hereof shall be distributed to the Holder of the Class 2-A-LR
Certificate.
With respect to any Distribution Date, (A) the amount of the Group 1
Principal Adjustment, if any, attributable to any Class of Class 1-B
Certificates will be allocated to the Class 1-A-1 Certificates and any Class of
Class 1-B Certificates with a lower numerical designation pro rata based on
their Principal Balances and with respect to any Distribution Date, the amount
of the Group 2 Principal Adjustment, if any, attributable to any Class of Class
2-B Certificates will be allocated to the Classes of Class 2-A Certificates
(other than the Class 2-A-8 and Class 2-A-PO Certificates) and any Class of
Class 2-B Certificates with a lower numerical designation pro rata based on
their Principal Balances.
(ii)Distributions on the Uncertificated Lower-Tier Interests. On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of principal in an amount equal to the amount of
principal distributed to its respective Corresponding Upper-Tier Class or
Classes as provided herein. On each Distribution Date, each Uncertificated
Lower-Tier Interest (other than the Class 2-A-L1 Interest, Class 2-A-L3
Interest, Class 2-A-L5 Interest, Class 2-A-L6 Interest and Class 2-A-L7
Interest) shall receive distributions in respect of interest (or, in the case of
the Class 2-A-L11 Interest (with respect to the Class 2-A-11 Certificates) shall
have such amounts added to its principal balance) in an amount equal to the
Group 1 Interest Accrual Amounts, Group 1 Unpaid Interest Shortfalls, Group 2
Interest Accrual Amounts and Group 2 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 the Class 2-A-11
Certificates, added to their Principal Balance) thereon. The Class 2-A-L1
Interest shall receive distributions in respect of interest in an amount equal
to the sum of (i) the amount of interest distributed on the Class 2-A-1 and
Class 2-A-2 Certificates and (ii) an amount equal to the product of the Class
2-A-L1 Interest Fraction and the amount of interest distributed on the Class
2-A-8 Certificates. The Class 2-A-L3 Interest shall receive distributions in
respect of interest in an amount equal to the sum of (i) the amount of interest
distributed on the Class 2-A-3 and Class 2-A-4 Certificates and (ii) an amount
equal to the product of the Class 2-A-L3 Interest Fraction and the amount of
interest distributed on the Class 2-A-8 Certificates. The Class 2-A-L5 Interest
shall receive distributions in respect of interest in an amount equal to the sum
of (i) the amount of interest distributed on the Class 2-A-5 Certificates and
(ii) an amount equal to the product of the Class 2-A-L5 Interest Fraction and
the amount of interest distributed on the Class 2-A-8 Certificates. The Class
2-A-L6 Interest shall receive distributions in respect of interest in an amount
equal to the sum of (i) the amount of interest distributed on the Class 2-A-6
Certificates and (ii) an amount equal to the product of the Class 2-A-L6
Interest Fraction and the amount of interest distributed on the Class 2-A-8
Certificates The Class 2-A-L7 Interest shall receive distributions in respect of
interest in an amount equal to the sum of (i) the amount of interest distributed
on the Class 2-A-7 Certificates and (ii) an amount equal to the product of the
Class 2-A-L7 Interest Fraction and the amount of interest distributed on the
Class 2-A-8 Certificates. Such amounts distributed to the Uncertificated
Lower-Tier Interests in respect of principal and interest with respect to any
Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount."
As of any date, the principal balance of each Uncertificated Lower-Tier
Interest equals the Principal Balances of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest equals the Original Principal Balances of the
respective Corresponding Upper-Tier Class or Classes.
The pass-through rate with respect to the Class 1-A-L1 Interest, Class
1-B-L1 Interest, Class 1-B-L2 Interest, Class 1-B-L3 Interest, Class 1-B-L4
Interest, Class 1-B-L5 Interest and Class 1-B-L6 Interest shall be 6.500% per
annum. The pass-through rate with respect to the Class 2-A-L1 Interest, Class
2-A-L3 Interest, Class 2-A-L5 Interest, Class 2-A-L6 Interest, Class 2-A-L7
Interest, Class 2-A-L9 Interest, Class 2-A-Ll1 Interest, Class 2-B-L1 Interest,
Class 2-B-L2 Interest, Class 2-B-L3 Interest, Class 2-B-L4 Interest, Class
2-B-L5 Interest and Class 2-B-L6 Interest shall be 6.750% per annum. The Class
1-A-LPO Interest and Class 2-A-LPO Interest are principal-only interests and are
not entitled to distributions of interest. Any Group 1 Non-Supported Interest
Shortfalls will be allocated to the Group 1 Uncertificated Lower-Tier Interests
in the same relative proportions as interest is allocated to such Uncertificated
Lower-Tier Interests, and any Group 2 Non-Supported Interest Shortfalls will be
allocated to the Group 2 Uncertificated Lower-Tier Interests in the same
relative proportions as interest is allocated to such Uncertificated Lower-Tier
Interests.
(b) On each Distribution Date, the Class 1-A Non-PO Principal Distribution
Amount for the Class 1-A Certificates will be distributed in reduction of the
Principal Balance of the Class 1-A-1 Certificates until the Principal Balance
thereof has been reduced to zero.
The Class 2-A-8 Certificates are interest-only Certificates and are not
entitled to distributions in respect of principal.
On each Distribution Date prior to the Group II Cross-Over Date, the Class
2-A Non-PO Principal Distribution Amount for the Class 2-A Certificates will be
allocated among and distributed in reduction of the Principal Balances of the
Class 2-A Certificates (other than the Principal Balance of the Class 2-A-PO
Certificates) in accordance with the following priorities:
I. On each Distribution Date occurring prior to the Accretion Termination
Date for the Class 2-A-11 Certificates, the Accrual Distribution Amount for the
Class 2-A-11 Certificates will be allocated as follows:
first, concurrently, to the Class 2-A-9 and Class 2-A-10 Certificates, pro
rata, until the Principal Balance of each such Class has been reduced to zero;
and
second, to the Class 2-A-11 Certificates, until the Principal Balance
thereof has been reduced to zero;
II. The Class A Non-PO Principal Amount will be allocated as follows:
first, to the Class 2-A-12 Certificates up to the Class 2-A-12 Priority
Amount for such Distribution Date;
second, concurrently, to the Class 2-A-R and Class 2-A-LR Certificates, pro
rata, until the Principal Balance of each such Class has been reduced to zero;
third, for so long as the Class 2-A-1 Certificates remain outstanding,
concurrently, 78.6970111350% to the Class 2-A-1 Certificates and 21.3029888650%
to the Class 2-A-3 Certificates up to their respective PAC Principal Amounts for
such Distribution Date;
fourth, for so long as the Class 2-A-2 Certificates remain outstanding,
concurrently, 78.6956280207% to the Class 2-A-2 Certificates and 21.3043719793%
to the class 2-A-3 Certificates up to their respective PAC Principal Amounts for
such Distribution Date;
fifth, for so long as the Class 2-A-4 Certificates remain outstanding,
concurrently, 21.3008130081% to the Class 2-A-3 Certificates and 78.6991869919%
to the Class 2-A-4 Certificates up to their respective PAC Principal Amounts for
such Distribution Date;
sixth, for so long as the Class 2-A-5 Certificates remain outstanding,
concurrently, 21.3043190687% to the Class 2-A-3 Certificates and 78.6956809313%
to the Class 2-A-5 Certificates up to their respective PAC Principal Amounts for
such Distribution Date;
seventh, for so long as the Class 2-A-3 Certificates remain outstanding,
concurrently, 21.3277405824% to the Class 2-A-3 Certificates and 78.6722594176%
to the Class 2-A-6 Certificates up to their respective PAC Principal Amounts for
such Distribution Date;
eighth, for so long as the Class 2-A-6 Certificates remain outstanding,
concurrently, 78.6722594176% to the Class 2-A-6 Certificates and approximately
21.3277405824% to the Class 2-A-7 Certificates up to their respective PAC
Principal Amounts for such Distribution Date;
ninth, to the Class 2-A-7 Certificates up to their PAC Principal Amount for
such Distribution Date;
tenth, concurrently, to the class 2-A-9 and Class 2-A-10 Certificates, pro
rata, up to their respective Reduction Amounts for such Distribution Date;
eleventh, to the Class 2-A-11 Certificates, until the Principal Balance
thereof has been reduced to zero;
twelfth, concurrently, to the Class 2-A-9 and Class 2-A-10 Certificates,
pro rata, without regard to their respective Reduction Amounts, until the
Principal Balance of each such Class has been reduced to zero;
thirteenth, concurrently, 78.6970111350% to the Class 2-A-1 Certificates
and 21.3029888650% to the Class 2-A-3 Certificates, without regard to their
respective PAC Principal Amounts for such Distribution Date, until the Principal
Balance of the Class 2-A-1 Certificates has been reduced to zero;
fourteenth, concurrently, 78.6956280207% to the Class 2-A-2 Certificates
and 21.3043719793% to the Class 2-A-3 Certificates, without regard to their
respective PAC Principal Amounts for such Distribution Date, until the Principal
Balance of the Class 2-A-2 Certificates has been reduced to zero;
fifteenth, concurrently, 21.3008130081% to the Class 2-A-3 Certificates and
78.6991869919% to the Class 2-A-4 Certificates, without regard to their
respective PAC Principal Amounts for such Distribution Date, until the Principal
Balance of the Class 2-A-4 Certificates has been reduced to zero;
sixteenth, concurrently, 21.3043190687% to the Class 2-A-3 Certificates and
78.6956809313% to the Class 2-A-5 Certificates, without regard to their
respective PAC Principal Amounts for such Distribution Date, until the Principal
Balance of the Class 2-A-5 Certificates has been reduced to zero;
seventeenth, concurrently, 21.3277405824% to the Class 2-A-3 Certificates
and 78.6722594176% to the Class 2-A-6 Certificates, without regard to their
respective PAC Principal Amounts for such Distribution Date, until the Principal
Balance of the Class 2-A-3 Certificates has been reduced to zero;
eighteenth, concurrently, 78.6722594176 to the Class 2-A-6 Certificates and
21.3277405824% to the Class 2-A-7 Certificates, without regard to their
respective PAC Principal Amounts for such Distribution Date, until the Principal
Balance of the Class 2-A-6 Certificates has been reduced to zero;
nineteenth, to the Class 2-A-7 Certificates, without regard to their PAC
Principal Amount for such Distribution Date, until the Principal Balance thereof
has been reduced to zero; and
twentieth, to the Class 2-A-12 Certificates, without regard to the Class
2-A-12 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 2-A-9 and Class 2-A-10 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 related table set forth below with respect to
such Distribution Date.
The following tables set forth for each Distribution Date the planned
Principal Balances for the PAC Certificates and the scheduled Principal Balances
for the Scheduled Certificates, expressed as a percentage of the Original
Principal Balance of such Class.
<PAGE>
Planned Principal Balances
as Percentages of Initial Principal Balance
Class 2-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
July 1998..... 100.00000000% October 1998........ 70.42301527% February 1999..... 7.73873973%
August 1998... 99.61971354% November 1998....... 55.21523408% March 1999 and ...
September 1998 85.22722862% December 1998....... 39.61228907% thereafter........ 0.00000000%
January 1999........ 23.62282065%
Class 2-A-2 Certificates
<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
July 1998..... 100.00000000% December 1998..... 60.11705400% May 1999.......... 17.27464337%
August 1998... 95.42692306% January 1999...... 51.43469822% June 1999......... 8.87515551%
September 1998 86.51164062% February 1999..... 42.80964492% July 1999......... 0.53115996%
October 1998.. 77.65515227% March 1999........ 34.24152725% August 1999 and ..
November 1998. 68.85708146% April 1999........ 25.72998073% thereafter........ 0.00000000%
Class 2-A-3 Certificates
<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
July 1998..... 100.00000000% November 1999..... 66.47163180% March 2001.......... 33.55127833%
August 1998... 99.94470633% December 1999..... 64.30988387% April 2001.......... 31.60736320%
September 1998 97.85203900% January 2000...... 62.16241480% May 2001............ 29.67633500%
October 1998.. 95.69950640% February 2000..... 60.02913320% June 2001........... 27.75811153%
November 1998. 93.48829500% March 2000........ 57.91027973% July 2001........... 25.85261113%
December 1998. 91.21962680% April 2000........ 55.80545320% August 2001......... 23.95975260%
January 1999.. 88.89475813% May 2000.......... 53.71454140% September 2001...... 22.18855847%
February 1999. 86.58521273% June 2000......... 51.63745533% October 2001........ 20.42963113%
March 1999.... 84.29081667% July 2000......... 49.57410660% November 2001....... 18.68289127%
April 1999.... 82.01147613% August 2000....... 47.52440740% December 2001....... 16.94826013%
May 1999...... 79.74716727% September 2000.... 45.48827053% January 2002........ 15.22565947%
June 1999..... 77.49779380% October 2000...... 43.46560933% February 2002....... 13.51501153%
July 1999..... 75.26326013% November 2000..... 41.45633780% March 2002.......... 11.81483527%
August 1999... 73.04347120% December 2000..... 39.46037027% April 2002.......... 10.12604147%
September 1999 70.83833260% January 2001...... 37.47762187% May 2002............ 8.49756633%
October 1999.. 68.64775053% February 2001..... 35.50800827% June 2002........... 6.92751820%
July 2002........... 5.41406260%
August 2002......... 3.95542047%
September 2002...... 2.68416380%
October 2002........ 1.46141940%
November 2002....... 0.28561047%
December 2002 and 0.00000000%
thereafter..........
</TABLE>
<PAGE>
Class 2-A-4 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
July 1998 100.00000000% January 1999 51.16244044% July 1999 3.71680016%
August 1998 92.17009639% February 1999 43.12294250% August 1999 and
September 1998 83.85938359% March 1999 35.13665197% thereafter 0.00000000%
October 1998 75.60361171% April 1999 27.20322913%
November 1998 67.40242947% May 1999 19.32233606%
December 1998 59.25548796% June 1999 11.49363750%
Class 2-A-5 Certificates
<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
July 1998..... 100.00000000% November 1998.... 68.29297504% March 1999...... 34.16468995%
August 1998... 95.27139872% December 1998.... 59.41917616% April 1999...... 26.03022920%
September 1998 86.21870474% January 1999..... 50.60424979% May 1999........ 17.95215809%
October 1998.. 77.22602446% February 1999... 42.35590704% June 1999....... 9.93011220%
July 1999........ 1.96372970%
August 1999 and 0.00000000%
thereafter.......
Class 2-A-6 Certificates
<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
July 1998..... 100.00000000% January 1999..... 48.15858823% July 1999 ....... 8.83934287%
August 1998... 92.74679596% February 1999.... 40.94646652% August 1999...... 3.14974818%
September 1998 83.16589337% March 1999....... 34.00956557% September 1999
October 1998.. 73.92719194% April 1999....... 27.33893992% and thereafter... 0.00000000%
November 1998. 65.01995981% May 1999......... 20.92591992%
December 1998. 56.43378960% June 1999........ 14.76210233%
Class 2-A-7 Certificates
<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
July 1998 100.00000000% January 1999 70.23828358% July 1999 16.71862992%
August 1998 97.66804049% February 1999 58.75141093% August 1999 10.53047295%
September 1998 94.66893596% March 1999 47.72983346% September 1999 4.63596485%
October 1998 91.78712219% April 1999 37.15815863% October 1999
November 1998 89.01875856% May 1999 30.02077218% and thereafter 0.00000000%
December 1998 82.20633622% June 1999 23.21156146%
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class 2-A-9 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
August 1998.... 99.67183179% June 2003........ 45.18559175% April 2008....... 16.32356554%
September 1998. 99.26199827% July 2003........ 44.73988734% May 2008......... 15.88451504%
October 1998... 98.77065441% August 2003...... 44.36391319% June 2008........ 15.45072406%
November 1998.. 98.19798131% September 2003... 44.00058952% July 2008........ 15.02211390%
December 1998.. 97.54426366% October 2003..... 43.64968542% August 2008...... 14.59860690%
January 1999... 96.80988998% November 2003.... 43.31097337% September 2008... 14.18012644%
February 1999.. 95.99535274% December 2003.... 42.98422928% October 2008..... 13.76659691%
March 1999..... 95.10124819% January 2004..... 42.66923237% November 2008.... 13.35794369%
April 1999..... 94.12827593% February 2004.... 42.36576516% December 2008.... 12.95409314%
May 1999....... 93.07723841% March 2004....... 42.07359491% January 2009..... 12.55497266%
June 1999...... 91.94904000% April 2004....... 41.76622037% February 2009.... 12.16051054%
July 1999...... 90.74468606% May 2004......... 41.44441705% March 2009....... 11.77063607%
August 1999.... 89.46528156% June 2004........ 41.10893287% April 2009....... 11.38527944%
September 1999. 88.11202968% July 2004........ 40.76048906% May 2009......... 11.00437178%
October 1999... 86.68623007% August 2004...... 40.36369456% June 2009........ 10.62784513%
November 1999.. 85.18927692% September 2004... 39.95650157% July 2009........ 10.25563241%
December 1999.. 83.62265686% October 2004..... 39.53953408% August 2009...... 9.88766746%
January 2000... 81.98794658% November 2004.... 39.11339294% September 2009... 9.52388497%
February 2000.. 80.28681030% December 2004.... 38.67865664% October 2009..... 9.16422050%
March 2000.... 78.52099698% January 2005..... 38.23588202% November 2009.... 8.80861044%
April 2000..... 76.69233744% February 2005.... 37.78560501% December 2009.... 8.45699205%
May 2000....... 74.80274118% March 2005...... 37.32834125% January 2010..... 8.10930338%
June 2000...... 72.85419307% April 2005....... 36.86458679% February 2010.... 7.76548333%
July 2000...... 70.87872736% May 2005......... 36.39481872% March 2010....... 7.42547157%
August 2000.... 69.95305480% June 2005........ 35.91949577% April 2010....... 7.08920857%
September 2000. 69.00725755% July 2005........ 35.43905893% May 2010......... 6.75663564%
October 2000... 68.04294218% August 2005...... 34.89691832% June 2010........ 6.42769474%
November 2000.. 67.06175244% September 2005... 34.35335312% July 2010........ 6.10232870%
December 2000.. 66.06536556% October 2005..... 33.80867646% August 2010...... 5.78048105%
January 2001... 65.09162606% November 2005.... 33.26318766% September 2010... 5.46209609%
February 2001.. 64.14016062% December 2005.... 32.71717269% October 2010..... 5.14711879%
March 2001..... 63.21060139% January 2006..... 32.13008364% November 2010.... 4.83549489%
April 2001..... 62.30258587% February 2006.... 31.36043562% December 2010.... 4.52717082%
May 2001....... 61.41575684% March 2006....... 30.60202402% January 2011..... 4.22209371%
June 2001...... 60.54976229% April 2006....... 29.85467914% February 2011.... 3.92021140%
July 2001...... 59.70425534% May 2006......... 29.11823365% March 2011....... 3.62147237%
August 2001.... 58.87889419% June 2006........ 28.39252254% April 2011....... 3.32582580%
September 2001. 58.07334200% July 2006........ 27.67738314% May 2011......... 3.03322152%
October 2001... 57.28726687% August 2006...... 27.03442840% June 2011........ 2.74361001%
November 2001.. 56.52034176% September 2006... 26.40045253% July 2011........ 2.45694237%
December 2001.. 55.77224442% October 2006..... 25.77531804% August 2011...... 2.17317038%
January 2002... 55.04265726% November 2006.... 25.15888939% September 2011... 1.89224642%
February 2002.. 54.33126743% December 2006.... 24.55103293% October 2011..... 1.61412347%
March 2002..... 53.63776660% January 2007..... 23.95161689% November 2011.... 1.33875518%
April 2002..... 52.96185099% February 2007.... 23.36051139% December 2011.... 1.06609572%
May 2002....... 52.30322127% March 2007....... 22.77758835% January 2012..... 0.79609988%
June 2002...... 51.66158249% April 2007....... 22.20272150% February 2012.... 0.52872305%
July 2002...... 51.03664407% May 2007......... 21.63578634% March 2012....... 0.26392117%
August 2002.... 50.42811968% June 2007........ 21.07666017% April 2012....... 0.00165076%
September 2002. 49.83572720% July 2007........ 20.52522198% May 2012
October 2002... 49.25918865% August 2007...... 20.03511406% and thereafter... 0.00000000%
November 2002.. 48.69823020% September 2007... 19.55102355%
December 2002.. 48.15258199% October 2007..... 19.07286165%
January 2003... 47.62197814% November 2007.... 18.60054073%
February 2003.. 47.10615678% December 2007.... 18.13397438%
March 2003..... 46.60485984% January 2008..... 17.67307728%
April 2003..... 46.11783306% February 2008.... 17.21776529%
May 2003....... 45.64482596% March 2008....... 16.76795535%
</TABLE>
<PAGE>
Scheduled Principal Balances
as Percentages of Initial Principal Balance
Class 2-A-10 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
August 1998.... 99.67183180% June 2003..... 45.18559177% April 2008....... 16.32356565%
September 1998. 99.26199828% July 2003..... 44.73988737% May 2008......... 15.88451513%
October 1998... 98.77065442% August 2003... 44.36391324% June 2008........ 15.45072417%
November 1998.. 98.19798133% September 2003 44.00058958% July 2008........ 15.02211401%
December 1998.. 97.54426366% October 2003.. 43.64968548% August 2008...... 14.59860702%
January 1999 .. 96.80988997% November 2003. 43.31097343% September 2008... 14.18012656%
February 1999.. 95.99535276% December 2003. 42.98422931% October 2008..... 13.76659702%
March 1999..... 95.10124819% January 2004.. 42.66923240% November 2008.... 13.35794378%
April 1999..... 94.12827590% February 2004. 42.36576519% December 2008.... 12.95409325%
May 1999....... 93.07723835% March 2004.... 42.07359495% January 2009..... 12.55497277%
June 1999...... 91.94903998% April 2004.... 41.76622042% February 2009.... 12.16051063%
July 1999...... 90.74468604% May 2004...... 41.44441708% March 2009....... 11.77063617%
August 1999.... 89.46528154% June 2004..... 41.10893291% April 2009....... 11.38527954%
September 1999. 88.11202966% July 2004..... 40.76048911% May 2009......... 11.00437188%
October 1999... 86.68623005% August 2004... 40.36369461% June 2009........ 10.62784522%
November 1999.. 85.18927691% September 2004 39.95650162% July 2009........ 10.25563252%
December 1999.. 83.62265687% October 2004.. 39.53953414% August 2009...... 9.88766757%
January 2000... 81.98794662% November 2004. 39.11339301% September 2009... 9.52388507%
February 2000.. 80.28681030% December 2004. 38.67865670% October 2009..... 9.16422057%
March 2000..... 78.52099700% January 2005.. 38.23588207% November 2009.... 8.80861050%
April 2000..... 76.69233746% February 2005. 37.78560507% December 2009.... 8.45699210%
May 2000....... 74.80274120% March 2005.... 37.32834132% January 2010..... 8.10930341%
June 2000...... 72.85419308% April 2005.... 36.86458689% February 2010.... 7.76548334%
July 2000...... 70.87872735% May 2005...... 36.39481880% March 2010....... 7.42547156%
August 2000.... 69.95305478% June 2005..... 35.91949586% April 2010....... 7.08920856%
September 2000. 69.00725752% July 2005..... 35.43905901% May 2010......... 6.75663561%
October 2000... 68.04294212% August 2005... 34.89691841% June 2010........ 6.42769473%
November 2000.. 67.06175238% September 2005 34.35335320% July 2010........ 6.10232869%
December 2000.. 66.06536553% October 2005.. 33.80867651% August 2010...... 5.78048104%
January 2001... 65.09162602% November 2005. 33.26318769% September 2010... 5.46209608%
February 2001.. 64.14016058% December 2005. 32.71717271% October 2010..... 5.14711881%
March 2001..... 63.21060137% January 2006.. 32.13008369% November 2010.... 4.83549491%
April 2001..... 62.30258589% February 2006. 31.36043569% December 2010.... 4.52717084%
May 2001....... 61.41575686% March 2006.... 30.60202408% January 2011..... 4.22209375%
June 2001...... 60.54976231% April 2006.... 29.85467922% February 2011.... 3.92021143%
July 2001...... 59.70425536% May 2006...... 29.11823375% March 2011....... 3.62147239%
August 2001.... 58.87889418% June 2006..... 28.39252267% April 2011....... 3.32582581%
September 2001. 58.07334199% July 2006..... 27.67738325% May 2011......... 3.03322152%
October 2001... 57.28726686% August 2006... 27.03442851% June 2011........ 2.74360998%
November 2001.. 56.52034175% September 2006 26.40045264% July 2011 ....... 2.45694236%
December 2001.. 55.77224440% October 2006.. 25.77531819% August 2011...... 2.17317035%
January 2002... 55.04265726% November 2006. 25.15888954% September 2011... 1.89224641%
February 2002.. 54.33126742% December 2006. 24.55103306% October 2011..... 1.61412347%
March 2002..... 53.63776661% January 2007.. 23.95161701% November 2011.... 1.33875517%
April 2002..... 52.96185101% February 2007. 23.36051150% December 2011.... 1.06609569%
May 2002....... 52.30322128% March 2007.... 22.77758844% January 2012..... 0.79609985%
June 2002...... 51.66158250% April 2007.... 22.20272158% February 2012.... 0.52872305%
July 2002...... 51.03664409% May 2007...... 21.63578642% March 2012....... 0.26392118%
August 2002.... 50.42811968% June 2007..... 21.07666021% April 2012....... 0.00165075%
September 2002. 49.83572719% July 2007..... 20.52522202% May 2012.........
October 2002... 49.25918863% August 2007... 20.03511409% and thereafter 0.00000000%
November 2002.. 48.69823018% September 2007 19.55102356%
December 2002.. 48.15258196% October 2007.. 19.07286168%
January 2003... 47.62197813% November 2007. 18.60054080%
February 2003.. 47.10615677% December 2007. 18.13397444%
March 2003..... 46.60485984% January 2008.. 17.67307734%
April 2003..... 46.11783307% February 2008. 17.21776536%
May 2003....... 45.64482596% March 2008.... 16.76795543%
</TABLE>
<PAGE>
(c) Notwithstanding the foregoing, on each Distribution Date occurring on
or subsequent to the Group 2 Cross-Over Date, the Class 2-A Non-PO Principal
Distribution Amount shall be distributed among the Classes of Class 2-A
Certificates (other than the Class 2-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 of any Group are eligible to receive distributions of principal
with respect to any Distribution Date, the following tests shall apply:
(A) (i) if the Current Class 1-B-1 Fractional Interest is less than
the Original Class 1-B-1 Fractional Interest and the Class 1-B-1 Principal
Balance is greater than zero, the Class 1-B-2, Class 1-B-3, Class 1-B-4,
Class 1-B-5 and Class 1-B-6 Certificates shall not be eligible to receive
distributions of principal; or
(ii) if the Current Class 2-B-1 Fractional Interest is less than
the Original Class 2-B-1 Fractional Interest and the Class 2-B-1 Principal
Balance is greater than zero, the Class 2-B-2, Class 2-B-3, Class 2-B-4,
Class 2-B-5 and Class 2-B-6 Certificates shall not be eligible to receive
distributions of principal; or
(B) (i) if the Current Class 1-B-2 Fractional Interest is less than
the Original Class 1-B-2 Fractional Interest and the Class 1-B-2 Principal
Balance is greater than zero, the Class 1-B-3, Class 1-B-4, Class 1-B-5 and
Class 1-B-6 Certificates shall not be eligible to receive distributions of
principal; or
(ii) if the Current Class 2-B-2 Fractional Interest is less than
the Original Class 2-B-2 Fractional Interest and the Class 2-B-2 Principal
Balance is greater than zero, the Class 2-B-3, Class 2-B-4, Class 2-B-5 and
Class 2-B-6 Certificates shall not be eligible to receive distributions of
principal; or
(C) (i) if the Current Class 1-B-3 Fractional Interest is less than
the Original Class 1-B-3 Fractional Interest and the Class 1-B-3 Principal
Balance is greater than zero, the Class 1-B-4, Class 1-B-5 and Class 1-B-6
Certificates shall not be eligible to receive distributions of principal;
or
(ii) if the Current Class 2-B-3 Fractional Interest is less than
the Original Class 2-B-3 Fractional Interest and the Class 2-B-3 Principal
Balance is greater than zero, the Class 2-B-4, Class 2-B-5 and Class 2-B-6
Certificates shall not be eligible to receive distributions of principal;
or
(D) (i) if the Current Class 1-B-4 Fractional Interest is less than
the Original Class 1-B-4 Fractional Interest and the Class 1-B-4 Principal
Balance is greater than zero, the Class 1-B-5 and Class 1-B-6 Certificates
shall not be eligible to receive distributions of principal; or
(ii) if the Current Class 2-B-4 Fractional Interest is less than
the Original Class 2-B-4 Fractional Interest and the Class 2-B-4 Principal
Balance is greater than zero, the Class 2-B-5 and Class 2-B-6 Certificates
shall not be eligible to receive distributions of principal; or
(E) (i) if the Current Class 1-B-5 Fractional Interest is less than
the Original Class 1-B-5 Fractional Interest and the Class 1-B-6 Principal
Balance is greater than zero, the Class 1-B-6 Certificates shall not be
eligible to receive distributions of principal; or
(ii) if the Current Class 2-B-5 Fractional Interest is less than
the Original Class 2-B-5 Fractional Interest and the Class 2-B-5 Principal
Balance is greater than zero, the Class 2-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 of a
Group entitled to receive distributions of principal would reduce the Principal
Balances of the Classes of Class B Certificates of such Group entitled to
receive distributions of principal below zero, first the Class 1-B Prepayment
Percentage or Class 2-B Prepayment Percentage, as the case may be, of any
affected Class of Class B Certificates in the related Group for such
Distribution Date beginning with the affected Class with the lowest numerical
Class designation and then, if necessary, the Class 1-B Percentage or Class 2-B
Percentage as the case may be, of such Class of the Class B Certificates in the
related Group for such Distribution Date shall be reduced to the respective
percentages necessary to bring the Principal Balance of such Class of Class B
Certificates in the related Group to zero. The Class 1-B Prepayment Percentages
or Class 2-B Prepayment Percentages, as the case may be, and the Class 1-B
Percentages or Class 2-B Percentages, as the case may be, of the remaining
Classes of Class B Certificates in the related Group will be recomputed
substituting for the Group 1 Subordinated Prepayment Percentage or Group 2
Subordinated Prepayment Percentage as the case may be, and Group 1 Subordinated
Percentage or Group 2 Subordinated Percentage, as the case may be, in such
computations the difference between (A) the Group 1 Subordinated Prepayment
Percentage or Group 2 Subordinated Prepayment Percentage, as the case may be, or
Group 1 Subordinated Prepayment Percentage, or Group 2 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 in such Group to zero; provided, however, that
if the Principal Balances of all the Classes of Class B Certificates in the
related Group eligible to receive distributions of principal shall be reduced to
zero on such Distribution Date, the Class 1-B Prepayment Percentage or Class 2-B
Prepayment Percentage, as the case may be, and the Class 1-B Percentage or Class
2-B Percentage, as the case may be, of the Class of Class B Certificates in the
related Group 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 Group 1 Subordinated Prepayment
Percentage or Group 2 Subordinated Prepayment Percentage, as applicable, for
such Distribution Date minus the sum of the Class 1-B Prepayment Percentages or
Class 2-B Prepayment Percentages, as the case may be, of the Classes of Class B
Certificates in the related Group having lower numerical Class designations, if
any, and the remainder of the Group 1 Subordinated Percentage or Group 2
Subordinated Percentage, as the case may be, for such Distribution Date minus
the sum of the Class 1-B Percentages or Class 2-B Percentages, as applicable, of
the Classes of Class B Certificates in the related Group having lower numerical
Class designations, if any, respectively. Any entitlement of any Class of Class
B Certificates in the related Group 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 1-B Percentage or Class 2-B Percentage, as applicable, or Class 1-B
Prepayment Percentage or Class 1-B Prepayment Percentage, as applicable.
(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 2-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 2-A Distribution Amount with respect to the Class 2-A-LR Certificate and
all other amounts distributable to the Class 2-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 2-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 2-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 1-A Distribution
Amount or Class 2-A Distribution Amount with respect to each Class of Class 1-A
Certificates or Class 2-A Certificates, respectively, and the Class 1-B
Distribution Amount or Class 2-B Distribution Amount with respect to each such
Class of Class 1-B Certificates or Class 2-B Certificates, respectively.
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 2-A-8, Class 2-A-R or Class 2-A-LR Certificates) or the Principal Balance
of any Class of Class B Certificates would be reduced to zero, or in the case of
the Class 2-A-8 Certificates, the Class 2-A-8 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) (i) With respect to any Distribution Date, the principal portion of
Realized Losses on the Pool I Mortgage Loans (other than Debt Service Reductions
with respect to Pool I Mortgage Loans, Pool I Excess Special Hazard Losses, Pool
I Excess Fraud Losses and Pool I Excess Bankruptcy Losses) will be allocated as
follows:
first, to the Class 1-B-6 Certificates until the Class 1-B-6 Principal
Balance has been reduced to zero;
second, to the Class 1-B-5 Certificates until the Class 1-B-5 Principal
Balance has been reduced to zero;
third, to the Class 1-B-4 Certificates until the Class 1-B-4 Principal
Balance has been reduced to zero;
fourth, to the Class 1-B-3 Certificates until the Class 1-B-3 Principal
Balance has been reduced to zero;
fifth, to the Class 1-B-2 Certificates until the Class 1-B-2 Principal
Balance has been reduced to zero;
sixth, to the Class 1-B-1 Certificates until the Class 1-B-1 Principal
Balance has been reduced to zero; and
seventh, concurrently, to the Class 1-A-1 Certificates and Class 1-A-PO
Certificates, pro rata, based on the Pool I Non-PO Fraction and the Pool I PO
Fraction, respectively.
(ii) With respect to any Distribution Date, the principal portion of
Realized Losses on the Pool II Mortgage Loans (other than Debt Service
Reductions with respect to Pool II Mortgage Loans, Pool II Excess Special Hazard
Losses, Pool II Excess Fraud Losses and Pool II Excess Bankruptcy Losses) will
be allocated as follows:
first, to the Class 2-B-6 Certificates until the Class 2-B-6 Principal
Balance has been reduced to zero;
second, to the Class 2-B-5 Certificates until the Class 2-B-5 Principal
Balance has been reduced to zero;
third, to the Class 2-B-4 Certificates until the Class 2-B-4 Principal
Balance has been reduced to zero;
fourth, to the Class 2-B-3 Certificates until the Class 2-B-3 Principal
Balance has been reduced to zero;
fifth, to the Class 2-B-2 Certificates until the Class 2-B-2 Principal
Balance has been reduced to zero;
sixth, to the Class 2-B-1 Certificates until the Class 2-B-1 Principal
Balance has been reduced to zero; and
seventh, concurrently, to the Class 2-A Certificates (other than the Class
2-A-PO Certificates) and Class 2-A-PO Certificates, pro rata, based on the Pool
II Non-PO Fraction and the Pool II PO Fraction, respectively.
This allocation of Realized Losses will be effected through the reduction
of the applicable Class's Principal Balance.
(b) (i) With respect to any Distribution Date, the principal portion of
Pool I Excess Special Hazard Losses, Pool I Excess Fraud Losses and Pool I
Excess Bankruptcy Losses, occurring with respect to any Pool I Mortgage Loan
allocable to the Class 1-A-PO Certificates will equal the product of the amount
of any such principal loss and the Pool I PO Fraction for such Pool I Mortgage
Loan. The principal portion of any Pool I Excess Special Hazard Losses, Pool I
Excess Fraud Losses and Pool I Excess Bankruptcy Losses remaining after
allocation to the Class 1-A-PO Certificates in accordance with the preceding
sentence shall be allocated pro rata between the Class 1-A-1 Certificates and
Class 1-B Certificates based on the Class 1-A Non-PO Principal Balance, and the
Class 1-B Principal Balance. Any such loss allocated to the Class 1-B
Certificates shall be allocated pro rata among the outstanding Classes of Class
1-B Certificates based on their Class 1-B Principal Balances.
(ii) With respect to any Distribution Date, the principal portion of
Pool II Excess Special Hazard Losses, Pool II Excess Fraud Losses and Pool II
Excess Bankruptcy Losses, occurring with respect to any Pool II Mortgage Loan
allocable to the Class 2-A-PO Certificates will equal the product of the amount
of any such principal loss and the Pool II PO Fraction for such Pool II Mortgage
Loan. The principal portion of any Pool II Excess Special Hazard Losses, Pool II
Excess Fraud Losses and Pool II Excess Bankruptcy Losses remaining after
allocation to the Class 2-A-PO Certificates in accordance with the preceding
sentence shall be allocated pro rata among the Class 2-A Certificates (other
than the Class 2-A-PO Certificates), and Class 2-B Certificates based on the
Class 2-A Non-PO Principal Balance, and the Class 2-B Principal Balance. Any
such loss allocated to the Class 2-A Certificates shall be allocated on the
subsequent Determination Date among the outstanding Classes of Class 2-A
Certificates (other than the Class 2-A-PO Certificates) in accordance with the
Class 2-A Loss Percentages as of such Determination Date. Any such loss
allocated to the Class 2-B Certificates shall be allocated pro rata among the
outstanding Classes of Class 2-B Certificates based on their Class 2-B Principal
Balances.
(c) Any Realized Losses allocated to a Class of Class A Certificates or
Class B Certificates within a Group of Certificates pursuant to Section 4.02(a)
or Section 4.02(b) shall be allocated among the Certificates of such 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 1-A-PO
Certificates or Class 2-A-PO Certificates, based on the Pool I PO Fraction or
Pool II PO Fraction of such Mortgage Loan and, with respect to the Class A
Certificates (other than the Class 1-A-PO and Class 2-A-PO Certificates), and
Class B Certificates, based on their pro rata share of the Pool I Non-PO
Fraction or Pool II Non-PO Fraction, as applicable, of such Mortgage Loan) of
such Recovery up to the amount of such Realized Loss previously allocated to
such Class 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 applicable Certificate Account on or
prior to the Business Day preceding the Distribution Date following the
Applicable Unscheduled Principal Receipt Period in which the Mortgage Loan
became a Liquidated Loan such Recovery may, at the sole discretion of the Master
Servicer, be treated as a repurchase or an Unscheduled Principal Receipt with
respect to such Mortgage Loan, as the case may be, the Realized Loss previously
recognized may be reversed and treated for all subsequent purposes as if it had
never occurred and the Master Servicer may make such adjustments to interest or
principal distributions on the Certificates and to the principal balances of the
Certificates as the Master Servicer in its good faith judgment and sole
discretion deems necessary or desirable to effectuate the reversal of the
Realized Loss and the treatment of such amount as a repurchase or as an
Unscheduled Principal Receipt, as the case may be; provided that such actions do
not result in the aggregate distributions made in respect of each Class 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 appropriate Certificate Account on or prior
to the Business Day preceding the Distribution Date following the Applicable
Unscheduled Principal Receipt Period in which the Mortgage Loan became a
Liquidated Loan.
(e) (i) The interest portion of Pool I Excess Special Hazard Losses, Pool I
Excess Fraud Losses and Pool I Excess Bankruptcy Losses shall be allocated
between the Class 1-A-1 Certificates and Class 1-B Certificates, pro rata based
on the Class 1-A Interest Accrual Amount and the Class 1-B Interest Accrual
Amount for the related Distribution Date, without regard to any reduction
pursuant to this sentence. Any such loss allocated to the Class 1-B Certificates
will be allocated among the outstanding Classes of Class 1-B Certificates based
on their Class 1-B Interest Percentages. In addition, after the Class 1-B
Principal Balance have been reduced to zero, the interest portion of Realized
Losses (other than Pool I Excess Special Hazard Losses, Pool I Excess Fraud
Losses and Pool I Excess Bankruptcy Losses) will be allocated to the Class 1-A-1
Certificates.
(ii) The interest portion of Pool II Excess Special Hazard Losses, Pool II
Excess Fraud Losses and Pool II Excess Bankruptcy Losses shall be allocated
among the Class 2-A Certificates and Class 2-B Certificates, pro rata based on
the Class 2-A Interest Accrual Amount and the Class 2-B Interest Accrual Amount
for the related Distribution Date, without regard to any reduction pursuant to
this sentence. Any such loss allocated to the Class 2-A Certificates shall be
allocated among the outstanding Classes of Class 2-A Certificates based on their
Class 2-A Interest Percentages. Any such loss allocated to the Class 2-B
Certificates will be allocated among the outstanding Classes of Class 2-B
Certificates based on their Class 2-B Interest Percentages. In addition, after
the Class 2-B Principal Balance have been reduced to zero, the interest portion
of Realized Losses (other than Pool II Excess Special Hazard Losses, Pool II
Excess Fraud Losses and Pool II Excess Bankruptcy Losses) will be allocated
among the outstanding Classes of Class 2-A Certificates based on their Class 2-A
Interest Percentages.
(f) Realized Losses allocated in accordance with this Section 4.02 will be
allocated on the Determination Date in the second month following the month in
which such loss was incurred with respect to the preceding Distribution Date.
(g) With respect to any Distribution Date, the principal portion of
Realized Losses and recoveries attributable to previously allocated Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in an amount equal to the amount allocated to
its respective Corresponding Upper-Tier Class or Classes as provided above.
With respect to any Distribution Date, the interest portion of Realized
Losses allocated pursuant to this Section 4.02 will be allocated to each
Uncertificated Lower-Tier Interest in the same relative proportions as interest
is allocated to such Uncertificated Lower-Tier Interest.
Section 4.03. Paying Agent.
(a) The Master Servicer hereby appoints the 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 applicable Certificate
Account or, to the extent required hereunder, from its own funds (i) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, any Periodic
Advance for such Distribution Date, pursuant to Section 3.03 and (ii) at or
before 10:00 a.m., New York time, on the Business Day preceding each
Distribution Date, by wire transfer of immediately available funds, (a) an
amount equal to the sum of the Pool I Distribution Amount and Pool II
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 and
the Seller.
Concurrently with each distribution pursuant to Section 4.01(f), the Master
Servicer, or the Paying Agent appointed by the Master Servicer (upon receipt of
such statement from the Master Servicer), shall forward or cause to be forwarded
by mail to each Holder of a Certificate of a Group and the Seller a statement
setting forth:
(i) the amount of such distribution to Holders of each Class of Class
A Certificates of such Group allocable to principal, separately identifying
the aggregate amount of any Unscheduled Principal Receipts included
therein;
(ii) (a) the amount of such distribution to Holders of each Class of
Class A Certificates of such Group allocable to interest, (b) the amount of
the Current Class 1-A Interest Distribution Amount allocated to each Class
of Class 1-A Certificates, and the Current Class 2-A Interest Distribution
Amount allocated to each Class 2-A Certificates, as applicable, 9c) any
Class 1-A Interest Shortfall Amounts rising with respect to such
Distribution Date and any remaining Class 1-A Certificates Unpaid Interest
Shortfall with respect to each Class after giving effect to such
distribution and any Class 2-A Subclass Interest Shortfall Amounts rising
with respect to such Distribution Date and any remaining Class 2-A Unpaid
Interest Shortfall with respect to each Class after giving effect to such
distribution, as applicable, (d) the amount of any Group 1 Non-Supported
Interested Shortfall allocated to each Class 1-A Certificates for such
Distribution Date and the amount of any Group 2 Non-Supported Interest
Shortfall allocated to each Class 2-A Certificates for such Distribution
Date, as applicable and (e) the interest portion of Pool I Excess Special
Hazard Losses, Pool 1 Excess Fraud Losses and Pool I Excess Bankruptcy
Losses allocated to each Class 1-A Certificates and Pool 2 Excess Special
Hazard Losses, Pool 2 Excess Fraud Losses and Pool 2 Excess Bankruptcy
Losses allocated to each Class 2-A Certificates for such Distribution Date;
(iii) the amount of such distribution to Holders of each Class of
Class B Certificates of such Group 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 of such Group allocable to interest, (b) the amount of
the Current Class 1-B Interest Distribution Amount allocated to each Class
of Class 1-B Certificates and the amount of the Current Class 2-B Interest
Distribution Amount allocate to each Class of Class 2-B Certificates, (c)
any Class 1- B Interest Shortfall Amounts arising with respect to such
Distribution Date and any remaining Class 1-B Unpaid Interest Shortfall
with respect to each Class B of Class 1-B Certificates after giving effect
to such distribution and any Class 2-B Interest Shortfall Amount arising
with respect to such Distribution Date and any remaining Class 2-B Unpaid
Interest Shortfall with respect to each Class B of Class 2-B Certificates
after giving effect to such distribution, as applicable, (d) the amount of
any Group 1 Non-Supported Interest Shortfall allocated to the Class 2-B
Certificates for such Distribution Date, and the amount of any Group 2
Non-Supported Interest Shortfall allocated to the Class 2-B Certificates
for such Distribution Date and (e) the interest portion of Pool I Excess
Special Hazard Losses, Pool I Excess Fraud Losses and Pool I Excess
Bankruptcy Losses allocated to the Class 1-B Certificates and Pool 2 Excess
Special Hazard Losses, Pool 2 Excess Fraud Losses and Pool 2 Excess
Bankruptcy Losses allocated to the Class 2-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 with respect to the Pool I Mortgage Loans or Pool II Mortgage
Loans, as applicable;
(vi) the number of Pool I Mortgage Loans or Pool II Mortgage Loans, as
applicable, outstanding as of the preceding Determination Date;
(vii) with respect to the Group 1 Certificates, the Class 1-A
Principal Balance, the Principal Balance of each Class of Class 1-A
Certificates and the Class 1-B Principal Balance and the Principal Balance
of each Class of Class 1-B Certificates and with respect to the Group 2
Certificates, the Class 2-A Principal Balance, the Principal Balance of
each Class of Class 2-A Certificates, the Class 2-B Principal Balance and
the Principal Balance of each Class of Class 2-B Certificates, in each case
as of the following Determination Date after giving effect to the
distributions of principal made, and the principal portion of Realized
Losses, if any, allocated with respect to such Distribution Date;
(viii) the Pool I Adjusted Pool Amount, the Pool I Adjusted Pool
Amount (PO Portion), the Pool I Scheduled Principal Balance of the Pool I
Mortgage Loans for such Distribution Date and the aggregate Scheduled
Principal Balance of the Pool II Discount Mortgage Loans for such
Distribution Date or the Pool II Adjusted Pool Amount the Pool II Adjusted
Pool Amount (PO Portion), the Pool II Scheduled Principal Balance of the
Pool II Mortgage Loans for such Distribution Date and the aggregate
Scheduled Principal Balance of the Pool II Discount Mortgage Loans for such
Distribution Date;
(ix) the aggregate Scheduled Principal Balances of the Pool I Mortgage
Loans or Pool II Mortgage Loans serviced by Norwest Mortgage and,
collectively, by the Other Servicers as of such Distribution Date;
(x) the Class 1-A Percentage for the following Distribution Date
(without giving effect to Unscheduled Principal Receipts received after the
Applicable Unscheduled Principal Receipt Period for the current
Distribution Date which are applied by a Servicer during such Applicable
Unscheduled Principal Receipt Period), and the Class 2-A Percentage for the
following Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt Period
for the current Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
(xi) the Class 1-A Prepayment Percentage for the following
Distribution Date (without giving effect to Unscheduled Principal Receipts
received after the Applicable Unscheduled Principal Receipt Period for the
current Distribution Date which are applied by a Servicer during such
Applicable Unscheduled Principal Receipt Period) and the Class 2-A
Prepayment Percentage for the following Distribution Date (without giving
effect to Unscheduled Principal Receipts received after the Applicable
Unscheduled Principal Receipt Period for the current Distribution Date
which are applied by a Servicer during such Applicable Unscheduled
Principal Receipt Period) ;
(xii) the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class
1-B-5 and Class 1-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) and the Class 2-B-1, Class 2-B-2,
Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-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) and the Class 2-B-1, Class 2-B-2,
Class 2-B-3, Class 2-B-4 and Class 2-B-5 Prepayment Percentages for the
following Distribution Date (without giving effect to Unscheduled Principal
Receipts received after the Applicable Unscheduled Principal Receipt Period
for the current Distribution Date which are applied by a Servicer during
such Applicable Unscheduled Principal Receipt Period);
(xiv) the number and aggregate principal balances of Pool I Mortgage
Loans or Pool II Mortgage Loans delinquent (a) one month, (b) two months
and (c) three months or more;
(xv) the number and aggregate principal balances of the Pool I
Mortgage Loans or Pool II 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 with respect to Pool I Mortgage
Loans or Pool II Mortgage Loans;
(xvii) the amount of the remaining Pool I Special Hazard Loss Amount,
Pool I Fraud Loss Amount and Pool I Bankruptcy Loss Amount as of the close
of business on such Distribution Date and the amount of the remaining Pool
II Special Hazard Loss Amount, Pool II Fraud Loss Amount and Pool II
Bankruptcy Loss Amount as of the close of business on such Distribution
Date;
(xviii) the principal and interest portions of Realized Losses on Pool
I Mortgage Loans allocated as of such Distribution Date and the amount of
such Realized Losses constituting Pool I Excess Special Hazard Losses, Pool
I Excess Fraud Losses or Pool I Excess Bankruptcy Losses and the principal
and interest portions of Realized Losses on Pool II Mortgage Loans
allocated as of such Distribution Date and the amount of such Realized
Losses constituting Pool II Excess Special Hazard Losses, Pool II Excess
Fraud Losses or Pool II Excess Bankruptcy Losses;;
(xix) the aggregate amount of Bankruptcy Losses allocated to each
Class of Class 1-B or Class 2-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
1-B or Class 2-B Certificates has been reduced as a result of Realized
Losses, in the related Pool, allocated as of such Distribution Date;
(xxi) the unpaid principal balance of any Pool I Mortgage Loan or Pool
II 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 Pool I Mortgage Loan the amount by which the
aggregate Pool I Available Master Servicer Compensation has been reduced by
the Prepayment Interest Shortfall for the related Distribution Date and the
amount of the aggregate Servicing Fees and Master Servicing Fees paid (and
not previously reported) with respect to the related Distribution Date and
Pool II Mortgage Loans and the amount by which the aggregate Pool II
Available Master Servicer Compensation has been reduced by the Prepayment
Interest Shortfall for the related Distribution Date;
(xxiii) in the case of the Class 2-A-8 Certificates, the Class 2-A-8
Notional Amount, if any;
(xxiv) in the case of Class 2-A-9 and Class 2-A-10 Certificates, the
Class 2-A-9 Pass-Through Rate and the Class 2-A-10 Pass-Through Rate;
(xxv) the Class 1-A-PO Deferred Amount or Class 2-A-PO Deferred
Amount, if any; and
(xxvi) such other customary information as the Master Servicer deems
necessary or desirable to enable Certificateholders to prepare their tax
returns; and shall deliver a copy of each type of statement to the 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 2-A-R and Class 2-A-LR Certificates) with a $1,000 Denomination,
and as a dollar amount per Class 2-A-R and Class 2-A-LR Certificate with a $50
Denomination.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Certificate of a Group a
statement containing the information set forth in clauses (i) and (ii)(a) above
with respect to such Group in the case of a Class A Certificateholder 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 1-A Distribution Amount with respect to each Class of
Class 1-A Certificates and the Class 1-B Distribution Amount with respect to
each Class of Class 1-B Certificates and the Class 2-A Distribution Amount with
respect to each Class of Class 2-A Certificates and the Class 2-B Distribution
Amount with respect to each Class of Class 2-B Certificates. The determination
by the Master Servicer of such amounts shall, in the absence of obvious error,
be presumptively deemed to be correct for all purposes hereunder and the 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 1-A-PO, Class 1-B-4, Class 1-B-5 or Class 1-B-6,
Class 2-A-PO, Class 2-B-4, Class 2-B-5 or Class 2-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. Calculation of Amounts; Binding Effect of Interpretations and
Actions of Master Servicer.
The Master Servicer will compute the amount of all distributions to be made
on the Certificates and all losses to be allocated to the Certificates. In the
event that the Master Servicer concludes that any ambiguity or uncertainty
exists in any provisions of this Agreement relating to distributions to be made
on the Certificates or the allocation of losses to the Certificates, the
interpretation of such provisions and any actions taken by the Master Servicer
in good faith to implement such interpretation shall be binding upon
Certificateholders.
Section 4.07. Determination of LIBOR.
On each Rate Determination Date, the Trustee shall determine LIBOR for the
Distribution Date occurring in the second succeeding month on the basis of the
British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month
deposits in U.S. dollars as found on Telerate page 3750 as of 11:00 A.M. London
time on such Rate Determination Date. As used herein, "Telerate page 3750" means
the display designated as page 3750 on the Dow Jones Telerate Service.
If on any Rate Determination Date the Trustee is unable to determine LIBOR
on the basis of the method set forth in the preceding paragraph LIBOR for the
Distribution Date in the second succeeding month will be whichever is higher of
(x) LIBOR as determined on the previous Rate Determination Date or (y) the
Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per annum
which the Trustee determines to be either (A) the arithmetic mean (rounding such
arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of
the one-month Eurodollar lending rates that New York City banks selected by the
Trustee are quoting, on the relevant Rate Determination Date, to the principal
London offices of at least two leading banks in the London interbank market or
(B) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month Eurodollar lending rate that the New York City banks selected
by the Trustee are quoting on such Rate Determination Date to leading European
banks.
If on any Rate Determination Date the Trustee is required but is unable to
determine the Reserve Interest Rate in the manner provided in the preceding
paragraph, LIBOR for the Distribution Date in the second succeeding month will
be LIBOR as determined on the previous Rate Determination Date, or, in the case
of the first Rate Determination Date, 5.656%.
The establishment of LIBOR by the Trustee and the Trustee's subsequent
calculation of the rates of interest applicable to the Class A-6, Class A-7,
Class A-9 and Class A-10 Certificates, in the absence of manifest error, will be
final and binding. After a Rate Determination Date, the Trustee shall provide
the Pass-Through Rates of the Class A-6, Class A-7, Class A-9 and Class A-10
Certificates for the related Distribution Date to Beneficial Owners or Holders
of Class A-6, Class A-7, Class A-9 and Class A-10 Certificates who place a
telephone call to the Trustee at (704) 590-6161 and make a request therefor.
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A and Class B Certificates shall be issued only in minimum
Denominations of a Single Certificate and, except for the Class 1-A-PO, Class
2-A-PO, Class 2-A-R and Class 2-A-LR Certificates, integral multiples of $1,000
in excess thereof (except, if necessary, for one Certificate of each Class
(other than the Class 1-A-PO, Class 2-A-PO, Class 2-A-R and Class 2-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 1-A-1, 1-A-PO, 1-B-1, 1-B-2,
1-B-3, 1-B-4, 1-B-5, 1-B-6, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-7,
2-A-8, 2-A-9, 2-A-10, 2-A-11, 2-A-12, 2-A-PO, 2-A-R, 2-A-LR, 2-B-1, 2-B-2,
2-B-3, 2-B-4, 2-B-5, 2-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 1-A-PO, Class 1-B-4, 1-Class B-5, Class 1-B-6,
Class 2-A-PO, Class 2-B-4, Class 2-B-5 or Class 2-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 1-A-PO, Class 1-B-4, Class 1-B-5,
Class 1-B-6, Class 2-A-PO, Class 2-B-4, Class 2-B-5 or Class 2-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-1 or J-2
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 1-A-PO, Class 1-B-4, Class
1-B-5, Class 1-B-6, Class 2-A-PO, Class 2-B-4, Class 2-B-5 or Class 2-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 1-A-PO, Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-A-PO,
Class 2-B-4, Class 2-B-5 or Class 2-B-6 Certificates under said Act or any other
securities law.
(c) No transfer of a Class 1-A-PO, Class 2-A-PO or Class B Certificate
shall be made (other than the transfer of the Class 1-A-PO and Class 2-A-PO
Certificates to an affiliate of the Seller on the Closing Date) unless the
Trustee shall have received (i) a representation letter from the transferee in
the form of Exhibit J-1 hereto, in the case of a Class 1-A-PO, Class 1-B-4,
Class 1-B-5 or Class 1-B-6 Certificate and Exhibit K-1 hereto, in the case of a
Class 1-B-1, Class 1-B-2 or Class 1-B-3 Certificate, or in the form of Exhibit
J-2 hereto, in the case of a Class 2-A-PO, Class 2-B-4, Class 2-B-5 or Class
2-B-6 Certificate and Exhibit K-2 hereto, in the case of a Class 2-B-1, Class
2-B-2 or Class 2-B-3 Certificates, 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 1-A-PO, Class 2-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 1-A-PO, Class 2-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 1-A-PO, Class 2-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
2-A-R or Class 2-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 2-A-R or Class
2-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 2-A-R or
Class 2-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 2-A-R or Class 2-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 2-A-R or Class 2-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 2-A-R or Class 2-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 2-A-R or
Class 2-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 2-A-R or Class 2-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 2-A-R or Class 2-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 2-A-R and Class 2-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 2-A-R or Class 2-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 2-A-R or
Class 2-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 2-A-R or Class 2-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 2-A-R or Class 2-A-LR Certificate, and (ii)
the Master Servicer agrees to furnish to the Internal Revenue Service and to any
transferor of the Class 2-A-R or Class 2-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 2-A-R or Class 2-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 Accounts, and such
amounts shall, on the following Distribution Date or Distribution Dates, be
allocated between the Group 1 Certificates and Group 2 Certificates, pro rata,
and within each Group in reduction of distributions on the Class A and Class B
Certificates of such Group in the same manner as Realized Losses to such Group
are allocated pursuant to Section 4.02(a).
Section 6.04. Resignation of the Master Servicer.
The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. 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 applicable Certificate Account
as additional compensation.
Section 6.06. Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall not assign or transfer any of its rights,
benefits or privileges under this Agreement to any other Person, or delegate to
or subcontract with, or authorize or appoint any other Person to perform any of
the duties, covenants or obligations to be performed by the Master Servicer
without the prior written consent of the Trustee, and 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; 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 a Certificate Account by the Master
Servicer or which are thereafter received by the Master Servicer with
respect to the Mortgage Loans.
Section 7.02. Other Remedies of Trustee.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name as trustee of
an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filing of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Event of Default.
Section 7.03. Directions by Certificateholders and Duties of Trustee During
Event of Default.
During the continuance of any Event of Default, Holders of Certificates
evidencing in the aggregate not less than 25% of the aggregate Voting Interest
represented by all Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement; provided,
however, that the Trustee shall be under no obligation to pursue any such
remedy, or to exercise any of the trusts or powers vested in it by this
agreement (including, without limitation, (i) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto and (ii) the
terminating of the Master Servicer from its rights and duties as servicer
hereunder) at the request, order or direction of any of the Certificateholders,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred therein or thereby and, provided further, that, subject to the
provisions of Section 8.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee, in accordance with an Opinion of
Counsel, determines that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the nonassenting Certificateholders.
Section 7.04. Action upon Certain Failures of the Master Servicer and upon
Event of Default.
In the event that the Trustee 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 a 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) 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 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 request and 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 and the manner of obtaining
consents and evidencing the authorization of the execution thereof shall be
subject to such reasonable regulations as the Trustee may prescribe;
(ii) The Trustee may consult with counsel, and any written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;
(iii) The Trustee shall not be 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;
(iv) Subject to Section 7.04, the Trustee shall not be accountable,
shall have no liability and makes no representation as to any acts or
omissions hereunder of the Master Servicer until such time as the Trustee
may be required to act as Master Servicer pursuant to Section 7.05 and
thereupon only for the acts or omissions of Trustee as successor Master
Servicer; and
(v) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys.
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, 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 a
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, and may transact banking and/or trust
business with the Seller, the Master Servicer or their Affiliates.
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 1-A-1, Class 1-A-PO, Class 1-B-1,
Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7,
Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-A-12, Class
2-A-PO, Class 2-A-R, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4, Class
2-B-5 and Class 2-B-6 Certificates and the interests in the Lower-Tier REMIC
represented by the Class 1-A-L1, Class 1-A-LPO, Class 1-B-LI, Class 1-B-L2,
Class 1-B-L3, Class 1-B-L4, Class 1-B-L5, Class 1-B-L6, Class 2-A-L1, Class
2-A-L3, Class 2-A-L5, Class 2-A-L6, Class 2-A-L7, Class 2-A-L9, Class 2-A-L11,
Class 2-A-LPO, Class 2-A-LUR, Class 2-B-L1, Class 2-B-L2, Class 2-B-L3, Class
2-B-L4, Class 2-B-L5 and Class 2-B-L6 Interests and the Class 2-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 2-A-R and Class 2-A-LR
Certificateholders for such purpose (or if the Master Servicer is not so
permitted, the Holders of the Class 2-A-R and Class 2-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 sum of the Pool I and Pool II Scheduled Principal
Balances 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 appropriate
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 from the appropriate Certificate Account to
Certificateholders on the Final Distribution Date in proportion to their
respective Percentage Interests an amount equal to (i) as to the Classes of
Class 1-A and Class 2-A Certificates, the respective Principal Balance together
with any related Class 1-A Unpaid Interest Shortfall and Class 2-A Unpaid
Interest Shortfall, respectively, and one month's interest in an amount equal to
the respective Class 1-A Interest Accrual Amount and Class 2-A Interest Accrual
Amount, (ii) as to the Classes of Class 1-B and Class 2-B Certificates, the
respective Principal Balance together with any related Class 1-B Unpaid Interest
Shortfall and Class 2-B Unpaid Interest Shortfall, respectively, and one month's
interest in an amount equal to the respective Group 1 Interest Accrual Amount
and Group 2 Interest Accrual Amount and (iii) as to the Class 2-A-R and Class
2-A-LR Certificates, the amounts, if any, which remain on deposit in the
Upper-Tier Certificate Account and the Certificate Accounts, respectively (other
than amounts retained to meet claims) after application pursuant to clauses (i),
(ii) and (iii) above and payment to the Master Servicer of any amounts it is
entitled as reimbursement or otherwise hereunder. Such amount shall be
distributed in respect of interest and principal in respect of the
Uncertificated Lower-Tier Interests in the same amounts as distributed to their
Corresponding Upper-Tier Class or Classes in the manner specified in Section
4.01(a)(ii). Notwithstanding the foregoing, if the price paid pursuant to clause
(i) of the first paragraph of this Section 9.01, after reimbursement to the
Servicers, the Master Servicer and the 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 Accounts not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Estate) or the 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, 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, (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 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; 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-1A and F-1B 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 and
(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, in each case Attention: Corporate Trust Department. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice mailed or transmitted within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the addressee receives such notice, provided, however,
that any demand, notice or communication to or upon the Seller, the Master
Servicer, 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.
(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 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:
(i) reports prepared pursuant to Section 3.05; and
(ii) statements prepared pursuant to Section 4.04.
Section 10.08. Covenant of Seller.
The Seller shall not amend Article Third of its Certificate of
Incorporation without the prior written consent of each Rating Agency rating the
Certificates.
Section 10.09. Recharacterization.
The Parties intend the conveyance by the Seller to the Trustee of all of
its right, title and interest in and to the Mortgage Loans pursuant to this
Agreement to constitute a purchase and sale and not a loan. Notwithstanding the
foregoing, to the extent that such conveyance is held not to constitute a sale
under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Seller shall be deemed to
have granted to the Trustee a first priority security interest in all of the
Seller's right, title and interest in and to the Mortgage Loans.
<PAGE>
ARTICLE XI
TERMS FOR CERTIFICATES
Section 11.01. (a) Class 1-A Fixed Pass-Through Rate. The Class 1-A Fixed
Pass-Through Rate is 6.500% per annum.
(b) Class 2-A Fixed Pass-Through Rate. The Class 2-A Fixed Pass-Through
Rate is 6.750% per annum.
Section 11.02 Cut-Off Date. The Cut-Off Date for the Certificates is July
1, 1998.
Section 11.03 (a) Pool I Cut-Off Date Aggregate Principal Balance. The Pool
I Cut-Off Date Aggregate Principal Balance is $225,631,750.48.
(b) Pool II Cut-Off Date Aggregate Principal Balance. The Pool II Cut-Off
Date Aggregate Principal Balance is $250,193,321.49.
Section 11.04. (a) Original Class 1-A Percentage. The Original Class 1-A
Percentage is 97.24472863%
(b) Original Class 2-A Percentage. The Original Class 2-A Percentage is
95.74694705%.
Section 11.05. (a) Group 1 Original Principal Balances of Class 1-A
Certificates. As to the following Classes of Class 1-A Certificates, the Group 1
Original Principal Balances of such Classes as of the Cut-Off Date, as follows:
Group 1 Original
Class 1-A Certificates Principal Balance
---------------------- -----------------
Class 1-A-1 $219,034,000.00
Class 1-A-PO $ 391,778.00
(b) Group 2 Original Principal Balances of Class 2-A Certificates. As to
the following Classes of Class 2-A Certificates, the Group 2 Original Princiapl
Balances of such Classes as of the Cut-Off Date, as follows:
Group 2 Original
Class 2-A Certificates Principal Balance
---------------------- -----------------
Class 2-A-1 $8,057,000.00
Class 2-A-2 $14,166,000.00
Class 2-A-3 $15,000,000.00
Class 2-A-4 $14,036,000.00
Class 2-A-5 $11,898,000.00
Class 2-A-6 $9,753,000.00
Class 2-A-7 $5,434,000.00
Class 2-A-9 $103,137,274.00
Class 2-A-10 $26,739,294.00
Class 2-A-11 $6,150,000.00
Class 2-A-12 $25,019,332.00
Class 2-A-PO $169,683.79
Class 2-A-R $50.00
Class 2-A-LR $50.00
(c) Original Class 2-A-8 Notional Amount. The Original Class 2-A-8 Notional
Amount is $5,373,614.81
Section 11.06. (a) Original Class 1-A Non-PO Principal Balance. The
Original Class 1-A Non-PO Principal Balance is $219,034,000.00
(b) Original Class 2-A Non PO Principal Balance. The Original Class 2-A
Non-PO Principal Balance is $239,390,000.00.
Section 11.07. (a) Group 1 Original Subordinated Percentage. The Group 1
Original Subordinated Percentage is 2.75527137%.
(b) Group 2 Original Subordinated Percentage. The Group 2 Original
Subordinated Percentage is 4.25305295%.
Section 11.08. (a) Original Class 1-B-1 Percentage. The Original Class
1-B-1 Percentage is 1.00159842%.
(b) Original Class 2-B-1 Percentage. The Original Class 2-B-1 Percentage is
1.25068175%.
Section 11.09. (a) Original Class 1-B-2 Percentage. The Original Class
1-B-2 Percentage is 0.65130535%.
(b) Original Class 2-B-2 Percentage. The Original Class 2-B-2 Percentage is
1.80142967%.
Section 11.10. (a) Original Class 1-B-3 Percentage. The Original Class
1-B-3 Percentage is 0.40090575%.
(b) Original Class 2-B-3 Percentage. The Original Class 2-B-3 Percentage is
0.50035269%.
Section 11.11. (a) Original Class 1-B-4 Percentage. The Original Class
1-B-4 Percentage is 0.30056832%.
(b) Original Class 2-B-4 Percentage. The Original Class 2-B-4 Percentage is
0.29997164%.
Section 11.12. (a) Original Class 1-B-5 Percentage. The Original Class
1-B-5 Percentage is 0.25039960%.
(b) Original Class 2-B-5 Percentage. The Original Class 2-B-5 Percentage is
0.15038578%.
Section 11.13. (a) Original Class 1-B-6 Percentage. The Original Class
1-B-6 Percentage is 0.15049393%.
(b) Original Class 2-B-6 Percentage. The Original Class 2-B-6 Percentage is
0.25023142%.
Section 11.14. (a) Original Class 1-B Principal Balance. The Original Class
1-B Principal Balance is $6,205,972.48.
(b) Original Class 2-B Principal Balance. The Original Class 2-B Principal
Balance is $10,633,637.70.
Section 11.15. (a) Group 1 Original Principal Balances of Class 1-B
Certificates. As to the following Classes of Class 1-B Certificates, the Group 1
Original Principal Balances of such Classes as of the Cut-Off Date, is as
follows:
Group 1 Original
Class 1-B Certificates Principal Balance
---------------------- -----------------
Class 1-B-1 $2,256,000.00
Class 1-B-2 $1,467,000.00
Class 1-B-3 $ 903,000.00
Class 1-B-4 $ 677,000.00
Class 1-B-5 $ 564,000.00
Class 1-B-6 $ 338,972.48
(b) Group 2 Original Principal Balances of the Class 2-B Certificates. As
to the following Classes of Class 2-B Certificates, the Original Group 2
Principal Balances of such Classes as of the Cut-Off Date, is as follows:
Group 2 Original Class 2-B Certificates Principal Balance Class 2-B-1
$3,127,000.00 Class 2-B-2 $4,504,000.00 Class 2-B-3 $1,251,000.00 Class 2-B-4 $
750,000.00 Class 2-B-5 $ 376,000.00 Class 2-B-6 $ 625,637.70
Section 11.16. (a) Original Class 1-B-1 Fractional Interest. The Original
Class 1-B-1 Fractional Interest is 1.75367295%.
(b) Original Class 2-B-1 Fractional Interest. The Original Class 2-B-1
Fractional Interest is 3.00237120%.
Section 11.17. (a) Original Class 1-B-2 Fractional Interest. The Original
Class 1-B-2 Fractional Interest is 1.10236760%.
(b) Original Class 2-B-2 Fractional Interest. The Original Class 2-B-2
Fractional Interest is 1.20094153%.
Section 11.18. (a) Original Class 1-B-3 Fractional Interest. The Original
Class 1-B-3 Fractional Interest is 0.70146185%.
(b) Original Class 2-B-3 Fractional Interest. The Original Class 2-B-3
Fractional Interest is 0.70058883%.
Section 11.19. (a) Original Class 1-B-4 Fractional Interest. The Original
Class 1-B-4 Fractional Interest is 0.40089353%.
(b) Original Class 2-B-4 Fractional Interest. The Original Class 2-B-4
Fractional Interest is 0.40061720%.
Section 11.20. (a) Original Class 1-B-5 Fractional Interest. The Original
Class 1-B-5 Fractional Interest is 0.15049392%.
(b) Original Class 2-B-5 Fractional Interest. The Original Class 2-B-5
Fractional Interest is 0.25023142%.
Section 11.21. Closing Date. The Closing Date is July 29, 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 sum of the Pool I and Pool II Scheduled Principal Balances of the Mortgage
Loans being less than $22,601,690.92 (4.75% of the sum of the Pool I and Pool II
Cut-Off Date Aggregate Principal Balances) at the time of any such purchase.
Section 11.23. Wire Transfer Eligibility. With respect to the Class A
Certificates (other than the Class 1-A-PO, Class 2-A-8, Class 2-A-PO, Class
2-A-R and Class 2-A-LR Certificates) and the Class B Certificates (other than
the Class 1-B-6 and Class 2-B-5 Certificates), the minimum Denomination eligible
for wire transfer on each Distribution Date is $500,000. With respect to the
Class 1-A-PO, Class 2-A-8 and Class 2-A-PO Certificates, the minimum
Denomination eligible for wire transfer on each Distribution Date is 100%
Percentage Interest. The Class 2-A-R, Class 2-A-LR, Class 1-B-6 and Class 2-B-5
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 2-A-8, Class 2-A-R and Class 2-A-LR
Certificates) and the Class B Certificates (other than the Class 1-B-4, Class
1-B-5, Class 1-B-6, Class 2-B-4, Class 2-B-5, and Class 2-B-6 Certificates)
represents a $100,000 Denomination. A Single Certificate for the Class 2-A-8
Certificates represents a $1,343,000 Denomination. A Single Certificate for the
Class 2-A-R and Class 2-A-LR Certificates represents a $50 Denomination. A
Single Certificate for the Class 1-B-4, Class 1-B-5, Class 2-B-4, and Class
2-B-6 Certificates represents a $250,000 Denomination. A Single Certificate for
the Class 1-B-6 and 2-B-5 Certificates represents their respective Original
Principal Balance.
Section 11.25. Servicing Fee Rate. The rate used to calculate the Servicing
Fee is equal to 0.250% per annum.
Section 11.26. Master Servicing Fee Rate. The rate used to calculate the
Master Servicing Fee for each Mortgage Loan is 0.017% per annum.
<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 29th day of July, 1998, before me, a notary public in and for the
State of New York, personally appeared Patrick Greene, known to me who, being by
me duly sworn, did depose and say that he resides at Frederick, Maryland; that
he is a Vice President of Norwest 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 29th day of July, 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 29th day of July, 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 29th day of July, 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 1998-19 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
National City Mortgage Company Prior Month Prior Month
The Huntington Mortgage Company Prior Month Prior Month
Banc One Mortgage Corporation Mid-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
Countrywide Home Loans, Inc. Prior Month Prior Month
People's Bank Mid-Month Prior Month
America First Credit Union Mid-Month Prior Month
Bank of Oklahoma, N.A. Mid-Month Prior Month
Banknorth Mortgage Company, Inc. Mid-Month Prior Month
First Nationwide Mortgage Corporation. Mid-Month Prior Month
Merrill Lynch Credit Corporation Mid-Month Prior Month
<PAGE>
EXHIBIT 1-A-1
[FORM OF FACE OF CLASS 1-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-19, CLASS 1-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT ___________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-1 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool I 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 July 29, 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 1-A
Distribution Amount for the Class 1-A-1 Certificates required to be distributed
to Holders of the Class 1-A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions of
principal will be allocated to the Class 1-A-1 Certificates in accordance with
the provisions of the Agreement. The pass-through rate on the Class 1-A-1
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 1 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 1-A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 1-A-PO
[FORM OF FACE OF CLASS 1-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT 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 1998-19, CLASS 1-A-PO
evidencing an interest in a pool of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to
four-family residential mortgage loans, which may include loans
secured by shares issued by cooperative housing corporations,
sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-A-1 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool I 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 July 29, 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 1-A
Distribution Amount for the Class 1-A-PO Certificates required to be distributed
to Holders of the Class 1-A-PO Certificates on such Distribution Date, subject
to adjustment in certain events as specified in the Agreement. The Class 1-A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with 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 1-A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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 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 1-B-1
[FORM OF FACE OF CLASS 1-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES 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 1998-19, CLASS 1-B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 2-B-1 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool I 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 July 29, 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 1-A Certificates as specified in the Agreement, any Class
1-B-1 Distribution Amount required to be distributed to Holders of the Class
1-B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 1-B-1
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 1 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 1-B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 1-B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the 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 1-B-2
[FORM OF FACE OF CLASS 1-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES AND THE CLASS 1-B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 1-B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-B-2 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool I 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 July 29, 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 1-A Certificates and each Class of Class 1-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
1-B-2 Distribution Amount required to be distributed to Holders of the Class
1-B-2 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 1-B-2
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 1 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 1-B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 1-B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the 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 1-B-3
[FORM OF FACE OF CLASS 1-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES AND THE CLASS 1-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 1998-19, CLASS 1-B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT _______________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of Class 1-B-3 Certificates with respect to one of
two pools comprising the Trust Estate consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool I 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
July 29, 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 1-A Certificates and each Class of Class 1-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
1-B-3 Distribution Amount required to be distributed to Holders of the Class
1-B-3 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 1-B-3
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 1 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 1-B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 1-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 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 1-B-4
[FORM OF FACE OF CLASS 1-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES, THE CLASS 1-B-2 CERTIFICATES AND THE
CLASS 1-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 1-B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-B-4 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool I 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 July 29, 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 1-A Certificates and each Class of Class 1-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
1-B-4 Distribution Amount required to be distributed to Holders of the Class
1-B-4 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 1-B-4
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 1 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 1-B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 1-B-4 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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 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 1-B-5
[FORM OF FACE OF CLASS 1-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES, THE CLASS 1-B-2 CERTIFICATES, THE
CLASS 1-B-3 CERTIFICATES AND THE CLASS 1-B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 1-B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-B-5 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool I 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 July 29, 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 1-A Certificates and each Class of Class 1-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
1-B-5 Distribution Amount required to be distributed to Holders of the Class
1-B-5 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 1-B-5
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 1 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 1-B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. 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 1-B-5 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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 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 1-B-6
[FORM OF FACE OF CLASS 1-B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1-A
CERTIFICATES, THE CLASS 1-B-1 CERTIFICATES, THE CLASS 1-B-2 CERTIFICATES, THE
CLASS 1-B-3 CERTIFICATES, THE CLASS 1-B-4 CERTIFICATES AND THE CLASS 1-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 1998-19, CLASS 1-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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 25, 2013
<PAGE>
THIS CERTIFIES THAT ____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly distributions
to the Holders of Class 1-B-6 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool I 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 July 29, 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 1-A Certificates and each Class of Class 1-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
1-B-6 Distribution Amount required to be distributed to Holders of the Class
1-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 1-B-6
Certificates applicable to each Distribution Date will be 6.500% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 1 Group 1 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 1-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. 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 1-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 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 2-A-1
[FORM OF FACE OF CLASS 2-A-1 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-19, CLASS 2-A-1
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-1 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-1 Certificates required to be distributed
to Holders of the Class 2-A-1 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-1 Certificates applicable to each Distribution Date will be 6.200% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-A-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 2-A-2
[FORM OF FACE OF CLASS 2-A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-19, CLASS 2-A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-2 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-2 Certificates required to be distributed
to Holders of the Class 2-A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-2 Certificates applicable to each Distribution Date will be 6.200% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-A-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 2-A-3
[FORM OF FACE OF CLASS 2-A-3 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-19, CLASS 2-A-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-3 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-3 Certificates required to be distributed
to Holders of the Class 2-A-3 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-3 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-A-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 2-A-4
[FORM OF FACE OF CLASS 2-A-4 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-19, CLASS 2-A-4
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-4 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-4 Certificates required to be distributed
to Holders of the Class 2-A-4 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-4 Certificates applicable to each Distribution Date will be 6.250% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-A-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 2-A-5
[FORM OF FACE OF CLASS 2-A-5 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-19, CLASS 2-A-5
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-5 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-5 Certificates required to be distributed
to Holders of the Class 2-A-5 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-5 Certificates applicable to each Distribution Date will be 6.350% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-A-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 2-A-6
[FORM OF FACE OF CLASS 2-A-6 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE 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 1998-19, CLASS 2-A-6
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-6 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-6 Certificates required to be distributed
to Holders of the Class 2-A-6 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. Distributions in
reduction of the Principal Balance of certain Classes of Class 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-6 Certificates applicable to each Distribution Date will be 6.400% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-A-6 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 2-A-7
[FORM OF FACE OF CLASS 2-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 1998-19, CLASS 2-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.
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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-7 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-7 Certificates required to be distributed
to Holders of the Class 2-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 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-7 Certificates applicable to each Distribution Date will be 6.500% per
annum. The amount of interest which accrues on this Certificate in any month
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-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 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 2-A-8
[FORM OF FACE OF CLASS 2-A-8 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 2-A-8
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $ (Initial Class 2-A-8
by this Certificate: % Notional Amount)
Final Scheduled Maturity Date: August 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 Class 2-A-8 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-8 Certificates required to be distributed
to Holders of the Class 2-A-8 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class 2-A-8
Certificates are not entitled to distributions in respect of principal. Interest
will accrue on the Class 2-A-8 Certificates each month in an amount equal to the
product of (i) 1/12th of 6.750% and (ii) the Class 2-A-8 Notional Amount as of
the related Distribution Date. The amount of interest which accrues on this
Certificate in any month will be subject to reduction with respect to any Group
2 Non-Supported Interest Shortfall and the interest portion of certain Realized
Losses allocated to the Class 2-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 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 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 2-A-9
[FORM OF FACE OF CLASS 2-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 1998-19, CLASS 2-A-9
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 2-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
"Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-9 Certificates required to be distributed
to Holders of the Class 2-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 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-9 Certificates applicable to each Distribution Date will be a floating
rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 6.15625% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to the lesser of (i) 0.50% plus
LIBOR, as determined on the second business day preceding the commencement of
such LIBOR Based Interest Accrual Period, and (ii) 8.50%. The amount of interest
which accrues on this Certificate in any LIBOR Based Interest Accrual Period
will be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-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 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 2-A-10
[FORM OF FACE OF CLASS 2-A-10 CERTIFICATE]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 2-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.
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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-10 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-10 Certificates required to be distributed
to Holders of the Class 2-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 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-10 Certificates applicable to each Distribution Date will be a
floating rate of interest determined as provided herein and as specified in the
Agreement. Interest on this Certificate will accrue with respect to each
Distribution Date during the period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs (each a "LIBOR
Based Interest Accrual Period"). The pass-through rate applicable with respect
to the initial LIBOR Based Interest Accrual Period will be 9.040% per annum.
Thereafter, with respect to each LIBOR Based Interest Accrual Period, the
pass-through will be a per annum rate equal to (i) 30.857142% minus (ii) the
product of 3.85714286 and LIBOR, as determined on the second business day
preceding the commencement of such LIBOR Based Interest Accrual Period, subject
to a minimum rate of 0.00% and a maximum rate of 30.857142%. The amount of
interest which accrues on this Certificate in any LIBOR Based Interest Accrual
Period will be subject to reduction with respect to any Group 2 Non-Supported
Interest Shortfall and the interest portion of certain Realized Losses allocated
to the Class 2-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 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 2-A-11
[FORM OF FACE OF CLASS 2-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 1998-19, CLASS 2-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 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-11 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-11 Certificates required to be distributed
to Holders of the Class 2-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 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-11 Certificates applicable to each Distribution Date will be 6.750%
per annum. Prior to the Accretion Termination Date, no distribution of interest
on this Certificate will be made. Prior to the Accretion Termination Date,
interest otherwise available for distribution on this Certificate will be added
to the Principal Balance of the Class 2-A-11 Certificates on each Distribution
Date. The amount of interest which accrues on this Certificate in any month will
be subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-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 July 29, 1998, at an issue price of
99.02500%, including accrued interest, and a stated redemption price at maturity
equal to the sum of its initial principal balance and all interest distributions
hereon (whether current or accrued), and is issued with original issue discount
("OID") for federal income tax purposes. Assuming that this Certificate pays in
accordance with projected cash flows reflecting the prepayment assumption of
250% SPA (as defined in the Prospectus Supplement dated July 24, 1998 with
respect to the offering of the Class 1-A-1, Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class
2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class
2-A-12, Class 2-A-R, Class 2-A-LR, Class 2-B-1, Class 2-B-2 and Class 2-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
220.96056797%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 6.42%; and (iii) the amount of OID allocable to the
short first accrual period (July 29, 1998 to August 25, 1998) as a percentage of
the initial principal balance of this Certificate, calculated using the exact
method, is approximately 0.45927350%.
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 2-A-12
[FORM OF FACE OF CLASS 2-A-12 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 1998-19, CLASS 2-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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-12 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-12 Certificates required to be distributed
to Holders of the Class 2-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 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-A-12 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 subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-A-12 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the 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 2-A-PO
[FORM OF FACE OF CLASS 2-A-PO CERTIFICATE]
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING THAT THE
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT 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 1998-19, CLASS 2-A-PO
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-A-PO Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-PO Certificates required to be distributed
to Holders of the Class 2-A-PO Certificates on such Distribution Date, subject
to adjustment in certain events as specified in the Agreement. The Class 2-A-PO
Certificates will not be entitled to distributions in respect of interest.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, 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 2-A-PO Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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 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 2-A-R
[Form of Face of Class 2-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 2-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 1998-19, CLASS 2-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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $50.00
by this Certificate: 100%
Final Scheduled Maturity Date: August 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 Class 2-A-R Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-R Certificate required to be distributed
to Holders of the Class 2-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 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-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 Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-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 2-A-LR
[Form of Face of Class 2-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 1-A-LR CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO
HAVE AGREED TO THE DESIGNATION OF THE MASTER SERVICER AS ITS AGENT TO ACT AS
"TAX MATTERS PERSON" OF THE LOWER-TIER REMIC TO PERFORM THE FUNCTIONS OF A "TAX
MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE
CODE, OR, IF SO REQUESTED BY THE MASTER SERVICER, TO ACT AS TAX MATTERS PERSON
OF THE LOWER-TIER REMIC.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 2-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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $50.00
by this Certificate: 100%
Final Scheduled Maturity Date: August 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 Class 2-A-LR Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A
Distribution Amount for the Class 2-A-LR Certificate required to be distributed
to Holders of the Class 2-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 2-A Certificates
may not commence on the first Distribution Date specified above. Distributions
of principal will be allocated among the Classes of Class 2-A Certificates in
accordance with the provisions of the Agreement. The pass-through rate on the
Class 2-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 Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-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 2-B-1
[FORM OF FACE OF CLASS 2-B-1 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES 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 1998-19, CLASS 2-B-1
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-B-1 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A Certificates as specified in the Agreement, any Class
2-B-1 Distribution Amount required to be distributed to Holders of the Class
2-B-1 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 2-B-1
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-B-1 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 2-B-1 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the 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 2-B-2
[FORM OF FACE OF CLASS 2-B-2 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES AND THE CLASS 2-B-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 2-B-2
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-B-2 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A Certificates and each Class of Class 2-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
2-B-2 Distribution Amount required to be distributed to Holders of the Class
2-B-2 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 2-B-2
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-B-2 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 2-B-2 Certificate will be made unless the Holder
hereof desiring to make any such transfer shall deliver to the 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 2-B-3
[FORM OF FACE OF CLASS 2-B-3 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-B-1 CERTIFICATES AND THE CLASS 2-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 1998-19, CLASS 2-B-3
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN
INTEREST IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-B-3 Certificates with respect to one of
two pools comprising the Trust Estate consisting of fixed interest rate,
conventional, monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, other than the Fixed Retained Yield, if any, with
respect thereto, and which may include loans secured by shares issued by
cooperative housing corporations (the "Pool II 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 July 29, 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 2-A Certificates and each Class of Class 2-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
2-B-3 Distribution Amount required to be distributed to Holders of the Class
2-B-3 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 2-B-3
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-B-3 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 2-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 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 2-B-4
[FORM OF FACE OF CLASS 2-B-4 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-B-1 CERTIFICATES, THE CLASS 2-B-2 CERTIFICATES AND THE
CLASS 2-B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 2-B-4
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-B-4 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A Certificates and each Class of Class 2-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
2-B-4 Distribution Amount required to be distributed to Holders of the Class
2-B-4 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 2-B-4
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-B-4 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, unless such Person is
entitled to receive payments by wire transfer in immediately available funds in
accordance with the Pooling and Servicing Agreement and such Person has notified
the Master Servicer pursuant to the Pooling and Servicing Agreement that such
payments are to be made by wire transfer of immediately available funds.
Notwithstanding the above, the final distribution in reduction of the Principal
Balance of this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency specified by the Trustee for that purpose in the notice
of final distribution.
No transfer of a Class 2-B-4 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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 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 2-B-5
[FORM OF FACE OF CLASS 2-B-5 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-B-1 CERTIFICATES, THE CLASS 2-B-2 CERTIFICATES, THE
CLASS 2-B-3 CERTIFICATES AND THE CLASS 2-B-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
EXCEPT AS PROVIDED IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO
ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A)
THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION
3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS
OF A PLAN OR (B) SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT."
<PAGE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-19, CLASS 2-B-5
evidencing an interest in a pool of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family
residential mortgage loans, which may include loans secured by
shares issued by cooperative housing corporations, sold by
NORWEST ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, THE
SELLER, THE MASTER SERVICER, THE TRUSTEE 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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-B-5 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A Certificates and each Class of Class 2-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
2-B-5 Distribution Amount required to be distributed to Holders of the Class
2-B-5 Certificates on such Distribution Date, subject to adjustment, in certain
events, as specified in the Agreement. The pass-through rate on the Class 2-B-5
Certificates applicable to each Distribution Date will be 6.750% per annum. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-B-5 Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the Trustee
either by the Master Servicer or by a Paying Agent appointed by the Master
Servicer by check mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register. 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 2-B-5 Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is desired to be made by
the Holder hereof, (i) the transferee will be required to execute an investment
letter in the form described in the Agreement and (ii) if such transfer is to be
made within three years from the later of (a) the date of initial issuance of
the Certificates or (b) the last date on which the Seller or any affiliate
thereof was a Holder of the Certificates proposed to be transferred, and unless
such transfer is made in reliance on Rule 144A of the Securities Act of 1933, as
amended, the 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 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 2-B-6
[FORM OF FACE OF CLASS 2-B-6 CERTIFICATE]
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 2-A
CERTIFICATES, THE CLASS 2-B-1 CERTIFICATES, THE CLASS 2-B-2 CERTIFICATES, THE
CLASS 2-B-3 CERTIFICATES, THE CLASS 2-B-4 CERTIFICATES AND THE CLASS 2-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 1998-19, CLASS 2-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: July 1, 1998
CUSIP No.: First Distribution Date: August 25, 1998
Percentage Interest evidenced Denomination: $
by this Certificate: %
Final Scheduled Maturity Date: August 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 Class 2-B-6 Certificates with respect to one of two pools
comprising the Trust Estate consisting of fixed interest rate, conventional,
monthly pay, fully amortizing, first lien, one- to four-family residential
mortgage loans, other than the Fixed Retained Yield, if any, with respect
thereto, and which may include loans secured by shares issued by cooperative
housing corporations (the "Pool II 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 July 29, 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 2-A Certificates and each Class of Class 2-B Certificates
bearing a lower numerical designation as specified in the Agreement, any Class
2-B-6 Distribution Amount required to be distributed to Holders of the Class
2-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 2-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 Group 2 Non-Supported Interest
Shortfall and the interest portion of certain Realized Losses allocated to the
Class 2-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. 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 2-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 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 C
[Form of Reverse of Series 1998-19 Certificates]
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-19
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 will consist of two groups (the "Group 1 Certificates" and the
"Group 2 Certificates" respectively, and each a "Group").
The Group 1 Certificates and Group 2 Certificates are limited in right of
payment to certain collections and recoveries respecting the Pool I Mortgage
Loans and Pool II Mortgage Loans, respectively, all as more specifically set
forth herein and in the Agreement. In the event funds are advanced with respect
to any Mortgage Loan by a Servicer, the Master Servicer or the 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 of the related Group.
As provided in the Agreement, withdrawals from the applicable Certificate
Account created for the benefit of Certificateholders of the related Group may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement to a
Servicer, the Master Servicer or the 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 sum of Pool I Scheduled Principal
Balance and the Pool II Schedule Principal Balance of the Pool I Mortgage Loans
and Pool II Mortgage Loans, as of the Distribution Date upon which the proceeds
of such repurchase are distributed being less than 4.75 percent of the sum of
the Pool I Cut-Off Date Aggregate Principal Balance and Pool II 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 July 29, 1998 relating to the
issuance of Mortgage Pass-Through Certificates, Series 1998-19 (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-1A
[Schedule of Pool I Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1998-19 Exhibit F-1
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
- ------ ---- ----- ---- ---- ---- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6407357 AUSTIN TX 78746 SFD 7.000 6.500 $5,392.97 180
6542047 ROCHESTER MN 55906 SFD 7.625 6.500 $3,527.28 180
6662953 LAKE ZURICH IL 60047 SFD 7.000 6.500 $2,453.80 180
6835137 ELMHURST IL 60126 SFD 7.250 6.500 $3,331.95 180
6848001 WELCH MN 55089 SFD 7.250 6.500 $2,391.70 180
6888469 ALEXANDRIA VA 22308 SFD 7.000 6.500 $2,426.84 180
6912774 NAPERVILLE IL 60564 PUD 7.125 6.500 $3,884.20 180
6999625 CHANDLER AZ 85224 SFD 7.250 6.500 $5,477.18 180
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ---- ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6407357 1-Jul-13 $600,000.00 68.97 0.250 0.017 0.233
6542047 1-Jan-13 $370,723.90 94.99 6 0.250 0.017 0.858
6662953 1-Feb-13 $267,106.41 71.84 0.250 0.017 0.233
6835137 1-Jun-13 $362,873.26 54.89 0.250 0.017 0.483
6848001 1-Jun-13 $261,191.22 79.39 0.250 0.017 0.483
6888469 1-Jun-13 $269,148.16 66.67 0.250 0.017 0.233
6912774 1-Jun-13 $427,461.80 80.00 0.250 0.017 0.358
6999625 1-Jun-13 $598,147.82 80.00 0.250 0.017 0.483
$3,156,652.57
</TABLE>
COUNT: 8
WAC: 7.187124881
WAM: 178.2643964
WALTV: 74.89989606
<PAGE>
EXHIBIT F-1B
[Schedule of Pool II Mortgage Loans Serviced by Norwest Mortgage
from locations other than Frederick, Maryland]
NASCOR
NMI / 1998-19 Exhibit F-1
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
------ ---- ----- ---- ---- ---- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6383909 OMAHA NE 68118 SFD 7.875 6.750 $2,175.21 360
6386650 SAN JOSE CA 95135 SFD 7.500 6.750 $2,650.02 360
6386753 SOMERS NY 10589 SFD 7.625 6.750 $2,208.32 360
6425066 HOLLISTON MA 01746 SFD 7.000 6.733 $2,361.82 360
6697380 MINNETONKA MN 55343 SFD 7.375 6.750 $2,258.51 360
6746764 PARK RIDGE IL 60068 SFD 7.500 6.750 $2,062.68 360
6787140 CHANHASSEN MN 55317 SFD 7.250 6.750 $2,005.60 360
6826225 LISLE IL 60532 SFD 7.500 6.750 $1,922.84 360
6841132 EAGAN MN 55122 SFD 7.375 6.750 $1,807.47 360
6847887 NAPERVILLE IL 60565 PUD 7.625 6.750 $2,051.19 360
6857401 ST PAUL MN 55104 SFD 7.750 6.750 $3,680.57 360
6862140 KILDEER IL 60047 SFD 7.125 6.750 $2,290.64 360
6862819 LAKE FOREST IL 60045 SFD 7.375 6.750 $2,320.67 360
6866709 EDINA MN 55436 SFD 7.250 6.750 $2,251.19 360
6870209 EDEN PRAIRIE MN 55347 SFD 7.500 6.750 $2,355.30 360
6870259 BARRINGTON IL 60010 SFD 7.625 6.750 $2,307.41 360
6872472 PLAINFIELD IL 60544 SFD 7.250 6.750 $1,636.55 360
6873309 MINNEAPOLIS MN 55410 SFD 7.250 6.750 $2,217.07 360
6874353 BLOOMINGTON MN 55438 SFD 7.625 6.750 $2,654.23 360
6886459 EVANSTON IL 60201 SFD 7.500 6.750 $1,887.88 360
6896521 CHANHASSEN MN 55317 SFD 7.250 6.750 $2,268.24 360
6907632 BUFFALO MN 55313 SFD 7.625 6.750 $1,968.37 360
6909260 CHANHASSEN MN 55317 PUD 7.375 6.750 $2,210.16 360
6916467 SUGAR GROVE IL 60554 SFD 7.375 6.750 $1,768.13 360
6918332 NORTHBROOK IL 60062 SFD 7.750 6.750 $1,758.80 360
6922726 EDINA MN 55436 SFD 7.125 6.750 $2,073.71 360
6925055 WINNETKA IL 60093 SFD 7.500 6.750 $3,461.11 360
6931333 PLYMOUTH MN 55446 SFD 7.375 6.750 $1,958.06 360
6934119 HINSDALE IL 60521 SFD 7.625 6.750 $1,769.48 360
6941754 ST CHARLES IL 60174 SFD 7.875 6.750 $2,338.35 360
6946969 CROSSLAKE MN 56442 SFD 7.625 6.750 $2,032.08 360
6999626 ORONO MN 55391 SFD 7.500 6.750 $5,778.31 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ ---- ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6383909 1-Jan-28 $296,493.21 73.17 0.250 0.017 0.858
6386650 1-Jun-28 $378,718.73 78.18 0.250 0.017 0.483
6386753 1-Jul-28 $312,000.00 80.00 0.250 0.017 0.608
6425066 1-Jun-28 $354,709.01 77.43 0.250 0.017 0.000
6697380 1-Feb-28 $325,091.68 52.32 0.250 0.017 0.358
6746764 1-Jun-28 $294,731.07 79.73 0.250 0.017 0.483
6787140 1-May-28 $293,539.91 57.65 0.250 0.017 0.233
6826225 1-Jun-28 $274,795.91 88.71 01 0.250 0.017 0.483
6841132 1-Jun-28 $261,496.87 80.00 0.250 0.017 0.358
6847887 1-May-28 $289,379.16 90.00 01 0.250 0.017 0.608
6857401 1-May-28 $513,022.46 75.00 0.250 0.017 0.733
6862140 1-Jun-28 $339,728.11 80.00 0.250 0.017 0.108
6862819 1-Jun-28 $335,744.33 80.00 0.250 0.017 0.358
6866709 1-Jun-28 $329,742.56 52.56 0.250 0.017 0.233
6870209 1-Jun-28 $336,600.01 76.04 0.250 0.017 0.483
6870259 1-Jun-28 $325,764.05 60.93 0.250 0.017 0.608
6872472 1-Jun-28 $239,712.85 66.64 0.250 0.017 0.233
6873309 1-Jun-28 $324,746.47 63.73 0.250 0.017 0.233
6874353 1-Jun-28 $374,728.58 79.79 0.250 0.017 0.608
6886459 1-Jun-28 $269,799.62 46.96 0.250 0.017 0.483
6896521 1-Jun-28 $332,240.61 78.24 0.250 0.017 0.233
6907632 1-Jun-28 $277,898.72 90.00 01 0.250 0.017 0.608
6909260 1-May-28 $319,511.52 71.11 0.250 0.017 0.358
6916467 1-Jun-28 $255,805.20 80.00 0.250 0.017 0.358
6918332 1-Jun-28 $245,326.72 52.23 0.250 0.017 0.733
6922726 1-Jun-28 $307,553.85 90.00 13 0.250 0.017 0.108
6925055 1-Jun-28 $494,632.64 57.69 0.250 0.017 0.483
6931333 1-Jun-28 $283,284.28 90.00 13 0.250 0.017 0.358
6934119 1-Jun-28 $249,819.06 52.30 0.250 0.017 0.608
6941754 1-Jun-28 $322,278.06 75.00 0.250 0.017 0.858
6946969 1-Jun-28 $286,892.20 90.00 06 0.250 0.017 0.608
6999626 1-Jul-28 $826,400.00 80.00 0.250 0.017 0.483
</TABLE>
$10,672,187.45
COUNT: 32
WAC: 7.468468429
WAM: 358.7132841
WALTV: 73.54741294
<PAGE>
EXHIBIT F-2A
[Schedule of Pool I Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
NASCOR
NMI / 1998-19 Exhibit F-2
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
------ ---- ----- ---- ---- ---- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4637953 BRIDGEWATER NJ 08807 SFD 6.625 6.358 $3,072.98 180
4666915 AUSTIN TX 78746 SFD 6.625 6.358 $2,405.71 180
4690893 ASHAROKEN NY 11768 SFD 7.500 6.500 $3,660.78 180
4698253 RANCHO SANTA FE CA 92067 SFD 7.000 6.500 $8,988.28 180
4703698 CUPERTINO CA 95014 PUD 7.375 6.500 $2,879.36 180
4707555 WESTLAKE VILLAGE CA 91361 PUD 6.875 6.500 $1,591.96 180
4712048 HOPKINTON MA 01748 SFD 6.875 6.500 $4,669.75 180
4712458 ALAMO CA 94507 SFD 7.000 6.500 $3,766.09 180
4716534 CONCORD CA 94527 SFD 6.625 6.358 $2,309.13 180
4722742 ALPHARETTA GA 30022 SFD 6.875 6.500 $3,567.42 180
4723145 POUGHKEEPSIE NY 12601 SFD 7.250 6.500 $2,446.47 180
4725343 FRANKLIN LAKES NJ 07417 SFD 7.000 6.500 $3,775.08 180
4729324 BELVIDERE IL 61008 SFD 6.875 6.500 $2,568.55 180
4730745 AREA OF TEMECULA CA 92592 SFD 7.125 6.500 $4,347.99 180
4733521 FREEPORT NY 11520 SFD 7.250 6.500 $2,437.35 180
4734264 LAHAINA HI 96761 SFD 6.875 6.500 $6,364.72 180
4734376 LAGUNA BEACH CA 92651 SFD 6.625 6.358 $4,389.97 180
4734420 WESTFIELD NJ 07090 SFD 6.500 6.233 $2,299.73 180
4734437 MEMPHIS TN 38117 SFD 7.250 6.500 $2,510.38 180
4736074 PRIOR LAKE MN 55372 SFD 7.250 6.500 $2,341.50 180
4736688 WILTON CT 06897 SFD 6.875 6.500 $3,121.50 180
4737360 FRANKLIN TN 37064 SFD 6.875 6.500 $2,657.73 180
4737526 STAMFORD CT 06903 SFD 7.625 6.500 $3,517.00 180
4738594 SUNNYVALE CA 94086 SFD 6.750 6.483 $1,685.76 180
4739250 TRAFALGAR IN 46181 SFD 7.500 6.500 $2,317.53 180
4740076 MARSHALL VA 20115 SFD 7.000 6.500 $2,831.31 180
4741196 SAN ANTONIO TX 78247 SFD 6.750 6.483 $411.05 180
4742261 LEBANON NJ 08833 SFD 6.625 6.358 $2,853.48 180
4742365 LAGUNA HILLS CA 92653 SFD 7.000 6.500 $4,808.73 180
4742552 HIGHLANDS RANCH CO 80126 SFD 7.375 6.500 $1,180.26 180
4743768 PAWLEYS ISLAND SC 29585 SFD 7.375 6.500 $2,897.76 180
4744749 LOVELAND OH 45140 SFD 7.000 6.500 $2,696.49 180
4744877 NORTHRIDGE CA 91326 SFD 7.125 6.500 $1,992.83 180
4745107 BERNARDS TOWNSHIP NJ 07920 SFD 7.000 6.500 $3,415.55 180
4745213 PINEBUSH NY 12566 SFD 7.250 6.500 $2,731.29 180
4745602 INDIANAPOLIS IN 46260 SFD 7.375 6.500 $2,569.50 175
4746149 OLD SAYBROOK CT 06475 SFD 7.500 6.500 $7,369.75 180
4746322 LANSING MI 48911 SFD 7.250 6.500 $356.02 180
4746866 RUXTON MD 21204 SFD 7.250 6.500 $2,692.95 180
4747455 ARLINGTON VA 22205 SFD 7.500 6.500 $2,817.19 180
4748277 DOVER MA 02030 SFD 7.375 6.500 $2,897.76 180
4748635 GERMANTOWN MD 20874 SFD 7.375 6.500 $2,768.97 180
4748750 NASHVILLE TN 37205 SFD 7.000 6.500 $3,145.90 180
4749054 ATLANTA GA 30350 SFD 6.750 6.483 $3,539.64 180
4749940 GREAT FALLS VA 22066 SFD 7.250 6.500 $4,619.09 180
4750780 AUSTIN TX 78734 SFD 6.875 6.500 $2,149.37 180
4750901 MAPLE GROVE MN 55311 SFD 6.875 6.500 $2,198.69 180
4750934 PORT ARTHUR TX 77640 SFD 7.125 6.500 $2,316.94 180
4751119 MYRTLE BEACH SC 29572 SFD 7.375 6.500 $2,235.42 180
4751168 LEVERETT MA 01054 SFD 7.000 6.500 $3,325.66 180
4751299 ROCKVILLE MD 20850 SFD 7.375 6.500 $2,305.33 180
4751463 EUGENE OR 97401 SFD 7.375 6.500 $2,943.75 180
4751843 FLUSHING NY 11355 SFD 7.500 6.500 $2,150.67 180
4752054 KATONAH NY 10536 SFD 6.750 6.483 $3,097.19 180
4752489 CHASKA MN 55318 SFD 7.125 6.500 $2,151.35 180
4753344 MEMPHIS TN 38120 SFD 7.250 6.500 $4,463.90 180
4753403 YORK ME 03909 SFD 6.750 6.483 $2,654.73 180
4753833 EAST MORICHES NY 11940 SFD 7.750 6.500 $781.26 180
4753999 BLOOMFIELD HILLS MI 48301 SFD 7.375 6.500 $3,679.70 180
4754849 SANTA ANA CA 92705 SFD 6.375 6.108 $4,321.26 180
4755033 LOVELAND CO 80538 SFD 6.875 6.500 $3,121.50 180
4755093 SANDS POINT NY 11050 SFD 6.875 6.500 $3,076.90 180
4756173 MALIBU CA 90265 SFD 7.500 6.500 $4,403.31 180
4756186 BATAVIA IL 60510 SFD 7.000 6.500 $2,676.71 180
4756192 FAIRFAX STATION VA 22039 SFD 7.000 6.500 $2,696.48 180
4756464 SAN MARINO CA 91108 SFD 7.250 6.500 $7,302.90 180
4756467 BROOKFIELD CT 06804 SFD 7.500 6.500 $778.69 180
4756758 BELLE MEAD NJ 08853 SFD 7.000 6.500 $898.83 180
4756992 GROSSE ILE MI 48138 LCO 7.375 6.500 $2,759.77 180
4757017 ROCK HILL SC 29732 SFD 7.000 6.500 $2,789.97 180
4757180 NOBLESVILLE IN 46060 SFD 7.000 6.500 $3,577.34 180
4758003 INDIANAPOLIS IN 46278 SFD 7.250 6.500 $2,129.71 180
4758078 CHEVY CHASE MD 20815 SFD 6.750 6.483 $2,603.85 180
4758346 GLENBROOK NV 89413 SFD 7.125 6.500 $3,348.86 180
4758373 WYOMING OH 45215 SFD 7.125 6.500 $2,953.01 180
4758658 BLAINE WA 98230 SFD 6.500 6.233 $2,961.77 180
4758724 NANTUCKET MA 02554 SFD 7.375 6.500 $2,502.20 180
4758748 ALPHARETTA GA 30004 SFD 6.750 6.483 $2,212.28 180
4758883 RIVERDALE NY 10471 LCO 7.125 6.500 $3,215.71 180
4759002 DOUGLASTON NY 11363 SFD 7.125 6.500 $2,885.08 180
4759185 NEWPORT BEACH CA 92660 LCO 7.375 6.500 $3,826.89 180
4759250 MT. LAUREL NJ 08054 SFD 7.125 6.500 $3,425.86 180
4759374 HARRISON ID 83833 SFD 7.125 6.500 $2,260.51 180
4759562 WASHINGTON CT 06793 SFD 7.375 6.500 $2,529.79 180
4760144 BATON ROUGE LA 70810 SFD 6.750 6.483 $5,185.57 180
4760405 LONGMONT CO 80501 SFD 6.625 6.358 $2,677.89 180
4760421 HIGH POINT NC 27262 SFD 7.000 6.500 $2,768.40 180
4760598 SCOTTSDALE AZ 85377 SFD 7.125 6.500 $4,327.16 180
4760916 GRANITE BAY CA 95746 SFD 6.875 6.500 $2,336.66 180
4761412 NASHVILLE TN 37221 SFD 7.000 6.500 $2,588.63 180
4761692 HILTON HEAD ISL SC 29928 SFD 7.375 6.500 $7,697.92 180
4761977 EDISON NJ 08820 SFD 7.125 6.500 $945.69 180
4761996 ROCKVILLE MD 20852 SFD 7.375 6.500 $5,179.17 180
4762155 CRANSTON RI 02905 SFD 6.500 6.233 $2,482.66 180
4762528 ROSEBERG OR 97470 SFD 7.125 6.500 $2,581.62 180
4762774 WESTMINSTER MD 21158 SFD 7.250 6.500 $2,327.80 180
4763056 ARMONK NY 10504 SFD 7.125 6.500 $2,898.66 180
4763164 RICHMOND VA 23230 SFD 7.250 6.500 $3,149.38 180
4764405 AWENDAW SC 29429 SFD 6.875 6.500 $2,675.57 180
4764548 LEONIA NJ 07605 SFD 7.125 6.500 $2,572.56 180
4764752 CAMBRIDGE MA 02138 SFD 7.625 6.500 $9,341.30 180
4765135 BOCA RATON FL 33496 SFD 6.625 6.358 $2,194.99 180
4765141 ALLENTOWN PA 18103 SFD 7.250 6.500 $2,209.13 180
4765233 BRANCHBURG NJ 08846 SFD 7.250 6.500 $2,994.19 180
4765248 CARY NC 27511 SFD 7.000 6.500 $2,660.54 180
4765298 LEOMINSTER MA 01453 SFD 7.375 6.500 $3,495.71 180
4765613 PARK CITY UT 84060 SFD 7.250 6.500 $2,190.88 180
4765642 RALEIGH NC 27613 SFD 6.875 6.500 $2,742.46 180
4765682 BRENTWOOD TN 37027 SFD 6.875 6.500 $2,675.57 180
4765740 RENO NV 89511 SFD 6.875 6.500 $2,853.94 180
4765873 COLONIA NJ 07067 SFD 7.875 6.500 $948.45 180
4766199 SAINT GEORGE UT 84790 SFD 7.125 6.500 $2,237.41 180
4766490 GILBERT AZ 85234 SFD 7.250 6.500 $2,327.80 180
4766536 EVERETT WA 98203 SFD 7.000 6.500 $2,367.51 180
4766569 LAS VEGAS NV 89118 SFD 7.000 6.500 $4,898.61 180
4766571 RESTON VA 20191 SFD 7.375 6.500 $2,483.80 180
4766617 CHAGRIN FALLS OH 44023 SFD 7.375 6.500 $2,728.03 180
4767392 SAN FRANCISCO CA 94127 SFD 7.125 6.500 $3,541.80 180
4767756 INDIANAPOLIS IN 46236 SFD 6.750 6.483 $4,778.52 180
4768031 HOUSTON TX 77096 SFD 6.750 6.483 $2,364.48 180
4768105 DAYTON OH 45458 SFD 7.375 6.500 $2,419.40 180
4768134 ANNANDALE NJ 08801 SFD 6.500 6.233 $2,047.11 180
4768295 AURORA CO 80015 SFD 7.500 6.500 $2,133.20 180
4768376 HOLMDEL NJ 07733 SFD 7.250 6.500 $2,802.49 180
4768512 EDEN PRAIRIE MN 55347 SFD 7.125 6.500 $2,862.43 180
4768570 CHARLOTTE NC 28226 SFD 6.375 6.108 $2,855.49 180
4768937 HOUSTON TX 77005 SFD 7.125 6.500 $2,145.01 180
4768952 LAKE OSWEGO OR 97034 SFD 6.875 6.500 $2,653.27 180
4770250 WEST DES MOINES IA 50266 SFD 6.875 6.500 $1,150.50 180
4770465 KILDEER IL 60047 SFD 7.375 6.500 $2,483.80 180
4770507 CAPE GIRARDEAU MO 63701 SFD 7.375 6.500 $2,667.78 180
4770916 KENNER LA 70065 SFD 7.000 6.500 $2,381.89 180
4772361 HOLLISTON MA 01746 SFD 7.500 6.500 $2,237.81 180
4772614 MEMPHIS TN 38119 SFD 7.125 6.500 $2,549.91 180
4772692 MORRISTOWN NJ 07960 SFD 7.375 6.500 $2,713.78 180
4772755 SOUTHLAKE TX 76092 SFD 6.750 6.483 $2,566.24 180
4772967 CAMARILLO CA 93012 SFD 7.125 6.500 $3,396.87 180
4772980 UNION CITY CA 94587 SFD 7.125 6.500 $2,867.86 180
4773322 KANSAS CITY MO 64112 SFD 7.250 6.500 $2,581.12 180
4773462 SAN FRANCISCO CA 94116 SFD 7.500 6.500 $2,382.42 180
4773649 LEXINGTON MA 02173 SFD 7.000 6.500 $2,696.49 180
4773652 THE WOODLANDS TX 77381 SFD 6.500 6.233 $2,482.66 180
4773666 NEW YORK NY 10028 HCO 7.250 6.500 $8,873.03 180
4773708 WHITTIER CA 90605 PUD 7.625 6.500 $6,305.38 180
4773869 GREENWICH CT 06830 LCO 6.750 6.483 $2,238.83 180
4773890 RIVER RIDGE LA 70123 SFD 7.000 6.500 $4,494.14 180
4774133 BETHPAGE NY 11714 SFD 7.500 6.500 $1,205.12 180
4774143 OKOBOJI IA 51355 SFD 7.000 6.500 $3,729.24 180
4774309 CAMARILLO CA 93010 PUD 7.500 6.500 $3,383.60 180
4774439 MIAMI FL 33133 SFD 7.250 6.500 $2,747.72 180
4774855 WALNUT CREEK CA 94596 SFD 6.750 6.483 $4,141.38 180
4775101 HIGHLAND VILLAGE TX 75067 SFD 6.875 6.500 $2,104.78 180
4775113 WINTER PARK FL 32789 SFD 7.000 6.500 $5,770.48 180
4775175 FAIR OAKS RANCH TX 78015 SFD 7.250 6.500 $2,812.74 144
4775548 ALPHARETTA GA 30022 SFD 6.750 6.483 $2,314.04 180
4776249 SEATTLE WA 98144 SFD 6.875 6.500 $2,432.09 180
4776543 WILDWOOD MO 63038 SFD 6.625 6.358 $2,494.57 180
4776558 SALT LAKE CITY UT 84103 SFD 6.875 6.500 $3,121.49 180
4777187 ROCHESTER MN 55902 SFD 6.875 6.500 $2,283.15 180
4777292 HUMMELSTOWN PA 17036 SFD 6.750 6.483 $2,968.87 180
4777385 SEVERNA PARK MD 21146 SFD 6.750 6.483 $2,283.51 180
4777392 HIGHLAND PARK TX 75205 SFD 6.625 6.358 $2,482.53 180
4777406 GRESHAM OR 97080 SFD 7.000 6.500 $2,426.84 180
4777420 JOPLIN MO 64804 SFD 7.375 6.500 $2,161.82 180
4777428 BISMARK ND 58501 SFD 6.750 6.483 $2,353.86 180
4778219 CHADDS FORD PA 19317 SFD 7.000 6.500 $2,157.19 180
4778255 SEATTLE WA 98103 SFD 7.000 6.500 $2,335.16 180
4778515 HAYDEN LAKE ID 83835 SFD 6.875 6.500 $2,318.82 180
4778612 IRVINE CA 92606 PUD 7.375 6.500 $2,435.96 180
4778666 SCOTTSDALE AZ 85255 SFD 7.000 6.500 $2,229.99 180
4779346 HOUSTON TX 77055 SFD 6.875 6.500 $2,616.70 180
4779448 WESTON FL 33327 SFD 7.125 6.500 $2,943.96 180
4779510 NAPLES FL 33940 HCO 6.875 6.500 $3,431.86 180
4779869 ISSAQUAH WA 98029 SFD 7.000 6.500 $2,696.48 180
4779873 COLLIERVILLE TN 38017 SFD 7.000 6.500 $2,507.74 180
4779877 FAIRMONT WV 26554 SFD 6.875 6.500 $2,432.54 180
4780175 NEW YORK NY 10028 COP 7.625 6.500 $1,924.31 180
4780380 WARREN NJ 07059 SFD 7.375 6.500 $4,599.62 180
4780729 GERMANTOWN TN 38139 SFD 7.250 6.500 $2,966.80 180
4780808 EDEN PRAIRIE MN 55347 SFD 7.125 6.500 $4,529.16 180
4780879 WINDMERE FL 34786 SFD 7.125 6.500 $5,210.35 180
4781028 EAST HAMPTON NY 11937 SFD 7.625 6.500 $1,307.79 180
4781143 SAN DIEGO CA 92106 SFD 7.000 6.500 $2,516.72 180
4781635 LOVELAND OH 45140 SFD 7.250 6.500 $2,329.63 180
4781849 SUNNYVALE CA 94087 SFD 7.500 6.500 $2,512.21 180
4781968 WAHINGTON TOWNSHIP NJ 07675 SFD 6.750 6.483 $2,371.56 180
4782029 EDGEWOOD KY 41017 SFD 7.000 6.500 $4,269.44 180
4782128 FRISCO TX 75034 SFD 6.875 6.500 $2,960.96 180
4782194 STANWOOD WA 98292 SFD 7.125 6.500 $2,146.82 180
4782292 PARK CITY UT 84060 SFD 7.000 6.500 $3,235.78 180
4782596 LOS ANGELES CA 90270 SFD 7.125 6.500 $3,246.05 180
4782600 LOS ANGELES CA 90068 SFD 7.125 6.500 $5,733.91 180
4782602 TUSTIN CA 92782 SFD 6.750 6.483 $3,019.31 180
4782882 LAKE FOREST CA 92630 SFD 7.250 6.500 $1,414.94 180
4783313 TAMPA FL 33606 SFD 7.000 6.500 $3,280.73 180
4783649 SPOKANE WA 99223 SFD 6.875 6.500 $4,450.35 180
4783906 BELLEVUE WA 98006 SFD 6.875 6.500 $4,210.89 180
4783936 HENDERSONVILLE TN 37075 SFD 7.250 6.500 $2,282.16 180
4784566 REDMOND WA 98053 SFD 7.000 6.500 $5,842.38 180
4784992 LEAWOOD KS 66211 SFD 6.750 6.483 $6,344.81 180
4785043 HOUSTON TX 77005 SFD 6.750 6.483 $5,729.79 180
4785073 NAPLES FL 34108 SFD 7.125 6.500 $2,717.50 180
4785296 KATY TX 77450 SFD 6.875 6.500 $2,137.78 180
4786002 HOUSTON TX 77027 SFD 6.875 6.500 $4,744.67 180
4786229 MILLBRAE CA 94030 SFD 7.250 6.500 $2,720.34 180
4786484 CORDOVA TN 38018 SFD 7.250 6.500 $3,195.02 180
4786621 WESTON CT 06883 SFD 7.125 6.500 $2,581.62 180
4786645 MIAMI FL 33157 SFD 6.875 6.500 $2,675.57 180
4787443 SIERRA MADRE CA 91024 SFD 7.250 6.500 $3,423.24 180
4787451 BOCA RATON FL 33496 SFD 7.000 6.500 $4,826.71 180
4787521 RANCHO PALOS VERDES CA 90275 SFD 7.000 6.500 $3,599.81 180
4788194 OGDEN UT 84403 SFD 7.000 6.500 $2,512.22 180
4788221 SIMI VALLEY CA 93063 SFD 7.000 6.500 $2,696.49 180
4788250 GRANADA HILLS AREA CA 91344 SFD 6.625 6.358 $2,626.96 180
4788264 MORGAN HILL CA 95037 SFD 7.125 6.500 $2,115.12 180
4788320 MILPITAS CA 95035 SFD 7.250 6.500 $2,373.45 180
4788689 TAMPA FL 33626 SFD 7.250 6.500 $2,358.84 180
4788733 HOUSTON TX 77059 SFD 7.000 6.500 $3,033.55 180
4788815 WAUKESHA WI 53188 SFD 7.125 6.500 $688.44 180
4789189 SAN JOSE CA 95120 SFD 7.125 6.500 $3,623.33 180
4789302 SAN JOSE CA 95120 SFD 7.000 6.500 $2,606.60 180
4789311 MISSION VIEJO CA 92692 SFD 7.250 6.500 $2,482.99 180
4789497 GLENDALE CA 91202 SFD 7.375 6.500 $3,909.67 180
4789502 INVERNESS CA 94956 SFD 6.500 6.233 $3,345.05 180
4789504 LOS ANGELES CA 90045 SFD 7.500 6.500 $2,604.90 180
4789509 CYPRESS CA 90630 SFD 7.375 6.500 $2,493.00 180
4790268 BEVERLY HILLS CA 90210 LCO 7.625 6.500 $2,540.83 180
4790285 HIDDEN HILLS CA 91302 SFD 7.000 6.500 $5,482.85 180
4790286 SANTA ROSA CA 95404 SFD 7.750 6.500 $6,353.61 180
4790289 SAN JOSE CA 95125 SFD 6.750 6.483 $2,822.86 180
4790295 NEWBURGH IN 47630 SFD 6.500 6.233 $2,679.97 180
4790314 ORANGE CA 92867 SFD 7.000 6.500 $2,966.13 180
4790483 FREMONT CA 94539 SFD 7.375 6.500 $3,035.75 180
4790496 CHULA VISTA CA 91910 SFD 7.000 6.500 $2,624.58 180
4790505 MORGAN HILL CA 95037 SFD 6.750 6.483 $2,915.78 180
4790867 KEY COLONY BEACH FL 33051 MF2 7.500 6.500 $1,297.82 180
4790927 ROGERS AR 72756 SFD 6.750 6.483 $2,300.76 180
4790969 SAN JOSE CA 95125 SFD 7.250 6.500 $3,295.44 180
4791359 CHERRY HILL NJ 08002 SFD 7.625 6.500 $1,821.56 180
4791516 LOUISVILLE KY 40207 SFD 7.000 6.500 $4,044.73 180
4791640 AUSTIN TX 78746 SFD 6.750 6.483 $2,522.00 180
4792291 ATLANTA GA 30319 SFD 6.875 6.500 $4,430.74 180
4792685 DANVILLE CA 94506 PUD 7.125 6.500 $2,309.87 180
4792778 PASADENA CA 91106 SFD 7.000 6.500 $2,705.47 180
4792782 LAGUNA BEACH CA 92651 SFD 7.125 6.500 $2,808.08 180
4792794 RANCHO CUCAMONGA CA 91737 SFD 7.125 6.500 $2,558.07 180
4792798 DANA POINT CA 92629 SFD 7.125 6.500 $2,264.58 180
4792806 SHERMAN OAKS CA 91423 SFD 7.125 6.500 $2,785.43 180
4793143 THE WOODLANDS TX 77382 SFD 6.750 6.483 $3,982.10 180
4793334 FREMONT CA 94539 SFD 7.125 6.500 $3,442.16 180
4793659 BELLA VISTA AR 72714 SFD 6.875 6.500 $2,599.76 180
4793666 TULSA OK 74137 SFD 7.375 6.500 $3,164.54 180
4793676 EUGENE OR 97401 SFD 7.500 6.500 $2,400.96 180
4794556 CAYUCOS CA 93430 SFD 7.125 6.500 $3,279.11 180
4795299 DALLAS TX 75248 SFD 7.125 6.500 $3,623.33 180
4795835 PITTSBURGH PA 15241 SFD 6.750 6.483 $2,265.37 180
4795896 FREMONT CA 94539 SFD 6.875 6.500 $4,726.83 180
4795908 HOUSTON TX 77019 SFD 6.875 6.500 $3,772.55 180
4795922 CERRITOS CA 90703 SFD 7.125 6.500 $2,264.58 180
4795988 SAN JOSE CA 95133 SFD 7.625 6.500 $2,475.44 180
4797830 JACKSON WY 83001 SFD 7.250 6.500 $5,933.61 180
4798221 CHULA VISTA CA 91911 SFD 6.875 6.500 $1,088.06 180
4799221 SUFFOLK VA 23435 SFD 7.000 6.500 $2,471.78 180
4799245 LAS VEGAS NV 89118 SFD 7.625 6.500 $2,668.81 180
4799254 GAINESVILLE FL 32608 SFD 7.250 6.500 $3,284.48 180
4799271 ARLINGTON VA 22207 SFD 7.250 6.500 $2,716.68 180
4799289 SOUTHBOROUGH MA 01772 SFD 7.375 6.500 $2,217.02 180
4799302 BELL CANYON CA 91307 SFD 7.000 6.500 $5,379.49 180
4799307 LA PALMA CA 90623 SFD 7.000 6.500 $2,085.28 180
4799309 LONG BEACH CA 90807 SFD 7.375 6.500 $2,171.02 180
4799527 LAFAYETTE CA 94549 SFD 6.625 6.358 $7,897.56 180
4800249 DAVIDSON NC 28036 SFD 7.000 6.500 $2,688.40 180
4800285 PLAINFIELD IN 46168 SFD 7.375 6.500 $2,943.76 180
4800300 CUSTER WA 98240 SFD 7.250 6.500 $3,012.45 180
4800306 GREENSBORO NC 27408 SFD 7.000 6.500 $2,399.87 180
4800327 VIENNA WV 26105 SFD 6.875 6.500 $2,818.26 180
4800336 LOWELL AR 72745 SFD 6.875 6.500 $3,010.01 180
4800350 LAWRENCE KS 66049 SFD 7.125 6.500 $2,458.43 180
4800362 FAIRFAX VA 22030 SFD 6.875 6.500 $2,532.87 180
4800374 BELLEVILLE IL 62223 SFD 7.250 6.500 $2,259.34 180
4800621 GLEN ALLEN VA 23060 SFD 7.375 6.500 $2,401.00 180
4800675 TONKA BAY MN 55331 SFD 6.875 6.500 $2,764.75 180
4800787 MANAKIN-SABOT VA 23103 SFD 6.875 6.500 $2,950.26 180
4800830 WILMINGTON NC 28403 SFD 7.000 6.500 $2,975.13 180
4800859 LIVINGSTON TOWNSHIP NJ 07039 SFD 7.250 6.500 $3,076.35 180
4800909 LACONIA NH 03246 SFD 7.125 6.500 $2,581.62 180
4800948 KIAWAH ISLAND SC 29455 SFD 6.875 6.500 $4,459.28 180
4800964 CHEYENNE WY 82009 SFD 6.875 6.500 $2,318.82 180
4800985 NEEDHAM MA 02192 SFD 6.875 6.500 $3,186.84 120
4800996 PFAFFTOWN NC 27040 SFD 7.000 6.500 $2,214.71 180
4801322 CARMICHAEL CA 95608 SFD 7.125 6.500 $2,708.44 180
4801330 LAKE ARROWHEAD CA 92352 SFD 6.750 6.483 $2,521.99 180
4803204 SUNNYVALE CA 94087 SFD 7.375 6.500 $2,391.80 180
4805044 CAMPBELL CA 95008 SFD 7.300 6.500 $3,644.43 180
4817522 REDWOOD CITY CA 94062 SFD 7.250 6.500 $4,984.23 180
6360194 BAINBRIDGE ISLAND WA 98110 PUD 6.750 6.483 $1,526.47 180
6447802 ROCHESTER MN 55901 SFD 7.000 6.500 $2,711.59 180
6452918 PHOENIX AZ 85045 SFD 6.500 6.233 $2,230.03 180
6478087 DALLAS TX 75225 HCO 6.875 6.500 $6,376.76 180
6491701 ACWORTH GA 30101 SFD 7.000 6.500 $2,112.25 180
6492657 ELK MOUND WI 54739 SFD 7.375 6.500 $2,933.64 180
6495925 RENTON WA 98059 SFD 7.000 6.500 $3,438.02 180
6512577 LAQUINTA CA 92253 SFD 6.875 6.500 $3,567.42 180
6573612 PEBBLE BEACH CA 93953 LCO 6.875 6.500 $5,797.05 180
6592592 SAN DIEGO CA 92130 SFD 6.750 6.483 $3,667.95 180
6626493 BETHLEHEM NY 12054 SFD 6.750 6.483 $2,194.58 180
6661749 KATONAH NY 10536 SFD 7.250 6.500 $2,145.23 180
6669596 MINNETONKA MN 55305 SFD 6.875 6.500 $2,452.60 180
6671914 DES PERES MO 63131 SFD 7.000 6.500 $5,173.11 180
6689544 VIENNA VA 22182 SFD 6.875 6.500 $2,345.58 180
6703093 SPICER MN 56288 SFD 7.000 6.500 $4,334.15 180
6705168 E ORLEANS MA 02653 SFD 7.125 6.500 $3,170.41 180
6707775 LAKE OSWEGO OR 97034 SFD 7.125 6.500 $3,831.67 180
6721587 SACRAMENTO CA 95841 SFD 7.125 6.500 $5,887.90 180
6724836 NOBLESVILLE IN 46060 SFD 7.375 6.500 $2,140.66 180
6731067 SAN JOSE CA 95130 SFD 6.875 6.500 $2,229.64 180
6742710 WAIMANALO HI 96795 SFD 6.750 6.483 $4,265.26 180
6743578 TUCSON AZ 85750 SFD 7.375 6.500 $3,311.72 180
6750925 COLORADO SPRINGS CO 80906 SFD 6.875 6.500 $2,675.56 180
6751390 MOUNT KISCO NY 10549 SFD 6.875 6.500 $1,302.11 180
6758500 BOULDER CO 80303 SFD 7.000 6.500 $3,177.36 180
6760376 EDINA MN 55439 SFD 7.250 6.500 $4,409.13 180
6761066 STERLING CO 80751 SFD 7.125 6.500 $875.03 180
6773207 LAS VEGAS NV 89120 SFD 7.250 6.500 $2,713.03 180
6774072 CAPE MAY POINT NJ 08204 SFD 7.500 6.500 $2,818.12 180
6777653 WACO TX 76705 SFD 7.375 6.500 $2,575.79 180
6779009 LIBERTYVILLE IL 60048 SFD 7.250 6.500 $3,121.99 180
6782123 COLORADO SPRINGS CO 80904 SFD 7.125 6.500 $4,209.99 180
6785490 KAMUELA HI 96743 SFD 7.375 6.500 $3,127.74 180
6791127 BOCA RATON FL 33431 SFD 6.875 6.500 $4,863.10 180
6801386 SAN FRANCISCO CA 94123 SFD 7.250 6.500 $8,462.24 180
6802814 LOS ANGELES CA 90049 LCO 7.125 6.500 $7,022.00 180
6811735 PUNTA GORDA FL 33950 SFD 7.125 6.500 $2,405.89 180
6814502 GREENSBORO NC 27455 SFD 7.000 6.500 $2,804.34 180
6814968 SAN DIEGO CA 92130 SFD 7.125 6.500 $2,536.33 180
6820636 OLD TAPPAN NJ 07675 SFD 7.125 6.500 $4,050.88 180
6824407 CORONADO CA 92118 HCO 7.000 6.500 $3,505.43 180
6826295 BETHESDA MD 20817 SFD 7.000 6.500 $4,584.02 180
6827184 AGOURA HILLS CA 91301 SFD 7.125 6.500 $2,155.88 180
6827880 COLUMBIA MD 21044 SFD 7.000 6.500 $2,516.72 180
6833095 ENGLEWOOD CO 80111 SFD 7.375 6.500 $2,286.70 180
6835106 FREDERICKSBURG TX 78624 SFD 6.750 6.483 $2,964.45 180
6839125 MINOT ND 58701 SFD 7.125 6.500 $2,279.98 180
6839523 CAREFREE AZ 85377 SFD 7.375 6.500 $2,713.77 180
6841237 ASPEN CO 81611 SFD 7.375 6.500 $8,647.28 180
6843758 CHANHASSEN MN 55331 SFD 7.125 6.500 $2,753.73 180
6844024 FRANKLIN LAKES NJ 07417 SFD 7.000 6.500 $6,291.80 180
6845350 VERADALE WA 99037 SFD 6.750 6.483 $4,008.64 180
6847375 FT MYERS FL 33908 SFD 7.250 6.500 $3,768.75 180
6848131 COTO DE CAZA CA 92679 PUD 7.125 6.500 $3,034.53 180
6849493 ASPEN CO 81611 SFD 7.250 6.500 $3,195.02 180
6853221 EDINA MN 55436 SFD 7.125 6.500 $9,057.86 180
6853243 SANDY UT 84092 SFD 7.125 6.500 $2,549.91 180
6853414 DULUTH MN 55806 SFD 7.375 6.500 $2,428.60 180
6854393 SANTA ROSA FL 32459 SFD 7.125 6.500 $4,529.16 180
6855376 DENVER CO 80202 HCO 7.250 6.500 $4,710.37 180
6856152 DENVER CO 80210 SFD 7.375 6.500 $2,428.60 180
6857367 HENDERSON NV 89014 SFD 7.375 6.500 $2,358.68 180
6862869 TIBURON CA 94920 SFD 7.375 6.500 $4,599.62 180
6864549 BELFAIR WA 98528 SFD 6.625 6.358 $3,950.97 180
6864587 ENGLEWOOD CO 80110 SFD 7.500 6.500 $8,376.25 180
6864593 LITTLETON CO 80121 SFD 7.500 6.500 $9,270.12 180
6865790 SAN DIEGO CA 92130 PUD 7.375 6.500 $2,612.58 180
6866722 WEST BLOOMFIELD MI 48324 SFD 7.250 6.500 $3,605.81 180
6870095 CAVE CREEK AZ 85331 SFD 7.125 6.500 $2,355.16 180
6879245 VENTNOR NJ 08406 SFD 7.750 6.500 $560.06 180
6879322 GOLDEN CO 80401 SFD 7.250 6.500 $1,584.73 180
6879838 GREENWICH CT 06831 SFD 6.875 6.500 $8,817.76 180
6880272 MIAMI FL 33156 SFD 7.250 6.500 $2,282.16 180
6881498 RANCHO MIRAGE CA 92270 SFD 6.750 6.483 $884.91 180
6882309 AVALON NJ 08202 SFD 7.000 6.500 $3,056.02 180
6882605 TUCSON AZ 85716 SFD 7.250 6.500 $2,629.05 180
6885000 CHINO HILLS CA 91709 PUD 7.375 6.500 $4,459.79 180
6885681 LOS ANGELES CA 90027 SFD 7.250 6.500 $2,966.80 180
6888977 SAN DIEGO CA 92109 LCO 7.375 6.500 $2,888.56 180
6889424 CORONADO CA 92718 HCO 7.125 6.500 $3,177.66 180
6889632 ST PAUL MN 55105 SFD 7.125 6.500 $3,179.47 180
6890410 LARGO FL 33777 PUD 7.000 6.500 $4,977.71 180
6891054 ISSAQUAH WA 98027 SFD 7.000 6.500 $2,426.84 180
6892184 ORONO MN 55356 SFD 6.750 6.483 $3,539.64 180
6894753 MORRISON CO 80465 SFD 7.250 6.500 $3,605.81 180
6894980 MINNETONKA MN 55305 SFD 6.875 6.500 $3,888.48 180
6895490 ARROYO GRANDE CA 93420 SFD 6.875 6.500 $2,452.60 180
6896000 LITTLE ROCK AR 72207 SFD 6.750 6.483 $2,654.73 180
6898437 SCOTTSDALE AZ 85255 SFD 7.250 6.500 $8,946.06 180
6899290 DENVER CO 80218 SFD 7.125 6.500 $4,724.36 180
6902005 CHINO CA 91709 SFD 6.750 6.483 $3,539.64 180
6902518 COLORADO SPRINGS CO 80906 SFD 7.375 6.500 $2,391.80 180
6903328 ARDEN HILLS MN 55112 SFD 7.000 6.500 $2,555.37 180
6904299 DES MOINES IA 50321 SFD 7.125 6.500 $2,500.09 180
6904316 TRINIDAD CA 95570 SFD 6.875 6.500 $2,825.17 180
6906751 TACOMA WA 98445 SFD 7.250 6.500 $885.48 180
6906826 BETHANY BEACH DE 19930 PUD 7.500 6.500 $6,335.67 180
6910230 WASHINGTON DC 20007 SFD 7.125 6.500 $9,058.31 180
6910408 OMAHA NE 68137 PUD 7.750 6.500 $3,492.13 180
6912248 DENVER CO 80206 SFD 7.000 6.500 $5,842.38 180
6914398 SCOTTSDALE AZ 85260 SFD 7.000 6.500 $3,100.96 180
6914805 VICTORVILLE CA 92392 SFD 7.375 6.500 $3,038.05 180
6914812 GRAND JUNCTION CO 81505 SFD 7.125 6.500 $2,744.67 180
6916208 PINE RIVER MN 56474 SFD 7.125 6.500 $3,170.41 180
6916375 NEWPORT BEACH CA 92666 SFD 6.875 6.500 $7,803.73 180
6916552 ST CHARLES IL 60175 SFD 7.125 6.500 $2,417.97 180
6916669 SCOTTSDALE AZ 85259 SFD 7.250 6.500 $3,164.90 180
6916934 LAGUNA NIGUEL CA 92677 PUD 7.000 6.500 $3,280.72 180
6917986 ROSS CA 94957 SFD 7.000 6.500 $2,606.60 180
6919221 STEVENSON RANCH CA 91381 PUD 7.250 6.500 $2,556.02 180
6920890 HUGO MN 55038 SFD 6.875 6.500 $3,170.54 180
6921616 STEAMBOAT SPRINGS CO 80477 SFD 7.250 6.500 $3,651.45 180
6922209 COLORADO SPRINGS CO 80906 SFD 7.375 6.500 $2,851.76 180
6923750 LAS VEGAS NV 89129 SFD 7.250 6.500 $2,972.28 180
6923991 EDEN PRAIRIE MN 55345 SFD 7.000 6.500 $3,756.20 180
6924790 PACIFIC GROVE CA 93950 SFD 7.000 6.500 $1,288.47 180
6924866 DARNESTOWN MD 20874 SFD 7.375 6.500 $3,098.30 180
6927022 STILLWATER MN 55082 SFD 6.875 6.500 $2,328.04 180
6927662 FRESNO CA 93711 PUD 7.250 6.500 $3,217.84 180
6928801 ASPEN CO 81611 LCO 7.250 6.500 $3,140.25 180
6929891 NORTHBROOK IL 60062 SFD 7.375 6.500 $2,355.00 180
6935396 WAYZATA MN 55391 PUD 7.000 6.500 $4,213.71 180
6936596 LAKEWOOD CO 80228 PUD 6.750 6.483 $2,662.34 180
6937470 MESA AZ 85205 SFD 7.250 6.500 $2,556.02 180
6937547 GLENBROOK NV 89413 SFD 6.625 6.358 $5,706.96 180
6937907 WASHINGTON TWP NJ 07675 LCO 7.000 6.500 $2,305.49 180
6939823 LUBBOCK TX 79416 SFD 7.000 6.500 $3,262.75 180
6942570 ENGLEWOOD CO 80110 SFD 7.375 6.500 $9,199.23 180
6943621 FLAGSTAFF AZ 86001 SFD 7.000 6.500 $4,098.66 180
6944929 OMAHA NE 68142 SFD 7.000 6.500 $2,912.20 180
6945355 LONGMEADOW MA 01106 SFD 7.375 6.500 $2,671.00 180
6945618 BOSTON MA 02110 LCO 7.000 6.500 $719.06 180
6946465 UNION KY 41091 SFD 7.125 6.500 $2,264.58 180
6947280 YUBA CITY CA 95993 SFD 6.875 6.500 $3,005.55 180
6947322 MILL VALLEY CA 94941 SFD 6.750 6.483 $5,234.24 180
6948200 ODESSA TX 79761 SFD 7.375 6.500 $2,897.76 180
6952718 SANTA MARIA CA 93455 PUD 6.875 6.500 $2,668.43 180
6955643 EVESHAM TWP NJ 08053 LCO 7.750 6.500 $1,445.80 180
6956527 REDWOOD CITY CA 94065 SFD 6.625 6.358 $3,187.12 180
6956652 HELENA MT 59601 SFD 6.750 6.483 $2,647.84 120
6959344 KIRKLAND WA 98033 LCO 6.875 6.500 $2,229.64 180
6959881 BRIGHTON MI 48114 SFD 7.125 6.500 $2,424.00 180
6969088 WASHINGTON DC 20009 PUD 6.750 6.483 $2,318.46 180
6970631 GREENSBORO NC 27410 SFD 6.750 6.483 $2,229.97 180
6971981 WILMINGTON NC 28405 SFD 7.125 6.500 $4,529.16 180
6979428 BISMARCK ND 58504 SFD 7.125 6.500 $2,536.33 180
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- -------- ----------- -------------- ------ --------- ---------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4637953 1-Jul-13 $350,000.00 58.58 0.250 0.017 0.000
4666915 1-Jul-13 $274,000.00 54.04 0.250 0.017 0.000
4690893 1-Jan-13 $387,631.33 59.83 0.250 0.017 0.733
4698253 1-Apr-13 $990,479.84 59.00 0.250 0.017 0.233
4703698 1-Feb-13 $308,162.33 78.25 0.250 0.017 0.608
4707555 1-Jun-13 $177,930.70 67.11 0.250 0.017 0.108
4712048 1-Jul-13 $523,600.00 79.99 0.250 0.017 0.108
4712458 1-May-13 $416,348.44 54.42 0.250 0.017 0.233
4716534 1-May-13 $261,280.97 70.13 GD 4YR 0.250 0.017 0.000
4722742 1-Jul-13 $400,000.00 45.98 0.250 0.017 0.108
4723145 1-Jun-13 $267,172.70 80.00 0.250 0.017 0.483
4725343 1-Jul-13 $420,000.00 67.74 0.250 0.017 0.233
4729324 1-Jul-13 $288,000.00 90.00 6 0.250 0.017 0.108
4730745 1-May-13 $476,995.13 78.69 0.250 0.017 0.358
4733521 1-Jun-13 $266,175.78 89.90 17 0.250 0.017 0.483
4734264 1-Jul-13 $713,650.00 65.00 0.250 0.017 0.108
4734376 1-Jul-13 $500,000.00 65.45 0.250 0.017 0.000
4734420 1-Jun-13 $263,130.27 76.74 0.250 0.017 0.000
4734437 1-Jul-13 $275,000.00 45.83 0.250 0.017 0.483
4736074 1-Jul-13 $256,500.00 65.77 0.250 0.017 0.483
4736688 1-Jul-13 $350,000.00 30.43 0.250 0.017 0.108
4737360 1-Jul-13 $298,000.00 69.82 0.250 0.017 0.108
4737526 1-Apr-13 $373,104.55 70.37 0.250 0.017 0.858
4738594 1-May-13 $189,268.15 68.53 0.250 0.017 0.000
4739250 1-May-13 $248,485.23 71.43 0.250 0.017 0.733
4740076 1-May-13 $313,006.58 79.35 0.250 0.017 0.233
4741196 1-May-13 $46,149.62 70.92 0.250 0.017 0.000
4742261 1-Jun-13 $323,940.80 37.14 0.250 0.017 0.000
4742365 1-May-13 $531,614.36 55.73 0.250 0.017 0.233
4742552 1-May-13 $127,514.09 80.00 0.250 0.017 0.608
4743768 1-Jun-13 $314,038.18 73.60 0.250 0.017 0.608
4744749 1-Jul-13 $300,000.00 80.00 0.250 0.017 0.233
4744877 1-Jul-13 $220,000.00 50.11 0.250 0.017 0.358
4745107 1-May-13 $377,595.23 56.72 0.250 0.017 0.233
4745213 1-May-13 $297,347.18 80.00 0.250 0.017 0.483
4745602 1-Dec-12 $273,235.80 71.43 0.250 0.017 0.608
4746149 1-Jul-13 $795,000.00 45.30 0.250 0.017 0.733
4746322 1-Apr-13 $38,636.63 52.00 0.250 0.017 0.483
4746866 1-May-13 $293,037.73 69.41 0.250 0.017 0.483
4747455 1-Jun-13 $302,982.19 79.99 0.250 0.017 0.733
4748277 1-Jun-13 $314,038.18 67.74 0.250 0.017 0.608
4748635 1-Jun-13 $300,080.93 72.53 0.250 0.017 0.608
4748750 1-Jun-13 $348,895.77 41.18 0.250 0.017 0.233
4749054 1-Jul-13 $400,000.00 45.10 0.250 0.017 0.000
4749940 1-May-13 $502,866.55 76.09 0.250 0.017 0.483
4750780 1-Jul-13 $241,000.00 46.35 0.250 0.017 0.108
4750901 1-May-13 $244,952.95 68.48 0.250 0.017 0.108
4750934 1-Jul-13 $255,780.00 64.59 0.250 0.017 0.358
4751119 1-Jul-13 $243,000.00 37.10 0.250 0.017 0.608
4751168 1-Jun-13 $368,832.68 74.75 0.250 0.017 0.233
4751299 1-Jun-13 $249,834.82 78.07 0.250 0.017 0.608
4751463 1-Jun-13 $319,022.92 69.57 0.250 0.017 0.608
4751843 1-Jul-13 $232,000.00 85.93 33 0.250 0.017 0.733
4752054 1-Jul-13 $350,000.00 50.36 0.250 0.017 0.000
4752489 1-May-13 $236,013.21 38.93 0.250 0.017 0.358
4753344 1-Jun-13 $487,490.48 63.92 0.250 0.017 0.483
4753403 1-Jun-13 $299,032.77 69.44 0.250 0.017 0.000
4753833 1-Jul-13 $83,000.00 72.17 0.250 0.017 0.983
4753999 1-Jul-13 $400,000.00 50.00 0.250 0.017 0.608
4754849 1-Jul-13 $500,000.00 62.89 GD 3YR 0.250 0.017 0.000
4755033 1-Jun-13 $348,883.71 70.00 0.250 0.017 0.108
4755093 1-Jul-13 $345,000.00 34.50 0.250 0.017 0.108
4756173 1-Jun-13 $472,233.79 67.86 0.250 0.017 0.733
4756186 1-Jun-13 $296,860.46 75.01 0.250 0.017 0.233
4756192 1-Jun-13 $299,053.52 74.63 0.250 0.017 0.233
4756464 1-Jun-13 $797,530.44 55.17 0.250 0.017 0.483
4756467 1-Jun-13 $83,746.31 45.65 0.250 0.017 0.733
4756758 1-Jun-13 $99,684.50 26.67 0.250 0.017 0.233
4756992 1-Jun-13 $299,083.98 75.00 0.250 0.017 0.608
4757017 1-Jul-13 $310,400.00 79.99 0.250 0.017 0.233
4757180 1-Jun-13 $396,744.33 79.60 0.250 0.017 0.233
4758003 1-May-13 $231,855.28 72.91 0.250 0.017 0.483
4758078 1-Jun-13 $293,301.31 84.07 17 0.250 0.017 0.000
4758346 1-Jul-13 $369,700.00 70.42 0.250 0.017 0.358
4758373 1-Jul-13 $326,000.00 74.09 0.250 0.017 0.358
4758658 1-Jun-13 $337,879.90 43.87 0.250 0.017 0.000
4758724 1-Jun-13 $271,169.47 37.26 0.250 0.017 0.608
4758748 1-Jul-13 $250,000.00 65.12 0.250 0.017 0.000
4758883 1-Jul-13 $355,000.00 57.72 0.250 0.017 0.358
4759002 1-Jul-13 $318,500.00 70.00 0.250 0.017 0.358
4759185 1-Jun-13 $414,729.78 80.00 0.250 0.017 0.608
4759250 1-Jun-13 $377,019.71 62.00 0.250 0.017 0.358
4759374 1-Jul-13 $249,550.00 89.13 17 0.250 0.017 0.358
4759562 1-Jun-13 $274,160.31 38.09 0.250 0.017 0.608
4760144 1-Jun-13 $584,110.68 67.36 0.250 0.017 0.000
4760405 1-Jul-13 $305,000.00 61.00 0.250 0.017 0.000
4760421 1-Apr-13 $304,368.91 80.00 0.250 0.017 0.233
4760598 1-Jun-13 $476,209.18 28.10 0.250 0.017 0.358
4760916 1-Jul-13 $262,000.00 69.87 0.250 0.017 0.108
4761412 1-Jul-13 $288,000.00 90.00 17 0.250 0.017 0.233
4761692 1-Jun-13 $834,244.91 44.04 0.250 0.017 0.608
4761977 1-Jul-13 $104,400.00 42.61 0.250 0.017 0.358
4761996 1-May-13 $559,551.30 58.34 0.250 0.017 0.608
4762155 1-Jul-13 $285,000.00 74.03 0.250 0.017 0.000
4762528 1-Jun-13 $284,110.57 66.28 0.250 0.017 0.358
4762774 1-Jun-13 $254,212.83 77.27 0.250 0.017 0.483
4763056 1-Jul-13 $320,000.00 50.00 0.250 0.017 0.358
4763164 1-Jul-13 $345,000.00 67.12 0.250 0.017 0.483
4764405 1-Jun-13 $299,043.18 60.00 0.250 0.017 0.108
4764548 1-May-13 $282,222.12 80.00 0.250 0.017 0.358
4764752 1-Jun-13 $997,012.87 58.82 0.250 0.017 0.858
4765135 1-Jul-13 $250,000.00 38.40 0.250 0.017 0.000
4765141 1-Jul-13 $242,000.00 67.22 0.250 0.017 0.483
4765233 1-May-13 $325,968.84 80.00 0.250 0.017 0.483
4765248 1-Jul-13 $296,000.00 79.57 0.250 0.017 0.233
4765298 1-Jul-13 $380,000.00 80.00 0.250 0.017 0.608
4765613 1-Jul-13 $240,000.00 20.87 0.250 0.017 0.483
4765642 1-Jul-13 $307,500.00 79.99 0.250 0.017 0.108
4765682 1-Jun-13 $299,043.18 75.00 0.250 0.017 0.108
4765740 1-Jul-13 $320,000.00 80.00 0.250 0.017 0.108
4765873 1-Jun-13 $99,577.03 60.06 0.250 0.017 1.108
4766199 1-Jun-13 $246,229.15 79.68 0.250 0.017 0.358
4766490 1-Jun-13 $254,212.83 67.11 0.250 0.017 0.483
4766536 1-Jun-13 $262,568.99 72.48 0.250 0.017 0.233
4766569 1-Jul-13 $545,000.00 68.13 0.250 0.017 0.233
4766571 1-Jun-13 $269,175.57 90.00 11 0.250 0.017 0.608
4766617 1-Jun-13 $295,644.52 63.10 0.250 0.017 0.608
4767392 1-Jul-13 $391,000.00 59.69 0.250 0.017 0.358
4767756 1-Jul-13 $540,000.00 57.45 0.250 0.017 0.000
4768031 1-Jul-13 $267,200.00 80.00 0.250 0.017 0.000
4768105 1-Jun-13 $262,196.95 50.58 0.250 0.017 0.608
4768134 1-Jul-13 $235,000.00 57.04 GD 3YR 0.250 0.017 0.000
4768295 1-Sep-12 $222,940.13 80.00 0.250 0.017 0.733
4768376 1-Jul-13 $307,000.00 74.88 0.250 0.017 0.483
4768512 1-Jul-13 $316,000.00 87.78 6 0.250 0.017 0.358
4768570 1-Jun-13 $329,299.76 80.00 0.250 0.017 0.000
4768937 1-Jul-13 $236,800.00 80.00 0.250 0.017 0.358
4768952 1-Jul-13 $297,500.00 70.00 0.250 0.017 0.108
4770250 1-Jun-13 $128,588.56 87.76 17 0.250 0.017 0.108
4770465 1-Jul-13 $270,000.00 60.00 0.250 0.017 0.608
4770507 1-Jul-13 $290,000.00 62.37 0.250 0.017 0.608
4770916 1-Jun-13 $264,163.94 69.74 0.250 0.017 0.233
4772361 1-Feb-13 $236,461.47 72.93 0.250 0.017 0.733
4772614 1-Jun-13 $280,621.50 79.07 0.250 0.017 0.358
4772692 1-Jul-13 $295,000.00 36.88 0.250 0.017 0.608
4772755 1-Jul-13 $290,000.00 70.73 0.250 0.017 0.000
4772967 1-Feb-13 $369,078.57 75.00 0.250 0.017 0.358
4772980 1-May-13 $314,618.04 79.99 0.250 0.017 0.358
4773322 1-Jun-13 $281,877.16 75.00 0.250 0.017 0.483
4773462 1-Jun-13 $256,223.83 69.46 0.250 0.017 0.733
4773649 1-Jul-13 $300,000.00 74.44 0.250 0.017 0.233
4773652 1-Jul-13 $285,000.00 69.51 0.250 0.017 0.000
4773666 1-Jul-13 $972,000.00 60.00 0.250 0.017 0.483
4773708 1-Jun-13 $672,983.68 64.29 0.250 0.017 0.858
4773869 1-Jul-13 $253,000.00 64.54 0.250 0.017 0.000
4773890 1-Jun-13 $498,422.53 66.67 0.250 0.017 0.233
4774133 1-Jul-13 $130,000.00 73.86 0.250 0.017 0.733
4774143 1-Jul-13 $414,900.00 49.10 0.250 0.017 0.233
4774309 1-Jun-13 $363,897.65 60.83 0.250 0.017 0.733
4774439 1-Jul-13 $301,000.00 60.20 0.250 0.017 0.483
4774855 1-Jul-13 $468,000.00 80.00 0.250 0.017 0.000
4775101 1-Jul-13 $236,000.00 78.67 0.250 0.017 0.108
4775113 1-Jun-13 $639,974.52 65.18 0.250 0.017 0.233
4775175 1-Jun-10 $268,818.51 48.47 0.250 0.017 0.483
4775548 1-Jul-13 $261,500.00 79.97 0.250 0.017 0.000
4776249 1-Jun-13 $271,830.25 67.50 0.250 0.017 0.108
4776543 1-Jun-13 $283,195.01 83.57 0.250 0.017 0.000
4776558 1-Jun-13 $348,883.72 46.67 0.250 0.017 0.108
4777187 1-Mar-13 $252,705.89 75.29 0.250 0.017 0.108
4777292 1-Apr-13 $332,236.66 70.63 0.250 0.017 0.000
4777385 1-Jul-13 $258,050.00 67.38 0.250 0.017 0.000
4777392 1-Jul-13 $282,750.00 53.07 0.250 0.017 0.000
4777406 1-May-13 $268,291.35 75.00 0.250 0.017 0.233
4777420 1-Dec-12 $229,883.59 72.69 0.250 0.017 0.608
4777428 1-Apr-13 $263,412.67 63.33 0.250 0.017 0.000
4778219 1-Jul-13 $240,000.00 75.00 0.250 0.017 0.233
4778255 1-Jun-13 $258,980.34 73.18 0.250 0.017 0.233
4778515 1-Jun-13 $259,170.76 80.00 0.250 0.017 0.108
4778612 1-Jun-13 $263,991.46 80.00 0.250 0.017 0.608
4778666 1-Jul-13 $248,100.00 63.83 0.250 0.017 0.233
4779346 1-Jun-13 $292,464.24 78.24 0.250 0.017 0.108
4779448 1-Jul-13 $325,000.00 77.38 0.250 0.017 0.358
4779510 1-Jul-13 $384,800.00 80.00 0.250 0.017 0.108
4779869 1-Jul-13 $300,000.00 60.61 0.250 0.017 0.233
4779873 1-Jul-13 $279,000.00 73.81 0.250 0.017 0.233
4779877 1-Jul-13 $272,750.00 80.00 0.250 0.017 0.108
4780175 1-Jul-13 $206,000.00 69.83 0.250 0.017 0.858
4780380 1-Jun-13 $498,473.30 74.07 0.250 0.017 0.608
4780729 1-Jul-13 $325,000.00 56.52 0.250 0.017 0.483
4780808 1-Jul-13 $500,000.00 83.61 6 0.250 0.017 0.358
4780879 1-Jul-13 $575,200.00 80.00 0.250 0.017 0.358
4781028 1-Jun-13 $139,381.79 45.16 0.250 0.017 0.858
4781143 1-Jun-13 $279,116.62 54.16 0.250 0.017 0.233
4781635 1-Jun-13 $254,412.20 80.00 0.250 0.017 0.483
4781849 1-Jul-13 $271,000.00 57.66 0.250 0.017 0.733
4781968 1-Jul-13 $268,000.00 67.00 0.250 0.017 0.000
4782029 1-Mar-13 $468,952.92 62.50 0.250 0.017 0.233
4782128 1-Jun-13 $330,941.12 80.00 0.250 0.017 0.108
4782194 1-Jun-13 $236,260.37 76.45 0.250 0.017 0.358
4782292 1-Jul-13 $360,000.00 69.90 0.250 0.017 0.233
4782596 1-Jun-13 $357,231.65 57.34 0.250 0.017 0.358
4782600 1-Jun-13 $631,024.53 55.53 0.250 0.017 0.358
4782602 1-Jun-13 $340,099.94 74.99 0.250 0.017 0.000
4782882 1-Jun-13 $154,521.52 79.49 0.250 0.017 0.483
4783313 1-Jul-13 $365,000.00 69.52 0.250 0.017 0.233
4783649 1-Jun-13 $497,408.50 76.77 0.250 0.017 0.108
4783906 1-Jun-13 $470,644.14 67.26 0.250 0.017 0.108
4783936 1-Jul-13 $250,000.00 40.32 0.250 0.017 0.483
4784566 1-Jun-13 $647,949.29 52.00 0.250 0.017 0.233
4784992 1-Jul-13 $717,000.00 59.75 0.250 0.017 0.000
4785043 1-Jun-13 $645,412.40 70.00 0.250 0.017 0.000
4785073 1-Jul-13 $300,000.00 75.19 0.250 0.017 0.358
4785296 1-Jul-13 $239,700.00 69.48 0.250 0.017 0.108
4786002 1-Jul-13 $532,000.00 80.00 0.250 0.017 0.108
4786229 1-Jul-13 $298,000.00 45.78 0.250 0.017 0.483
4786484 1-Jun-13 $348,919.57 73.68 0.250 0.017 0.483
4786621 1-Jun-13 $284,110.57 57.00 0.250 0.017 0.358
4786645 1-Jul-13 $300,000.00 62.50 0.250 0.017 0.108
4787443 1-Jul-13 $375,000.00 60.98 0.250 0.017 0.483
4787451 1-Jul-13 $537,000.00 60.68 0.250 0.017 0.233
4787521 1-Jun-13 $399,236.44 90.00 33 0.250 0.017 0.233
4788194 1-Jun-13 $278,618.20 69.88 0.250 0.017 0.233
4788221 1-Jul-13 $300,000.00 80.00 0.250 0.017 0.233
4788250 1-Jun-13 $298,224.87 77.71 0.250 0.017 0.000
4788264 1-Jun-13 $232,771.29 58.38 0.250 0.017 0.358
4788320 1-Jul-13 $260,000.00 57.14 0.250 0.017 0.483
4788689 1-Jul-13 $258,400.00 68.91 0.250 0.017 0.483
4788733 1-Jul-13 $337,500.00 79.79 0.250 0.017 0.233
4788815 1-Jul-13 $76,000.00 47.50 0.250 0.017 0.358
4789189 1-Jul-13 $400,000.00 59.26 0.250 0.017 0.358
4789302 1-Jun-13 $289,085.07 45.31 0.250 0.017 0.233
4789311 1-May-13 $270,315.61 80.00 0.250 0.017 0.483
4789497 1-Jun-13 $423,702.31 70.83 0.250 0.017 0.608
4789502 1-May-13 $374,715.73 54.86 0.250 0.017 0.000
4789504 1-Jun-13 $280,151.35 62.44 0.250 0.017 0.733
4789509 1-May-13 $269,339.97 72.07 0.250 0.017 0.608
4790268 1-May-13 $270,369.84 86.35 0.250 0.017 0.858
4790285 1-Jun-13 $608,075.48 61.00 0.250 0.017 0.233
4790286 1-Jun-13 $673,005.76 67.50 0.250 0.017 0.983
4790289 1-Jun-13 $317,971.52 76.87 0.250 0.017 0.000
4790295 1-Jul-13 $307,650.00 70.00 0.250 0.017 0.000
4790314 1-Jun-13 $328,958.87 67.35 0.250 0.017 0.233
4790483 1-May-13 $327,978.56 59.25 0.250 0.017 0.608
4790496 1-Jun-13 $291,078.75 54.07 0.250 0.017 0.233
4790505 1-Jun-13 $328,437.66 79.21 0.250 0.017 0.000
4790867 1-Jul-13 $140,000.00 66.67 0.250 0.017 0.733
4790927 1-May-13 $258,318.76 74.29 0.250 0.017 0.000
4790969 1-Jul-13 $361,000.00 66.24 0.250 0.017 0.483
4791359 1-Jul-13 $195,000.00 65.00 0.250 0.017 0.858
4791516 1-May-13 $447,152.26 65.22 0.250 0.017 0.233
4791640 1-Jul-13 $285,000.00 75.00 0.250 0.017 0.000
4792291 1-Jul-13 $496,800.00 80.00 0.250 0.017 0.108
4792685 1-Jun-13 $254,204.19 79.69 0.250 0.017 0.358
4792778 1-Jun-13 $300,050.37 79.21 0.250 0.017 0.233
4792782 1-Jun-13 $309,032.55 68.89 0.250 0.017 0.358
4792794 1-Jun-13 $281,518.68 80.00 0.250 0.017 0.358
4792798 1-Jun-13 $249,186.47 83.33 33 0.250 0.017 0.358
4792806 1-Jun-13 $306,540.35 76.88 0.250 0.017 0.358
4793143 1-Jul-13 $450,000.00 51.72 0.250 0.017 0.000
4793334 1-May-13 $377,621.14 65.80 0.250 0.017 0.358
4793659 1-Jun-13 $290,570.29 77.73 0.250 0.017 0.108
4793666 1-Jun-13 $342,949.63 62.55 0.250 0.017 0.608
4793676 1-Jun-13 $258,217.79 79.20 0.250 0.017 0.733
4794556 1-Jun-13 $360,870.27 65.82 0.250 0.017 0.358
4795299 1-Jul-13 $400,000.00 76.92 0.250 0.017 0.358
4795835 1-Jul-13 $256,000.00 80.00 0.250 0.017 0.000
4795896 1-Jun-13 $528,309.63 54.92 0.250 0.017 0.108
4795908 1-Jul-13 $423,000.00 47.80 0.250 0.017 0.108
4795922 1-Jun-13 $249,219.80 67.57 0.250 0.017 0.358
4795988 1-Jun-13 $264,208.42 75.71 0.250 0.017 0.858
4797830 1-Jun-13 $647,993.48 65.00 0.250 0.017 0.483
4798221 1-Apr-13 $120,825.99 71.76 0.250 0.017 0.108
4799221 1-Jun-13 $274,132.39 73.33 0.250 0.017 0.233
4799245 1-May-13 $283,987.74 89.28 1 0.250 0.017 0.858
4799254 1-May-13 $357,571.92 79.99 0.250 0.017 0.483
4799271 1-May-13 $295,757.09 69.37 0.250 0.017 0.483
4799289 1-Jun-13 $240,264.13 66.94 0.250 0.017 0.608
4799302 1-Jul-13 $598,500.00 75.28 0.250 0.017 0.233
4799307 1-Jul-13 $232,000.00 80.00 0.250 0.017 0.233
4799309 1-Jul-13 $236,000.00 80.00 0.250 0.017 0.608
4799527 1-Jul-13 $899,500.00 70.00 0.250 0.017 0.000
4800249 1-Jun-13 $298,156.35 75.00 0.250 0.017 0.233
4800285 1-May-13 $318,039.82 80.00 0.250 0.017 0.608
4800300 1-Jun-13 $328,981.30 66.00 0.250 0.017 0.483
4800306 1-May-13 $265,310.35 54.49 0.250 0.017 0.233
4800327 1-Jun-13 $314,992.16 80.00 0.250 0.017 0.108
4800336 1-Jun-13 $336,423.59 74.50 0.250 0.017 0.108
4800350 1-May-13 $269,700.99 75.39 0.250 0.017 0.358
4800362 1-Jun-13 $283,094.22 74.74 0.250 0.017 0.108
4800374 1-May-13 $245,967.33 75.00 0.250 0.017 0.483
4800621 1-May-13 $259,401.23 74.68 0.250 0.017 0.608
4800675 1-Jun-13 $309,011.30 55.86 0.250 0.017 0.108
4800787 1-May-13 $328,683.86 80.00 0.250 0.017 0.108
4800830 1-May-13 $328,905.33 45.97 0.250 0.017 0.233
4800859 1-Jun-13 $335,959.70 51.45 0.250 0.017 0.483
4800909 1-Jun-13 $284,110.57 71.25 0.250 0.017 0.358
4800948 1-May-13 $496,801.47 45.45 0.250 0.017 0.108
4800964 1-Jun-13 $259,170.77 78.08 0.250 0.017 0.108
4800985 1-Jun-08 $274,394.41 50.18 0.250 0.017 0.108
4800996 1-Jun-13 $245,622.63 77.97 0.250 0.017 0.233
4801322 1-Jul-13 $299,000.00 76.08 0.250 0.017 0.358
4801330 1-Jun-13 $284,081.14 70.02 0.250 0.017 0.000
4803204 1-Jun-13 $259,206.12 48.15 0.250 0.017 0.608
4805044 1-Jul-13 $398,000.00 56.86 0.250 0.017 0.533
4817522 1-Jul-13 $546,000.00 57.47 0.250 0.017 0.483
6360194 1-Jul-13 $172,500.00 28.28 0.250 0.017 0.000
6447802 1-May-13 $299,570.87 80.00 0.250 0.017 0.233
6452918 1-Apr-13 $253,456.19 79.19 0.250 0.017 0.000
6478087 1-May-13 $710,426.12 65.00 0.250 0.017 0.108
6491701 1-Jun-13 $234,258.58 65.28 0.250 0.017 0.233
6492657 1-May-13 $316,946.55 80.00 0.250 0.017 0.608
6495925 1-Jun-13 $381,231.25 76.50 0.250 0.017 0.233
6512577 1-Jun-13 $398,724.25 57.14 0.250 0.017 0.108
6573612 1-Jun-13 $647,926.91 65.00 0.250 0.017 0.108
6592592 1-Jul-13 $414,500.00 79.99 0.250 0.017 0.000
6626493 1-May-13 $246,396.34 80.00 0.250 0.017 0.000
6661749 1-Jun-13 $234,274.56 42.73 0.250 0.017 0.483
6669596 1-Apr-13 $272,353.66 68.75 0.250 0.017 0.108
6671914 1-Apr-13 $570,059.76 57.55 0.250 0.017 0.233
6689544 1-May-13 $261,295.56 55.96 0.250 0.017 0.108
6703093 1-Apr-13 $472,580.21 48.22 0.250 0.017 0.233
6705168 1-Apr-13 $346,703.66 50.72 0.250 0.017 0.358
6707775 1-Apr-13 $419,015.91 48.07 0.250 0.017 0.358
6721587 1-May-13 $645,930.91 65.00 0.250 0.017 0.358
6724836 1-May-13 $231,274.59 87.48 6 0.250 0.017 0.608
6731067 1-Jun-13 $249,202.65 64.94 0.250 0.017 0.108
6742710 1-May-13 $478,883.24 79.02 0.250 0.017 0.000
6743578 1-Jul-13 $360,000.00 40.00 0.250 0.017 0.608
6750925 1-May-13 $298,080.90 75.00 0.250 0.017 0.108
6751390 1-Jun-13 $145,534.35 50.34 0.250 0.017 0.108
6758500 1-May-13 $351,262.94 70.00 0.250 0.017 0.233
6760376 1-Jun-13 $481,509.00 60.38 0.250 0.017 0.483
6761066 1-Jun-13 $96,298.53 70.00 0.250 0.017 0.358
6773207 1-Jun-13 $296,282.55 60.65 0.250 0.017 0.483
6774072 1-Jun-13 $303,081.88 80.00 0.250 0.017 0.733
6777653 1-May-13 $275,845.72 31.96 0.250 0.017 0.608
6779009 1-Jun-13 $340,944.26 51.04 0.250 0.017 0.483
6782123 1-Jun-13 $463,314.55 66.87 0.250 0.017 0.358
6785490 1-Jun-13 $338,961.84 65.07 0.250 0.017 0.608
6791127 1-May-13 $541,791.84 80.00 0.250 0.017 0.108
6801386 1-May-13 $920,303.22 14.05 0.250 0.017 0.483
6802814 1-Jun-13 $772,780.75 80.00 0.250 0.017 0.358
6811735 1-Jun-13 $264,771.11 80.00 0.250 0.017 0.358
6814502 1-May-13 $309,924.99 71.72 0.250 0.017 0.233
6814968 1-May-13 $278,247.15 50.91 0.250 0.017 0.358
6820636 1-Jun-13 $445,804.37 80.00 0.250 0.017 0.358
6824407 1-Jun-13 $388,769.57 52.70 0.250 0.017 0.233
6826295 1-May-13 $505,994.47 62.58 0.250 0.017 0.233
6827184 1-Apr-13 $235,758.48 39.67 0.250 0.017 0.358
6827880 1-Jun-13 $279,116.61 80.00 0.250 0.017 0.233
6833095 1-May-13 $247,052.34 65.41 0.250 0.017 0.608
6835106 1-May-13 $332,602.49 67.00 0.250 0.017 0.000
6839125 1-Jun-13 $250,914.49 94.98 33 0.250 0.017 0.358
6839523 1-Jun-13 $294,099.25 29.50 0.250 0.017 0.608
6841237 1-May-13 $934,241.96 48.21 0.250 0.017 0.608
6843758 1-Jun-13 $303,051.27 80.00 0.250 0.017 0.358
6844024 1-May-13 $695,570.18 53.85 0.250 0.017 0.233
6845350 1-May-13 $450,070.76 69.69 0.250 0.017 0.000
6847375 1-May-13 $410,293.40 68.81 0.250 0.017 0.483
6848131 1-Jul-13 $335,000.00 54.03 0.250 0.017 0.358
6849493 1-Jun-13 $348,919.56 25.00 0.250 0.017 0.483
6853221 1-Jun-13 $996,829.34 55.55 0.250 0.017 0.358
6853243 1-Jun-13 $280,621.50 58.34 0.250 0.017 0.358
6853414 1-Jun-13 $263,193.90 80.00 0.250 0.017 0.608
6854393 1-May-13 $496,869.92 76.92 0.250 0.017 0.358
6855376 1-Jul-13 $516,000.00 80.00 0.250 0.017 0.483
6856152 1-Jun-13 $263,193.90 61.40 0.250 0.017 0.608
6857367 1-Jun-13 $255,617.11 68.37 0.250 0.017 0.608
6862869 1-May-13 $496,937.21 35.71 0.250 0.017 0.608
6864549 1-Jul-13 $450,000.00 51.43 0.250 0.017 0.000
6864587 1-Jul-13 $903,575.00 69.51 0.250 0.017 0.733
6864593 1-Jul-13 $1,000,000.00 55.56 0.250 0.017 0.733
6865790 1-Jun-13 $283,132.84 68.93 0.250 0.017 0.608
6866722 1-Jun-13 $393,780.65 73.42 0.250 0.017 0.483
6870095 1-Jun-13 $259,188.59 36.36 0.250 0.017 0.358
6879245 1-Jun-13 $59,324.21 50.00 0.250 0.017 0.983
6879322 1-Jun-13 $173,064.10 70.00 0.250 0.017 0.483
6879838 1-Jun-13 $985,546.67 30.90 0.250 0.017 0.108
6880272 1-Jun-13 $249,228.26 64.94 0.250 0.017 0.483
6881498 1-Jun-13 $99,577.59 62.50 0.250 0.017 0.000
6882309 1-Jul-13 $340,000.00 53.97 0.250 0.017 0.233
6882605 1-Jun-13 $287,110.95 80.00 0.250 0.017 0.483
6885000 1-Jun-13 $483,319.71 79.99 0.250 0.017 0.608
6885681 1-Jul-13 $325,000.00 48.36 0.250 0.017 0.483
6888977 1-Jun-13 $313,041.23 70.56 0.250 0.017 0.608
6889424 1-Jun-13 $349,705.22 80.00 0.250 0.017 0.358
6889632 1-Jun-13 $349,904.59 74.68 0.250 0.017 0.358
6890410 1-Jun-13 $552,052.79 79.99 0.250 0.017 0.233
6891054 1-Jun-13 $269,148.16 60.00 0.250 0.017 0.233
6892184 1-Jun-13 $398,710.36 53.69 0.250 0.017 0.000
6894753 1-Jul-13 $395,000.00 76.62 0.250 0.017 0.483
6894980 1-Jul-13 $436,000.00 80.00 0.250 0.017 0.108
6895490 1-Jun-13 $274,122.92 62.50 0.250 0.017 0.108
6896000 1-Jun-13 $299,032.77 25.00 0.250 0.017 0.000
6898437 1-Jun-13 $976,974.77 70.00 0.250 0.017 0.483
6899290 1-Jun-13 $519,922.34 68.18 0.250 0.017 0.358
6902005 1-Jul-13 $400,000.00 76.19 0.250 0.017 0.000
6902518 1-Jun-13 $259,206.12 60.47 0.250 0.017 0.608
6903328 1-Jun-13 $283,403.05 84.87 17 0.250 0.017 0.233
6904299 1-Jun-13 $275,138.66 80.00 0.250 0.017 0.358
6904316 1-Jun-13 $315,764.69 59.77 0.250 0.017 0.108
6906751 1-Jun-13 $96,700.56 64.24 0.250 0.017 0.483
6906826 1-Jul-13 $683,450.00 37.04 0.250 0.017 0.733
6910230 1-Jun-13 $996,879.19 62.50 0.250 0.017 0.358
6910408 1-Jun-13 $369,903.91 70.00 0.250 0.017 0.983
6912248 1-Jul-13 $650,000.00 51.18 0.250 0.017 0.233
6914398 1-Jun-13 $343,911.54 57.50 0.250 0.017 0.233
6914805 1-Jun-13 $329,241.61 88.07 33 0.250 0.017 0.608
6914812 1-Jun-13 $302,054.39 46.62 0.250 0.017 0.358
6916208 1-Jul-13 $350,000.00 76.09 0.250 0.017 0.358
6916375 1-Jun-13 $872,209.29 35.00 0.250 0.017 0.108
6916552 1-Jun-13 $266,100.95 74.15 0.250 0.017 0.358
6916669 1-Jun-13 $345,629.75 54.17 0.250 0.017 0.483
6916934 1-Jun-13 $363,848.45 59.25 0.250 0.017 0.233
6917986 1-Jul-13 $290,000.00 41.02 0.250 0.017 0.233
6919221 1-Jun-13 $279,135.65 69.14 0.250 0.017 0.483
6920890 1-Jun-13 $354,366.18 74.84 0.250 0.017 0.108
6921616 1-Jun-13 $398,765.22 66.67 0.250 0.017 0.483
6922209 1-Jun-13 $309,053.45 79.49 0.250 0.017 0.608
6923750 1-Jun-13 $324,594.89 67.83 0.250 0.017 0.483
6923991 1-Jun-13 $416,581.55 70.00 0.250 0.017 0.233
6924790 1-Jun-13 $142,897.74 26.55 0.250 0.017 0.233
6924866 1-Jun-13 $335,771.62 80.00 0.250 0.017 0.608
6927022 1-Jun-13 $260,201.47 76.77 0.250 0.017 0.108
6927662 1-Jun-13 $351,411.85 75.00 0.250 0.017 0.483
6928801 1-Jul-13 $344,000.00 80.00 0.250 0.017 0.483
6929891 1-Jul-13 $256,000.00 34.59 0.250 0.017 0.608
6935396 1-Jun-13 $467,320.96 78.02 0.250 0.017 0.233
6936596 1-Jun-13 $299,890.00 70.00 0.250 0.017 0.000
6937470 1-Jul-13 $280,000.00 80.00 0.250 0.017 0.483
6937547 1-Jun-13 $647,881.58 64.68 0.250 0.017 0.000
6937907 1-Jul-13 $256,500.00 75.00 0.250 0.017 0.233
6939823 1-Jun-13 $361,854.75 63.68 0.250 0.017 0.233
6942570 1-Jun-13 $996,946.60 66.67 0.250 0.017 0.608
6943621 1-Jul-13 $456,000.00 80.00 0.250 0.017 0.233
6944929 1-Jun-13 $322,977.80 80.00 0.250 0.017 0.233
6945355 1-Jun-13 $289,463.44 79.11 0.250 0.017 0.608
6945618 1-Jul-13 $80,000.00 38.55 0.250 0.017 0.233
6946465 1-Jun-13 $249,219.80 50.00 0.250 0.017 0.358
6947280 1-Jul-13 $337,000.00 67.40 0.250 0.017 0.108
6947322 1-Jul-13 $591,500.00 70.00 0.250 0.017 0.000
6948200 1-Jun-13 $314,038.18 90.00 17 0.250 0.017 0.608
6952718 1-Jul-13 $299,200.00 80.00 0.250 0.017 0.108
6955643 1-Jun-13 $153,146.20 79.79 0.250 0.017 0.983
6956527 1-Jul-13 $363,000.00 66.85 0.250 0.017 0.000
6956652 1-Jun-08 $229,049.29 67.82 0.250 0.017 0.000
6959344 1-Jul-13 $250,000.00 31.29 0.250 0.017 0.108
6959881 1-Jul-13 $267,600.00 66.90 0.250 0.017 0.358
6969088 1-Jul-13 $262,000.00 69.87 0.250 0.017 0.000
6970631 1-Jul-13 $252,000.00 80.00 0.250 0.017 0.000
6971981 1-Jul-13 $500,000.00 78.86 0.250 0.017 0.358
6979428 1-Jul-13 $280,000.00 80.00 0.250 0.017 0.358
</TABLE>
$156,069,820.49
COUNT: 442
WAC: 7.083796253
WAM: 178.790607
WALTV: 65.35203956
<PAGE>
EXHIBIT F-2B
[Schedule of Pool II Mortgage Loans Serviced by Norwest Mortgage
in Frederick, Maryland]
NASCOR
NMI / 1998-19 Exhibit F-2
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
------ ---- ----- ---- ---- ---- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4643427 DAVIS CA 95616 SFD 7.875 6.75 3444.08 360
4657390 DANA POINT CA 92629 SFD 7.65 6.75 3263.77 360
4687503 DUCK KEY FL 33050 LCO 7.625 6.75 914.83 360
4706284 KINGS POINT NY 11023 SFD 7.5 6.75 4020.48 360
4707959 ELLICOTT CITY MD 21042 SFD 7.25 6.75 4178.33 360
4708934 CAPE GIRARDEAU MO 63701 SFD 7.5 6.75 1734.05 360
4715684 MIAMI FL 33133 SFD 7.5 6.75 5628.68 360
4721681 SADDLE RIVER NJ 7458 SFD 7.625 6.75 2229.56 360
4726751 SANTA ROSA CA 95404 SFD 7.625 6.75 1953.52 360
4727898 BYFIELD MA 1922 SFD 7.625 6.75 1745.33 300
4729412 PATASKALA OH 43062 SFD 7.375 6.75 2624.57 360
4732612 WARRINGTON TOWNSHIP PA 18914 SFD 7.875 6.75 1923.97 360
4733666 BRONXVILLE NY 10708 SFD 7.625 6.75 2293.26 360
4734244 GLASTONBURY CT 6033 SFD 7.625 6.75 2774.55 360
4735308 LAYTONSVILLE MD 20882 SFD 7.5 6.75 2125.61 360
4736843 FAIR HAVEN NJ 7704 SFD 6.75 6.483 2568.45 360
4744565 MANHASSET HILLS NY 11040 SFD 7.25 6.75 1627 360
4745179 VADNAIS HEIGHTS MN 55127 SFD 7.375 6.75 1876.56 360
4746108 MIDDLETOWN RI 2842 SFD 7.625 6.75 2627.33 360
4750062 ATLANTA GA 30306 SFD 7.5 6.75 1662.04 360
4750299 MAMARONECK NY 10538 SFD 7.875 6.75 3415.08 360
4750640 ANNAPOLIS MD 21401 SFD 7.25 6.75 1719.09 360
4750723 PENFIELD NY 14526 SFD 6.875 6.608 1512.91 360
4750746 CHADDS FORD PA 19317 SFD 7.25 6.75 1809.14 360
4751198 NEW YORK NY 10013 COP 7 6.733 2661.21 360
4751728 NORTH CALDWELL NJ 7006 SFD 7.625 6.75 2335.72 360
4752085 OAKDALE MN 55128 SFD 7.25 6.75 1279.77 360
4752525 UPPER SADDLE RIVER NJ 7458 SFD 7.625 6.75 2562.21 360
4752536 WARREN OH 44484 SFD 7 6.733 2594.68 360
4754296 BRIARCLIFF MANOR NY 10510 SFD 7.375 6.75 3453.38 360
4755154 YPSILANTI MI 48197 SFD 7.75 6.75 788.06 360
4755588 NORTH READING MA 1864 SFD 7.5 6.75 1922.84 360
4756293 STILLWATER OK 74074 SFD 7.375 6.75 2417.36 360
4756321 HONOLULU HI 96825 SFD 7.125 6.75 3200.16 360
4756324 LAGUNA NAGUEL CA 92677 SFD 7.875 6.750 $3,363.60 360
4756443 POWELL OH 43065 SFD 7.500 6.750 $1,643.15 360
4756448 SALT LAKE CITY UT 84121 SFD 7.500 6.750 $2,031.22 360
4756462 LIVINGSTON TOWNSHIP NJ 07039 SFD 7.250 6.750 $4,393.22 360
4756741 YORKTOWN HEIGHTS NY 10598 SFD 7.625 6.750 $1,715.70 360
4757210 LITTLE ROCK AR 72211 SFD 7.375 6.750 $3,453.38 360
4757591 MILLBURN TOWNSHIP NJ 07078 SFD 7.500 6.750 $3,022.71 360
4757916 FOUNTAIN HILLS AZ 85268 SFD 7.750 6.750 $2,048.94 360
4758138 BENTONVILLE AR 72712 SFD 7.250 6.750 $1,671.33 360
4758878 UPPER SADDLE RIVER NJ 07458 SFD 7.625 6.750 $2,123.38 360
4758962 CAMARILLO CA 93012 SFD 7.375 6.750 $1,788.85 360
4758999 OSSINING NY 10562 LCO 7.375 6.750 $2,279.23 360
4759016 CORBIN KY 40701 SFD 7.500 6.750 $1,769.01 360
4759021 EAST BRUNSWICK NJ 08816 LCO 8.125 6.750 $308.88 360
4759101 WALPOLE MA 02081 SFD 7.500 6.750 $1,922.84 360
4759263 INDEPENDENCE MN 55373 SFD 7.250 6.750 $2,302.35 360
4759289 CENTREVILLE VA 20121 SFD 7.750 6.750 $1,970.14 360
4759625 CREVE COEUR MO 63141 SFD 7.500 6.750 $2,237.49 360
4759865 WESTPORT CT 06880 SFD 7.500 6.750 $3,426.15 360
4759871 MERRICK NY 11566 SFD 7.000 6.733 $1,676.56 360
4760115 NORWALK CT 06850 SFD 7.500 6.750 $2,145.89 360
4761542 BOSTON MA 02116 SFD 7.375 6.750 $3,418.84 360
4761689 SAN JOSE CA 95132 SFD 7.500 6.750 $2,394.11 360
4762231 OLYMPIA WA 98502 SFD 7.250 6.750 $2,220.48 360
4762254 MENLO PARK CA 94025 SFD 6.875 6.608 $3,941.58 360
4762828 COLUMBIA MD 21045 SFD 7.500 6.750 $699.21 360
4762991 MOUNT AIRY MD 21771 SFD 7.625 6.750 $2,123.38 360
4763533 KATONAH NY 10536 SFD 7.625 6.750 $1,911.04 360
4764658 LAKE ST LOUIS MO 63367 SFD 7.500 6.750 $2,097.64 360
4764809 ATLANTA GA 30327 SFD 7.125 6.750 $2,499.50 360
4765073 APTOS CA 95003 SFD 7.600 6.750 $2,875.14 360
4765234 SOMERSET NJ 08873 SFD 7.500 6.750 $2,335.38 360
4765377 AUSTIN TX 78733 SFD 7.375 6.750 $2,314.11 360
4765437 MUTTONTOWN NY 11791 SFD 7.125 6.750 $2,863.30 360
4765469 ST LOUIS MO 63105 SFD 7.500 6.750 $2,036.81 360
4765813 EAGAN MN 55123 SFD 7.375 6.750 $1,759.15 360
4765923 SAN RAFAEL CA 94901 SFD 7.125 6.750 $4,586.68 360
4766322 INDIANAPOLIS IN 46220 SFD 7.625 6.750 $1,673.93 360
4767141 ELMHURST IL 60126 SFD 7.375 6.750 $2,072.03 360
4767171 CLAYTON CA 94517 SFD 7.250 6.750 $1,637.23 360
4767972 SOUTH LYON MI 48178 SFD 7.125 6.750 $1,111.64 360
4768394 BUCHANAN VA 24066 SFD 7.875 6.750 $1,957.69 360
4768819 REDMOND WA 98053 SFD 7.750 6.750 $2,051.09 360
4769230 SUISUN CITY CA 94585 SFD 7.375 6.750 $2,458.81 360
4769380 SOLVANG CA 93463 SFD 7.375 6.750 $1,961.52 360
4769734 LOS ANGELES CA 90066 SFD 7.250 6.750 $1,910.10 360
4770238 RAMONA CA 92065 SFD 7.750 6.750 $1,694.31 360
4770636 YORBA LINDA CA 92686 SFD 7.500 6.750 $1,748.04 360
4770657 SALT LAKE CITY UT 84108 SFD 7.500 6.750 $2,587.09 360
4771065 SEARINGTOWN NY 11507 SFD 7.875 6.750 $1,885.19 360
4771103 ANNAPOLIS MD 21401 SFD 7.375 6.750 $1,749.49 360
4771841 POUND RIDGE NY 10576 SFD 7.750 6.750 $3,679.49 360
4772187 CAMPBELL CA 95008 SFD 7.625 6.750 $1,964.49 360
4772379 OAKTON VA 22124 SFD 7.000 6.733 $1,660.60 360
4772556 SOUTH SALEM NY 10590 SFD 7.500 6.750 $1,748.04 360
4772563 LOS ANGELES CA 90077 LCO 7.750 6.750 $3,059.09 360
4772770 DUVALL WA 98019 SFD 7.000 6.733 $1,724.17 360
4772780 MILL NECK NY 11765 SFD 7.875 6.750 $3,752.23 360
4773078 HERNDON VA 20171 SFD 7.250 6.750 $1,875.99 360
4773373 BETHESDA MD 20817 SFD 7.125 6.750 $4,076.00 360
4773417 BOULDER CREEK CA 95006 SFD 7.500 6.750 $1,783.00 360
4773554 EUGENE OR 97405 SFD 7.250 6.750 $1,896.45 360
4774278 LITTLETON CO 80124 SFD 7.500 6.750 $1,866.20 360
4774636 MEMPHIS TN 38119 SFD 7.375 6.750 $1,917.31 360
4774651 LAYTONSVILLE MD 20882 SFD 7.125 6.750 $1,091.43 360
4774686 LIVERMORE CA 94550 SFD 7.500 6.750 $1,664.14 360
4774929 DIX HILLS NY 11746 SFD 7.875 6.750 $3,543.78 360
4774996 DUXBURY MA 02332 SFD 7.500 6.750 $2,622.06 360
4775092 SNELLVILLE GA 30278 SFD 7.375 6.750 $1,657.62 360
4775198 LAKE ARROWHEAD CA 92325 SFD 7.375 6.750 $2,037.49 360
4775343 PARAMUS NJ 07652 SFD 7.500 6.750 $2,735.33 360
4775358 FOREST HILLS NY 11375 SFD 7.625 6.750 $2,123.38 360
4775364 FOREST HILLS NY 11375 SFD 7.625 6.750 $1,955.28 360
4775472 SAN ANTONIO TX 78209 SFD 7.125 6.750 $2,231.36 360
4775631 SAN JOSE CA 95125 SFD 7.625 6.750 $2,180.01 360
4775657 OSSINING NY 10562 LCO 7.500 6.750 $1,873.06 360
4775856 THEODORE AL 36582 SFD 7.125 6.750 $2,450.66 360
4776007 GARDEN CITY NY 11530 SFD 7.625 6.750 $2,017.21 360
4776239 SEATTLE WA 98155 SFD 7.000 6.733 $1,715.15 360
4776270 ALEDO TX 76126 SFD 7.750 6.750 $3,988.99 360
4776624 OLYMPIA WA 98502 SFD 7.250 6.750 $3,001.58 360
4776962 MOUNT ARLINGTON NJ 07856 SFD 7.500 6.750 $2,223.51 360
4777237 MILL VALLEY CA 94941 SFD 7.625 6.750 $2,406.50 360
4777274 HARTSDALE NY 10530 SFD 7.375 6.750 $1,765.37 360
4777354 SCOTTS VALLEY CA 95066 SFD 8.000 6.750 $2,935.06 360
4777607 UNIVERSITY PARK TX 75225 SFD 7.500 6.750 $4,090.41 360
4778289 SUPERIOR CO 80027 SFD 7.375 6.750 $1,616.18 360
4778386 CORAL GABLES FL 33146 SFD 7.250 6.750 $3,067.07 360
4778462 SAN JOSE CA 95121 SFD 7.250 6.750 $2,237.54 360
4778519 HAYDEN ID 83835 SFD 7.375 6.750 $2,624.57 360
4778827 FORT LEE NJ 07024 LCO 7.375 6.750 $1,643.81 360
4779298 RYE NY 10580 SFD 7.750 6.750 $3,940.27 360
4779318 VIRGINIA BEACH VA 23451 LCO 7.500 6.750 $2,169.31 360
4779522 EDINA MN 55436 SFD 7.250 6.750 $3,178.94 360
4779606 ELKHORN NE 68022 SFD 7.625 6.750 $2,343.51 360
4779904 SANTA CLARA CA 95050 SFD 8.125 6.750 $2,260.91 360
4780066 TEANECK NJ 07666 LCO 7.750 6.750 $601.79 360
4780097 FOSTER CITY CA 94404 SFD 7.500 6.750 $2,321.39 360
4780187 PALM SPRINGS CA 92267 SFD 7.875 6.750 $3,089.52 360
4780211 NORTH CALDWELL NJ 07006 SFD 7.625 6.750 $2,073.84 360
4780463 MYRTLE BEACH SC 29572 SFD 7.500 6.750 $2,485.71 360
4780544 BRIARCLIFF MANOR NY 10510 SFD 7.750 6.750 $1,991.63 360
4780602 WEST ORANGE NJ 07052 SFD 7.625 6.750 $2,102.15 360
4780665 MANASQUAN NJ 08736 SFD 7.500 6.750 $2,097.65 360
4780852 SAN CLEMENTE CA 92672 SFD 7.375 6.750 $2,184.96 360
4780895 BEAUMONT TX 77706 SFD 7.500 6.750 $1,664.14 360
4781062 FALLBROOK CA 92028 SFD 7.875 6.750 $1,812.68 360
4781359 LOS ANGELES CA 90045 SFD 7.375 6.750 $1,707.35 360
4781978 DIX HILLS NY 11746 SFD 7.000 6.733 $2,128.97 360
4782046 SEATTLE WA 98118 SFD 7.250 6.750 $2,083.37 360
4782087 ENCINO CA 91316 SFD 8.000 6.750 $2,582.86 360
4782271 ALAMO CA 94507 PUD 7.500 6.750 $3,971.54 360
4782387 MOBILE AL 36608 SFD 7.375 6.750 $2,313.76 360
4782409 LOS GATOS CA 95032 SFD 7.500 6.750 $3,139.48 360
4782738 DIX HILLS NY 11746 SFD 7.375 6.750 $1,656.76 360
4783555 VIRGINIA BEACH VA 23452 SFD 7.000 6.733 $1,596.73 360
4783660 MORRISTOWN NJ 07960 SFD 7.125 6.750 $1,637.14 360
4783825 WHITTIER CA 90603 SFD 7.875 6.750 $2,900.28 360
4784017 MANHATTAN BEACH CA 90266 SFD 7.375 6.750 $3,968.62 360
4784089 LAS VEGAS NV 89129 SFD 7.250 6.750 $1,845.97 360
4784106 BALLWIN MO 63021 SFD 7.375 6.750 $1,740.50 360
4784114 SALISBURY MD 21801 SFD 7.625 6.750 $2,732.08 360
4784334 DALLAS TX 75252 SFD 7.375 6.750 $6,589.05 360
4784374 KENSINGTON CA 94706 SFD 8.000 6.750 $2,421.43 360
4784402 DARIEN CT 06820 SFD 7.625 6.750 $4,600.66 360
4784423 KANEOHE HI 96744 SFD 7.250 6.750 $4,434.15 360
4784642 KIRKLAND WA 98033 SFD 7.375 6.750 $2,072.03 360
4784663 BELLEVUE WA 98004 SFD 7.375 6.750 $2,210.16 360
4784688 DEERFIELD IL 60015 SFD 7.250 6.750 $3,410.89 360
4784838 LITTLETON CO 80128 SFD 7.375 6.750 $3,351.16 360
4784982 PONTE VEDRA BEACH FL 32082 SFD 7.375 6.750 $1,878.64 360
4785522 LITTLETON CO 80123 SFD 7.375 6.750 $2,095.37 360
4785696 WESTPORT CT 06880 SFD 7.750 6.750 $3,223.86 360
4785827 GREAT FALLS VA 22066 SFD 7.250 6.750 $2,277.79 360
4785850 HOWARD BEACH NY 11414 SFD 7.375 6.750 $1,864.82 360
4785912 AURORA CO 80015 SFD 7.375 6.750 $2,106.56 360
4785916 SEATTLE WA 98115 SFD 7.250 6.750 $1,991.95 360
4785954 HENDERSON NV 89014 SFD 7.375 6.750 $1,728.42 360
4786474 DELRAY BEACH FL 33446 SFD 7.625 6.750 $3,538.97 360
4786515 MENDOTA HEIGHTS MN 55118 SFD 7.375 6.750 $2,051.31 360
4786550 FREMONT CA 94539 SFD 7.625 6.750 $3,462.53 360
4786570 ANN ARBOR MI 48104 SFD 7.000 6.733 $2,993.87 360
4786659 GLENDALE CA 91208 PUD 7.375 6.750 $2,051.31 360
4787036 BERKELEY CA 94705 SFD 7.375 6.750 $4,489.39 360
4787471 CANTON MI 48187 SFD 7.875 6.750 $1,734.37 360
4787487 LOS ANGELES CA 91364 SFD 7.125 6.750 $2,075.05 360
4787566 REDMOND WA 98052 SFD 7.125 6.750 $1,933.58 360
4787853 ST. CHARLES MO 63304 SFD 7.250 6.750 $2,788.40 360
4787854 IVYLAND PA 18974 SFD 6.875 6.608 $2,864.21 360
4788319 SHIP BOTTOM NJ 08008 SFD 7.625 6.750 $1,925.20 360
4788674 HOLLISTER CA 95023 SFD 8.000 6.750 $2,058.21 360
4788772 ROLLING HILLS ESTATE CA 90274 SFD 7.000 6.733 $2,761.01 360
4788854 ENCINITAS CA 92024 SFD 7.375 6.750 $3,016.18 360
4788903 FAIRFAX STATION VA 22039 SFD 7.375 6.750 $2,370.40 360
4788907 SAN MATEO CA 94404 LCO 7.625 6.750 $1,662.61 360
4788998 ENCINITAS CA 92024 SFD 7.875 6.750 $1,892.43 360
4789269 REDONDO BEACH CA 90277 SFD 7.375 6.750 $2,088.60 360
4789456 SUMMIT NJ 07901 SFD 7.375 6.750 $1,989.15 360
4789470 ALPINE CA 91901 SFD 8.000 6.750 $1,790.39 360
4789482 OAKLAND FL 34787 SFD 7.375 6.750 $1,906.27 360
4789671 HENDERSON NV 89014 SFD 7.500 6.750 $3,377.21 360
4789812 VENTURA CA 93003 SFD 8.000 6.750 $2,112.51 360
4789819 SAN DIEGO CA 92109 SFD 8.000 6.750 $2,552.03 360
4789874 NOVATO CA 94947 SFD 6.875 6.608 $1,823.64 360
4790014 VIENNA VA 22182 SFD 7.625 6.750 $2,038.45 360
4790215 SAN JOSE CA 95124 SFD 7.250 6.750 $1,739.55 360
4790219 SAN JOSE CA 95111 SFD 7.750 6.750 $2,104.11 360
4790303 PASCAGOULA MS 39581 SFD 7.500 6.750 $2,517.17 360
4790422 WALNUT CREEK CA 94596 SFD 7.375 6.750 $2,037.50 360
4790438 ELKHORN WI 53121 SFD 7.375 6.750 $1,864.83 360
4790494 SALEM NH 03079 SFD 7.750 6.750 $1,841.18 360
4790885 COSTILLA NM 87524 SFD 7.875 6.750 $1,979.44 360
4791199 ROUND ROCK TX 78681 SFD 7.750 6.750 $2,177.89 360
4791826 STUDIO CITY CA 91604 SFD 7.250 6.750 $2,177.51 360
4791917 BORING OR 97009 SFD 7.750 6.750 $2,614.91 360
4791934 SACRAMENTO CA 95864 SFD 7.375 6.750 $2,458.80 360
4792604 FLOSSMOOR IL 60422 SFD 7.375 6.750 $1,933.90 360
4792775 BURLINGAME CA 94010 SFD 7.500 6.750 $4,305.07 360
4792890 ALEXANDRIA VA 22310 SFD 7.125 6.750 $2,802.67 360
4792900 MORAGA CA 94556 PUD 7.600 6.750 $2,174.72 360
4792915 SANTA ROSA CA 95405 SFD 7.750 6.750 $606.09 360
4792953 SAN JOSE CA 95119 SFD 7.600 6.750 $1,835.80 360
4792992 WOODBURY NY 11797 SFD 7.625 6.750 $2,052.61 360
4792999 MURRIETA CA 92562 SFD 7.650 6.750 $2,992.74 360
4793008 CALABASAS CA 91302 SFD 7.300 6.750 $2,073.86 360
4793013 CARMEL CA 93923 PUD 7.350 6.750 $1,584.64 360
4793031 SAN DIEGO CA 92120 SFD 7.500 6.750 $2,657.02 360
4793036 LOS ANGELES CA 90046 SFD 7.500 6.750 $1,678.12 360
4793038 GOLETA CA 93117 SFD 7.300 6.750 $1,878.47 360
4793041 GLENVIEW IL 60025 SFD 7.500 6.750 $2,076.67 360
4793046 SAN JOSE CA 95120 SFD 7.600 6.750 $2,423.25 360
4793053 SAN JOSE CA 95127 SFD 7.400 6.750 $2,686.44 360
4793059 SANTA MONICA CA 90405 LCO 7.300 6.750 $2,598.32 360
4793065 NEWPORT BEACH CA 92660 LCO 7.200 6.750 $2,667.64 360
4793074 UNION CITY CA 94587 SFD 7.400 6.750 $900.10 360
4793263 SANTA CLARA CA 95051 SFD 7.300 6.750 $2,084.14 360
4793268 REDWOOD CITY CA 94065 SFD 7.400 6.750 $3,205.72 360
4793274 PACIFIC GROVE CA 93950 SFD 7.500 6.750 $2,076.67 360
4793277 MANHATTAN BEACH CA 90266 SFD 7.350 6.750 $4,257.85 360
4793282 ARLINGTON HEIGHTS IL 60004 SFD 7.400 6.750 $1,780.81 360
4793325 PALO ALTO CA 94306 SFD 6.950 6.683 $2,786.81 360
4793356 OAK VIEW CA 93022 SFD 7.250 6.750 $1,930.56 360
4793368 WALNUT CREEK CA 94598 SFD 7.400 6.750 $1,737.88 360
4793372 BRONXVILLE NY 10708 SFD 6.875 6.608 $4,270.04 360
4793374 PALM DESERT CA 92260 SFD 7.250 6.750 $2,892.43 360
4793404 SONOMA CA 95476 SFD 7.600 6.750 $1,941.71 360
4793448 WALNUT CREEK CA 94596 SFD 7.200 6.750 $1,924.37 360
4793457 LOS ANGELES CA 90272 SFD 7.350 6.750 $3,017.70 360
4793482 GREENSBORO NC 27410 SFD 7.625 6.750 $1,700.83 360
4793631 SAN MATEO CA 94403 SFD 7.650 6.750 $1,780.89 360
4793722 SANTA BARBARA CA 93110 LCO 7.350 6.750 $1,033.46 360
4793746 SAN JOSE CA 95127 SFD 7.300 6.750 $1,881.90 360
4793753 CORONA DEL MAR CA 92625 SFD 7.000 6.733 $3,725.70 360
4793783 FULLERTON CA 92633 SFD 7.100 6.750 $1,612.88 360
4793792 REDWOOD CITY CA 94062 SFD 7.350 6.750 $1,929.13 360
4793794 SAN JUAN CAPISTRANO CA 92675 SFD 7.150 6.750 $1,864.13 360
4793805 FRESNO CA 93720 SFD 7.450 6.750 $1,836.90 360
4793811 CUPERTINO CA 95014 SFD 7.350 6.750 $1,860.23 360
4793989 SANTA BARBARA CA 93109 SFD 7.400 6.750 $1,793.27 360
4794001 SAN JOSE CA 95133 SFD 7.650 6.750 $2,554.26 360
4794011 WOODSIDE CA 94062 SFD 7.450 6.750 $2,191.76 360
4794024 SAN JOSE CA 95120 SFD 7.250 6.750 $1,889.63 360
4794036 VALENCIA CA 91354 SFD 7.200 6.750 $1,900.61 360
4794066 LA CANADA-FLINTRIDGE CA 91011 SFD 7.350 6.750 $2,135.82 360
4794081 BENICIA CA 94510 SFD 7.600 6.750 $2,859.61 360
4794155 SAN JOSE CA 95135 LCO 7.600 6.750 $1,694.58 360
4794160 SOUTH PASADENA CA 91030 SFD 7.300 6.750 $2,067.69 360
4794167 LA CANADA-FLINTRIDGE CA 91011 SFD 7.100 6.750 $3,380.33 360
4794182 PASADENA CA 91103 SFD 7.300 6.750 $3,427.86 360
4794195 SANTA BARBARA CA 93108 LCO 7.300 6.750 $2,738.18 360
4794209 SANTA BARBARA CA 93111 SFD 7.200 6.750 $2,375.76 360
4794220 SAN JOSE CA 95124 SFD 7.550 6.750 $2,810.57 360
4794254 LOS ANGELES CA 91406 SFD 7.500 6.750 $1,167.69 360
4794257 REDONDO BEACH CA 90277 SFD 7.350 6.750 $2,773.12 360
4794265 ALAMO CA 94507 SFD 7.350 6.750 $2,170.27 360
4794271 ORANGE CA 92867 SFD 7.350 6.750 $2,030.41 360
4794278 GLENDALE CA 91208 SFD 7.150 6.750 $2,026.23 360
4794289 WALNUT CA 91789 SFD 7.050 6.750 $1,731.84 360
4794294 WHITTIER CA 90603 SFD 7.250 6.750 $682.18 360
4794297 SANTA BARBARA CA 93108 SFD 7.800 6.750 $1,418.15 360
4794303 ESCONDIDO CA 92025 SFD 7.200 6.750 $1,656.25 360
4794311 SANTA BARBARA CA 93109 SFD 7.550 6.750 $3,161.89 360
4794334 CARLSBAD CA 92009 SFD 7.300 6.750 $1,590.53 360
4794336 BAKERSFIELD CA 93313 SFD 7.650 6.750 $1,822.04 360
4794339 SAN JOSE CA 95124 SFD 7.300 6.750 $2,084.14 360
4794347 DANVILLE CA 94506 PUD 7.450 6.750 $1,809.07 360
4794388 REDWOOD CITY CA 94062 SFD 7.550 6.750 $2,114.96 360
4794402 SAN FRANCISCO CA 94117 MF2 7.550 6.750 $1,208.55 360
4794407 ARCADIA CA 91007 SFD 7.000 6.733 $2,115.67 360
4794411 DANVILLE CA 94526 SFD 7.250 6.750 $1,797.54 360
4794415 DANVILLE CA 94506 SFD 7.450 6.750 $3,445.58 360
4794444 REDWOOD CITY CA 94062 SFD 7.550 6.750 $4,567.17 360
4794491 SAN PEDRO CA 90731 SFD 7.500 6.750 $1,730.56 360
4794506 WHITTIER CA 90610 SFD 7.600 6.750 $2,160.59 360
4794510 SAN JOSE CA 95125 SFD 7.550 6.750 $2,371.42 360
4794557 FOREST HILLS NY 11375 SFD 7.375 6.750 $3,452.69 360
4794578 THOUSAND OAKS CA 91360 SFD 7.375 6.750 $2,840.41 360
4794682 SAN FRANCISCO CA 94122 SFD 7.550 6.750 $1,911.19 360
4794683 SANTA CLARITA CA 91321 SFD 7.650 6.750 $3,370.20 360
4794686 FRESNO CA 93727 SFD 7.500 6.750 $1,824.95 360
4794688 SAN DIEGO CA 92130 SFD 7.550 6.750 $2,058.74 360
4794692 ESCONDIDO CA 92025 SFD 7.450 6.750 $2,957.13 360
4794693 ROSLYN NY 11576 SFD 7.300 6.750 $1,851.05 360
4794695 GILROY CA 95020 SFD 7.350 6.750 $1,653.54 360
4794696 SAN DIEGO CA 92109 SFD 7.600 6.750 $2,612.48 360
4794697 MANHATTAN BEACH CA 90266 MF2 7.750 6.750 $4,656.68 360
4794698 EL CAJON CA 92019 SFD 7.550 6.750 $1,995.51 360
4794700 HUNTINGTON BEACH CA 92648 SFD 7.450 6.750 $2,532.00 360
4794701 SAN JOSE CA 95117 SFD 7.400 6.750 $1,679.03 360
4794704 RIDGEFIELD CT 06877 SFD 7.550 6.750 $4,243.96 360
4794705 DANVILLE CA 94526 SFD 7.600 6.750 $1,412.15 360
4794706 HERMOSA BEACH CA 90254 LCO 7.450 6.750 $2,497.91 360
4794708 SAN JOSE CA 95148 SFD 7.550 6.750 $2,248.46 360
4794709 SANTA BARBARA CA 93105 SFD 7.200 6.750 $2,967.67 360
4794711 THOUSAND OAKS CA 91362 LCO 7.550 6.750 $1,721.48 360
4794714 ORANGE CA 92867 SFD 7.050 6.750 $2,841.83 360
4794716 FAIR OAKS CA 95628 SFD 7.700 6.750 $463.43 360
4794719 SAN RAMON CA 94583 SFD 7.500 6.750 $1,887.88 360
4794720 PLEASANTON CA 94566 SFD 7.550 6.750 $3,864.53 360
4794721 RANCHO PALOS VERDES CA 90275 SFD 7.250 6.750 $2,434.69 360
4794722 STUDIO CITY CA 91604 SFD 7.400 6.750 $1,904.05 360
4794724 SANTA ANA CA 92705 SFD 7.450 6.750 $2,226.55 360
4794726 PALO ALTO CA 94301 LCO 7.550 6.750 $2,473.30 360
4794727 EL SEGUNDO CA 90245 SFD 7.250 6.750 $1,725.91 360
4794728 SAN PEDRO CA 90732 LCO 7.700 6.750 $712.97 360
4794729 TRACY CA 95376 SFD 7.450 6.750 $1,892.56 360
4794730 WOODLAND HILLS CA 91367 SFD 7.350 6.750 $2,122.04 360
4794746 CONCORD CA 94521 SFD 7.550 6.750 $2,136.04 360
4794752 SAN JOSE CA 95130 SFD 7.750 6.750 $2,063.27 360
4794757 DANVILLE CA 94506 SFD 7.500 6.750 $2,936.71 360
4794765 HOLLISTER CA 95023 SFD 7.350 6.750 $1,971.84 360
4794789 MONTEREY CA 93940 SFD 7.450 6.750 $2,671.85 360
4794794 SAN CARLOS CA 94070 SFD 7.650 6.750 $2,213.69 360
4794797 NEWPORT BEACH CA 92625 SFD 7.400 6.750 $4,500.47 360
4794800 PLEASANT HILL CA 94523 SFD 7.450 6.750 $1,781.24 360
4794807 LOS ANGELES CA 90045 SFD 7.550 6.750 $1,630.13 360
4794815 ORANGE CA 92667 SFD 7.500 6.750 $573.36 360
4794817 PASADENA CA 91104 SFD 7.300 6.750 $1,639.89 360
4794840 FREMONT CA 94539 SFD 7.350 6.750 $2,990.14 360
4794843 LOS ANGELES CA 90049 SFD 7.200 6.750 $3,129.22 360
4794845 RANCHO PALOS VERDES CA 90275 SFD 7.350 6.750 $2,445.86 360
4794859 SOMIS CA 93066 SFD 7.450 6.750 $3,256.32 360
4794875 LOS GALOS CA 95030 SFD 7.500 6.750 $1,957.81 360
4794902 REDWOOD CITY CA 94063 SFD 7.700 6.750 $1,768.15 360
4794923 LOS ANGELES CA 90036 SFD 7.350 6.750 $2,597.43 360
4794941 CHULA VISTA CA 91910 SFD 7.150 6.750 $1,756.06 360
4794946 SAN JOSE CA 95148 SFD 7.150 6.750 $2,382.84 360
4794952 MORGAN HILL CA 95037 SFD 7.500 6.750 $3,160.45 360
4794953 SAN JOSE CA 95133 SFD 7.500 6.750 $2,364.75 360
4794960 SCOTTS VALLEY CA 95066 SFD 7.850 6.750 $2,122.99 360
4794962 SUNNYVALE CA 94087 SFD 7.600 6.750 $2,471.27 360
4794967 CUPERTINO CA 95014 SFD 7.550 6.750 $2,367.91 360
4794972 RICHMOND CA 94803 SFD 7.600 6.750 $1,686.11 360
4794976 SAN LUIS OBISPO CA 93401 SFD 7.350 6.750 $2,087.59 360
4794986 PALO ALTO CA 94301 SFD 7.400 6.750 $2,942.62 360
4794987 SOUTH LAKE TAHOE CA 96150 SFD 7.250 6.750 $1,814.59 360
4794995 AGOURA HILLS CA 91301 SFD 7.500 6.750 $1,643.16 360
4794997 SUNNYVALE CA 94086 SFD 7.600 6.750 $3,191.46 360
4795002 PALOS VERDES PENINSULA CA 90274 SFD 7.600 6.750 $3,247.95 360
4795015 NEWPORT BEACH CA 92625 SFD 7.700 6.750 $3,208.33 360
4795030 SOLANA BEACH CA 92075 SFD 7.450 6.750 $2,442.24 360
4795046 HERMOSA BEACH CA 90254 MF2 7.500 6.750 $2,796.86 360
4795180 WALNUT CREEK CA 94598 SFD 7.500 6.750 $2,010.25 360
4795226 WANAQUE NJ 07645 SFD 8.125 6.750 $631.12 360
4795260 CARMEL CA 93923 SFD 7.250 6.750 $1,910.10 360
4795298 YORBA LINDA CA 92886 SFD 7.500 6.750 $2,045.20 360
4795441 LAGUNA NIGUEL CA 92677 LCO 7.375 6.750 $1,729.45 360
4795774 ROSWELL GA 30076 SFD 7.000 6.733 $1,663.26 360
4795901 BELMONT MA 02178 SFD 7.500 6.750 $2,615.07 360
4796076 NILES IL 60714 SFD 7.750 6.750 $931.34 360
4796113 KIRKLAND WA 98033 SFD 7.450 6.750 $2,817.97 360
4796120 PALM HARBOR FL 34685 SFD 7.400 6.750 $2,056.37 360
4796121 NEWPORT COAST CA 92657 LCO 7.375 6.750 $3,602.57 360
4796150 NORTHBROOK IL 60062 SFD 7.600 6.750 $3,918.72 360
4796167 LAGUNA HILLS CA 92653 LCO 7.600 6.750 $409.53 360
4796219 MISSION VIEGO CA 92692 SFD 7.300 6.750 $2,240.45 360
4796238 ELMHURST IL 60126 SFD 8.000 6.750 $403.58 360
4796252 DOUBLE OAK TX 75067 SFD 7.500 6.750 $2,051.50 360
4796260 MURRIETA CA 92562 SFD 7.500 6.750 $2,307.41 360
4796282 WOODINVILLE WA 98072 SFD 7.550 6.750 $2,417.09 360
4796313 SAN FRANCISCO CA 94110 THS 7.300 6.750 $2,303.52 360
4796327 CUPERTINO CA 95014 SFD 7.550 6.750 $2,462.06 360
4796723 WILMETTE IL 60091 SFD 7.375 6.750 $1,968.43 360
4796928 HOUSTON TX 77079 SFD 7.300 6.750 $412.03 360
4796946 SKOKIE IL 60203 LCO 7.500 6.750 $699.22 360
4796954 KRUGERVILLE TX 76227 SFD 7.400 6.750 $595.45 360
4797006 MIAMI FL 33175 HCO 7.800 6.750 $251.96 360
4797018 PORT WASHINGTON NY 11050 SFD 7.650 6.750 $2,376.88 360
4797055 HINSDALE IL 60521 SFD 7.500 6.750 $2,973.07 360
4797104 FAIRFAX VA 22039 SFD 7.250 6.750 $2,796.93 360
4797150 NORTH WOODMERE NY 11581 SFD 7.625 6.750 $2,229.56 360
4797166 FORT LAUDERDALE FL 33316 LCO 7.800 6.750 $1,484.38 360
4797182 PLANO TX 75024 SFD 7.550 6.750 $708.97 360
4797201 DALLAS TX 75229 SFD 7.400 6.750 $941.64 360
4797227 DALLAS TX 75225 SFD 7.350 6.750 $2,604.32 360
4797261 MIAMI FL 33133 HCO 7.700 6.750 $3,261.80 360
4797281 NAPLES FL 34103 SFD 7.750 6.750 $376.12 360
4797286 TARRYTOWN NY 10591 SFD 7.600 6.750 $3,897.54 360
4797301 SANTA BARBARA CA 93108 SFD 7.200 6.750 $2,090.67 360
4797686 RANCHO PALOS VERDES CA 90275 SFD 7.200 6.750 $2,172.13 360
4797923 FLOWER MOUND TX 75028 SFD 7.125 6.750 $2,251.91 360
4798195 LOS ALAMITOS CA 90720 SFD 7.550 6.750 $1,686.34 360
4798297 MIAMI FL 33132 HCO 7.875 6.750 $1,729.30 360
4798373 GOLDEN CO 80401 SFD 7.125 6.750 $2,192.96 360
4798742 TRINITY NC 27370 LCO 7.125 6.750 $330.13 360
4799211 AUSTIN TX 78746 SFD 7.125 6.750 $3,621.24 360
4799264 OAKLAND CA 94611 SFD 7.250 6.750 $2,217.07 360
4799932 SHORELINE WA 98133 SFD 7.375 6.750 $1,833.74 360
4800223 HOLLYWOOD FL 33019 SFD 7.250 6.750 $1,299.55 360
4800262 CUPERTINO CA 95014 SFD 7.375 6.750 $3,246.17 360
4800359 SANTA CLARITA CA 91351 SFD 7.500 6.750 $2,041.71 360
4800373 MCLEAN VA 22102 SFD 7.375 6.750 $1,864.83 360
4800388 SANTA MONICA CA 90405 LCO 7.375 6.750 $1,424.52 360
4800685 NASHVILLE TN 37205 SFD 7.375 6.750 $2,106.56 360
4800818 CAMARILLO AREA CA 93012 SFD 7.500 6.750 $2,181.55 360
4800822 MILL VALLEY CA 94941 SFD 7.125 6.750 $3,031.74 360
4800891 WALNUT AREA CA 91789 SFD 7.500 6.750 $2,097.65 360
4801017 SUGAR LAND TX 77479 SFD 7.125 6.750 $1,994.21 360
4801021 LOS ANGELES CA 90049 SFD 6.875 6.608 $3,550.70 360
4801025 TORRANCE CA 90505 SFD 7.000 6.733 $1,629.99 360
4801032 REDONDO BEACH CA 90277 SFD 7.500 6.750 $2,132.61 360
4801033 LONG BEACH CA 90807 SFD 7.500 6.750 $2,244.48 360
4801040 IRVINE CA 92612 SFD 7.250 6.750 $4,433.47 360
4801211 DOVE CANYON AREA CA 92679 SFD 7.500 6.750 $3,747.79 360
4801215 LOS ANGELES CA 90056 SFD 7.250 6.750 $2,427.19 360
4801218 RIVERSIDE CA 92506 SFD 7.500 6.750 $2,417.89 360
4801220 LOS ANGELES CA 90046 SFD 7.500 6.750 $2,097.65 360
4801316 CARLSBAD CA 92008 SFD 7.375 6.750 $3,171.59 360
4801368 ELLICOTT CITY MD 21042 SFD 7.625 6.750 $2,916.12 360
4801712 ABSECON NJ 08201 LCO 7.375 6.750 $528.37 360
4801902 OAKLAND NJ 07436 SFD 7.750 6.750 $1,791.03 360
4803281 GRESHAM OR 97080 SFD 7.250 6.750 $3,567.79 360
4805327 PORTOLA VALLEY CA 94028 SFD 7.125 6.750 $3,200.16 360
4805349 MONTE SERENO CA 95030 SFD 7.375 6.750 $4,337.44 360
4805838 AUSTIN TX 78746 SFD 7.000 6.733 $1,723.14 360
6305399 ENNIS TX 75119 SFD 7.250 6.750 $1,708.17 360
6485817 SAN JOSE CA 95138 SFD 6.875 6.608 $3,258.37 360
6493568 FLOWER MOUND TX 75028 SFD 7.375 6.750 $2,297.53 360
6496103 PHOENIX AZ 85045 PUD 7.250 6.750 $2,387.62 360
6539261 GRAND JUNCTION CO 81503 SFD 7.125 6.750 $2,358.01 360
6541553 GREENVILLE SC 29615 SFD 7.500 6.750 $1,673.92 360
6544856 MONUMENT CO 80132 PUD 7.625 6.750 $2,151.08 360
6567942 PORTLAND OR 97225 SFD 7.750 6.750 $1,769.54 360
6581565 REDWOOD CITY CA 94065 LCO 7.500 6.750 $1,646.01 360
6587574 MOORPARK CA 93021 SFD 7.250 6.750 $2,730.94 360
6608149 LOS GATOS CA 95032 SFD 7.000 6.733 $3,259.98 360
6616870 CARLSBAD CA 92009 PUD 7.375 6.750 $2,286.48 360
6624808 ROCKVILLE MD 20853 SFD 7.250 6.750 $2,582.17 360
6631900 PHOENIX AZ 85045 PUD 7.375 6.750 $1,707.41 360
6632037 LINDENHURST NY 11757 SFD 7.750 6.750 $1,146.26 360
6638278 OCEAN CITY NJ 08226 LCO 7.000 6.733 $2,415.05 360
6641408 EDEN PRAIRIE MN 55347 SFD 7.250 6.750 $4,058.95 360
6643102 BERTHOUD CO 80513 SFD 7.625 6.750 $2,024.75 300
6649863 SAN DIEGO CA 92130 SFD 7.250 6.750 $2,669.70 360
6653823 CAYUCOS CA 93430 SFD 7.375 6.750 $2,237.79 360
6664303 FOUNTAIN HILLS AZ 85268 SFD 7.375 6.750 $2,072.03 360
6695107 FAIRFAX STATION VA 22039 SFD 7.375 6.750 $2,480.90 360
6703145 GOLDEN VALLEY MN 55422 SFD 7.375 6.750 $2,572.70 300
6709365 NEW ROCHELLE NY 10804 SFD 7.375 6.750 $2,054.76 360
6712549 SAN DIEGO CA 92131 PUD 7.375 6.750 $3,254.46 360
6718991 FALLS CHURCH VA 22044 SFD 7.375 6.750 $2,000.20 360
6719669 SOUTH BARRINGTON IL 60070 SFD 7.625 6.750 $2,746.24 360
6722614 PRINCETON TOWNSHI NJ 08540 SFD 7.625 6.750 $1,946.43 360
6724961 FAIRFAX STATION VA 22039 SFD 7.375 6.750 $2,210.16 360
6727649 LA VERNE CA 91750 PUD 7.000 6.733 $3,486.19 360
6728391 GILROY CA 95020 SFD 8.000 6.750 $2,166.87 360
6732542 CASTLE ROCK CO 80104 SFD 7.375 6.750 $1,795.76 360
6734641 PHOENIX AZ 85045 SFD 7.375 6.750 $1,795.76 360
6743502 BOWIE MD 20720 PUD 7.500 6.750 $1,736.85 360
6744331 WHITE PLAINS NY 10603 SFD 7.500 6.750 $1,730.56 360
6753228 SAN DIEGO CA 92130 SFD 7.375 6.750 $2,668.77 360
6753307 BEDFORD NY 10506 SFD 7.625 6.750 $3,114.29 360
6754890 SUMMIT NJ 07901 SFD 8.125 6.750 $1,833.23 360
6755938 SOUTH BEND IN 46614 SFD 7.750 6.750 $2,163.56 360
6758750 EDINA MN 55436 SFD 7.500 6.750 $3,180.03 360
6758788 SAN DIEGO CA 92130 SFD 6.875 6.608 $3,657.78 360
6766419 TUSCON AZ 85750 SFD 7.750 6.750 $1,934.31 360
6766599 CAMPBELL CA 95008 PUD 7.125 6.750 $2,000.94 360
6768056 WESTWOOD NJ 07675 SFD 7.875 6.750 $1,223.55 360
6779655 CHULA VISTA CA 91910 SFD 7.500 6.750 $1,778.10 360
6783822 SANTA CLARITA CA 91355 SFD 7.500 6.750 $2,097.64 360
6787459 SAN RAFAEL CA 94901 SFD 7.375 6.750 $2,253.33 360
6793992 FRESNO CA 93711 SFD 7.625 6.750 $4,989.95 360
6798890 SLEEPY HOLLOW NY 10591 SFD 7.500 6.750 $2,831.82 360
6800721 PACIFICA CA 94044 PUD 7.500 6.750 $2,587.09 360
6802712 BOCA RATON FL 33431 SFD 7.375 6.750 $2,072.03 360
6803635 MONTEREY CA 93940 SFD 7.875 6.750 $2,211.46 360
6805833 LINCOLN NE 68528 SFD 7.250 6.750 $3,441.58 360
6810532 WOODBURY MN 55125 SFD 7.500 6.750 $3,157.93 240
6812554 DURHAM NC 27701 SFD 7.750 6.750 $1,837.60 360
6813270 SPRING LAKE NJ 07762 SFD 8.000 6.750 $2,080.22 360
6816433 WAYNE NJ 07470 SFD 6.875 6.608 $2,069.33 360
6817090 BETHESDA MD 20817 SFD 7.250 6.750 $1,582.65 360
6817269 HERNDON VA 20171 PUD 7.000 6.733 $1,889.46 360
6817667 NEW YORK NY 10021 LCO 7.750 6.750 $4,133.70 360
6819929 MUSKEGO WI 53150 SFD 7.250 6.750 $1,855.52 360
6822866 WINCHESTER MA 01890 SFD 7.500 6.750 $2,315.80 360
6823483 MORGAN HILL CA 95037 PUD 7.500 6.750 $1,890.33 360
6824340 CAMARILLO CA 93010 SFD 7.125 6.750 $1,657.35 360
6824808 RANCHO SANTA FE CA 92067 SFD 7.750 6.750 $1,755.21 360
6827143 THOUSAND OAKS CA 91362 SFD 7.625 6.750 $1,928.74 360
6828673 ST HELENA CA 94574 SFD 7.500 6.750 $1,831.94 360
6828808 AMANDA PARK WA 98526 SFD 7.750 6.750 $1,504.47 360
6829192 NEWTOWN SQUARE PA 19073 SFD 7.375 6.750 $1,988.52 360
6829513 IPSWICH MA 01938 SFD 7.375 6.750 $2,728.86 360
6832065 BENICIA CA 94510 SFD 8.000 6.750 $2,070.01 360
6832361 MIDDLETOWN NJ 07738 SFD 7.375 6.750 $1,699.06 360
6832877 PARK RIDGE IL 60068 SFD 7.500 6.750 $1,992.76 360
6832967 SEBASTOPOL CA 95472 SFD 7.375 6.750 $1,765.37 360
6836901 SPRINGFIELD OH 45504 SFD 7.875 6.750 $1,997.57 360
6838446 PALM SPRINGS CA 92264 SFD 7.250 6.750 $2,087.19 360
6840400 SAN JOSE CA 95148 SFD 7.625 6.750 $2,229.55 360
6840486 GUTTENBERG NJ 07093 LCO 7.875 6.750 $967.97 360
6842290 REDMOND WA 98052 SFD 7.000 6.733 $1,713.82 360
6843356 CARLSBAD CA 92008 SFD 7.750 6.750 $2,003.45 360
6843401 SEATTLE WA 98112 SFD 7.500 6.750 $3,321.27 360
6843888 NEWBURYPORT MA 01950 LCO 7.750 6.750 $716.41 360
6844049 VALLEY COTTAGE NY 10989 SFD 6.875 6.608 $2,144.22 360
6844094 ROSEVILLE MN 55113 SFD 7.375 6.750 $2,990.62 360
6845164 BETHESDA MD 20817 SFD 7.000 6.733 $2,581.37 360
6847355 MINNEAPOLIS MN 55419 SFD 7.625 6.750 $806.88 360
6849553 BOULDER CO 80304 SFD 7.125 6.750 $2,492.22 360
6849771 ASPEN CO 81611 PUD 7.750 6.750 $2,808.91 360
6850250 MONTGOMERY NJ 08558 SFD 7.500 6.750 $2,097.64 360
6850892 NORTH OAKS MN 55127 SFD 7.375 6.750 $2,795.85 360
6851614 APPLE VALLEY CA 92307 SFD 7.250 6.750 $1,549.56 360
6852681 FRIDAY HARBOR WA 98250 SFD 7.625 6.750 $2,576.37 360
6858216 LAGUNA BEACH CA 92651 SFD 7.375 6.750 $5,525.40 360
6860409 FULLERTON CA 92835 SFD 7.375 6.750 $2,521.58 240
6861699 BERNARDS NJ 07920 SFD 7.500 6.750 $1,810.97 360
6862710 PARADISE VALLEY AZ 85253 SFD 7.625 6.750 $3,369.10 360
6863206 SCOTTSDALE AZ 85259 PUD 7.625 6.750 $2,916.11 360
6863941 LITTLETON CO 80121 SFD 7.125 6.750 $2,920.57 360
6864322 SAN DIEGO CA 92121 SFD 7.375 6.750 $2,455.35 360
6865073 LAKEWOOD CO 80228 PUD 7.625 6.750 $4,466.18 360
6866436 GRAND ISLAND NE 68801 SFD 7.500 6.750 $1,756.78 360
6866616 SEVERNA PARK MD 21146 SFD 6.875 6.608 $2,004.95 360
6868515 AVALON NJ 08202 LCO 7.875 6.750 $1,951.16 360
6871108 GIG HARBOR WA 98335 SFD 7.250 6.750 $3,001.58 360
6871196 ROCHESTER MN 55902 SFD 7.375 6.750 $1,830.29 360
6872516 BRONXVILLE NY 10708 SFD 7.250 6.750 $3,956.62 360
6872721 COLORADO SPRINGS CO 80919 SFD 7.375 6.750 $2,198.83 360
6873412 RIVERSIDE CT 06878 SFD 7.500 6.750 $4,544.89 360
6874394 CHEVY CHASE MD 20815 SFD 7.500 6.750 $2,936.70 360
6874423 OMAHA NE 68118 SFD 7.625 6.750 $2,123.38 360
6874633 WASHINGTON DC 20007 MF2 7.250 6.750 $2,493.35 360
6874991 NEWPORT BEACH CA 92660 SFD 7.500 6.750 $3,496.07 360
6876290 DANVILLE CA 94506 SFD 7.875 6.750 $2,407.23 360
6876367 SAN DIEGO CA 92128 PUD 7.250 6.750 $2,162.16 360
6876447 ALBUQUERQUE NM 87122 SFD 7.500 6.750 $1,636.16 360
6876550 SAN DIEGO CA 92130 SFD 7.125 6.750 $2,061.58 360
6876716 BEDFORD MA 01730 SFD 7.750 6.750 $3,662.30 360
6878015 LA CANADA CA 91101 SFD 7.125 6.750 $2,182.85 360
6879190 ENGLEWOOD CO 80110 SFD 7.750 6.750 $1,973.72 360
6879222 SAN ANTONIO TX 78231 SFD 7.250 6.750 $1,937.04 360
6881126 APTOS CA 95003 SFD 7.375 6.750 $1,878.64 360
6883253 CHERRY VALLEY CA 92223 SFD 8.000 6.750 $2,014.55 360
6883407 SNOWMASS VILLAGE CO 81615 PUD 7.500 6.750 $6,852.30 360
6885255 SAN RAMON CA 94583 SFD 7.375 6.750 $2,983.72 360
6888579 EVERGREEN CO 80437 SFD 7.500 6.750 $1,718.95 360
6888613 DES MOINES IA 50312 SFD 7.625 6.750 $1,868.58 360
6888654 CUPERTINO CA 95014 SFD 7.375 6.750 $2,148.00 360
6888863 PLEASANTON CA 94566 PUD 7.750 6.750 $6,505.02 360
6889131 BISMARCK ND 58504 SFD 7.375 6.750 $1,864.27 360
6889188 MONKTON MD 21111 SFD 7.500 6.750 $2,150.78 360
6890589 BEAVERCREEK OR 97004 SFD 7.250 6.750 $1,855.52 360
6890925 LOS ANGELES CA 91364 SFD 7.875 6.750 $2,004.45 360
6891082 LAGUNA BEACH CA 92651 SFD 7.625 6.750 $2,349.88 360
6891514 COLORADO SPRINGS CO 80919 SFD 7.750 6.750 $3,140.75 360
6891891 GOLDEN CO 80401 PUD 7.625 6.750 $2,121.68 360
6892749 IRVINE CA 92602 SFD 7.375 6.750 $2,243.69 360
6892914 CORONADO CA 92118 SFD 7.625 6.750 $2,406.50 360
6893120 CARLSBAD CA 92009 SFD 7.375 6.750 $2,486.43 360
6894116 HARTSDALE NY 10530 SFD 7.375 6.750 $2,500.24 360
6895744 THOUSAND OAKS CA 91360 SFD 7.625 6.750 $1,716.40 360
6896973 LA JOLLA CA 92037 SFD 7.250 6.750 $4,251.32 360
6898017 BENICIA CA 94510 SFD 7.500 6.750 $1,772.89 360
6898035 FREMONT CA 94539 SFD 7.125 6.750 $2,692.85 360
6898146 LEXINGTON MA 02173 SFD 7.125 6.750 $3,367.92 360
6898780 LA CANADA CA 91011 SFD 7.500 6.750 $4,405.05 360
6899023 GIG HARBOR WA 98335 SFD 7.500 6.750 $1,915.85 360
6899851 SANFORD NC 27330 SFD 7.250 6.750 $1,933.97 360
6899963 ST LOUIS MO 63131 SFD 7.625 6.750 $2,310.24 360
6900128 ATLANTA GA 30319 SFD 7.500 6.750 $4,429.52 360
6900980 TENAFLY BORO NJ 07670 SFD 7.000 6.733 $2,494.88 360
6903416 ENCINITAS CA 92007 PUD 7.500 6.750 $2,406.00 360
6904770 RIVERSIDE CA 92506 SFD 7.500 6.750 $1,852.92 360
6905545 LOS ANGELES CA 90292 LCO 7.000 6.733 $2,767.66 360
6905646 SNOWMASS VILLAGE CO 81615 PUD 7.625 6.750 $3,538.97 360
6909137 SAN JOSE CA 95120 SFD 7.625 6.750 $2,300.33 360
6909644 DURANGO CO 81301 PUD 7.875 6.750 $1,450.14 360
6910549 CASHMERE WA 98815 SFD 7.625 6.750 $1,725.25 360
6911077 FRESNO CA 93711 SFD 7.500 6.750 $4,195.29 360
6911084 PLEASANTON CA 94588 SFD 7.875 6.750 $1,852.91 360
6911304 STEAMBOAT SPRINGS CO 80477 SFD 7.625 6.750 $2,452.51 360
6913015 BLUE BELL PA 19422 SFD 7.750 6.750 $2,134.47 240
6913640 COTO DE CAZA CA 92679 SFD 7.375 6.750 $2,355.20 360
6913763 KIRKLAND NY 13413 SFD 7.375 6.750 $2,156.98 360
6913765 CARLSBAD CA 92009 SFD 7.375 6.750 $1,415.88 360
6913962 LA QUINTA CA 92253 SFD 7.625 6.750 $3,538.97 360
6914307 LAGUNA HILLS CA 92653 SFD 7.500 6.750 $1,734.05 360
6914362 BIRMINGHAM AL 35213 SFD 7.375 6.750 $1,733.59 360
6914707 TUALATIN OR 97062 SFD 7.250 6.750 $2,220.48 360
6914921 YUBA CITY CA 95993 SFD 7.625 6.750 $1,896.99 360
6915435 ATLANTA GA 30327 SFD 7.875 6.750 $7,250.69 360
6916354 LEESBURG VA 20175 SFD 7.000 6.733 $1,567.45 360
6916728 MENDOTA HEIGHTS MN 55118 SFD 7.500 6.750 $2,985.65 360
6917012 SUNNYVALE CA 94087 SFD 7.375 6.750 $2,253.67 360
6917635 PENNS PARK PA 18943 SFD 7.625 6.750 $3,822.09 360
6918385 GLEN RIDGE NJ 07028 SFD 7.500 6.750 $1,748.04 360
6918733 COROLLA NC 27927 PUD 7.875 6.750 $4,031.39 360
6918805 THOUSAND OAKS CA 91362 LCO 7.375 6.750 $1,460.09 360
6918986 NORFOLK VA 23507 SFD 7.125 6.750 $1,684.30 360
6919438 FREMONT CA 94539 SFD 7.000 6.733 $4,324.47 360
6919905 EL DORADO HILLS CA 95762 SFD 7.250 6.750 $1,773.66 360
6920489 SARATOGA CA 95070 SFD 7.375 6.750 $1,899.36 360
6920558 ARROYO GRANDE CA 93420 SFD 7.250 6.750 $1,995.37 360
6920706 SAN MATEO CA 94402 SFD 7.000 6.733 $2,993.86 360
6922568 POWAY CA 92064 SFD 7.375 6.750 $2,870.79 360
6922941 TEMPE AZ 85284 SFD 7.375 6.750 $1,988.59 360
6923160 SARATOGA CA 95070 SFD 7.375 6.750 $4,444.49 360
6923282 PLEASANT HILL OR 97455 SFD 7.375 6.750 $2,062.36 360
6923741 EDINA MN 55436 SFD 7.500 6.750 $2,503.19 360
6924541 SARATOGA CA 95075 SFD 7.000 6.733 $6,653.03 360
6924560 MALIBU CA 90265 SFD 7.250 6.750 $2,783.28 360
6925231 LOS ANGELES CA 90068 SFD 7.375 6.750 $2,762.70 360
6926178 APPLE VALLEY MN 55124 SFD 7.625 6.750 $1,815.49 360
6926248 SANTA YNEZ CA 93460 SFD 7.625 6.750 $3,595.59 360
6927342 ESCONDIDO CA 92025 SFD 7.875 6.750 $2,943.78 360
6928947 CARNATION WA 98014 SFD 7.750 6.750 $2,068.64 360
6929823 COLLIERVILLE TN 38017 SFD 7.500 6.750 $2,615.06 360
6930013 CARLSBAD CA 92009 SFD 7.250 6.750 $2,184.67 360
6931890 LAS CRUCES NM 88001 SFD 7.625 6.750 $1,698.70 360
6932251 DENVER CO 80206 SFD 7.125 6.750 $2,465.81 360
6932467 ATLANTA GA 30327 SFD 7.250 6.750 $3,929.34 360
6932556 MCLEAN VA 22101 PUD 7.375 6.750 $1,836.51 360
6932977 UNION CITY CA 94587 SFD 7.125 6.750 $1,884.73 360
6934222 SAN JOSE CA 95120 SFD 7.625 6.750 $2,017.21 360
6934972 LOS OLIVOS CA 93462 SFD 7.250 6.750 $2,019.24 360
6935715 ARLINGTON VA 22201 SFD 7.375 6.750 $1,795.76 360
6936128 TABERNACLE TWP NJ 08088 SFD 6.875 6.608 $1,839.40 360
6936526 BROOKLYN NY 11234 SFD 7.875 6.750 $1,892.43 360
6937240 PRIEST RIVER ID 83856 SFD 7.500 6.750 $1,439.68 360
6937349 MILPITAS CA 95035 SFD 7.750 6.750 $2,143.86 360
6937652 ALISO VIEJO CA 92656 SFD 7.250 6.750 $1,652.23 360
6937834 TELLURIDE CO 81435 SFD 7.500 6.750 $2,048.70 360
6938117 TEMPE AZ 85284 SFD 7.250 6.750 $1,918.28 360
6938151 DEPERE WI 54115 SFD 7.375 6.750 $2,143.86 360
6938350 DARNESTOWN MD 20874 SFD 7.375 6.750 $3,064.87 360
6939418 SAN JOSE CA 95123 SFD 7.500 6.750 $2,441.66 360
6940937 BURLINGAME CA 94010 SFD 7.375 6.750 $2,590.03 360
6941801 MOBILE AL 36695 SFD 7.750 6.750 $1,755.21 360
6942703 LOS ANGELES CA 90046 SFD 7.250 6.750 $2,435.37 360
6942830 MARBLEHEAD MA 01945 SFD 8.125 6.750 $1,805.75 360
6944559 PLEASANTON CA 94566 SFD 7.625 6.750 $2,349.88 360
6945088 LAGUNA BEACH CA 92651 SFD 7.250 6.750 $2,455.83 360
6945114 ALBUQUERQUE NM 87105 SFD 7.875 6.750 $1,740.17 360
6945384 SAN FRANCISCO CA 94121 SFD 7.500 6.750 $2,953.48 360
6945448 RANCHO SANTE FE CA 92067 PUD 7.375 6.750 $6,906.75 360
6947085 UNION CITY CA 94587 SFD 7.250 6.750 $1,882.81 360
6947668 CASTLE ROCK CO 80104 PUD 7.375 6.750 $2,855.94 360
6947802 MEDIA PA 19063 SFD 7.500 6.750 $2,150.08 360
6949542 WOODBURY MN 55127 SFD 7.375 6.750 $2,251.60 360
6949840 FILLMORE CA 93015 SFD 7.875 6.750 $2,120.83 360
6950202 SAN DIEGO CA 92106 SFD 7.250 6.750 $2,499.49 360
6953629 RENO NV 89509 SFD 8.000 6.750 $1,860.09 360
6953647 REDWOOD CITY CA 94065 SFD 7.000 6.733 $2,975.23 360
6954233 COROLLA NC 27927 SFD 7.875 6.750 $2,610.25 360
6955131 CORTE MADERA CA 94925 SFD 7.250 6.750 $2,902.66 360
6955718 ASPEN CO 81611 LCO 7.000 6.733 $3,013.82 360
6956508 SOLANA BEACH CA 92075 PUD 7.375 6.750 $2,531.32 360
6959215 DENVER CO 80123 SFD 7.875 6.750 $1,835.15 360
6959889 BRECKENRIDGE CO 80424 SFD 7.375 6.750 $1,801.28 360
6960193 FORT LAUDERDALE FL 33316 SFD 7.000 6.733 $2,751.03 360
6960567 AVALON NJ 08202 SFD 7.500 6.750 $3,928.19 360
6960743 LAFAYETTE CA 94549 SFD 7.500 6.750 $3,496.07 360
6961252 FREMONT CA 94539 SFD 7.625 6.750 $2,673.27 360
6966361 ENGLEWOOD CO 80111 PUD 7.375 6.750 $1,922.84 360
6969089 BOULDER CO 80304 SFD 7.250 6.750 $2,728.71 360
6969128 SANDY UT 84070 SFD 7.500 6.750 $696.84 240
6970704 ORANGEVALE CA 95662 SFD 7.500 6.750 $1,817.96 360
6971541 LOS ANGELES CA 90272 SFD 7.500 6.750 $5,593.72 360
6977979 CHANHASSEN MN 55317 SFD 7.500 6.750 $3,356.23 360
6980859 BOZEMAN MT 59715 SFD 7.375 6.750 $1,804.39 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ ---- ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4643427 46905 474673.11 67.86 0.250 0.017 0.858
4657390 46631 456590.63 75.41 0.250 0.017 0.633
4687503 46935 129250 70 0.250 0.017 0.608
4706284 46844 573711.79 66.09 0.250 0.017 0.483
4707959 46935 612500 70 0.250 0.017 0.233
4708934 46905 247815.95 80 0.250 0.017 0.483
4715684 46935 805000 70 0.250 0.017 0.483
4721681 46935 315000 90 33 0.250 0.017 0.608
4726751 46935 276000 64.19 0.250 0.017 0.608
4727898 45078 233339 80 0.250 0.017 0.608
4729412 46844 378624.13 80 0.250 0.017 0.358
4732612 46935 265350 94.98 1 0.250 0.017 0.858
4733666 46935 324000 90 11 0.250 0.017 0.608
4734244 46905 391716.29 70 0.250 0.017 0.608
4735308 46844 303318.93 80 0.250 0.017 0.483
4736843 46935 396000 80 0.250 0.017 0
4744565 46935 238500 54.83 0.250 0.017 0.233
4745179 46874 271285.25 73.43 0.250 0.017 0.358
4746108 46905 370931.34 80 0.250 0.017 0.608
4750062 46905 237523.59 67.15 0.250 0.017 0.483
4750299 46905 470675.86 75 0.250 0.017 0.858
4750640 46935 252000 80 0.250 0.017 0.233
4750723 46874 229911.92 79.99 0.250 0.017 0
4750746 46905 264993.11 80 0.250 0.017 0.233
4751198 46935 400000 61.54 0.250 0.017 0
4751728 46905 329761.16 76.74 0.250 0.017 0.608
4752085 46935 187600 94.99 17 0.250 0.017 0.233
4752525 46844 361208.99 76.05 0.250 0.017 0.608
4752536 46874 389358.78 69.64 0.250 0.017 0
4754296 46935 500000 66.67 0.250 0.017 0.358
4755154 46905 109922.36 66.67 0.250 0.017 0.733
4755588 46905 274795.91 64.71 0.250 0.017 0.483
4756293 46905 349733.69 63.64 0.250 0.017 0.358
4756321 46935 475000 79.17 0.250 0.017 0.108
4756324 1-Jun-28 $463,580.75 74.94 0.250 0.017 0.858
4756443 1-Jun-28 $234,825.60 69.12 0.250 0.017 0.483
4756448 1-May-28 $290,067.46 70.00 0.250 0.017 0.483
4756462 1-Jun-28 $643,497.62 80.00 0.250 0.017 0.233
4756741 1-Jun-28 $242,124.55 79.48 0.250 0.017 0.608
4757210 1-Jun-28 $499,619.54 80.00 0.250 0.017 0.358
4757591 1-Jun-28 $431,979.17 78.60 0.250 0.017 0.483
4757916 1-Jun-28 $285,798.15 71.50 0.250 0.017 0.733
4758138 1-May-28 $244,616.60 79.03 0.250 0.017 0.233
4758878 1-Jul-28 $300,000.00 61.86 0.250 0.017 0.608
4758962 1-Jun-28 $258,802.93 54.53 0.250 0.017 0.358
4758999 1-Jun-28 $329,748.90 76.63 0.250 0.017 0.358
4759016 1-May-28 $252,623.31 74.41 0.250 0.017 0.483
4759021 1-May-28 $41,545.39 80.00 0.250 0.017 1.108
4759101 1-Jul-28 $275,000.00 69.59 0.250 0.017 0.483
4759263 1-Jun-28 $337,236.72 90.00 11 0.250 0.017 0.233
4759289 1-Jun-28 $274,805.91 88.42 12 0.250 0.017 0.733
4759625 1-Jun-28 $319,762.51 61.54 0.250 0.017 0.483
4759865 1-Jun-28 $489,636.35 80.00 0.250 0.017 0.483
4759871 1-Jul-28 $252,000.00 80.00 0.250 0.017 0.000
4760115 1-Jul-28 $306,900.00 90.00 06 0.250 0.017 0.483
4761542 1-Jun-28 $494,623.35 58.24 0.250 0.017 0.358
4761689 1-Jun-28 $342,145.89 80.00 0.250 0.017 0.483
4762231 1-Jul-28 $325,500.00 70.00 0.250 0.017 0.233
4762254 1-Jul-28 $600,000.00 57.42 0.250 0.017 0.000
4762828 1-Jul-28 $100,000.00 55.45 0.250 0.017 0.483
4762991 1-Jul-28 $300,000.00 68.97 0.250 0.017 0.608
4763533 1-Jun-28 $269,804.59 70.68 0.250 0.017 0.608
4764658 1-Jun-28 $299,777.36 54.55 0.250 0.017 0.483
4764809 1-Jul-28 $371,000.00 46.32 0.250 0.017 0.108
4765073 1-Apr-28 $406,305.74 80.00 0.250 0.017 0.583
4765234 1-Jun-28 $333,752.12 88.82 01 0.250 0.017 0.483
4765377 1-Jun-28 $334,795.06 68.38 0.250 0.017 0.358
4765437 1-Jul-28 $425,000.00 62.04 0.250 0.017 0.108
4765469 1-Jul-28 $291,300.00 69.61 0.250 0.017 0.483
4765813 1-Jul-28 $254,700.00 90.00 0.250 0.017 0.358
4765923 1-Jul-28 $680,800.00 80.00 0.250 0.017 0.108
4766322 1-Jul-28 $236,500.00 76.91 0.250 0.017 0.608
4767141 1-May-28 $299,542.04 70.59 0.250 0.017 0.358
4767171 1-Jul-28 $240,000.00 80.00 0.250 0.017 0.233
4767972 1-Jun-28 $164,868.05 86.39 24 0.250 0.017 0.108
4768394 1-Mar-28 $269,249.39 75.00 0.250 0.017 0.858
4768819 1-Jul-28 $286,300.00 75.34 0.250 0.017 0.733
4769230 1-Jun-28 $355,729.11 68.86 0.250 0.017 0.358
4769380 1-Jun-28 $283,783.90 80.00 0.250 0.017 0.358
4769734 1-May-28 $279,561.82 77.78 0.250 0.017 0.233
4770238 1-Mar-28 $235,825.82 77.54 0.250 0.017 0.733
4770636 1-Jul-28 $250,000.00 60.98 0.250 0.017 0.483
4770657 1-Jun-28 $369,725.41 69.48 0.250 0.017 0.483
4771065 1-Jul-28 $260,000.00 74.29 0.250 0.017 0.858
4771103 1-Jul-28 $253,300.00 74.17 0.250 0.017 0.358
4771841 1-Jul-28 $513,600.00 80.00 0.250 0.017 0.733
4772187 1-Jul-28 $277,550.00 79.53 0.250 0.017 0.608
4772379 1-Jul-28 $249,600.00 80.00 0.250 0.017 0.000
4772556 1-Jul-28 $250,000.00 54.95 0.250 0.017 0.483
4772563 1-Jun-28 $426,698.62 74.26 0.250 0.017 0.733
4772770 1-Jun-28 $258,942.57 90.00 12 0.250 0.017 0.000
4772780 1-Jun-28 $517,143.87 75.00 0.250 0.017 0.858
4773078 1-Jul-28 $275,000.00 65.48 0.250 0.017 0.233
4773373 1-Jul-28 $605,000.00 69.54 0.250 0.017 0.108
4773417 1-Jul-28 $255,000.00 75.00 0.250 0.017 0.483
4773554 1-Jul-28 $278,000.00 73.16 0.250 0.017 0.233
4774278 1-Jun-28 $266,701.93 83.41 12 0.250 0.017 0.483
4774636 1-Jul-28 $277,600.00 80.00 0.250 0.017 0.358
4774651 1-Jul-28 $162,000.00 54.00 0.250 0.017 0.108
4774686 1-Jul-28 $238,000.00 70.00 0.250 0.017 0.483
4774929 1-Jul-28 $488,750.00 85.00 17 0.250 0.017 0.858
4774996 1-Jul-28 $375,000.00 75.00 0.250 0.017 0.483
4775092 1-Jul-28 $240,000.00 72.73 0.250 0.017 0.358
4775198 1-Jul-28 $295,000.00 74.68 0.250 0.017 0.358
4775343 1-Jul-28 $391,200.00 80.00 0.250 0.017 0.483
4775358 1-Jun-28 $299,782.87 67.42 0.250 0.017 0.608
4775364 1-Jun-28 $276,050.06 85.00 13 0.250 0.017 0.608
4775472 1-Jul-28 $331,200.00 90.00 33 0.250 0.017 0.108
4775631 1-Jun-28 $307,777.08 80.00 0.250 0.017 0.608
4775657 1-Jun-28 $267,681.19 80.00 0.250 0.017 0.483
4775856 1-Jun-28 $363,459.11 75.00 0.250 0.017 0.108
4776007 1-Jun-28 $284,793.73 66.28 0.250 0.017 0.608
4776239 1-Jun-28 $257,588.68 80.00 0.250 0.017 0.000
4776270 1-Jul-28 $556,800.00 76.80 0.250 0.017 0.733
4776624 1-Jun-28 $439,656.76 88.00 12 0.250 0.017 0.233
4776962 1-Jul-28 $318,000.00 72.27 0.250 0.017 0.483
4777237 1-Jul-28 $340,000.00 65.38 0.250 0.017 0.608
4777274 1-Jul-28 $255,600.00 80.00 0.250 0.017 0.358
4777354 1-Mar-28 $398,858.30 80.00 0.250 0.017 0.983
4777607 1-Jun-28 $584,565.84 53.18 0.250 0.017 0.483
4778289 1-Jul-28 $234,000.00 79.97 0.250 0.017 0.358
4778386 1-Jul-28 $449,600.00 80.00 0.250 0.017 0.233
4778462 1-Jul-28 $328,000.00 80.00 0.250 0.017 0.233
4778519 1-Jul-28 $380,000.00 80.00 0.250 0.017 0.358
4778827 1-Jul-28 $238,000.00 80.00 0.250 0.017 0.358
4779298 1-Jun-28 $549,611.82 64.71 0.250 0.017 0.733
4779318 1-Jun-28 $310,019.76 85.00 06 0.250 0.017 0.483
4779522 1-Jul-28 $466,000.00 73.97 0.250 0.017 0.233
4779606 1-Jun-28 $330,860.36 77.91 0.250 0.017 0.608
4779904 1-Jul-28 $304,500.00 89.96 33 0.250 0.017 1.108
4780066 1-Jul-28 $84,000.00 70.00 0.250 0.017 0.733
4780097 1-May-28 $331,256.21 80.00 0.250 0.017 0.483
4780187 1-May-28 $425,511.61 63.13 0.250 0.017 0.858
4780211 1-Jul-28 $293,000.00 75.13 0.250 0.017 0.608
4780463 1-Jul-28 $355,500.00 90.00 01 0.250 0.017 0.483
4780544 1-Jul-28 $278,000.00 89.97 11 0.250 0.017 0.733
4780602 1-Jul-28 $297,000.00 77.14 0.250 0.017 0.608
4780665 1-Jun-28 $299,777.35 77.92 0.250 0.017 0.483
4780852 1-Jul-28 $316,350.00 89.90 0.250 0.017 0.358
4780895 1-Jul-28 $238,000.00 89.81 06 0.250 0.017 0.483
4781062 1-Jul-28 $250,000.00 83.33 17 0.250 0.017 0.858
4781359 1-Jun-28 $247,011.90 80.00 0.250 0.017 0.358
4781978 1-Jul-28 $320,000.00 80.00 0.250 0.017 0.000
4782046 1-Jun-28 $305,161.76 70.00 0.250 0.017 0.233
4782087 1-Jul-28 $352,000.00 64.00 0.250 0.017 0.983
4782271 1-Jul-28 $568,000.00 75.53 0.250 0.017 0.483
4782387 1-Jun-28 $334,745.10 68.37 0.250 0.017 0.358
4782409 1-Jul-28 $449,000.00 69.08 0.250 0.017 0.483
4782738 1-Jul-28 $239,875.00 95.00 33 0.250 0.017 0.358
4783555 1-Jun-28 $239,803.27 80.00 0.250 0.017 0.000
4783660 1-Jul-28 $243,000.00 70.43 0.250 0.017 0.108
4783825 1-Jul-28 $400,000.00 88.89 0.250 0.017 0.858
4784017 1-Jul-28 $574,600.00 52.24 0.250 0.017 0.358
4784089 1-May-28 $270,176.54 95.00 01 0.250 0.017 0.233
4784106 1-Jan-28 $250,831.68 86.90 06 0.250 0.017 0.358
4784114 1-Apr-28 $384,131.15 79.92 0.250 0.017 0.608
4784334 1-Jul-28 $954,000.00 62.15 0.250 0.017 0.358
4784374 1-Jul-28 $330,000.00 75.00 0.250 0.017 0.983
4784402 1-Jul-28 $650,000.00 65.33 0.250 0.017 0.608
4784423 1-Jun-28 $649,492.94 76.47 0.250 0.017 0.233
4784642 1-Jun-28 $299,771.72 54.55 0.250 0.017 0.358
4784663 1-Jun-28 $319,756.51 64.00 0.250 0.017 0.358
4784688 1-Jul-28 $500,000.00 76.34 0.250 0.017 0.233
4784838 1-Jun-28 $484,830.80 69.31 0.250 0.017 0.358
4784982 1-Jul-28 $272,000.00 80.00 0.250 0.017 0.358
4785522 1-Jun-28 $303,149.16 75.85 0.250 0.017 0.358
4785696 1-Jun-28 $449,682.39 74.88 0.250 0.017 0.733
4785827 1-Jun-28 $333,639.53 90.00 13 0.250 0.017 0.233
4785850 1-Jul-28 $270,000.00 72.97 0.250 0.017 0.358
4785912 1-Jun-28 $304,767.92 88.41 0.250 0.017 0.358
4785916 1-Jun-28 $291,772.22 80.00 0.250 0.017 0.233
4785954 1-Jun-28 $250,059.58 89.38 01 0.250 0.017 0.358
4786474 1-Jul-28 $500,000.00 71.94 0.250 0.017 0.608
4786515 1-Jul-28 $297,000.00 79.20 0.250 0.017 0.358
4786550 1-Jul-28 $489,200.00 80.00 0.250 0.017 0.608
4786570 1-Jul-28 $450,000.00 74.38 0.250 0.017 0.000
4786659 1-Jul-28 $297,000.00 90.00 0.250 0.017 0.358
4787036 1-Jul-28 $650,000.00 59.63 0.250 0.017 0.358
4787471 1-Jul-28 $239,200.00 84.97 0.250 0.017 0.858
4787487 1-Apr-28 $307,256.70 80.00 0.250 0.017 0.108
4787566 1-Jul-28 $287,000.00 66.74 0.250 0.017 0.108
4787853 1-Jul-28 $408,750.00 75.00 0.250 0.017 0.233
4787854 1-Jun-28 $435,633.71 80.00 0.250 0.017 0.000
4788319 1-Jun-28 $271,803.14 80.00 0.250 0.017 0.608
4788674 1-Jun-28 $280,311.79 74.21 0.250 0.017 0.983
4788772 1-Jul-28 $415,000.00 69.75 0.250 0.017 0.000
4788854 1-Jul-28 $436,700.00 45.16 0.250 0.017 0.358
4788903 1-Jul-28 $343,200.00 80.00 0.250 0.017 0.358
4788907 1-Jul-28 $234,900.00 79.90 0.250 0.017 0.608
4788998 1-May-28 $260,639.59 71.51 0.250 0.017 0.858
4789269 1-Jul-28 $302,400.00 90.00 0.250 0.017 0.358
4789456 1-Jul-28 $288,000.00 80.00 0.250 0.017 0.358
4789470 1-Jul-28 $244,000.00 80.00 0.250 0.017 0.983
4789482 1-Jul-28 $276,000.00 80.00 0.250 0.017 0.358
4789671 1-Jul-28 $483,000.00 62.73 0.250 0.017 0.483
4789812 1-Jul-28 $287,900.00 89.97 17 0.250 0.017 0.983
4789819 1-Jun-28 $347,566.64 74.80 0.250 0.017 0.983
4789874 1-Jul-28 $277,600.00 80.00 0.250 0.017 0.000
4790014 1-Jul-28 $288,000.00 90.00 33 0.250 0.017 0.608
4790215 1-Jul-28 $255,000.00 75.00 0.250 0.017 0.233
4790219 1-Jul-28 $293,700.00 89.00 33 0.250 0.017 0.733
4790303 1-Jun-28 $359,732.83 90.00 11 0.250 0.017 0.483
4790422 1-Jul-28 $295,000.00 69.41 0.250 0.017 0.358
4790438 1-Jul-28 $270,000.00 40.00 0.250 0.017 0.358
4790494 1-Jul-28 $257,000.00 66.24 0.250 0.017 0.733
4790885 1-Jul-28 $273,000.00 70.00 0.250 0.017 0.858
4791199 1-Jul-28 $304,000.00 80.00 0.250 0.017 0.733
4791826 1-Jul-28 $319,200.00 80.00 0.250 0.017 0.233
4791917 1-Jun-28 $364,742.38 78.49 0.250 0.017 0.733
4791934 1-Jul-28 $356,000.00 44.50 0.250 0.017 0.358
4792604 1-Jul-28 $280,000.00 80.00 0.250 0.017 0.358
4792775 1-Jun-28 $615,243.06 79.65 0.250 0.017 0.483
4792890 1-Jul-28 $416,000.00 80.00 0.250 0.017 0.108
4792900 1-May-28 $307,550.48 80.00 0.250 0.017 0.583
4792915 1-May-28 $84,178.25 47.00 0.250 0.017 0.733
4792953 1-May-28 $259,620.54 80.00 0.250 0.017 0.583
4792992 1-Jul-28 $290,000.00 71.08 0.250 0.017 0.608
4792999 1-May-28 $421,190.54 73.36 0.250 0.017 0.633
4793008 1-May-28 $302,031.28 79.61 0.250 0.017 0.283
4793013 1-May-28 $229,647.15 65.71 0.250 0.017 0.333
4793031 1-May-28 $379,397.00 79.83 0.250 0.017 0.483
4793036 1-May-28 $239,642.65 68.57 0.250 0.017 0.483
4793038 1-May-28 $273,575.44 75.07 0.250 0.017 0.283
4793041 1-May-28 $296,557.79 53.04 0.250 0.017 0.483
4793046 1-May-28 $342,672.20 80.00 0.250 0.017 0.583
4793053 1-May-28 $387,410.65 80.00 0.250 0.017 0.383
4793059 1-May-28 $378,412.75 64.24 0.250 0.017 0.283
4793065 1-May-28 $392,376.49 64.43 0.250 0.017 0.183
4793074 1-May-28 $129,802.53 46.76 0.250 0.017 0.383
4793263 1-May-28 $303,528.96 80.00 0.250 0.017 0.283
4793268 1-May-28 $462,296.74 68.09 0.250 0.017 0.383
4793274 1-May-28 $296,557.79 90.00 11 0.250 0.017 0.483
4793277 1-May-28 $617,051.91 72.71 0.250 0.017 0.333
4793282 1-May-28 $256,809.32 69.51 0.250 0.017 0.383
4793325 1-May-28 $420,300.95 38.27 0.250 0.017 0.000
4793356 1-May-28 $282,557.13 79.72 0.250 0.017 0.233
4793368 1-May-28 $250,618.74 61.52 0.250 0.017 0.383
4793372 1-Jul-28 $650,000.00 72.06 0.250 0.017 0.000
4793374 1-May-28 $423,336.48 80.00 0.250 0.017 0.233
4793404 1-May-28 $274,598.65 76.39 0.250 0.017 0.583
4793448 1-May-28 $281,039.92 65.17 0.250 0.017 0.183
4793457 1-May-28 $437,328.05 67.38 0.250 0.017 0.333
4793482 1-Jul-28 $240,300.00 90.00 17 0.250 0.017 0.608
4793631 1-May-28 $250,449.30 79.68 0.250 0.017 0.633
4793722 1-May-28 $149,769.88 54.55 0.250 0.017 0.333
4793746 1-Mar-28 $273,644.14 88.55 33 0.250 0.017 0.283
4793753 1-Mar-28 $558,147.75 48.70 0.250 0.017 0.000
4793783 1-May-28 $239,223.69 80.00 0.250 0.017 0.083
4793792 1-May-28 $279,499.13 80.00 0.250 0.017 0.333
4793794 1-May-28 $275,559.44 80.00 0.250 0.017 0.133
4793805 1-May-28 $263,602.88 80.00 0.250 0.017 0.433
4793811 1-May-28 $269,445.15 50.00 0.250 0.017 0.333
4793989 1-May-28 $258,606.59 70.09 0.250 0.017 0.383
4794001 1-May-28 $359,479.83 80.00 0.250 0.017 0.633
4794011 1-Mar-28 $314,046.62 19.69 0.250 0.017 0.433
4794024 1-May-28 $276,455.48 58.07 0.250 0.017 0.233
4794036 1-Feb-28 $278,883.64 80.00 0.250 0.017 0.183
4794066 1-May-28 $309,524.41 63.92 0.250 0.017 0.333
4794081 1-May-28 $403,206.17 68.64 0.250 0.017 0.583
4794155 1-Mar-28 $239,080.90 54.42 0.250 0.017 0.583
4794160 1-Mar-28 $300,659.64 80.00 0.250 0.017 0.283
4794167 1-Mar-28 $500,550.94 79.84 0.250 0.017 0.083
4794182 1-May-28 $499,225.27 68.03 0.250 0.017 0.283
4794195 1-May-28 $398,781.13 69.46 0.250 0.017 0.283
4794209 1-May-28 $349,446.83 56.45 0.250 0.017 0.183
4794220 1-May-28 $399,410.35 76.19 0.250 0.017 0.533
4794254 1-Mar-28 $166,499.59 74.22 0.250 0.017 0.483
4794257 1-May-28 $401,882.50 70.00 0.250 0.017 0.333
4794265 1-May-28 $314,516.74 45.00 0.250 0.017 0.333
4794271 1-May-28 $294,247.88 74.99 0.250 0.017 0.333
4794278 1-May-28 $299,521.12 63.83 0.250 0.017 0.133
4794289 1-Mar-28 $258,151.71 79.69 0.250 0.017 0.033
4794294 1-May-28 $99,843.51 56.72 0.250 0.017 0.233
4794297 1-May-28 $196,723.81 64.59 0.250 0.017 0.783
4794303 1-May-28 $243,614.35 80.00 0.250 0.017 0.183
4794311 1-May-28 $449,336.64 72.00 0.250 0.017 0.533
4794334 1-May-28 $231,640.52 80.00 0.250 0.017 0.283
4794336 1-May-28 $256,428.95 72.34 0.250 0.017 0.633
4794339 1-May-28 $303,428.35 80.00 0.250 0.017 0.283
4794347 1-May-28 $259,608.99 80.00 0.250 0.017 0.433
4794388 1-May-28 $300,556.23 78.18 0.250 0.017 0.533
4794402 1-May-28 $171,746.45 31.56 0.250 0.017 0.533
4794407 1-May-28 $317,477.14 74.82 0.250 0.017 0.000
4794411 1-May-28 $262,383.41 44.89 0.250 0.017 0.233
4794415 1-May-28 $494,455.28 80.00 0.250 0.017 0.433
4794444 1-May-28 $649,041.82 74.29 0.250 0.017 0.533
4794491 1-May-28 $247,131.49 75.00 0.250 0.017 0.483
4794506 1-May-28 $305,553.42 71.16 0.250 0.017 0.583
4794510 1-May-28 $337,002.48 90.00 06 0.250 0.017 0.533
4794557 1-Jul-28 $499,900.00 79.98 0.250 0.017 0.358
4794578 1-Jul-28 $411,250.00 76.44 0.250 0.017 0.358
4794682 1-May-28 $271,599.03 80.00 0.250 0.017 0.533
4794683 1-May-28 $474,313.68 67.86 0.250 0.017 0.633
4794686 1-May-28 $260,611.39 81.31 01 0.250 0.017 0.483
4794688 1-May-28 $292,064.94 69.76 0.250 0.017 0.533
4794692 1-Mar-28 $423,713.73 79.44 0.250 0.017 0.433
4794693 1-May-28 $269,581.64 75.00 0.250 0.017 0.283
4794695 1-May-28 $239,622.07 80.00 0.250 0.017 0.333
4794696 1-May-28 $369,460.00 77.89 0.250 0.017 0.583
4794697 1-May-28 $649,079.52 65.00 0.250 0.017 0.733
4794698 1-May-28 $283,581.34 80.00 0.250 0.017 0.533
4794700 1-May-28 $363,352.73 79.98 0.250 0.017 0.433
4794701 1-May-28 $242,131.65 57.06 0.250 0.017 0.383
4794704 1-May-28 $603,109.63 58.93 0.250 0.017 0.533
4794705 1-May-28 $199,708.12 44.64 0.250 0.017 0.583
4794706 1-May-28 $358,460.10 62.43 0.250 0.017 0.433
4794708 1-May-28 $319,528.27 71.91 0.250 0.017 0.533
4794709 1-May-28 $436,508.99 80.00 0.250 0.017 0.183
4794711 1-May-28 $244,459.19 79.03 0.250 0.017 0.533
4794714 1-May-28 $424,148.97 78.70 0.250 0.017 0.033
4794716 1-May-28 $64,907.01 39.39 0.250 0.017 0.683
4794719 1-May-28 $269,593.91 72.00 0.250 0.017 0.483
4794720 1-May-28 $549,189.24 70.97 0.250 0.017 0.533
4794721 1-May-28 $356,341.48 69.98 0.250 0.017 0.233
4794722 1-May-28 $274,582.28 40.44 0.250 0.017 0.383
4794724 1-May-28 $319,518.75 71.91 0.250 0.017 0.433
4794726 1-May-28 $351,481.11 80.00 0.250 0.017 0.533
4794727 1-May-28 $252,604.07 79.06 0.250 0.017 0.233
4794728 1-May-28 $99,656.36 57.14 0.250 0.017 0.683
4794729 1-May-28 $271,590.96 80.00 0.250 0.017 0.433
4794730 1-May-28 $307,527.48 80.00 0.250 0.017 0.333
4794746 1-May-28 $303,551.86 80.00 0.250 0.017 0.533
4794752 1-May-28 $287,491.51 80.00 0.250 0.017 0.733
4794757 1-May-28 $419,310.95 67.20 0.250 0.017 0.483
4794765 1-May-28 $285,666.39 90.00 33 0.250 0.017 0.333
4794789 1-May-28 $383,422.52 80.00 0.250 0.017 0.433
4794794 1-Mar-28 $311,092.62 80.00 0.250 0.017 0.633
4794797 1-May-28 $649,012.69 77.38 0.250 0.017 0.383
4794800 1-May-28 $255,615.00 80.00 0.250 0.017 0.433
4794807 1-May-28 $231,569.78 80.00 0.250 0.017 0.533
4794815 1-Mar-28 $81,700.21 54.67 0.250 0.017 0.483
4794817 1-May-28 $238,829.36 80.00 0.250 0.017 0.283
4794840 1-May-28 $433,324.27 62.00 0.250 0.017 0.333
4794843 1-May-28 $459,868.99 48.02 0.250 0.017 0.183
4794845 1-May-28 $354,455.38 34.13 0.250 0.017 0.333
4794859 1-May-28 $466,368.43 74.88 0.250 0.017 0.433
4794875 1-May-28 $279,583.09 80.00 0.250 0.017 0.483
4794902 1-May-28 $247,645.23 78.73 0.250 0.017 0.683
4794923 1-May-28 $376,421.63 76.94 0.250 0.017 0.333
4794941 1-May-28 $259,584.99 80.00 0.250 0.017 0.133
4794946 1-May-28 $352,236.85 54.03 0.250 0.017 0.133
4794952 1-May-28 $451,327.01 80.00 0.250 0.017 0.483
4794953 1-May-28 $337,696.44 79.97 0.250 0.017 0.483
4794960 1-May-28 $293,092.66 94.98 01 0.250 0.017 0.833
4794962 1-May-28 $349,489.19 76.92 0.250 0.017 0.583
4794967 1-May-28 $336,503.21 68.78 0.250 0.017 0.533
4794972 1-May-28 $238,437.51 74.63 0.250 0.017 0.583
4794976 1-May-28 $302,535.16 69.66 0.250 0.017 0.333
4794986 1-May-28 $424,354.44 30.82 0.250 0.017 0.383
4794987 1-May-28 $265,583.73 61.15 0.250 0.017 0.233
4794995 1-May-28 $234,650.09 66.20 0.250 0.017 0.483
4794997 1-May-28 $451,340.34 80.00 0.250 0.017 0.583
4795002 1-May-28 $459,328.65 80.00 0.250 0.017 0.583
4795015 1-May-28 $449,356.29 51.14 0.250 0.017 0.683
4795030 1-May-28 $349,910.91 73.13 0.250 0.017 0.433
4795046 1-May-28 $399,404.43 65.25 0.250 0.017 0.483
4795180 1-Jul-28 $287,500.00 73.16 0.250 0.017 0.483
4795226 1-Nov-27 $84,544.53 85.00 0.250 0.017 1.108
4795260 1-Jul-28 $280,000.00 80.00 0.250 0.017 0.233
4795298 1-Jun-28 $292,282.93 75.00 0.250 0.017 0.483
4795441 1-Jul-28 $250,400.00 80.00 0.250 0.017 0.358
4795774 1-Jul-28 $250,000.00 53.16 0.250 0.017 0.000
4795901 1-Jul-28 $374,000.00 85.00 33 0.250 0.017 0.483
4796076 1-May-28 $129,664.93 65.00 0.250 0.017 0.733
4796113 1-May-28 $404,390.93 73.91 0.250 0.017 0.433
4796120 1-May-28 $296,548.88 90.00 11 0.250 0.017 0.383
4796121 1-Jul-28 $521,600.00 52.16 0.250 0.017 0.358
4796150 1-May-28 $554,190.01 60.00 0.250 0.017 0.583
4796167 1-May-28 $57,915.34 63.04 0.250 0.017 0.583
4796219 1-May-28 $326,293.63 79.71 0.250 0.017 0.283
4796238 1-May-28 $54,925.94 29.73 0.250 0.017 0.983
4796252 1-May-28 $292,914.34 79.30 0.250 0.017 0.483
4796260 1-Mar-28 $329,011.14 70.97 0.250 0.017 0.483
4796282 1-May-28 $343,492.90 80.00 0.250 0.017 0.533
4796313 1-May-28 $335,479.39 80.00 0.250 0.017 0.283
4796327 1-Feb-28 $349,096.40 80.00 0.250 0.017 0.533
4796723 1-Jul-28 $285,000.00 69.51 0.250 0.017 0.358
4796928 1-May-28 $60,006.88 23.12 0.250 0.017 0.283
4796946 1-May-28 $99,851.10 62.89 0.250 0.017 0.483
4796954 1-May-28 $85,869.37 80.00 0.250 0.017 0.383
4797006 1-May-28 $34,950.93 42.17 0.250 0.017 0.783
4797018 1-May-28 $334,515.96 79.76 0.250 0.017 0.633
4797055 1-May-28 $424,566.89 56.69 0.250 0.017 0.483
4797104 1-Jul-28 $410,000.00 64.01 0.250 0.017 0.233
4797150 1-Jul-28 $315,000.00 90.00 33 0.250 0.017 0.608
4797166 1-May-28 $205,910.91 74.98 0.250 0.017 0.783
4797182 1-May-28 $100,751.26 56.69 0.250 0.017 0.533
4797201 1-May-28 $135,793.43 80.00 0.250 0.017 0.383
4797227 1-May-28 $377,420.09 63.00 0.250 0.017 0.333
4797261 1-May-28 $456,845.57 75.00 0.250 0.017 0.683
4797281 1-May-28 $52,325.00 75.00 0.250 0.017 0.733
4797286 1-May-28 $551,194.38 80.00 0.250 0.017 0.583
4797301 1-Feb-28 $306,772.01 80.00 0.250 0.017 0.183
4797686 1-May-28 $319,494.23 69.57 0.250 0.017 0.183
4797923 1-Jul-28 $334,250.00 79.99 0.250 0.017 0.108
4798195 1-May-28 $239,646.22 80.00 0.250 0.017 0.533
4798297 1-Jul-28 $238,500.00 90.00 33 0.250 0.017 0.858
4798373 1-Jul-28 $325,500.00 70.00 0.250 0.017 0.108
4798742 1-Jun-28 $48,960.81 86.12 11 0.250 0.017 0.108
4799211 1-Jul-28 $537,500.00 68.25 0.250 0.017 0.108
4799264 1-Jun-28 $324,746.48 73.03 0.250 0.017 0.233
4799932 1-Jul-28 $265,500.00 90.00 11 0.250 0.017 0.358
4800223 1-Mar-28 $189,900.15 73.55 0.250 0.017 0.233
4800262 1-Jun-28 $469,642.38 62.67 0.250 0.017 0.358
4800359 1-Jul-28 $292,000.00 69.03 0.250 0.017 0.483
4800373 1-Jun-28 $269,794.55 54.00 0.250 0.017 0.358
4800388 1-Jul-28 $206,250.00 75.00 0.250 0.017 0.358
4800685 1-Jul-28 $305,000.00 61.00 0.250 0.017 0.358
4800818 1-Jul-28 $312,000.00 63.03 0.250 0.017 0.483
4800822 1-Jul-28 $450,000.00 56.25 0.250 0.017 0.108
4800891 1-Jul-28 $300,000.00 67.42 0.250 0.017 0.483
4801017 1-Jul-28 $296,000.00 80.00 0.250 0.017 0.108
4801021 1-Jun-28 $540,045.92 71.12 0.250 0.017 0.000
4801025 1-Jul-28 $245,000.00 53.85 0.250 0.017 0.000
4801032 1-Jul-28 $305,000.00 66.30 0.250 0.017 0.483
4801033 1-Jul-28 $321,000.00 67.58 0.250 0.017 0.483
4801040 1-Jul-28 $649,900.00 71.81 0.250 0.017 0.233
4801211 1-Jul-28 $536,000.00 80.00 0.250 0.017 0.483
4801215 1-Jul-28 $355,800.00 73.06 0.250 0.017 0.233
4801218 1-Jul-28 $345,800.00 65.25 0.250 0.017 0.483
4801220 1-Jul-28 $300,000.00 48.39 0.250 0.017 0.483
4801316 1-Jul-28 $459,200.00 80.00 0.250 0.017 0.358
4801368 1-May-28 $411,401.70 80.00 0.250 0.017 0.608
4801712 1-Jun-28 $76,441.79 90.00 12 0.250 0.017 0.358
4801902 1-Jul-28 $250,000.00 71.89 0.250 0.017 0.733
4803281 1-Jun-28 $522,592.01 78.06 0.250 0.017 0.233
4805327 1-Jul-28 $475,000.00 57.30 0.250 0.017 0.108
4805349 1-Jul-28 $628,000.00 57.09 0.250 0.017 0.358
4805838 1-Jul-28 $259,000.00 70.00 0.250 0.017 0.000
6305399 1-Apr-28 $249,810.44 80.00 0.250 0.017 0.233
6485817 1-May-28 $495,164.21 78.17 0.250 0.017 0.000
6493568 1-Jun-28 $332,396.88 79.99 0.250 0.017 0.358
6496103 1-May-28 $349,452.27 78.74 0.250 0.017 0.233
6539261 1-Jul-28 $350,000.00 50.00 0.250 0.017 0.108
6541553 1-Jun-28 $239,222.33 90.00 01 0.250 0.017 0.483
6544856 1-Apr-28 $303,248.90 90.00 33 0.250 0.017 0.608
6567942 1-Jun-28 $246,825.67 95.00 13 0.250 0.017 0.733
6581565 1-Jun-28 $235,233.29 80.00 0.250 0.017 0.483
6587574 1-May-28 $399,430.85 80.00 0.250 0.017 0.233
6608149 1-Jun-28 $489,598.35 49.00 0.250 0.017 0.000
6616870 1-Jun-28 $330,784.58 80.00 0.250 0.017 0.358
6624808 1-Jul-28 $378,520.00 80.00 0.250 0.017 0.233
6631900 1-Jul-28 $247,209.00 80.00 0.250 0.017 0.358
6632037 1-Feb-28 $159,428.01 62.75 0.250 0.017 0.733
6638278 1-Jul-28 $363,000.00 61.63 0.250 0.017 0.000
6641408 1-May-28 $594,068.88 70.00 0.250 0.017 0.233
6643102 1-Jul-23 $271,000.00 57.91 0.250 0.017 0.608
6649863 1-May-28 $390,737.57 89.99 11 0.250 0.017 0.233
6653823 1-Apr-28 $323,255.82 90.00 11 0.250 0.017 0.358
6664303 1-May-28 $299,542.04 73.35 0.250 0.017 0.358
6695107 1-Apr-28 $358,374.99 80.00 0.250 0.017 0.358
6703145 1-May-23 $351,178.75 80.00 0.250 0.017 0.358
6709365 1-Jun-28 $297,273.63 85.00 13 0.250 0.017 0.358
6712549 1-Jul-28 $471,200.00 80.00 0.250 0.017 0.358
6718991 1-May-28 $289,157.91 80.00 0.250 0.017 0.358
6719669 1-Apr-28 $386,748.35 58.79 0.250 0.017 0.608
6722614 1-Apr-28 $274,399.10 75.34 0.250 0.017 0.608
6724961 1-May-28 $319,511.52 58.18 0.250 0.017 0.358
6727649 1-Jul-28 $524,000.00 80.00 0.250 0.017 0.000
6728391 1-Jun-28 $295,109.85 90.00 17 0.250 0.017 0.983
6732542 1-Apr-28 $259,402.82 46.84 0.250 0.017 0.358
6734641 1-Jul-28 $260,000.00 73.81 0.250 0.017 0.358
6743502 1-Jul-28 $248,400.00 90.00 01 0.250 0.017 0.483
6744331 1-May-28 $247,131.49 62.66 0.250 0.017 0.483
6753228 1-May-28 $385,810.15 80.00 0.250 0.017 0.358
6753307 1-Apr-28 $438,535.37 74.58 0.250 0.017 0.608
6754890 1-Apr-28 $246,412.18 95.00 01 0.250 0.017 1.108
6755938 1-May-28 $301,572.34 78.44 0.250 0.017 0.733
6758750 1-May-28 $454,122.83 80.00 0.250 0.017 0.483
6758788 1-Jun-28 $556,332.22 79.99 0.250 0.017 0.000
6766419 1-May-28 $269,617.65 90.00 33 0.250 0.017 0.733
6766599 1-Jul-28 $297,000.00 61.88 0.250 0.017 0.108
6768056 1-Jul-28 $168,750.00 75.00 0.250 0.017 0.858
6779655 1-May-28 $253,921.38 94.43 17 0.250 0.017 0.483
6783822 1-Jul-28 $300,000.00 94.79 17 0.250 0.017 0.483
6787459 1-Jun-28 $326,001.75 90.00 17 0.250 0.017 0.358
6793992 1-Apr-28 $703,459.47 68.78 0.250 0.017 0.608
6798890 1-Jun-28 $404,699.43 80.00 0.250 0.017 0.483
6800721 1-Jun-28 $369,725.41 79.49 0.250 0.017 0.483
6802712 1-May-28 $298,608.36 43.88 0.250 0.017 0.358
6803635 1-Jul-28 $305,000.00 73.49 0.250 0.017 0.858
6805833 1-Jun-28 $504,106.44 73.65 0.250 0.017 0.233
6810532 1-Jun-18 $391,292.07 80.00 0.250 0.017 0.483
6812554 1-Jul-28 $256,500.00 95.00 33 0.250 0.017 0.733
6813270 1-Jun-28 $283,309.78 90.00 33 0.250 0.017 0.983
6816433 1-Jul-28 $315,000.00 50.00 0.250 0.017 0.000
6817090 1-May-28 $231,636.94 80.00 0.250 0.017 0.233
6817269 1-Jul-28 $284,000.00 80.00 0.250 0.017 0.000
6817667 1-Jun-28 $576,592.76 69.94 0.250 0.017 0.733
6819929 1-Jul-28 $272,000.00 80.00 0.250 0.017 0.233
6822866 1-May-28 $330,469.58 80.00 0.250 0.017 0.483
6823483 1-Jul-28 $270,350.00 95.00 17 0.250 0.017 0.483
6824340 1-Jul-28 $246,000.00 45.98 0.250 0.017 0.108
6824808 1-Jul-28 $245,000.00 25.52 0.250 0.017 0.733
6827143 1-May-28 $272,104.29 61.93 0.250 0.017 0.608
6828673 1-Jul-28 $262,000.00 49.90 0.250 0.017 0.483
6828808 1-Jun-28 $209,851.78 70.00 0.250 0.017 0.733
6829192 1-Jun-28 $287,690.93 90.00 17 0.250 0.017 0.358
6829513 1-Jun-28 $394,770.49 90.00 11 0.250 0.017 0.358
6832065 1-Jun-28 $281,918.71 90.00 17 0.250 0.017 0.983
6832361 1-Jul-28 $246,000.00 72.14 0.250 0.017 0.358
6832877 1-May-28 $284,375.03 73.08 0.250 0.017 0.483
6832967 1-Jul-28 $255,600.00 80.00 0.250 0.017 0.358
6836901 1-Jul-28 $275,500.00 95.00 06 0.250 0.017 0.858
6838446 1-Jul-28 $305,960.00 79.99 0.250 0.017 0.233
6840400 1-Jun-28 $314,772.01 75.00 0.250 0.017 0.608
6840486 1-Jun-28 $133,408.12 53.40 0.250 0.017 0.858
6842290 1-May-28 $257,176.46 80.00 0.250 0.017 0.000
6843356 1-May-28 $279,253.97 85.00 17 0.250 0.017 0.733
6843401 1-May-28 $474,292.76 35.19 0.250 0.017 0.483
6843888 1-Jun-28 $99,907.93 51.55 0.250 0.017 0.733
6844049 1-Jun-28 $326,125.78 80.00 0.250 0.017 0.000
6844094 1-Jun-28 $432,670.53 69.28 0.250 0.017 0.358
6845164 1-Jun-28 $387,681.96 80.00 0.250 0.017 0.000
6847355 1-Jun-28 $113,917.50 75.00 0.250 0.017 0.608
6849553 1-Jul-28 $369,920.00 80.00 0.250 0.017 0.108
6849771 1-Jun-28 $391,803.27 80.00 0.250 0.017 0.733
6850250 1-Jul-28 $300,000.00 71.82 0.250 0.017 0.483
6850892 1-Jun-28 $404,491.98 64.77 0.250 0.017 0.358
6851614 1-Jul-28 $227,150.00 86.81 33 0.250 0.017 0.233
6852681 1-Jun-28 $363,736.55 80.00 0.250 0.017 0.608
6858216 1-Jun-28 $799,391.27 72.73 0.250 0.017 0.358
6860409 1-Jul-18 $316,000.00 80.00 0.250 0.017 0.358
6861699 1-Jul-28 $259,000.00 64.11 0.250 0.017 0.483
6862710 1-Jun-28 $475,655.48 76.77 0.250 0.017 0.608
6863206 1-Jun-28 $411,701.81 80.00 0.250 0.017 0.608
6863941 1-Jul-28 $433,500.00 59.10 0.250 0.017 0.108
6864322 1-Jul-28 $355,500.00 90.00 17 0.250 0.017 0.358
6865073 1-Jul-28 $631,000.00 66.42 0.250 0.017 0.608
6866436 1-Jul-28 $251,250.00 75.00 0.250 0.017 0.483
6866616 1-Jun-28 $304,943.59 80.00 0.250 0.017 0.000
6868515 1-May-28 $268,728.40 90.00 01 0.250 0.017 0.858
6871108 1-Jun-28 $439,656.75 80.00 0.250 0.017 0.233
6871196 1-Jun-28 $264,639.15 75.28 0.250 0.017 0.358
6872516 1-Jul-28 $580,000.00 80.00 0.250 0.017 0.233
6872721 1-Jul-28 $318,359.00 90.00 33 0.250 0.017 0.358
6873412 1-Jun-28 $649,517.61 21.67 0.250 0.017 0.483
6874394 1-Jun-28 $419,688.30 77.78 0.250 0.017 0.483
6874423 1-Jun-28 $299,782.87 62.50 0.250 0.017 0.608
6874633 1-Jun-28 $365,214.88 74.74 0.250 0.017 0.233
6874991 1-Jun-28 $499,628.93 50.51 0.250 0.017 0.483
6876290 1-Jun-28 $331,771.52 80.00 0.250 0.017 0.858
6876367 1-May-28 $316,454.00 80.00 0.250 0.017 0.233
6876447 1-Jun-28 $233,826.34 88.64 33 0.250 0.017 0.483
6876550 1-Jun-28 $305,755.30 90.00 16 0.250 0.017 0.108
6876716 1-Jun-28 $510,839.20 80.00 0.250 0.017 0.733
6878015 1-Jun-28 $323,740.90 76.78 0.250 0.017 0.108
6879190 1-Jun-28 $275,305.55 51.02 0.250 0.017 0.733
6879222 1-Jun-28 $283,728.49 78.88 0.250 0.017 0.233
6881126 1-Jun-28 $271,593.03 53.13 0.250 0.017 0.358
6883253 1-Jul-28 $274,550.00 95.00 17 0.250 0.017 0.983
6883407 1-Jul-28 $980,000.00 70.00 0.250 0.017 0.483
6885255 1-Jun-28 $431,671.28 80.00 0.250 0.017 0.358
6888579 1-Jun-28 $245,657.55 83.34 33 0.250 0.017 0.483
6888613 1-Jul-28 $264,000.00 80.00 0.250 0.017 0.608
6888654 1-Jun-28 $310,763.35 69.11 0.250 0.017 0.358
6888863 1-Jun-28 $907,359.15 80.00 0.250 0.017 0.733
6889131 1-Jun-28 $269,714.61 80.00 0.250 0.017 0.358
6889188 1-Jun-28 $307,371.72 74.39 0.250 0.017 0.483
6890589 1-Jul-28 $272,000.00 80.00 0.250 0.017 0.233
6890925 1-Jul-28 $276,450.00 95.00 33 0.250 0.017 0.858
6891082 1-Jun-28 $331,759.70 80.00 0.250 0.017 0.608
6891514 1-Jun-28 $438,090.58 79.71 0.250 0.017 0.733
6891891 1-Jun-28 $299,543.05 75.89 0.250 0.017 0.608
6892749 1-Jul-28 $324,855.00 79.99 0.250 0.017 0.358
6892914 1-Jun-28 $339,753.92 62.96 0.250 0.017 0.608
6893120 1-Jun-28 $359,726.07 80.00 0.250 0.017 0.358
6894116 1-Jun-28 $361,724.55 80.00 0.250 0.017 0.358
6895744 1-Jun-28 $242,324.49 79.90 0.250 0.017 0.608
6896973 1-Jun-28 $622,713.85 80.00 0.250 0.017 0.233
6898017 1-Jun-28 $253,366.83 95.00 33 0.250 0.017 0.483
6898035 1-Jun-28 $399,280.37 79.94 0.250 0.017 0.108
6898146 1-Jun-28 $499,500.24 78.97 0.250 0.017 0.108
6898780 1-Jun-28 $629,532.45 70.00 0.250 0.017 0.483
6899023 1-Jun-28 $273,496.65 73.07 0.250 0.017 0.483
6899851 1-Jun-28 $283,278.84 90.00 13 0.250 0.017 0.233
6899963 1-Jun-28 $326,163.76 80.00 0.250 0.017 0.608
6900128 1-Jul-28 $633,500.00 79.99 0.250 0.017 0.483
6900980 1-Jul-28 $375,000.00 57.52 0.250 0.017 0.000
6903416 1-Jul-28 $344,100.00 89.99 11 0.250 0.017 0.483
6904770 1-Jun-28 $264,656.25 70.67 0.250 0.017 0.483
6905545 1-Jul-28 $416,000.00 80.00 0.250 0.017 0.000
6905646 1-Jul-28 $500,000.00 45.45 0.250 0.017 0.608
6909137 1-Jun-28 $324,764.77 68.42 0.250 0.017 0.608
6909644 1-Jun-28 $199,862.36 77.04 0.250 0.017 0.858
6910549 1-Jul-28 $243,750.00 75.00 0.250 0.017 0.608
6911077 1-Jun-28 $599,554.71 65.11 0.250 0.017 0.483
6911084 1-Jun-28 $255,374.14 95.00 24 0.250 0.017 0.858
6911304 1-Jun-28 $346,249.21 90.00 33 0.250 0.017 0.608
6913015 1-Jul-18 $260,000.00 71.23 0.250 0.017 0.733
6913640 1-Jun-28 $340,740.53 56.09 0.250 0.017 0.358
6913763 1-Jul-28 $312,300.00 95.00 33 0.250 0.017 0.358
6913765 1-Jun-28 $204,844.02 46.70 0.250 0.017 0.358
6913962 1-Jul-28 $500,000.00 80.00 0.250 0.017 0.608
6914307 1-Jun-28 $247,815.95 52.21 0.250 0.017 0.483
6914362 1-Jun-28 $250,809.01 54.57 0.250 0.017 0.358
6914707 1-Jun-28 $325,246.08 74.83 0.250 0.017 0.233
6914921 1-Jun-28 $267,820.02 95.00 06 0.250 0.017 0.608
6915435 1-Jul-28 $1,000,000.00 67.80 0.250 0.017 0.858
6916354 1-Jun-28 $235,406.88 80.00 0.250 0.017 0.000
6916728 1-Jul-28 $427,000.00 68.32 0.250 0.017 0.483
6917012 1-Jul-28 $326,300.00 60.88 0.250 0.017 0.358
6917635 1-Jun-28 $539,394.97 80.00 0.250 0.017 0.608
6918385 1-Jun-28 $249,814.46 58.96 0.250 0.017 0.483
6918733 1-Jul-28 $556,000.00 69.94 0.250 0.017 0.858
6918805 1-Jun-28 $211,239.14 71.66 0.250 0.017 0.358
6918986 1-Jul-28 $250,000.00 71.43 0.250 0.017 0.108
6919438 1-Jun-28 $649,467.20 67.85 0.250 0.017 0.000
6919905 1-Jul-28 $260,000.00 72.69 0.250 0.017 0.233
6920489 1-Jun-28 $274,790.74 50.93 0.250 0.017 0.358
6920558 1-Jun-28 $292,271.82 75.00 0.250 0.017 0.233
6920706 1-Jun-28 $449,631.14 67.87 0.250 0.017 0.000
6922568 1-Jun-28 $415,333.73 80.00 0.250 0.017 0.358
6922941 1-Jul-28 $287,920.00 80.00 0.250 0.017 0.358
6923160 1-Jul-28 $643,500.00 50.27 0.250 0.017 0.358
6923282 1-Jul-28 $298,600.00 77.56 0.250 0.017 0.358
6923741 1-Jul-28 $358,000.00 71.60 0.250 0.017 0.483
6924541 1-Jun-28 $999,180.30 34.48 0.250 0.017 0.000
6924560 1-Jul-28 $408,000.00 80.00 0.250 0.017 0.233
6925231 1-Jun-28 $399,695.63 80.00 0.250 0.017 0.358
6926178 1-Jun-28 $256,314.35 95.00 12 0.250 0.017 0.608
6926248 1-Jun-28 $507,632.33 46.82 0.250 0.017 0.608
6927342 1-Jun-28 $405,720.60 84.94 01 0.250 0.017 0.858
6928947 1-Jul-28 $288,750.00 75.00 0.250 0.017 0.733
6929823 1-Jul-28 $374,000.00 85.00 06 0.250 0.017 0.483
6930013 1-Jul-28 $320,250.00 80.00 0.250 0.017 0.233
6931890 1-Jun-28 $239,826.30 80.00 0.250 0.017 0.608
6932251 1-Jun-28 $365,707.32 51.80 0.250 0.017 0.108
6932467 1-Jul-28 $576,000.00 80.00 0.250 0.017 0.233
6932556 1-Jun-28 $265,697.67 42.54 0.250 0.017 0.358
6932977 1-Jun-28 $279,526.29 75.00 0.250 0.017 0.108
6934222 1-Jul-28 $285,000.00 75.00 0.250 0.017 0.608
6934972 1-Jul-28 $296,000.00 80.00 0.250 0.017 0.233
6935715 1-Jul-28 $260,000.00 69.71 0.250 0.017 0.358
6936128 1-Jul-28 $280,000.00 76.09 0.250 0.017 0.000
6936526 1-Jul-28 $261,000.00 90.00 12 0.250 0.017 0.858
6937240 1-Jul-28 $205,900.00 63.35 0.250 0.017 0.483
6937349 1-Jul-28 $299,250.00 95.00 17 0.250 0.017 0.733
6937652 1-Jun-28 $242,011.06 74.99 0.250 0.017 0.233
6937834 1-Jul-28 $293,000.00 65.11 0.250 0.017 0.483
6938117 1-Jun-28 $280,980.64 80.00 0.250 0.017 0.233
6938151 1-Jun-28 $310,163.81 80.00 0.250 0.017 0.358
6938350 1-Jun-28 $443,412.34 80.00 0.250 0.017 0.358
6939418 1-Jun-28 $348,940.84 79.99 0.250 0.017 0.483
6940937 1-Jul-28 $375,000.00 55.56 0.250 0.017 0.358
6941801 1-Jul-28 $245,000.00 86.88 11 0.250 0.017 0.733
6942703 1-Jul-28 $357,000.00 75.00 0.250 0.017 0.233
6942830 1-Jul-28 $243,200.00 95.00 01 0.250 0.017 1.108
6944559 1-Jul-28 $332,000.00 80.00 0.250 0.017 0.608
6945088 1-Jul-28 $360,000.00 69.90 0.250 0.017 0.233
6945114 1-Jul-28 $240,000.00 75.00 0.250 0.017 0.858
6945384 1-Jul-28 $422,400.00 80.00 0.250 0.017 0.483
6945448 1-Jul-28 $1,000,000.00 54.05 0.250 0.017 0.358
6947085 1-Jul-28 $276,000.00 77.58 0.250 0.017 0.233
6947668 1-Jul-28 $413,500.00 53.70 0.250 0.017 0.358
6947802 1-Jul-28 $307,500.00 75.00 0.250 0.017 0.483
6949542 1-Jun-28 $325,751.94 79.42 0.250 0.017 0.358
6949840 1-Jul-28 $292,500.00 90.00 17 0.250 0.017 0.858
6950202 1-Jun-28 $366,114.18 80.00 0.250 0.017 0.233
6953629 1-Jul-28 $253,500.00 75.00 0.250 0.017 0.983
6953647 1-Jul-28 $447,200.00 80.00 0.250 0.017 0.000
6954233 1-Jul-28 $360,000.00 59.02 0.250 0.017 0.858
6955131 1-Jul-28 $425,500.00 68.19 0.250 0.017 0.233
6955718 1-Jul-28 $453,000.00 80.00 0.250 0.017 0.000
6956508 1-Jul-28 $366,500.00 69.15 0.250 0.017 0.358
6959215 1-Jun-28 $252,925.82 89.99 06 0.250 0.017 0.858
6959889 1-Jul-28 $260,800.00 80.00 0.250 0.017 0.358
6960193 1-Jul-28 $413,500.00 55.13 0.250 0.017 0.000
6960567 1-Jun-28 $561,383.06 74.91 0.250 0.017 0.483
6960743 1-Jun-28 $499,628.93 77.52 0.250 0.017 0.483
6961252 1-Jul-28 $377,690.00 80.00 0.250 0.017 0.608
6966361 1-Jul-28 $278,400.00 80.00 0.250 0.017 0.358
6969089 1-Jul-28 $400,000.00 53.87 0.250 0.017 0.233
6969128 1-Jul-18 $86,500.00 52.74 0.250 0.017 0.483
6970704 1-Jul-28 $260,000.00 80.00 0.250 0.017 0.483
6971541 1-Jul-28 $800,000.00 53.33 0.250 0.017 0.483
6977979 1-Jul-28 $480,000.00 80.00 0.250 0.017 0.483
6980859 1-Jul-28 $261,250.00 95.00 06 0.250 0.017 0.358
</TABLE>
$231,121,696.89
COUNT: 678
WAC: 7.433344912
WAM: 358.201188
WALTV: 72.99138621
<PAGE>
EXHIBIT F-3A
[Schedule of Pool I Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-19 Exhibit F-3 (Part A)
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
- ------ ---- ----- ---- ---- ---- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4682533 HENDERSONVILLE TN 37075 SFD 7.500 6.500 $5,191.27 180
4685987 TALLAHASSEE FL 32312 SFD 7.375 6.500 $2,597.47 136
4718321 ST HELENA CA 94574 SFD 7.500 6.500 $3,198.19 180
4747393 BURLINGTON VT 05401 SFD 7.250 6.500 $2,555.10 180
4747819 SEATTLE WA 98101 LCO 7.250 6.500 $2,190.87 180
4750833 EASTON CT 06612 SFD 7.125 6.500 $3,170.41 180
4754050 BRENTWOOD TN 37027 SFD 7.250 6.500 $3,560.17 180
4754227 GAITHERSBURG MD 20878 SFD 6.750 6.483 $2,637.04 180
4754269 SANFORD FL 32771 SFD 7.125 6.500 $2,500.09 180
4754284 PONTE VEDRA BEACH FL 32082 SFD 7.625 6.500 $3,736.52 180
4754291 LOUDON TN 37774 SFD 6.625 6.358 $2,581.30 180
4754406 NASHVILLE TN 37215 SFD 7.375 6.500 $3,587.71 180
4755878 JACKSON TN 38305 SFD 6.750 6.483 $4,424.55 180
4756024 CORAL GABLES FL 33156 SFD 7.125 6.500 $3,498.77 180
4757014 WINTER SPRINGS FL 32708 SFD 6.875 6.500 $2,390.17 180
4758339 DELAND FL 32724 SFD 6.875 6.500 $2,832.53 180
4764461 CHAGRIN FALLS OH 44023 SFD 7.250 6.500 $3,039.84 180
4767221 BROKEN ARROW OK 74012 SFD 6.875 6.500 $3,036.74 120
4771203 WEST PALM BEACH FL 33414 SFD 7.000 6.500 $2,696.48 180
4771222 MELBOURNE FL 32940 SFD 7.250 6.500 $2,345.60 180
4771298 INDIALANTIC FL 32903 SFD 7.250 6.500 $3,158.51 180
4771388 MAITLAND FL 32751 SFD 7.250 6.500 $2,966.80 180
4775985 GRACE ID 83241 SFD 7.375 6.500 $602.09 180
4777330 HEATHROW FL 32746 SFD 7.625 6.500 $3,035.92 180
4777336 RALEIGH NC 27614 SFD 6.750 6.483 $2,654.73 180
4777345 LONGBOAT KEY FL 34228 SFD 7.125 6.500 $2,427.63 180
4777368 WATKINSVILLE GA 30677 SFD 6.875 6.500 $3,924.16 180
4777370 NASHVILLE TN 37215 SFD 7.000 6.500 $3,873.95 180
4777375 STUART FL 34996 SFD 7.250 6.500 $3,423.24 180
4777455 OLD HICKORY TN 37138 SFD 7.125 6.500 $3,761.02 180
4777467 LONGWOOD FL 32779 SFD 7.500 6.500 $3,040.24 180
4777472 ATLANTA GA 30305 SFD 7.250 6.500 $2,982.33 180
4777639 ORLANDO FL 32809 SFD 7.000 6.500 $3,981.81 180
4777684 FORT LAUDERDALE FL 33306 SFD 7.125 6.500 $2,971.13 180
4777709 EMERALD ISLE NC 28594 SFD 7.000 6.500 $2,363.92 180
4779158 FLAGSTAFF AZ 86004 SFD 7.500 6.500 $3,700.64 180
4779212 SUGAR LAND TX 77478 SFD 7.625 6.500 $2,428.74 180
4779871 COLUMBIA STATION OH 44028 SFD 7.000 6.500 $2,680.31 180
4779894 SPRING TX 77379 SFD 7.625 6.500 $2,301.70 180
4779970 SCOTTSDALE AZ 85262 SFD 7.125 6.500 $5,752.03 180
4780021 SCOTTSDALE AZ 85259 SFD 7.250 6.500 $3,295.44 180
4782171 SPRINGFIELD IL 62704 SFD 7.125 6.500 $2,975.66 180
4782178 FRAMINGHAM MA 01701 SFD 7.375 6.500 $2,566.59 180
4782196 SANTA FE NM 87501 SFD 7.000 6.500 $3,550.37 180
4782207 COLUMBIA SC 29205 SFD 6.750 6.483 $2,244.14 180
4782216 WAUWATOSA WI 53213 SFD 7.000 6.500 $2,211.12 180
4782220 BENTLEYVILLE OH 44022 SFD 7.000 6.500 $2,570.65 180
4782228 TUSCON AZ 85749 SFD 6.875 6.500 $2,173.89 180
4782238 OVERLAND PARK KS 66209 SFD 7.125 6.500 $4,710.32 180
4782241 BIRMINGHAM AL 35242 SFD 6.750 6.483 $3,123.74 180
4782244 LAKE FOREST IL 60045 SFD 7.250 6.500 $5,932.70 180
4782252 WASHINGTON DC 20009 SFD 7.125 6.500 $2,518.22 180
4782253 HARTLAND WI 53029 SFD 7.250 6.500 $2,181.74 180
4782259 BUFFALO GROVE IL 60089 SFD 7.125 6.500 $2,364.22 180
4782307 CHESTERFIELD MO 63005 SFD 7.250 6.500 $2,692.95 180
4782986 MYRTLE BEACH SC 29575 PUD 7.250 6.500 $876.35 180
4783002 GAINESVILLE GA 30506 SFD 6.875 6.500 $3,121.49 180
4783025 MAITLAND FL 32751 SFD 7.500 6.500 $2,043.54 172
4783033 EVANS GA 30809 SFD 6.750 6.483 $3,720.30 120
4783077 DELRAY BEACH FL 33446 SFD 6.750 6.483 $3,654.68 180
4783096 CHEVY CHASE MD 20815 SFD 6.875 6.500 $4,191.72 180
4783100 SHALIMAR FL 32579 PUD 7.000 6.500 $3,415.55 180
4783104 MAITLAND FL 32751 SFD 7.250 6.500 $2,501.25 180
4783115 PALM BEACH GARDENS FL 33410 SFD 7.000 6.500 $2,696.48 180
4783156 NASHVILLE TN 37205 SFD 7.000 6.500 $4,044.73 180
4783159 DELRAY BEACH FL 33483 SFD 7.000 6.500 $4,943.56 180
4783170 HAVANA FL 32333 SFD 7.125 6.500 $3,587.09 180
4783176 LAUREL MD 20724 SFD 6.875 6.500 $3,032.31 180
4783248 CHAPEL HILL NC 27514 PUD 6.625 6.358 $2,686.67 180
4783258 DULUTH GA 30097 SFD 6.625 6.358 $2,756.90 180
4783276 PEACHTREE CITY GA 30269 SFD 7.125 6.500 $4,529.16 180
4783289 BRENTWOOD TN 37027 SFD 6.750 6.483 $2,199.01 180
4783305 ATLANTA GA 30305 SFD 6.875 6.500 $3,032.30 180
4783317 DULUTH GA 30136 SFD 6.875 6.500 $3,220.56 180
4783358 ARLINGTON VA 22207 SFD 7.000 6.500 $2,094.27 180
4783371 COCONUT GROVE FL 33133 SFD 7.250 6.500 $2,510.37 180
4783392 TAMPA FL 33611 SFD 7.125 6.500 $3,129.00 120
4783409 NASHVILLE TN 37221 SFD 6.875 6.500 $2,880.69 180
4783418 RALEIGH NC 27608 SFD 6.750 6.483 $2,212.27 180
4783425 KNOXVILLE TN 37932 SFD 7.000 6.500 $4,943.56 180
4783437 MOUNT JULIET TN 37122 SFD 7.000 6.500 $2,763.90 180
4783450 DULUTH GA 30136 SFD 6.875 6.500 $2,024.51 180
4783501 ATHENS GA 30606 SFD 6.875 6.500 $2,952.04 180
4783507 PAEONIAN SPRINGS VA 20129 SFD 6.875 6.500 $2,452.60 180
4783549 INDIAN ROCKS BEAC FL 33785 SFD 7.125 6.500 $3,872.43 180
4783566 ST AUGUSTINE FL 32086 SFD 7.500 6.500 $4,078.86 180
4783590 ARLINGTON VA 22207 SFD 6.500 6.233 $2,683.02 180
4783607 BROOKFIELD WI 53045 SFD 7.500 6.500 $2,827.39 180
4783613 CENTREVILLE VA 20121 SFD 7.250 6.500 $2,482.99 180
4783620 BOSTON MA 02108 SFD 6.750 6.483 $2,610.49 180
4783624 GLENDALE AZ 85308 SFD 7.250 6.500 $2,912.03 180
4784311 MILLERSVILLE MD 21108 SFD 6.750 6.483 $2,322.89 180
4784320 PIERSON MI 49339 SFD 6.875 6.500 $2,586.38 180
4784341 MARIETTA GA 30067 SFD 7.375 6.500 $5,519.54 180
4784372 DAYTON OH 45458 SFD 7.125 6.500 $2,373.28 180
4784378 PLANO TX 75025 SFD 7.125 6.500 $2,558.07 180
4784386 BETHESDA MD 20814 SFD 7.125 6.500 $3,623.33 180
4784391 OAKTON VA 22124 SFD 6.750 6.483 $2,955.60 180
4784396 COLUMBUS OH 43220 SFD 7.000 6.500 $2,148.20 180
4784502 WAUCONDA IL 60084 SFD 7.125 6.500 $2,536.33 180
4784504 TEMPE AZ 85284 SFD 7.125 6.500 $3,562.19 180
4784507 RIVER FOREST IL 60305 SFD 7.000 6.500 $2,945.46 180
4784510 IJAMSVILLE MD 21754 SFD 6.500 6.233 $2,655.58 180
4784513 MARIETTA GA 30068 SFD 7.250 6.500 $2,619.92 180
4784527 WASHINGTON DC 20007 SFD 7.375 6.500 $3,771.69 180
4785519 MERRITT ISLAND FL 32952 SFD 7.250 6.500 $9,128.63 180
4785524 TITUSVILLE NJ 08560 SFD 6.875 6.500 $5,146.00 180
4785527 NORFOLK VA 23507 SFD 7.250 6.500 $2,446.47 180
4786264 NEW CANAAN CT 06840 SFD 7.125 6.500 $5,253.82 180
4786274 FAIRPORT NY 14450 SFD 7.125 6.500 $841.51 180
4786283 BUENA VISTA GA 31803 SFD 7.125 6.500 $815.26 180
4786302 SANTA FE NM 87501 PUD 7.875 6.500 $2,741.03 180
4786308 MONROE GA 30655 SFD 7.250 6.500 $1,865.84 180
4786320 SEAFORD NY 11783 SFD 6.750 6.483 $530.95 180
4786335 WESTFIELD NJ 07090 SFD 7.125 6.500 $4,094.36 180
4786342 CARY IL 60013 SFD 7.125 6.500 $2,681.26 180
4786348 PHOENIX AZ 85016 PUD 7.125 6.500 $2,916.78 180
4786353 OCEAN RIDGE FL 33435 LCO 7.250 6.500 $1,661.41 180
4786355 SOUTH PASADENA CA 91030 SFD 7.000 6.500 $3,662.72 180
4786361 FORK MD 21051 SFD 7.125 6.500 $2,355.16 180
4786367 MADISON CT 06443 SFD 7.250 6.500 $2,848.13 180
4786375 LAKE JACKSON TX 77566 SFD 7.250 6.500 $491.12 180
4786384 OCEAN CITY NJ 08226 LCO 7.250 6.500 $1,298.55 180
4786476 GREEN COVE SPRINGS FL 32043 SFD 7.250 6.500 $1,095.44 180
4786479 HOUSTON TX 77008 SFD 7.250 6.500 $1,529.05 180
4786486 LAS VEGAS NV 89134 SFD 7.250 6.500 $4,214.12 180
4786493 BRADENTON FL 34205 SFD 7.375 6.500 $735.94 180
4786494 HOUSTON TX 77058 PUD 7.875 6.500 $616.50 180
4786502 KENT OH 44240 LCO 8.375 6.500 $781.94 180
4786506 TALLAHASSEE FL 32308 SFD 7.250 6.500 $2,647.31 180
4786509 LAKE QUIVIRA KS 66106 PUD 7.125 6.500 $3,623.32 180
4786518 CHICKASAW AL 36611 SFD 7.125 6.500 $378.23 180
4786523 WEST BLOOMFIELD MI 48324 SFD 6.625 6.358 $2,546.18 180
4786533 LITITZ PA 17543 SFD 7.250 6.500 $5,933.61 180
4786537 PRINCETON NJ 08542 SFD 7.250 6.500 $2,692.95 180
4786569 HOUSTON TX 77027 PUD 6.500 6.233 $3,641.23 180
4786722 LAUREL NY 11948 SFD 7.125 6.500 $5,271.93 180
4786736 DELRAY BEACH FL 33445 PUD 7.250 6.500 $762.24 180
4786772 CROTON ON HUDSON NY 10520 SFD 7.250 6.500 $2,464.73 180
4786782 DAVIDSONVILLE MD 21035 SFD 7.250 6.500 $2,510.38 180
4786795 MEDFORD NY 11763 LCO 7.250 6.500 $456.43 180
4786864 LITHIA FL 33547 SFD 7.875 6.500 $711.34 180
4786868 PALOS PARK IL 60464 SFD 7.500 6.500 $1,232.93 180
4786872 CHEVY CHASE MD 20815 SFD 7.250 6.500 $2,437.34 180
4786880 ENGLEWOOD NJ 07631 SFD 7.250 6.500 $3,537.35 180
4786890 WASHINGTON DC 20007 LCO 7.125 6.500 $634.07 180
4786902 NORTH BABYLON NY 11703 SFD 9.250 6.500 $679.27 180
4787570 LIVINGSTON NJ 07039 SFD 7.000 6.500 $2,696.48 180
4787581 POTOMAC MD 20854 SFD 7.125 6.500 $4,058.12 180
4787590 RUSSELL KY 41169 SFD 7.000 6.500 $2,350.44 180
4789216 CHESTERFIELD MO 63017 SFD 6.875 6.500 $4,263.06 180
4789226 LEXINGTON PARK MD 20653 SFD 7.000 6.500 $3,496.45 180
4789232 YORK PA 17404 SFD 7.250 6.500 $2,455.61 180
4791589 PARK CITY UT 84060 SFD 6.875 6.500 $2,743.34 180
4792219 LIBERTYVILLE IL 60048 SFD 7.250 6.500 $2,336.93 180
4792270 ATLANTA MI 49709 SFD 7.250 6.500 $4,381.75 180
4792282 FAIRVIEW TX 75069 SFD 6.875 6.500 $2,408.01 180
4792312 PASADENA MD 21122 SFD 7.000 6.500 $3,855.98 180
4792319 DALLAS TX 75243 SFD 6.750 6.483 $2,477.75 180
4792355 POTOMAC MD 20854 SFD 7.125 6.500 $2,943.96 180
4792367 FISHERVILLE KY 40023 SFD 7.000 6.500 $2,597.61 180
4792371 SUNSET HILLS MO 63128 SFD 7.000 6.500 $4,494.14 180
4792379 DEERFIELD IL 60015 SFD 7.500 6.500 $2,781.04 180
4792383 FAIRVIEW TX 75069 SFD 7.375 6.500 $2,621.78 180
4792391 SEATTLE WA 98125 SFD 7.500 6.500 $3,091.59 180
4792398 ANN ARBOR MI 48103 SFD 6.875 6.500 $2,441.46 180
4792418 MIAMI FL 33156 SFD 7.000 6.500 $3,056.02 180
4792431 PEORIA IL 61614 SFD 7.125 6.500 $2,404.99 180
4792503 CAMBRIDGE MA 02138 LCO 6.875 6.500 $2,354.50 180
4792535 HINCKLEY OH 44233 SFD 7.125 6.500 $3,301.76 180
4792585 GLENCOE IL 60022 SFD 7.250 6.500 $2,635.44 180
4792616 PEORIA IL 61615 SFD 7.000 6.500 $2,332.46 180
4792626 GLENVIEW IL 60025 SFD 7.000 6.500 $5,842.39 180
4796342 PALM BEACH GARDENS FL 33410 SFD 7.125 6.500 $2,403.18 180
4796349 BETHESDA MD 20817 SFD 7.000 6.500 $3,067.71 180
4796354 PRINCE FREDERICK MD 20678 SFD 6.875 6.500 $5,128.17 180
4796365 NEWTON MA 02161 SFD 6.875 6.500 $4,031.19 180
4796418 CORNELIUS NC 28031 SFD 7.000 6.500 $4,044.73 180
4796911 INDIANOLA IA 50125 SFD 6.750 6.483 $2,566.24 180
4796921 MENDOTA HEIGHTS MN 55118 SFD 6.875 6.500 $2,207.34 180
4796929 CHESTERFIELD VA 23838 SFD 7.125 6.500 $2,654.09 180
4796945 VIENNA VA 22180 SFD 7.250 6.500 $2,902.91 180
4796950 ROCKFORD MI 49341 SFD 7.250 6.500 $2,373.45 180
4796957 WEST CHESTER PA 19382 SFD 6.750 6.483 $2,433.51 180
4796983 CHEVY CHASE MD 20815 SFD 6.875 6.500 $3,665.53 180
4796999 ATLANTA GA 30305 SFD 6.875 6.500 $2,947.10 180
4798437 COLUMBIA SC 29204 SFD 6.750 6.483 $4,424.55 180
4798445 GREER SC 29650 SFD 7.125 6.500 $6,082.90 170
4798458 JACKSONVILLE FL 32082 SFD 7.000 6.500 $4,494.14 180
4799505 OOLTEWAH TN 37363 SFD 6.875 6.500 $4,013.34 180
4800364 SEWELL NJ 08080 SFD 7.250 6.500 $2,384.86 180
4800378 ENGLEWOOD NJ 07631 SFD 7.000 6.500 $3,595.32 180
4800393 MOORESTOWN NJ 08057 SFD 7.375 6.500 $5,519.55 180
4800399 JACKSON NJ 08527 SFD 7.125 6.500 $927.12 180
4800530 TEMPE AZ 85283 SFD 6.875 6.500 $3,175.01 180
4800543 BROOKFIELD CT 06804 SFD 6.625 6.358 $2,660.33 180
4800571 EDISON NJ 08820 SFD 7.250 6.500 $730.29 180
4800582 SAN DIEGO CA 92109 SFD 7.000 6.500 $2,687.50 180
4801386 VIENNA VA 22181 SFD 6.875 6.500 $3,661.95 180
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
- ------ ---- ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4682533 1-Nov-12 $546,170.14 80.00 0.250 0.017 0.733
4685987 1-Mar-09 $229,721.94 63.89 0.250 0.017 0.608
4718321 1-Jan-13 $334,965.69 73.40 0.250 0.017 0.733
4747393 1-May-13 $278,166.70 90.00 6 0.250 0.017 0.483
4747819 1-Mar-13 $237,009.55 68.57 0.250 0.017 0.483
4750833 1-Jun-13 $348,907.72 51.47 0.250 0.017 0.358
4754050 1-Apr-13 $386,366.38 82.98 1 0.250 0.017 0.483
4754227 1-Mar-13 $294,124.30 72.68 0.250 0.017 0.000
4754269 1-Mar-13 $272,523.84 72.63 0.250 0.017 0.358
4754284 1-Mar-13 $395,174.83 57.14 0.250 0.017 0.858
4754291 1-Mar-13 $290,135.44 70.00 0.250 0.017 0.000
4754406 1-Feb-13 $383,972.18 63.41 0.250 0.017 0.608
4755878 1-Feb-13 $491,848.55 73.96 0.250 0.017 0.000
4756024 1-Feb-13 $380,150.94 75.00 0.250 0.017 0.358
4757014 1-Mar-13 $264,396.57 80.00 0.250 0.017 0.108
4758339 1-Jun-13 $316,587.05 79.60 0.250 0.017 0.108
4764461 1-Jun-13 $330,972.04 60.55 0.250 0.017 0.483
4767221 1-Jun-08 $261,470.03 71.08 0.250 0.017 0.108
4771203 1-Apr-13 $297,143.97 60.00 0.250 0.017 0.233
4771222 1-Apr-13 $254,556.01 89.99 0.250 0.017 0.483
4771298 1-Mar-13 $341,688.75 54.49 0.250 0.017 0.483
4771388 1-Mar-13 $320,950.45 64.06 0.250 0.017 0.483
4775985 1-Apr-13 $64,846.77 70.00 0.250 0.017 0.608
4777330 1-Apr-13 $322,069.01 78.31 0.250 0.017 0.858
4777336 1-Mar-13 $296,098.32 36.36 0.250 0.017 0.000
4777345 1-Apr-13 $262,475.93 65.37 0.250 0.017 0.358
4777368 1-Apr-13 $435,765.85 80.00 0.250 0.017 0.108
4777370 1-Apr-13 $426,896.81 63.38 0.250 0.017 0.233
4777375 1-Apr-13 $369,139.36 39.06 0.250 0.017 0.483
4777455 1-Mar-13 $409,970.58 78.34 0.250 0.017 0.358
4777467 1-Mar-13 $323,961.76 66.93 0.250 0.017 0.733
4777472 1-Mar-13 $322,629.22 55.85 0.250 0.017 0.483
4777639 1-Apr-13 $438,782.56 78.41 0.250 0.017 0.233
4777684 1-May-13 $325,946.66 72.89 0.250 0.017 0.358
4777709 1-Mar-13 $259,651.83 74.08 0.250 0.017 0.233
4779158 1-Jan-13 $391,852.18 80.00 0.250 0.017 0.733
4779212 1-Nov-12 $253,646.78 69.69 0.250 0.017 0.858
4779871 1-Jan-13 $292,472.17 75.49 0.250 0.017 0.233
4779894 1-Dec-12 $241,148.51 80.00 0.250 0.017 0.858
4779970 1-Nov-12 $618,812.87 63.50 0.250 0.017 0.358
4780021 1-Jan-13 $354,211.81 78.48 0.250 0.017 0.483
4782171 1-May-13 $326,443.53 75.87 0.250 0.017 0.358
4782178 1-May-13 $277,290.96 70.99 0.250 0.017 0.608
4782196 1-May-13 $392,500.33 71.82 0.250 0.017 0.233
4782207 1-May-13 $251,960.12 80.00 0.250 0.017 0.000
4782216 1-May-13 $244,141.48 74.55 0.250 0.017 0.233
4782220 1-May-13 $284,190.10 41.45 0.250 0.017 0.233
4782228 1-May-13 $242,190.73 75.00 0.250 0.017 0.108
4782238 1-May-13 $516,744.72 80.00 0.250 0.017 0.358
4782241 1-May-13 $350,717.37 78.79 0.250 0.017 0.000
4782244 1-Apr-13 $643,844.90 79.74 0.250 0.017 0.483
4782252 1-Apr-13 $275,381.73 51.01 0.250 0.017 0.358
4782253 1-May-13 $237,519.98 63.73 0.250 0.017 0.483
4782259 1-May-13 $259,366.10 53.27 0.250 0.017 0.358
4782307 1-May-13 $293,173.18 70.24 0.250 0.017 0.483
4782986 1-Mar-13 $93,380.82 55.01 0.250 0.017 0.483
4783002 1-Apr-13 $346,631.93 77.78 0.250 0.017 0.108
4783025 1-Jul-12 $212,174.49 45.70 0.250 0.017 0.733
4783033 1-May-08 $320,193.72 88.77 0.250 0.017 0.000
4783077 1-Apr-13 $408,982.82 68.83 0.250 0.017 0.000
4783096 1-May-13 $466,363.49 55.29 0.250 0.017 0.108
4783100 1-Apr-13 $376,382.33 58.46 0.250 0.017 0.233
4783104 1-Feb-13 $269,719.45 49.37 0.250 0.017 0.483
4783115 1-Apr-13 $297,143.97 35.29 0.250 0.017 0.233
4783156 1-Mar-13 $444,271.20 55.56 0.250 0.017 0.233
4783159 1-Apr-13 $544,763.89 74.83 0.250 0.017 0.233
4783170 1-Apr-13 $392,270.40 56.57 0.250 0.017 0.358
4783176 1-May-13 $337,825.00 80.00 0.250 0.017 0.108
4783248 1-May-13 $303,999.92 69.23 0.250 0.017 0.000
4783258 1-Mar-13 $304,021.01 52.33 0.250 0.017 0.000
4783276 1-Apr-13 $495,290.93 74.24 0.250 0.017 0.358
4783289 1-May-13 $246,893.10 74.18 0.250 0.017 0.000
4783305 1-Mar-13 $335,625.05 42.50 0.250 0.017 0.108
4783317 1-Mar-13 $356,461.42 61.73 0.250 0.017 0.108
4783358 1-May-13 $231,525.51 61.15 0.250 0.017 0.233
4783371 1-Mar-13 $271,445.38 74.32 0.250 0.017 0.483
4783392 1-May-08 $264,915.37 33.50 0.250 0.017 0.358
4783409 1-Apr-13 $319,891.75 95.00 11 0.250 0.017 0.108
4783418 1-Apr-13 $247,568.30 62.59 0.250 0.017 0.000
4783425 1-Mar-13 $542,998.12 69.18 0.250 0.017 0.233
4783437 1-Apr-13 $304,572.54 65.43 0.250 0.017 0.233
4783450 1-Apr-13 $224,815.56 64.86 0.250 0.017 0.108
4783501 1-Apr-13 $327,814.76 72.75 0.250 0.017 0.108
4783507 1-May-13 $273,240.82 64.71 0.250 0.017 0.108
4783549 1-May-13 $437,333.97 80.00 0.250 0.017 0.733
4783590 1-Mar-13 $303,908.14 80.00 0.250 0.017 0.000
4783607 1-May-13 $303,151.96 73.49 0.250 0.017 0.733
4783613 1-May-13 $270,315.61 80.00 0.250 0.017 0.483
4783620 1-May-13 $293,092.43 35.98 0.250 0.017 0.000
4783624 1-Apr-13 $316,027.90 70.89 0.250 0.017 0.483
4784311 1-May-13 $260,644.51 75.00 0.250 0.017 0.000
4784320 1-May-13 $288,144.86 71.25 0.250 0.017 0.108
4784341 1-May-13 $596,324.66 80.00 0.250 0.017 0.608
4784372 1-May-13 $260,359.84 72.78 0.250 0.017 0.358
4784378 1-May-13 $280,470.18 79.59 0.250 0.017 0.358
4784386 1-May-13 $237,487.54 79.67 0.250 0.017 0.233
4784502 1-May-13 $278,247.15 74.67 0.250 0.017 0.358
4784504 1-Apr-13 $389,546.28 76.36 0.250 0.017 0.358
4784507 1-May-13 $325,626.21 37.67 0.250 0.017 0.233
4784510 1-May-13 $302,835.94 63.25 0.250 0.017 0.000
4784513 1-May-13 $284,702.12 65.53 0.250 0.017 0.483
4784527 1-May-13 $407,488.51 41.00 0.250 0.017 0.608
4785519 1-May-13 $993,807.43 58.82 0.250 0.017 0.483
4785524 1-May-13 $573,307.97 64.11 0.250 0.017 0.108
4785527 1-Apr-13 $265,503.07 67.85 0.250 0.017 0.483
4786264 1-Apr-13 $574,537.48 72.50 0.250 0.017 0.358
4786274 1-Apr-13 $89,152.34 56.25 0.250 0.017 0.358
4786302 1-Apr-13 $284,937.72 65.68 0.250 0.017 1.108
4786308 1-Apr-13 $202,489.66 67.68 0.250 0.017 0.483
4786320 1-Apr-13 $59,416.38 33.15 0.250 0.017 0.000
4786335 1-Apr-13 $447,742.99 68.48 0.250 0.017 0.358
4786342 1-Apr-13 $293,212.24 77.89 0.250 0.017 0.358
4786348 1-Apr-13 $318,967.14 70.77 0.250 0.017 0.358
4786353 1-Apr-13 $180,304.31 70.00 0.250 0.017 0.483
4786355 1-Apr-13 $403,620.54 79.90 0.250 0.017 0.233
4786361 1-Mar-13 $256,725.34 65.00 0.250 0.017 0.358
4786367 1-Apr-13 $306,928.25 80.00 0.250 0.017 0.483
4786375 1-Apr-13 $53,298.75 47.40 0.250 0.017 0.483
4786384 1-Apr-13 $140,924.65 91.77 0.250 0.017 0.483
4786476 1-Apr-13 $118,881.95 78.43 0.250 0.017 0.483
4786479 1-Apr-13 $165,939.40 100.00 0.250 0.017 0.483
4786486 1-Mar-13 $455,885.20 54.31 0.250 0.017 0.483
4786493 1-Dec-11 $73,909.12 88.89 0.250 0.017 0.608
4786494 1-Apr-13 $64,426.47 52.00 0.250 0.017 1.108
4786502 1-Jun-11 $72,148.64 95.24 0.250 0.017 1.608
4786506 1-Apr-13 $286,795.06 64.44 0.250 0.017 0.483
4786509 1-Apr-13 $396,242.78 80.00 0.250 0.017 0.358
4786518 1-Apr-13 $41,316.81 80.00 0.250 0.017 0.358
4786523 1-Mar-13 $285,518.87 50.17 0.250 0.017 0.000
4786526 1-Apr-13 $54,779.19 70.00 0.250 0.017 0.358
4786531 1-Apr-13 $58,600.22 10.00 0.250 0.017 1.108
4786533 1-Mar-13 $641,900.85 72.22 0.250 0.017 0.483
4786537 1-Apr-13 $292,143.81 62.77 0.250 0.017 0.483
4786569 1-Apr-13 $413,846.40 58.87 0.250 0.017 0.000
4786722 1-Jun-13 $580,183.70 97.00 0.250 0.017 0.358
4786736 1-Apr-13 $82,722.04 100.00 0.250 0.017 0.483
4786772 1-Apr-13 $267,484.42 79.41 0.250 0.017 0.483
4786782 1-Apr-13 $271,096.42 78.80 0.250 0.017 0.483
4786795 1-Apr-13 $49,534.15 66.67 0.250 0.017 0.483
4786814 1-Apr-13 $64,394.41 33.33 0.250 0.017 0.483
4786848 1-Apr-13 $219,909.19 79.71 0.250 0.017 0.358
4786864 1-Apr-13 $74,338.12 65.79 0.250 0.017 1.108
4786868 1-Apr-13 $131,787.41 38.55 0.250 0.017 0.733
4786872 1-Apr-13 $264,512.40 56.81 0.250 0.017 0.483
4786880 1-Apr-13 $383,889.67 60.78 0.250 0.017 0.483
4786890 1-Apr-13 $69,340.77 34.15 0.250 0.017 0.358
4786902 1-Aug-11 $61,726.84 42.58 0.250 0.017 2.483
4787570 1-May-13 $298,101.52 63.16 0.250 0.017 0.233
4787581 1-May-13 $445,195.46 80.00 0.250 0.017 0.358
4787590 1-May-13 $259,845.14 55.64 0.250 0.017 0.233
4789104 1-May-13 $478,916.63 76.51 0.250 0.017 0.108
4789208 1-Mar-13 $271,509.36 60.44 0.250 0.017 0.358
4789216 1-May-13 $474,942.23 66.30 0.250 0.017 0.108
4789226 1-Apr-13 $385,296.64 70.73 0.250 0.017 0.233
4789232 1-Apr-13 $266,493.71 69.87 0.250 0.017 0.483
4791589 1-Jul-13 $307,600.00 69.91 0.250 0.017 0.108
4792219 1-Jun-13 $255,209.74 64.00 0.250 0.017 0.483
4792270 1-Jun-13 $478,518.25 76.19 0.250 0.017 0.483
4792282 1-May-13 $268,272.80 61.36 0.250 0.017 0.108
4792308 1-May-13 $179,418.21 52.32 0.250 0.017 0.858
4792312 1-May-13 $426,285.14 68.64 0.250 0.017 0.233
4792319 1-May-13 $278,189.42 80.00 0.250 0.017 0.000
4792355 1-Jun-13 $323,985.73 77.75 0.250 0.017 0.358
4792367 1-May-13 $287,171.12 67.21 0.250 0.017 0.233
4792371 1-Jun-13 $498,422.52 71.43 0.250 0.017 0.233
4792379 1-May-13 $298,182.26 66.67 0.250 0.017 0.733
4792383 1-Jun-13 $284,129.77 69.51 0.250 0.017 0.608
4792391 1-Jun-13 $332,492.79 46.64 0.250 0.017 0.733
4792398 1-May-13 $271,437.06 68.44 0.250 0.017 0.108
4792418 1-May-13 $337,848.37 62.96 0.250 0.017 0.233
4792431 1-May-13 $263,837.92 85.10 5 0.250 0.017 0.358
4792503 1-Jun-13 $263,158.00 70.40 0.250 0.017 0.108
4792535 1-May-13 $362,218.16 77.22 0.250 0.017 0.358
4792555 1-Jun-13 $392,494.18 74.72 0.250 0.017 0.108
4792585 1-Jun-13 $287,808.79 65.76 0.250 0.017 0.483
4792616 1-May-13 $257,857.80 73.10 0.250 0.017 0.233
4792626 1-May-13 $645,828.64 74.68 0.250 0.017 0.233
4796340 1-May-13 $278,208.84 80.00 0.250 0.017 0.108
4796342 1-Jun-13 $264,472.04 75.80 0.250 0.017 0.358
4796349 1-May-13 $339,140.14 45.51 0.250 0.017 0.233
4796354 1-Jun-13 $573,166.10 53.24 0.250 0.017 0.108
4796356 1-Jun-13 $279,126.17 80.00 0.250 0.017 0.358
4796365 1-Jun-13 $450,558.39 80.00 0.250 0.017 0.108
4796418 1-May-13 $447,152.26 46.15 0.250 0.017 0.233
4796911 1-Jun-13 $289,065.01 54.92 0.250 0.017 0.000
4796921 1-Jun-13 $246,710.63 75.00 0.250 0.017 0.108
4796929 1-Jun-13 $292,085.60 53.27 0.250 0.017 0.358
4796945 1-Jun-13 $317,018.34 78.23 0.250 0.017 0.483
4796950 1-Jun-13 $259,197.38 64.52 0.250 0.017 0.483
4796957 1-May-13 $270,204.87 64.71 0.250 0.017 0.000
4796983 1-May-13 $408,370.81 78.14 0.250 0.017 0.108
4796999 1-Apr-13 $327,266.06 53.30 0.250 0.017 0.108
4798437 1-May-13 $496,766.83 80.00 0.250 0.017 0.000
4798445 1-Jul-12 $645,539.75 61.90 0.250 0.017 0.358
4798458 1-Jun-13 $498,422.53 62.50 0.250 0.017 0.233
4799505 1-Jun-13 $448,564.79 60.00 0.250 0.017 0.108
4800364 1-Jun-13 $260,443.53 95.00 6 0.250 0.017 0.483
4800378 1-Jun-13 $398,552.97 50.63 0.250 0.017 0.233
4800393 1-Jun-13 $598,167.95 68.97 0.250 0.017 0.608
4800399 1-May-13 $101,511.10 66.03 0.250 0.017 0.358
4800530 1-Jun-13 $354,864.57 80.00 0.250 0.017 0.108
4800543 1-Jun-13 $302,012.48 73.90 0.250 0.017 0.000
4800571 1-Jun-13 $79,753.03 47.90 0.250 0.017 0.483
4800582 1-May-13 $297,107.83 69.53 0.250 0.017 0.233
4801386 1-Jun-13 $409,290.45 65.70 0.250 0.017 0.108
$66,405,277.42
</TABLE>
COUNT: 209
WAC: 7.084708069
WAM: 176.2163461
WALTV: 68.34348869
<PAGE>
NASCOR
NMI / 1998-19 Exhibit F-3 (Part B)
10 & 15 YEAR FIXED RATE RELOCATION AND NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
- ------ ---------------------------- ---------------------------
4682533 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4685987 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4718321 COUNTRYWIDE FUNDING CORP. COUNTRYWIDE FUNDING CORP.
4747393 BANKNORTH MORTGAGE COMPANY BANKNORTH MORTGAGE COMPANY
4747819 FIRST NATIONWIDE MORTGAGE FIRST NATIONWIDE MORTGAGE
4750833 PEOPLE'S BANK PEOPLE'S BANK
4754050 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4754227 FT MORTGAGE COMPANIES FT MORTGAGE COMPANIES
4754269 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4754284 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4754291 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4754406 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4755878 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4756024 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4757014 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4758339 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4764461 HUNTINGTON MORTGAGE COMPAN HUNTINGTON MORTGAGE COMPAN
4767221 BANK OF OKLAHOMA, N.A. BANK OF OKLAHOMA, N.A.
4771203 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4771222 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4771298 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4771388 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4775985 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4777330 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777336 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777345 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777368 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777370 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777375 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777455 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777467 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777472 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777639 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777684 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4777709 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4779158 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4779212 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4779871 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4779894 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4779970 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4780021 BANC ONE MORTGAGE CORPORAT BANC ONE MORTGAGE CORPORAT
4782171 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782178 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782196 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782207 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782216 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782220 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782228 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782238 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782241 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782244 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782252 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782253 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782259 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782307 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4782986 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783002 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783025 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783033 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783077 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783096 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783100 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783104 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783115 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783156 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783159 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783170 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783176 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783248 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783258 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783276 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783289 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783305 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783317 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783358 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783371 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783392 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783409 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783418 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783425 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783437 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783450 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783501 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783507 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783549 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783566 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783590 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4783607 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4783613 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4783620 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4783624 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784311 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784320 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784341 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4784372 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784378 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784386 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784391 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784396 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784502 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784504 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4784507 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784510 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784513 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4784527 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4785519 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4785524 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4785527 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4786264 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786274 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786283 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786302 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786308 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786320 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786335 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786342 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786348 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786353 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786355 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786361 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786367 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786375 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786384 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786476 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786479 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786486 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786493 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786494 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786502 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786506 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786509 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786518 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786523 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786526 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786531 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786533 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786537 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786569 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786722 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786736 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786772 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786782 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786795 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786814 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786848 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786864 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786868 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786872 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786880 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786890 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4786902 MERRILL LYNCH CREDIT CORP. MERRILL LYNCH CREDIT CORP.
4787570 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4787581 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4787590 NATIONAL CITY MORTGAGE CO. NATIONAL CITY MORTGAGE CO.
4789104 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4789208 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4789216 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4789226 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4789232 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4791589 AMERICA FIRST CREDIT UNION AMERICA FIRST CREDIT UNION
4792219 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792270 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792282 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792308 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792312 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792319 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792355 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792367 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792371 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792379 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792383 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792391 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792398 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792418 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792431 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792503 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792535 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792555 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792585 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792616 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4792626 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796340 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796342 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796349 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796354 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796356 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796365 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796418 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796911 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796921 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796929 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796945 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796950 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796957 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4796983 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4796999 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4798437 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4798445 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4798458 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4799505 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4800364 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4800378 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4800393 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4800399 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4800530 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4800543 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4800571 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4800582 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
4801386 NATIONAL CITY MORTGAGE C NATIONAL CITY MORTGAGE C
COUNT: 209
WAC: 7.084708069
WAM: 176.2163461
WALTV: 68.34348869
<PAGE>
EXHIBIT F-3B
[Schedule of Pool II Mortgage Loans Serviced by Other Servicers]
NASCOR
NMI / 1998-19 Exhibit F-3 (Part A)
30 YEAR FIXED RATE NON RELOCATION LOANS
<TABLE>
<CAPTION>
NET
MORTGAGE MORTGAGE MORTGAGE CURRENT ORIGINAL
LOAN ZIP PROPERTY INTEREST INTEREST MONTHLY TERM TO
NUMBER CITY STATE CODE TYPE RATE RATE PAYMENT MATURITY
------ ---- ----- ---- ---- ---- ---- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4743665 CHANHASSEN MN 55317 SFD 7.500 6.750 $2,447.26 360
4722544 MARTINS FERRY OH 43935 SFD 7.750 6.750 $1,728.48 348
4764289 WESTFIELD IN 46074 SFD 7.625 6.750 $1,769.49 360
4766084 HEATHROW FL 32746 SFD 7.500 6.750 $2,008.50 360
4766087 PEORIA AZ 85382 SFD 7.250 6.750 $1,664.86 360
4766531 LILBURN GA 30247 SFD 7.250 6.750 $2,455.83 360
4770720 RALEIGH NC 27612 SFD 7.000 6.733 $2,214.13 360
4770758 NASHVILLE TN 37215 SFD 7.250 6.750 $2,878.79 360
4770783 TAMPA FL 33609 SFD 7.500 6.750 $2,517.18 360
4771153 DEBARY FL 32713 SFD 7.750 6.750 $429.85 360
4771829 JUPITER FL 33458 SFD 7.500 6.750 $1,592.58 341
4772081 MARIETTA GA 30068 SFD 7.750 6.750 $1,747.33 360
4772090 CORAL GABLES FL 33143 SFD 7.375 6.750 $2,293.04 360
4772126 WESTERVILLE OH 43082 SFD 6.875 6.608 $1,708.01 360
4781172 ATLANTA GA 30305 SFD 7.250 6.750 $1,910.09 360
4781491 OSPREY FL 34229 SFD 7.750 6.750 $2,149.24 360
4781736 BOCA RATON FL 33486 SFD 7.125 6.750 $1,530.35 360
4781787 ORLANDO FL 32836 SFD 7.250 6.750 $2,475.62 360
4781987 ATLANTA GA 30342 SFD 7.250 6.750 $2,046.53 360
4782013 TAMPA FL 33647 SFD 7.375 6.750 $1,729.45 360
4782069 PONTE VEDRA BEACH FL 32082 SFD 7.750 6.750 $2,031.03 360
4782123 ATLANTA GA 30319 SFD 7.375 6.750 $606.46 240
4782137 NASHVILLE TN 37220 SFD 7.250 6.750 $2,633.21 360
4782148 LAKELAND FL 33813 SFD 7.250 6.750 $1,835.05 360
4783120 BOCA RATON FL 33433 SFD 7.375 6.750 $1,928.37 360
4783142 TAMPA FL 33609 SFD 7.375 6.750 $1,884.89 360
4791611 ALPHARETTA GA 30005 SFD 6.875 6.608 $2,509.47 360
4795582 WINTER PARK FL 32789 SFD 7.375 6.750 $2,097.93 360
4800240 ROSWELL GA 30076 SFD 7.250 6.750 $1,637.23 360
4800269 PEACHTREE CITY GA 30269 SFD 7.125 6.750 $1,781.31 360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF
MORTGAGE SCHEDULED DATE MORTGAGE T.O.P. MASTER FIXED
LOAN MATURITY PRINCIPAL INSURANCE SERVICE MORTGAGE SERVICE RETAINED
NUMBER DATE BALANCE LTV SUBSIDY CODE FEE LOAN FEE YIELD
------ ---- ------- --- ------- ---- --- ---- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4743665 1-May-28 $349,478.86 69.44 0.250 0.017 0.483
4722544 1-Mar-27 $238,406.95 77.90 0.250 0.017 0.733
4764289 1-Jun-28 $249,819.05 71.43 0.250 0.017 0.608
4766084 1-Feb-28 $286,170.65 75.00 0.250 0.017 0.483
4766087 1-Mar-28 $242,486.13 93.87 13 0.250 0.017 0.233
4766531 1-Mar-28 $358,742.93 72.00 0.250 0.017 0.233
4770720 1-Mar-28 $331,699.22 80.00 0.250 0.017 0.000
4770758 1-Apr-28 $411,856.64 56.27 0.250 0.017 0.233
4770783 1-Apr-28 $359,062.57 69.23 0.250 0.017 0.483
4771153 1-Jan-28 $49,546.75 34.29 0.250 0.017 0.733
4771829 1-Aug-26 $223,484.75 78.75 0.250 0.017 0.483
4772081 1-Mar-28 $243,204.73 75.05 0.250 0.017 0.733
4772090 1-Mar-28 $330,980.15 80.00 0.250 0.017 0.358
4772126 1-Apr-28 $259,340.94 47.51 0.250 0.017 0.000
4781172 1-Apr-28 $278,932.50 71.79 0.250 0.017 0.233
4781491 1-Apr-28 $299,360.67 68.97 0.250 0.017 0.733
4781736 1-Apr-28 $226,601.80 74.48 0.250 0.017 0.108
4781787 1-Apr-28 $362,045.56 83.43 0.250 0.017 0.233
4781987 1-Apr-28 $298,720.12 66.67 0.250 0.017 0.233
4782013 1-May-28 $250,017.76 80.00 0.250 0.017 0.358
4782069 1-Apr-28 $282,895.83 75.00 0.250 0.017 0.733
4782123 1-Apr-18 $75,528.98 46.34 0.250 0.017 0.358
4782137 1-Apr-28 $385,091.15 55.14 0.250 0.017 0.233
4782148 1-May-28 $268,579.04 79.12 0.250 0.017 0.233
4783120 1-Mar-28 $278,342.32 80.00 0.250 0.017 0.358
4783142 1-May-28 $272,076.95 92.38 0.250 0.017 0.358
4791611 1-May-28 $381,356.30 69.45 0.250 0.017 0.000
4795582 1-Mar-28 $302,816.91 75.00 0.250 0.017 0.358
4800240 1-Mar-28 $239,244.27 50.67 0.250 0.017 0.233
4800269 1-Mar-28 $263,546.67 79.99 0.250 0.017 0.108
</TABLE>
$8,399,437.15
COUNT: 30
WAC: 7.340387529
WAM: 354.8661236
WALTV: 72.18730211
<PAGE>
NASCOR
NMI / 1998-19 Exhibit F-3 (Part B)
30 YEAR FIXED RATE NON RELOCATION LOANS
MORTGAGE NMI
LOAN LOAN
NUMBER SERVICER SELLER
------ --------------------------- ---------------------------
4722544 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4743665 FIRST BANK NATIONAL ASSOC. FIRST BANK NATIONAL ASSOC.
4764289 HUNTINGTON MORTGAGE COMPANY HUNTINGTON MORTGAGE COMPANY
4766084 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766087 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4766531 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770720 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770758 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4770783 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4771153 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4771829 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4772081 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4772090 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4772126 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4781172 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4781491 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4781736 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4781787 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4781987 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4782013 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4782069 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4782123 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4782137 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4782148 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783120 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4783142 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4791611 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4795582 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4800240 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
4800269 SUNTRUST MORTGAGE, INC. SUNTRUST MORTGAGE, INC.
COUNT: 30
WAC: 7.340387529
WAM: 354.8661236
WALTV: 72.18730211
<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 1998-19
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 1998-19, 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 July 29, 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 1998-19, Class [2-A-R][2-A-LR] Certificate
(the "Class [2-A-R][2-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 [2-A-R][2-A-LR]
Certificate as they become due.
5. That the Purchaser understands that it may incur tax liabilities with
respect to the Class [2-A-R][2-A-LR] Certificate in excess of cash flows
generated by the Class [2-A-R][2-A-LR] Certificate.
6. That the Purchaser will not transfer the Class [2-A-R][2-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 [2-A-R][2-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 [2-A-R][2-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 [2-A-R][2-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 [2-A-R][2-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 [2-A-R][2-A-LR] Certificate]
[Date]
First Union National Bank
230 South Tryon Street
Charlotte, North Carolina 28288
Re: Norwest Asset Securities Corporation,
Series 1998-19, Class [2-A-R][2-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-1
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-19
CLASS [1-A-PO][1-B-4][1-B-5][1-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 1998-19, Class
[1-A-PO][1-B-4][1-B-5][1-B-6] Certificates (the "Class
[1-A-PO][1-B-4][1-B-5][1-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 July 29, 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
1998-19.
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
[1-A-PO][1-B-4][1-B-5][1-B-6] Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [1-A-PO][1-B-4][1-B-5][1-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
[1-A-PO][1-B-4][1-B-5][1-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 [1-A-PO][1-B-4][1-B-5][1-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 [1-A-PO][1-B-4][1-B-5][1-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 [1-A-PO][1-B-4][1-B-5][1-B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class
[1-A-PO][1-B-4][1-B-5][1-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
[1-A-PO][1-B-4][1-B-5][1-B-6] Certificates. The Purchaser will not use or
disclose any information it receives in connection with its purchase of the
Class [1-A-PO][1-B-4][1-B-5][1-B-6] Certificates other than in connection
with a subsequent sale of Class [1-A-PO][1-B-4][1-B-5][1-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 [1-B-4][1-B-5][1-B-6] Certificates only] if the
Purchaser is an insurance company, (A) the source of funds used to purchase
the Class [1-B-4][1-B-5][1-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 [1-B-4][1-B-5][1-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
[1-A-PO][1-B-4][1-B-5][1-B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [1-A-PO][1-B-4][1-B-5][1-B-6] Certificates.
(a) The Purchaser understands that the Class
[1-A-PO][1-B-4][1-B-5][1-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 [1-A-PO][1-B-4][1-B-5][1-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 [1-A-PO][1-B-4][1-B-5][1-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 [1-A-PO][1-B-4][1-B-5][1-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
[1-A-PO][1-B-4][1-B-5][1-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 J-2
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-19
CLASS [2-A-PO][2-B-4][2-B-5][2-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 1998-19, Class
[2-A-PO][2-B-4][2-B-5][2-B-6] Certificates (the "Class
[2-A-PO][2-B-4][2-B-5][2-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 July 29, 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
1998-19.
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
[2-A-PO][2-B-4][2-B-5][2-B-6] Certificates, and to enter into this
Agreement, and duly executed and delivered this Agreement.
(b) The Purchaser is acquiring the Class [2-A-PO][2-B-4][2-B-5][2-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
[2-A-PO][2-B-4][2-B-5][2-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 [2-A-PO][2-B-4][2-B-5][2-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 [2-A-PO][2-B-4][2-B-5][2-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 [2-A-PO][2-B-4][2-B-5][2-B-6] Certificates and all
matters relating thereto, and obtain any additional information (including
documents) relevant to its decision to purchase the Class
[2-A-PO][2-B-4][2-B-5][2-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
[2-A-PO][2-B-4][2-B-5][2-B-6] Certificates. The Purchaser will not use or
disclose any information it receives in connection with its purchase of the
Class [2-A-PO][2-B-4][2-B-5][2-B-6] Certificates other than in connection
with a subsequent sale of Class [2-A-PO][2-B-4][2-B-5][2-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 [2-B-4][2-B-5][2-B-6] Certificates only] if the
Purchaser is an insurance company, (A) the source of funds used to purchase
the Class [2-B-4][2-B-5][2-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 [2-B-4][2-B-5][2-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
[2-A-PO][2-B-4][2-B-5][2-B-6] Certificates is in compliance therewith.
Section 3. Transfer of Class [2-A-PO][2-B-4][2-B-5][2-B-6] Certificates.
(a) The Purchaser understands that the Class
[2-A-PO][2-B-4][2-B-5][2-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 [2-A-PO][2-B-4][2-B-5][2-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 [2-A-PO][2-B-4][2-B-5][2-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 [2-A-PO][2-B-4][2-B-5][2-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
[[2-A-PO][2-B-4][2-B-5][2-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-1
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-19
CLASS [1-B-1] [1-B-2] [1-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 1998-19, Class
[1-B-1][1-B-2][1-B-3] Certificates (the "Class [1-B-1][1-B-2][1-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 July 29, 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
1998-19.
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 [1-B-1] [1-B-2] [1-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
[1-B-1][1-B-2][1-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 K-2
NORWEST ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-19
CLASS [2-B-1] [2-B-2] [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 1998-19,
Class [2-B-1][2-B-2][2-B-3] Certificates (the "Class [2-B-1][2-B-2][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 July 29, 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
1998-19.
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 [2-B-1] [2-B-2] [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
[2-B-1][2-B-2][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. Servicing Agreement
Countrywide Home Loans, Inc.Servicing Agreement
People's Bank Servicing Agreement
Bank of Oklahoma, N.A. Servicing Agreement
Norwest Mortgage, Inc. Servicing Agreement
BankNorth Mortgage Company, Inc.Servicing Agreement
America First Credit Union 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 1998-19,
Class ____ (the "Class B Certificates"). The Class B Certificates were issued
pursuant to a Pooling and Servicing Agreement dated as of July 29, 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 [Pool I] [Pool II] 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 F-1 by Fitch IBCA, Inc. ("Fitch") or at least
P-1 by Moody's Investors Service, Inc. ("Moody's") or (vi) demand and time
deposits in, certificates of deposit of, any depository institution or trust
company (which may be an affiliate of the Company) incorporated under the laws
of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, so long as at the
time of such investment either (x) the long-term debt obligations of such
depository institution or trust company have a rating of at least AA by Fitch or
Aa2 by Moody's, (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 F-1 by Fitch or P-1 by Moody's or (z) the depository institution or
trust company is one that is acceptable to either Fitch or Moody's and, for each
of the preceding clauses (i), (iv), (v) and (vi), the maturity thereof shall be
not later than the earlier to occur of (A) 30 days from the date of the related
investment and (B) the next succeeding Distribution Date as defined in the
related Pooling and Servicing Agreement.
Commencement of Foreclosure: The first official action required under local
law in order to commence foreclosure proceedings or to schedule a trustee's sale
under a deed of trust, including (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose, or (ii) in the
case of a deed of trust, posting, the publishing, filing or delivery of a notice
of sale, but not including in either case (x) any notice of default, notice of
intent to foreclose or sell or any other action prerequisite to the actions
specified in (i) or (ii) above, (y) the acceptance of a deed-in-lieu of
foreclosure (whether in connection with a sale of the related property or
otherwise) or (z) initiation and completion of a short pay-off.
Current Appraisal: With respect to any [Pool I] [Pool II] Mortgage Loan as
to which the Purchaser has made an Election to Delay Foreclosure, an appraisal
of the related Mortgaged Property obtained by the Purchaser at its own expense
from an independent appraiser (which shall not be an affiliate of the Purchaser)
acceptable to the Company as nearly contemporaneously as practicable to the time
of the Purchaser's election, prepared based on the Company's customary
requirements for such appraisals.
Election to Delay Foreclosure: Any election by the Purchaser to delay the
Commencement of Foreclosure, made in accordance with Section 2.02(b).
Election to Foreclose: Any election by the Purchaser to proceed with the
Commencement of Foreclosure, made in accordance with Section 2.03(a).
Monthly Advances: Principal and interest advances and servicing advances
including costs and expenses of foreclosure.
Required Collateral Fund Balance: As of any date of determination, an
amount equal to the aggregate of all amounts previously required to be deposited
in the Collateral Fund pursuant to Section 2.02(d) (after adjustment for all
withdrawals and deposits pursuant to Section 2.02(e)) and Section 2.03(b) (after
adjustment for all withdrawals and deposits pursuant to Section 2.03(c)) and
Section 3.02 to be reduced by all withdrawals therefrom pursuant to Section
2.02(g) and Section 2.03(d).
Section 1.02 Definitions Incorporated by Reference
All capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned in the Pooling and Servicing Agreement.
ARTICLE II
SPECIAL SERVICING PROCEDURES
Section 2.01 Reports and Notices
(a) In connection with the performance of its duties under the Pooling and
Servicing Agreement relating to the realization upon defaulted [Pool I] [Pool
II] Mortgage Loans, the Company as Master Servicer shall provide to the
Purchaser the following notices and reports:
(i) Within five Business Days after each Distribution Date (or
included in or with the monthly statements to Certificateholders pursuant
to the Pooling and Servicing Agreement), the Company, shall provide to the
Purchaser a report, using the same methodology and calculations in its
standard servicing reports, indicating for the Trust Estate the number of
[Pool I] [Pool II] Mortgage Loans that are (A) thirty days, (B) sixty days,
(C) ninety days or more delinquent or (D) in foreclosure, and indicating
for each such [Pool I] [Pool II] Mortgage Loan the loan number and
outstanding principal balance.
(ii) Prior to the Commencement of Foreclosure in connection with any
[Pool I] [Pool II] Mortgage Loan, the Company shall cause (to the extent
that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the Servicer to provide the Purchaser with a
notice (sent by telecopier) of such proposed and imminent foreclosure,
stating the loan number and the aggregate amount owing under the [Pool I]
[Pool II] Mortgage Loan. Such notice may be provided to the Purchaser in
the form of a copy of a referral letter from such Servicer to an attorney
requesting the institution of foreclosure.
(b) If requested by the Purchaser, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to make its servicing personnel available (during
their normal business hours) to respond to reasonable inquiries, by phone or in
writing by facsimile, electronic, or overnight mail transmission, by the
Purchaser in connection with any [Pool I] [Pool II] Mortgage Loan identified in
a report under subsection (a) (i) (B), (a) (i) (C), (a) (i) (D), or (a) (ii)
which has been given to the Purchaser; provided, that (1) the related Servicer
shall only be required to provide information that is readily accessible to its
servicing personnel and is non-confidential and (2) the related Servicer shall
respond within five Business Days orally or in writing by facsimile
transmission.
(c) In addition to the foregoing, the Company shall cause the Servicer (to
the extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) to provide to the Purchaser such information as the
Purchaser may reasonably request provided, however, that such information is
consistent with normal reporting practices, concerning each [Pool I] [Pool II]
Mortgage Loan that is at least ninety days delinquent and each [Pool I] [Pool
II] Mortgage Loan which has become real estate owned, through the final
liquidation thereof; provided, that the related Servicer shall only be required
to provide information that is readily accessible to its servicing personnel and
is non-confidential provided, however, that the Purchaser will reimburse the
Company and the related Servicer for any out of pocket expenses.
Section 2.02 Purchaser's Election to Delay Foreclosure Proceedings
(a) The Purchaser shall be deemed to direct the Company to direct (to the
extent that the Company as Master Servicer is granted such authority in the
related Servicing Agreement) the related Servicer that in the event that the
Company does not receive written notice of the Purchaser's election pursuant to
subsection (b) below within 24 hours (exclusive of any intervening non-Business
Days) of transmission of the notice provided by the Company under Section 2.01
(a) (ii) subject to extension as set forth in Section 2.02(b), the related
Servicer may proceed with the Commencement of Foreclosure in respect of such
[Pool I] [Pool II] Mortgage Loan in accordance with its normal foreclosure
policies without further notice to the Purchaser. Any foreclosure that has been
initiated may be discontinued (i) without notice to the Purchaser if the [Pool
I] [Pool II] Mortgage Loan has been brought current or if a refinancing or
prepayment occurs with respect to the [Pool I] [Pool II] Mortgage Loan
(including by means of a short payoff approved by the related Servicer) or (ii)
if the related Servicer has reached the terms of a forbearance agreement with
the borrower. In the latter case, the related Servicer may complete such
forbearance agreement unless instructed otherwise by the Purchaser within two
Business Days notification.
(b) In connection with any [Pool I] [Pool II] Mortgage Loan with respect to
which a notice under Section 2.01(a)(ii) has been given to the Purchaser, the
Purchaser may elect to instruct the Company to cause, to the extent that the
Company as Master Servicer is granted such authority in the related Servicing
Agreement, the related Servicer to delay the Commencement of Foreclosure until
such time as the Purchaser determines that the related Servicer may proceed with
the Commencement of Foreclosure. Such election must be evidenced by written
notice received within 24 hours (exclusive of any intervening non-Business Days)
of transmission of the notice provided by the Company under Section 2.01(a)(ii).
Such 24 hour period shall be extended for no longer than an additional four
Business Days after the receipt of the information if the Purchaser requests
additional information related to such foreclosure; provided, however, that the
Purchaser will have at least one Business Day to respond to any requested
additional information. Any such additional information shall be provided only
to the extent it (i) is not confidential in nature and (ii) is obtainable by the
related Servicer from existing reports, certificates or statements or is
otherwise readily accessible to its servicing personnel. The Purchaser agrees
that it has no right to deal with the mortgagor during such period. However, if
such servicing activities include acceptance of a deed-in-lieu of foreclosure or
short payoff, the Purchaser will be notified and given two Business Days to
respond.
(c) With respect to any [Pool I] [Pool II] Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Purchaser shall obtain
a Current Appraisal as soon as practicable, but in no event more than 15
business days thereafter, and shall provide the Company with a copy of such
Current Appraisal.
(d) Within two Business Days of making any Election to Delay Foreclosure,
the Purchaser shall remit by wire transfer to the Company, for deposit in the
Collateral Fund, an amount, as calculated by the Company, equal to the sum of
(i) 125% of the greater of the unpaid principal balance of the [Pool I] [Pool
II] Mortgage Loan and the value shown in the Current Appraisal referred to in
subsection (c) above (or, if such Current Appraisal has not yet been obtained,
the Company's estimate thereof, in which case the required deposit under this
subsection shall be adjusted upon obtaining such Current Appraisal), and (ii)
three months' interest on the [Pool I] [Pool II] Mortgage Loan at the applicable
Mortgage Interest Rate. If any Election to Delay Foreclosure extends for a
period in excess of three months (such excess period being referred to herein as
the "Excess Period"), within two Business Days the Purchaser shall remit by wire
transfer in advance to the Company for deposit in the Collateral Fund the amount
of each additional month's interest, as calculated by the Company, equal to
interest on the [Pool I] [Pool II] Mortgage Loan at the applicable Mortgage
Interest Rate for the Excess Period. The terms of this Agreement will no longer
apply to the servicing of any [Pool I] [Pool II] Mortgage Loan upon the failure
of the Purchaser to deposit any of the above amounts relating to the [Pool I]
[Pool II] Mortgage Loan within two Business Days of the Election to Delay
Foreclosure or within two Business Days of the commencement of the Excess Period
subject to Section 3.01.
(e) With respect to any [Pool I] [Pool II] Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the Company may withdraw
from the Collateral Fund from time to time amounts necessary to reimburse the
related Servicer for all related Monthly Advances and Liquidation Expenses
thereafter made by such Servicer in accordance with the Pooling and Servicing
Agreement and the related Servicing Agreement. To the extent that the amount of
any such Liquidation Expenses is determined by the Company based on estimated
costs, and the actual costs are subsequently determined to be higher, the
Company may withdraw the additional amount from the Collateral Fund. In the
event that the [Pool I] [Pool II] Mortgage Loan is brought current by the
mortgagor and the foreclosure action is discontinued, the amounts so withdrawn
from the Collateral Fund shall be redeposited if and to the extent that
reimbursement therefor from amounts paid by the mortgagor is not prohibited
pursuant to the Pooling and Servicing Agreement or the related Servicing
Agreement, applicable law or the related mortgage note. Except as provided in
the preceding sentence, amounts withdrawn from the Collateral Fund to cover
Monthly Advances and Liquidation Expenses shall not be redeposited therein or
otherwise reimbursed to the Purchaser. If and when any such [Pool I] [Pool II]
Mortgage Loan is brought current by the mortgagor, all amounts remaining in the
Collateral Fund in respect of such [Pool I] [Pool II] Mortgage Loan (after
adjustment for all permitted withdrawals and deposits pursuant to this
subsection) shall be released to the Purchaser.
(f) With respect to any [Pool I] [Pool II] Mortgage Loan as to which the
Purchaser has made an Election to Delay Foreclosure, the related Servicer shall
continue to service the [Pool I] [Pool II] Mortgage Loan in accordance with its
customary procedures (other than the delay in Commencement of Foreclosure as
provided herein). If and when the Purchaser shall notify the Company that it
believes that it is appropriate to do so, the related Servicer may proceed with
the Commencement of Foreclosure. In any event, if the [Pool I] [Pool II]
Mortgage Loan is not brought current by the mortgagor by the time the loan
becomes 6 months delinquent, the Purchaser's election shall no longer be
effective and at the Purchaser's option, either (i) the Purchaser shall purchase
the [Pool I] [Pool II] Mortgage Loan from the related Trust Estate at a purchase
price equal to the fair market value as shown on the Current Appraisal, to be
paid by (x) applying any balance in the Collateral Fund to such to such purchase
price, and (y) to the extent of any deficiency, by wire transfer of immediately
available funds from the Purchaser to the Company for deposit in the related
Certificate Account; or (ii) the related Servicer shall proceed with the
Commencement of Foreclosure.
(g) Upon the occurrence of a liquidation with respect to any [Pool I] [Pool
II] Mortgage Loan as to which the Purchaser made an Election to Delay
Foreclosure and as to which the related Servicer proceeded with the Commencement
of Foreclosure in accordance with subsection (f) above, the Company shall
calculate the amount, if any, by which the value shown on the Current Appraisal
obtained under subsection (c) exceeds the actual sales price obtained for the
related Mortgaged Property (net of Liquidation Expenses and accrued interest
related to the extended foreclosure period), and the Company shall withdraw the
amount of such excess from the Collateral Fund, shall remit the same to the
Trust Estate and in its capacity as Master Servicer shall apply such amount as
additional Liquidation Proceeds pursuant to the Pooling and Servicing Agreement.
After making such withdrawal, all amounts remaining in the Collateral Fund in
respect of such [Pool I] [Pool II] Mortgage Loan (after adjustment for all
permitted withdrawals and deposits pursuant to this Agreement) shall be released
to the Purchaser.
Section 2.03 Purchaser's Election to Commence Foreclosure Proceedings
(a) In connection with any [Pool I] [Pool II] Mortgage Loan identified in a
report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the
Company to cause, to the extent that the Company as Master Servicer is granted
such authority in the related Servicing Agreement, the related Servicer to
proceed with the Commencement of Foreclosure as soon as practicable. Such
election must be evidenced by written notice received by the Company by 5:00
p.m., New York City time, on the third Business Day following the delivery of
such report under Section 2.01(a)(i).
(b) Within two Business Days of making any Election to Foreclose, the
Purchaser shall remit to the Company, for deposit in the Collateral Fund, an
amount, as calculated by the Company, equal to 125% of the current unpaid
principal balance of the [Pool I] [Pool II] Mortgage Loan and three months
interest on the [Pool I] [Pool II] Mortgage Loan at the applicable Mortgage
Interest Rate. If and when any such [Pool I] [Pool II] Mortgage Loan is brought
current by the mortgagor, all amounts in the Collateral Fund in respect of such
[Pool I] [Pool II] Mortgage Loan (after adjustment for all permitted withdrawals
and deposits pursuant to this Agreement) shall be released to the Purchaser if
and to the extent that reimbursement therefor from amounts paid by the mortgagor
is not prohibited pursuant to the Pooling and Servicing Agreement or the related
Servicing Agreement, applicable law or the related mortgage note. The terms of
this Agreement will no longer apply to the servicing of any [Pool I] [Pool II]
Mortgage Loan upon the failure of the Purchaser to deposit the above amounts
relating to the [Pool I] [Pool II] Mortgage Loan within two Business Days of the
Election to Foreclose subject to Section 3.01.
(c) With respect to any [Pool I] [Pool II] Mortgage Loan as to which the
Purchaser has made an Election to Foreclose, the related Servicer shall continue
to service the [Pool I] [Pool II] 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 [Pool I] [Pool II] Mortgage Loan, or (iii)
the Company or related Servicer reasonably believes the Mortgaged Property may
be contaminated with or affected by hazardous wastes or hazardous substances
(and, without limiting the related Servicer's right not to proceed with the
Commencement of Foreclosure, the Company supplies the Purchaser with information
supporting such belief). Any foreclosure that has been initiated may be
discontinued (x) without notice to the Purchaser if the [Pool I] [Pool II]
Mortgage Loan has been brought current or if a refinancing or prepayment occurs
with respect to the [Pool I] [Pool II] Mortgage Loan (including by means of a
short payoff approved by the Purchaser) or (y) with notice to the Purchaser if
the related Servicer has reached the terms of a forbearance agreement unless
instructed otherwise by the Purchaser within two Business Days of such
notification. Any such instruction shall be based upon a decision that such
forbearance agreement is not in conformity with reasonable servicing practices.
(d) Upon the occurrence of a liquidation with respect to any [Pool I] [Pool
II] Mortgage Loan as to which the Purchaser made an Election to Foreclose and as
to which the related Servicer proceeded with the Commencement of Foreclosure in
accordance with subsection (c) above, the Company shall calculate the amount, if
any, by which the unpaid principal balance of the [Pool I] [Pool II] Mortgage
Loan at the time of liquidation (plus all unreimbursed interest and servicing
advances and Liquidation Expenses in connection therewith other than those paid
from the Collateral Fund) exceeds the actual sales price obtained for the
related Mortgaged Property, and the Company shall withdraw the amount of such
excess from the Collateral Fund, shall remit the same to the Trust Estate and in
its capacity as Master Servicer shall apply such amount as additional
Liquidation Proceeds pursuant to the Pooling and Servicing Agreement. After
making such withdrawal, all amounts remaining in the Collateral Fund (after
adjustment for all withdrawals and deposits pursuant to subsection (c) in
respect of such [Pool I] [Pool II] Mortgage Loan shall be released to the
Purchaser.
Section 2.04 Termination
(a) With respect to all [Pool I] [Pool II] Mortgage Loans included in the
Trust Estate, the Purchaser's right to make any Election to Delay Foreclosure or
any Election to Foreclose and the Company's obligations under Section 2.01 shall
terminate (i) at such time as the Principal Balance of the Class B Certificates
has been reduced to zero, (ii) if the greater of (x) 43% (or such lower or
higher percentage that represents the related Servicer's actual historical loss
experience with respect to the [Pool I] [Pool II] Mortgage Loans in the related
pool as determined by the Company) of the aggregate principal balance of all
[Pool I] [Pool II] Mortgage Loans that are in foreclosure or are more than 90
days delinquent on a contractual basis and REO properties or (y) the aggregate
amount that the Company estimates through the normal servicing practices of the
related Servicer will be required to be withdrawn from the Collateral Fund with
respect to [Pool I] [Pool II] Mortgage Loans as to which the Purchaser has made
an Election to Delay Foreclosure or an Election to Foreclosure, exceeds (z) the
then-current principal balance of the Class B Certificates, (iii) upon any
transfer by the Purchaser of any interest (other than the minority interest
therein, but only if the transferee provides written acknowledgment to the
Company of the Purchaser's right hereunder and that such transferee will have no
rights hereunder) in the Class B Certificates (whether or not such transfer is
registered under the Pooling and Servicing Agreement), including any such
transfer in connection with a termination of the Trust Estate or (iv) upon any
breach of the terms of this Agreement by the Purchaser.
(b) Except as set forth in 2.04(a), this Agreement and the respective
rights, obligations and responsibilities of the Purchaser and the Company
hereunder shall terminate upon the later to occur of (i) the final liquidation
of the last [Pool I] [Pool II] Mortgage Loan as to which the Purchaser made any
Election to Delay Foreclosure or any Election to Foreclose and the withdrawal of
all remaining amounts in the Collateral Fund as provided herein and (ii) ten
Business Days' notice. The Purchaser's right to make an election pursuant to
Section 2.02 or Section 2.03 hereof with respect to a particular [Pool I] [Pool
II] 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 1998-19. 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 [Pool I]
[Pool II] Mortgage Loans as to which the Purchaser has made any Election to
Delay Foreclosure or any Election to Foreclose pursuant to Section 2.04 hereof,
the Company shall distribute or cause to be distributed to the Purchaser all
amounts remaining in the Collateral Fund (after adjustment for all deposits and
permitted withdrawals pursuant to this Agreement) together with any investment
earnings thereon. In the event the Purchaser has made any Election to Delay
Foreclosure or any Election to Foreclose, prior to any distribution to the
Purchaser of all amounts remaining in the Collateral Fund, funds in the
Collateral Fund shall be applied consistent with the terms of this Agreement.
Section 3.02. Collateral Fund Permitted Investments.
The Company shall, at the written direction of the Purchaser, invest the
funds in the Collateral Fund in Collateral Fund Permitted Investments. Such
direction shall not be changed more frequently than quarterly. In the absence of
any direction, the Company shall select such investments in accordance with the
definition of Collateral Fund Permitted Investments in its discretion.
All income and gain realized from any investment as well as any interest
earned on deposits in the Collateral Fund (net of any losses on such
investments) and any payments of principal made in respect of any Collateral
Fund Permitted Investment shall be deposited in the Collateral Fund upon
receipt. All costs and realized losses associated with the purchase and sale of
Collateral Fund Permitted Investments shall be borne by the Purchaser and the
amount of net realized losses shall be deposited by the Purchaser in the
Collateral Fund promptly upon realization. The Company shall periodically (but
not more frequently than monthly) distribute to the Purchaser upon request an
amount of cash, to the extent cash is available therefore in the Collateral
Fund, equal to the amount by which the balance of the Collateral Fund, after
giving effect to all other distributions to be made from the Collateral Fund on
such date, exceeds the Required Collateral Fund Balance. Any amounts so
distributed shall be released from the lien and security interest of this
Agreement.
Section 3.03. Grant of Security Interest
The Purchaser hereby grants to the Company for the benefit of the
Certificateholders under the Pooling and Servicing Agreement a security interest
in and lien on all of the Purchaser's right, title and interest, whether now
owned or hereafter acquired, in and to: (1) the Collateral Fund, (2) all amounts
deposited in the Collateral Fund and Collateral Fund Permitted Investments in
which such amounts are invested (and the distributions and proceeds of such
investments) and (3) all cash and non-cash proceeds of any of the foregoing,
including proceeds of the voluntary conversion thereof (all of the foregoing
collectively, the "Collateral").
The Purchaser acknowledges the lien on and the security interest in the
Collateral for the benefit of the Certificateholders. The Purchaser shall take
all actions requested by the Company as may be reasonably necessary to perfect
the security interest created under this Agreement in the Collateral and cause
it to be prior to all other security interests and liens, including the
execution and delivery to the Company for filing of appropriate financing
statements in accordance with applicable law. The Company shall file appropriate
continuation statements, or appoint an agent on its behalf to file such
statements, in accordance with applicable law.
Section 3.04. Collateral Shortfalls.
In the event that amounts on deposit in the Collateral Fund at any time are
insufficient to cover any withdrawals therefrom that the Company is then
entitled to make hereunder, the Purchaser shall be obligated to pay such amounts
to the Company immediately upon demand. Such obligation shall constitute a
general corporate obligation of the Purchaser. The failure to pay such amounts
within two Business Days of such demand (except for amounts to cover interest on
a [Pool I] [Pool II] Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)),
shall cause an immediate termination of the Purchaser's right to make any
Election to Delay Foreclosure or Election to Foreclose and the Company's
obligations under this Agreement with respect to all [Pool I] [Pool II] Mortgage
Loans to which such insufficiencies relate, without the necessity of any further
notice or demand on the part of the Company.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Amendment.
This Agreement may be amended from time to time by the Company and the
Purchaser by written agreement signed by the Company and the Purchaser.
Section 4.02. Counterparts.
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.
Section 4.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 4.04. Notices.
All demands, notices and direction hereunder shall be in writing or by
telecopy and shall be deemed effective upon receipt to:
(a) in the case of the Company,
Norwest Bank Minnesota, National Association
7485 New Horizon Way
Frederick, MD 21703
Attention: Vice President, Master Servicing
Phone: 301-696-7800
Fax: 301-815-6365
(b) in the case of the Purchaser,
_____________________________
_____________________________
_____________________________
_____________________________
Attention:___________________
Section 4.05. Severability of Provisions.
If any one or more of the covenants, agreements, provision or terms of this
Agreement shall be for any reason whatsoever, including regulatory, held
invalid, then such covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.
Section 4.06. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Certificateholders; provided,
however, that the rights under this Agreement cannot be assigned by the
Purchaser without the consent of the Company.
Section 4.07. Article and Section Headings.
The article and section headings herein are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 4.08. Confidentiality.
The Purchaser agrees that all information supplied by or on behalf of the
Company pursuant to Sections 2.01 or 2.02, including individual account
information, is the property of the Company and the Purchaser agrees to hold
such information confidential and not to disclose such information.
Each party hereto agrees that neither it, nor any officer, director,
employee, affiliate or independent contractor acting at such party's direction
will disclose the terms of Section 4.09 of this Agreement to any person or
entity other than such party's legal counsel except pursuant to a final,
non-appealable order of court, the pendency of such order the other party will
have received notice of at least five business days prior to the date thereof,
or pursuant to the other party's prior express written consent.
Section 4.09. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the
Seller, and each Servicer and each person who controls the Company, the Seller,
or a Servicer and each of their respective officers, directors, affiliates and
agents acting at the Company's, the Seller's, or a Servicer's direction (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities to which they may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, or are
based upon, actions taken by, or actions not taken by, the Company, the Seller,
or a Servicer, or on their behalf, in accordance with the provisions of this
Agreement and (i) which actions conflict with the Company's, the Seller's, or a
Servicer's obligations under the Pooling and Servicing Agreement or the related
Servicing Agreement, or (ii) give rise to securities law liability under federal
or state securities laws with respect to the Certificates. The Purchaser hereby
agrees to reimburse the Indemnified Parties for the reasonable legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action. The indemnification obligations of the
Purchaser hereunder shall survive the termination or expiration of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized, all
as of the day and year first above written.
Norwest Bank Minnesota, National
Association
By:_____________________________
Name:___________________________
Title:__________________________
________________________________
By:_____________________________
Name:___________________________
Title:__________________________
